Atlantic Avenue Acquisition (ASAQ) Form 3/A Atlantic Avenue Acquisition / Ashok Nayyar ownership change

SEC Form 3

FORM 3

UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

INITIAL STATEMENT OF BENEFICIAL OWNERSHIP OF SECURITIES

Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934
or Section 30(h) of the Investment Company Act of 1940

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1. Name and Address of Reporting Person^*

Nayyar Ashok

(Last) (First) (Middle)

C/O ATLANTIC AVENUE ACQUISITION CORP

2200 ATLANTIC STREET, SUITE 501

(Street)

STAMFORD CT 06902

(City) (State) (Zip)

2. Date of Event Requiring Statement (Month/Day/Year)
10/01/2020

3. Issuer Name and Ticker or Trading Symbol
Atlantic Avenue Acquisition Corp [ ASAQ ]

4. Relationship of Reporting Person(s) to Issuer
(Check all applicable)

X	Director	X	10% Owner
X	Officer (give title below)		Other (specify below)
Chief Executive Officer

5. If Amendment, Date of Original Filed (Month/Day/Year)
10/01/2020

6. Individual or Joint/Group Filing (Check Applicable Line)

	Form filed by One Reporting Person
X	Form filed by More than One Reporting Person

Table I - Non-Derivative Securities Beneficially Owned
1. Title of Security (Instr. 4)	2. Amount of Securities Beneficially Owned (Instr. 4)	3. Ownership Form: Direct (D) or Indirect (I) (Instr. 5)	4. Nature of Indirect Beneficial Ownership (Instr. 5)

Table II - Derivative Securities Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security (Instr. 4)	2. Date Exercisable and Expiration Date (Month/Day/Year)		3. Title and Amount of Securities Underlying Derivative Security (Instr. 4)		4. Conversion or Exercise Price of Derivative Security	5. Ownership Form: Direct (D) or Indirect (I) (Instr. 5)	6. Nature of Indirect Beneficial Ownership (Instr. 5)
	Date Exercisable	Expiration Date	Title	Amount or Number of Shares
Class B Common Stock, par value $0.0001	(2)	(2)	Class A Common Stock, par value $0.0001	5,315,000	(2)	I	See footnotes(1)(2)(3)(4)

1. Name and Address of Reporting Person^*

Nayyar Ashok

(Last) (First) (Middle)

C/O ATLANTIC AVENUE ACQUISITION CORP

2200 ATLANTIC STREET, SUITE 501

(Street)

STAMFORD CT 06902

(City) (State) (Zip)

1. Name and Address of Reporting Person^*

Atlantic Avenue Partners LLC

(Last) (First) (Middle)

C/O ATLANTIC AVENUE ACQUISITION CORP

2200 ATLANTIC STREET, SUITE 501

(Street)

STAMFORD CT 06902

(City) (State) (Zip)

1. Name and Address of Reporting Person^*

Atlantic Avenue Partners GP LLC

(Last) (First) (Middle)

C/O ATLANTIC AVENUE ACQUISITION CORP

2200 ATLANTIC STREET, SUITE 501

(Street)

STAMFORD CT 06902

(City) (State) (Zip)

Explanation of Responses:

1. This form is being filed by the following reporting persons: Ashok Nayyar, Atlantic Avenue Partners LLC (f/k/a Atlantic Street Partners LLC) (the "Sponsor") and Atlantic Avenue Partners GP LLC (f/k/a/ Atlantic Street Partners GP LLC) (the "GP" and, together with the Sponsor and Ashok Nayyar, the "Reporting Persons"). Because of the relationships among the Reporting Persons, the Reporting Persons may be deemed to beneficially own the securities reported herein to the extent of their respective pecuniary interests. Each Reporting Person disclaims beneficial ownership of the securities reported herein, except to the extent of such Reporting Person's pecuniary interest therein, if any.

2. The Sponsor owns 5,315,000 shares of Class B Common Stock, par value $0.0001 per share, of the Issuer, including 750,000 shares of Class B Common Stock that are subject to forfeiture if the underwriters of the Issuer's initial public offering do not exercise in full an option granted to them to cover over-allotments. Such shares of Class B Common Stock have no expiration date and are convertible into shares of Class A Common Stock as described under the heading "Description of Securities-Founder Shares" in the Issuer's registration statement on Form S-1 (File No. 333-248782).

3. The managing member of the Sponsor is the GP, and Mr. Nayyar is the sole and managing member of the GP.

4. Pursuant to Rule 16a-1(a)(4) under the Securities Exchange Act of 1934, as amended (the "Exchange Act"), this filing shall not be deemed an admission that the Reporting Persons are, for purposes of Section 16 of the Exchange Act or otherwise, the beneficial owners of any equity securities in excess of their respective pecuniary interests.

Remarks:

This second amended Form 3 is filed to correct an error in the number of shares of Class B Common Stock reported by the Reporting Persons in the original Form 3 filed on October 1, 2020 and the first amended Form 3 filed on October 27, 2020. The first amended Form 3 was filed to include EDGAR codes for each of the joint filers identified in the original filing on Form 3. The correct number of shares of Class B Common Stock beneficially owned by the Reporting Persons as of October 1, 2020 was 5,315,000. Exhibit 24 - Power of Attorney Exhibit 99.1 - Joint Filer Information and Signatures

	/s/ Ashok Nayyar	02/02/2021
	** Signature of Reporting Person	Date
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