Filing Details

Accession Number:
0001213900-21-055874
Form Type:
13D Filing
Publication Date:
2021-11-01 20:00:00
Filed By:
Navigation Capital Partners Ii, L.p.
Company:
American Virtual Cloud Technologies Inc. (NASDAQ:AVCT)
Filing Date:
2021-11-02
SEC Url:
13D Filing
Ownership Summary

Please notice the below summary table is generated without human intervention and may contain errors. Please refer to the complete filing displayed below for exact figures.

Name Sole Voting Power Shared Voting Power Sole Dispositive Power Shared Dispositive Power Aggregate Amount Owned Power Percent of Class
Navigation Capital Partners II 0 10,287,810 0 10,287,810 10,287,810 17.3%
NCP General Partner II 0 10,287,810 0 10,287,810 17.3%
Lawrence E. Mock, Jr 0 21,232,876 0 21,232,876 35.7%
John S. Richardson 0 10,287,810 0 10,287,810 17.3 %
Stratos Management Systems Holdings 0 10,287,810 0 10,287,810 17.3%
Navigation Capital Partners, Inc 0 10,039,724 0 10,039,724 16.9%
SPAC Opportunity Fund I 0 10,039,724 0 10,039,724 16.9%
Navigation Capital Partners SOF I 0 10,039,724 0 10,039,724 16.9%
Filing
 

 

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

 

SCHEDULE 13D

 

Under the Securities Exchange Act of 1934

(Amendment No. 4)*

 

American Virtual Cloud Technologies, Inc.
(Name of Issuer)

 

Common Stock, $0.001 par value
(Title of Class of Securities)

 

030382105
(CUSIP Number)

 

Stratos Management Systems Holdings, LLC

2870 Peachtree Rd NW, Unit 509

Atlanta, GA 30305

Attention: Larry Mock

(713) 331-4250

(Name, Address and Telephone Number of Person Authorized to Receive Notices and Communications)
 
October 28, 2021
(Date of Event which Requires Filing of this Statement)

 

If the filing person has previously filed a statement on Schedule 13G to report the acquisition that is the subject of this Schedule 13D, and is filing this schedule because of §§ 240.13d-1(e), 240.13d-1(f) or 240.13d-1(g), check the following box.

 

Note: Schedules filed in paper format shall include a signed original and five copies of the schedule, including all exhibits. See § 240.13d-7 for other parties to whom copies are to be sent.

 

* The remainder of this cover page shall be filled out for a reporting person’s initial filing on this form with respect to the subject class of securities, and for any subsequent amendment containing information which would alter disclosures provided in a prior cover page.

 

The information required on the remainder of this cover page shall not be deemed to be “filed” for the purpose of Section 18 of the Securities Exchange Act of 1934 (“Act”) or otherwise subject to the liabilities of that section of the Act but shall be subject to all other provisions of the Act (however, see the Notes).

 

 

 

 

 

SCHEDULE 13D/A

 

CUSIP No. 030382105  

  

1

Names of Reporting Persons

 

Navigation Capital Partners II, L.P.

2 Check the Appropriate Box if a Member of a Group

(a)

(b)

3 SEC Use Only

 

 

4

Source of Funds

 

WC
5

Check if Disclosure of Legal Proceedings Is Required Pursuant to Items 2(d) or 2(e)

 

6

Citizenship or Place of Organization

 

Delaware
NUMBER OF
SHARES
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON
WITH
7

Sole Voting Power

 

 
0  
8

Shared Voting Power

 

 
10,287,810(1)  
9

Sole Dispositive Power

 

 
0  
10

Shared Dispositive Power

 

 
10,287,810(1)  
11

Aggregate Amount Beneficially Owned by Reporting Person

 

10,287,810(1)
12

Check Box if the Aggregate Amount in Row (11) Excludes Certain Shares

 

13

Percent of Class Represented by Amount in Row (11)

 

17.3% (2)
14

Type of Reporting Person

 

PN

 

(1) Consists of 10,287,810 shares of common stock, par value $0.001 per share (the “Common Stock”) of American Virtual Cloud Technologies, Inc. (the “Issuer”) held directly by Stratos Management Systems Holdings, LLC (“Holdings”). Navigation Capital Partners II, L.P., a Delaware limited partnership (“Navigation Capital”) controls Holdings and, as a result, may be deemed to indirectly beneficially own the securities held by Holdings.
(2) Based on 59,454,417 shares of Common Stock, according to information provided by the Issuer.

 

2

 

 

CUSIP No. 030382105  

 

1

Names of Reporting Persons

 

NCP General Partner II, LLC

2 Check the Appropriate Box if a Member of a Group

(a)

(b)

3 SEC Use Only

 

 

4

Source of Funds

 

AF
5

Check if Disclosure of Legal Proceedings Is Required Pursuant to Items 2(d) or 2(e)

 

6

Citizenship or Place of Organization

 

Delaware
NUMBER OF
SHARES
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON
WITH
7

Sole Voting Power

 

 
0  
8

Shared Voting Power

 

 
10,287,810 (1)  
9

Sole Dispositive Power

 

 
0  
10

Shared Dispositive Power

 

 
10,287,810 (1)  
11

Aggregate Amount Beneficially Owned by Reporting Person

 

10,287,810 (1)
12

Check Box if the Aggregate Amount in Row (11) Excludes Certain Shares

 

13

Percent of Class Represented by Amount in Row (11)

 

17.3% (2)
14

Type of Reporting Person

 

HC, OO

 

(1) Consists of 10,287,810 shares of Common Stock held directly by Holdings. NCP General Partner II, LLC, a Delaware limited liability company (“NCP GP”), is the general partner of Navigation Capital, an entity that controls Holdings and, as a result, NCP GP may be deemed to indirectly beneficially own the securities held by Holdings.
(2) Based on 59,454,417 shares of Common Stock, according to information provided by the Issuer.

 

3

 

 

CUSIP No. 030382105  

 

1

Names of Reporting Persons

 

Lawrence E. Mock, Jr.

2 Check the Appropriate Box if a Member of a Group

(a)

(b)

3 SEC Use Only

 

 

4

Source of Funds

 

AF
5

Check if Disclosure of Legal Proceedings Is Required Pursuant to Items 2(d) or 2(e)

 

6

Citizenship or Place of Organization

 

United States of America
NUMBER OF
SHARES
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON
WITH
7

Sole Voting Power

 

 
0  
8

Shared Voting Power

 

 
21,232,876 (1)(2)(3)(4)  
9

Sole Dispositive Power

 

 
0  
10

Shared Dispositive Power

 

 
21,232,876 (1)(2)(3)(4)  
11

Aggregate Amount Beneficially Owned by Reporting Person

 

21,232,876 (1)(2)(3)(4) 
12

Check Box if the Aggregate Amount in Row (11) Excludes Certain Shares

 

13

Percent of Class Represented by Amount in Row (11)

 

35.7% (5)
14

Type of Reporting Person

 

IN

 

(1) Includes 10,287,810 shares of Common Stock held directly by Holdings. Lawrence E. Mock (“Mr. Mock”) is a manager of NCP GP, which is the general partner of Navigation Capital, which controls Holdings.  As a result, Mr. Mock may be deemed to indirectly beneficially own the securities held by Holdings. Mr. Mock disclaims beneficial ownership of such securities except to the extent of his pecuniary interest therein.
(2) Includes 905,342 shares of Common Stock held directly by Nobadeer L.P. (“Nobadeer”). Mr. Mock is the general partner of Nobadeer, and as a result, may be deemed to indirectly beneficially own the securities held by Nobadeer. Mr. Mock disclaims beneficial ownership of such securities except to the extent of his pecuniary interest therein.
(3)

Includes 10,039,724 shares of Common Stock held directly by Navigation Capital Partners SOF I, LLC (“Investment Sub”). Investment Sub is a direct wholly-owned subsidiary of SPAC Opportunity Fund I, L.P. (“New SPAC Opps”), an entity controlled by Navigation Capital Partners, Inc. (“SPAC NCP”). Mr. Mock controls SPAC NCP, and as a result, may be deemed to indirectly beneficially own the securities held by SPAC NCP, New SPAC Opps and Investment Sub. Mr. Mock disclaims beneficial ownership of such securities except to the extent of his pecuniary interest therein.

(4) Based on 59,454,417 shares of Common Stock, according to information provided by the Issuer.

 

4

 

 

CUSIP No. 030382105  

 

1

Names of Reporting Persons

 

John S. Richardson

2 Check the Appropriate Box if a Member of a Group

(a)

(b)

3 SEC Use Only

 

 

4

Source of Funds

 

AF
5

Check if Disclosure of Legal Proceedings Is Required Pursuant to Items 2(d) or 2(e)

 

6

Citizenship or Place of Organization

 

United States of America
NUMBER OF
SHARES
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON
WITH
7

Sole Voting Power

 

 
0  
8

Shared Voting Power

 

 
10,287,810 (1)  
9

Sole Dispositive Power

 

 
0  
10

Shared Dispositive Power

 

 
10,287,810 (1)  
11

Aggregate Amount Beneficially Owned by Reporting Person

 

10,287,810 (1)
12

Check Box if the Aggregate Amount in Row (11) Excludes Certain Shares

 

13

Percent of Class Represented by Amount in Row (11)

 

17.3% (2)
14

Type of Reporting Person

 

IN

 

(1) Consists of 10,287,810 shares of Common Stock held directly by Holdings. John S. Richardson (“Mr. Richardson”) is a manager of NCP GP, which is the general partner of Navigation Capital, which controls Holdings.  As a result, Mr. Richardson may be deemed to indirectly beneficially own the securities held by Holdings. Mr. Richardson disclaims beneficial ownership of such securities except to the extent of his pecuniary interest therein.
(2) Based on 59,454,417 shares of Common Stock, according to information provided by the Issuer.

 

5

 

 

CUSIP No. 030382105  

 

1

Names of Reporting Persons

 

Stratos Management Systems Holdings, LLC

2 Check the Appropriate Box if a Member of a Group

(a)

(b)

3 SEC Use Only

 

 

4

Source of Funds

 

AF
5

Check if Disclosure of Legal Proceedings Is Required Pursuant to Items 2(d) or 2(e)

 

6

Citizenship or Place of Organization

 

Delaware
NUMBER OF
SHARES
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON
WITH
7

Sole Voting Power

 

 
0  
8

Shared Voting Power

 

 
10,287,810 (1)  
9

Sole Dispositive Power

 

 
0  
10

Shared Dispositive Power

 

 
10,287,810 (1)  
11

Aggregate Amount Beneficially Owned by Each Reporting Person

 

10,287,810 (1)
12

Check Box if the Aggregate Amount in Row (11) Excludes Certain Shares

 

13

Percent of Class Represented by Amount in Row (11)

 

17.3% (2)
14

Type of Reporting Person

 

OO

 

(1) Consists of 10,287,810 shares of Common Stock held directly by Holdings.
(2) Based on 59,454,417 shares of Common Stock, according to information provided by the Issuer.

 

6

 

 

CUSIP No. 030382105  

 

1

Names of Reporting Persons

 

Navigation Capital Partners, Inc.

2 Check the Appropriate Box if a Member of a Group

(a)

(b)

3 SEC Use Only

 

 

4

Source of Funds

 

AF
5

Check if Disclosure of Legal Proceedings Is Required Pursuant to Items 2(d) or 2(e)

 

6

Citizenship or Place of Organization

 

Delaware
NUMBER OF
SHARES
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON
WITH
7

Sole Voting Power

 

 
0  
8

Shared Voting Power

 

 
10,039,724 (1)  
9

Sole Dispositive Power

 

 
0  
10

Shared Dispositive Power

 

 
10,039,724 (1)  
11

Aggregate Amount Beneficially Owned by Reporting Person

 

10,039,724 (1)
12

Check Box if the Aggregate Amount in Row (11) Excludes Certain Shares

 

13

Percent of Class Represented by Amount in Row (11)

 

16.9% (2)
14

Type of Reporting Person

 

CO

 

(1)

Consists of 10,039,724 shares of Common Stock held directly by Investment Sub. Investment Sub is a direct wholly-owned subsidiary of New SPAC Opps, an entity controlled by SPAC NCP, and, as a result, SPAC NCP may be deemed to indirectly beneficially own the securities held by Investment Sub.

(2) Based on 59,454,417 shares of Common Stock, according to information provided by the Issuer.

 

7

 

 

CUSIP No. 030382105  

 

1

Names of Reporting Persons

 

SPAC Opportunity Fund I, L.P.

2 Check the Appropriate Box if a Member of a Group

(a)

(b)

3 SEC Use Only

 

 

4

Source of Funds

 

WC, AF
5

Check if Disclosure of Legal Proceedings Is Required Pursuant to Items 2(d) or 2(e)

 

6

Citizenship or Place of Organization

 

Delaware
NUMBER OF
SHARES
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON
WITH
7

Sole Voting Power

 

 
0  
8

Shared Voting Power

 

 

10,039,724 (1)

 
9

Sole Dispositive Power

 

 
0  
10

Shared Dispositive Power

 

 
10,039,724 (1)  
11

Aggregate Amount Beneficially Owned by Reporting Person

 

10,039,724 (1)
12

Check Box if the Aggregate Amount in Row (11) Excludes Certain Shares

 

13

Percent of Class Represented by Amount in Row (11)

 

16.9% (4)
14

Type of Reporting Person

 

OO

 

(1)

Consists of 10,039,724 shares of Common Stock held directly by Investment Sub. Investment Sub is a direct wholly-owned subsidiary of New SPAC Opps and, as a result, New SPAC Opps may be deemed to indirectly beneficially own the securities held by Investment Sub.

(2) Based on 59,454,417 shares of Common Stock, according to information provided by the Issuer.

  

8

 

 

CUSIP No. 030382105  

 

1

Names of Reporting Persons

 

Navigation Capital Partners SOF I, LLC

2 Check the Appropriate Box if a Member of a Group

(a)

(b)

3 SEC Use Only

 

 

4

Source of Funds

 

WC
5

Check if Disclosure of Legal Proceedings Is Required Pursuant to Items 2(d) or 2(e)

 

6

Citizenship or Place of Organization

 

Delaware
NUMBER OF
SHARES
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON
WITH
7

Sole Voting Power

 

 
0  
8

Shared Voting Power

 

 
10,039,724 (1)  
9

Sole Dispositive Power

 

 
0  
10

Shared Dispositive Power

 

 
10,039,724 (1)  
11

Aggregate Amount Beneficially Owned by Reporting Person

 

10,039,724 (1)
12

Check Box if the Aggregate Amount in Row (11) Excludes Certain Shares

 

13

Percent of Class Represented by Amount in Row (11)

 

16.9% (2)
14

Type of Reporting Person

 

OO

 

(1) Consists of 10,039,724 shares of Common Stock held directly by Investment Sub.
(2) Based on 59,454,417 shares of Common Stock, according to information provided by the Issuer.

 

9

 

 

Responses to each item of this Statement on Schedule 13D are incorporated by reference into the response to each other item, as applicable.

 

This statement (this “Amendment No. 4”) amends the amended and restated Schedule 13D filed with the U.S. Securities and Exchange Commission (the “SEC”) on January 26, 2021 (as amended to date, the “Schedule 13D”), and is being filed by (i) Navigation Capital Partners II, L.P., a Delaware limited partnership (“Navigation Capital”), (ii) NCP General Partner II, LLC, a Delaware limited liability company, and the general partner of Navigation Capital (“NCP GP”), (iii) Stratos Management Systems Holdings, LLC, a Delaware limited liability company (“Holdings”), (iv) Navigation Capital Partners SOF I, LLC, a Delaware limited liability company and a direct wholly-owned subsidiary of New SPAC Opps (as defined below) (“Investment Sub”), (v) SPAC Opportunity Fund I, L.P., a Delaware limited liability company (“New SPAC Opps “), (vi) Navigation Capital Partners, Inc., a Delaware corporation which controls New SPAC Opps (“SPAC NCP”), (vii) Lawrence E. Mock, a citizen of the United States of America (“Mr. Mock”) and (x) a manager of NCP GP and (y) an officer that controls SPAC NCP, and (viii) John S. Richardson, a citizen of the United States of America (“Mr. Richardson” and collectively with Navigation Capital, NCP GP, Holdings, Investment Sub, New SPAC Opps, SPAC NCP and Mr. Mock, the “Reporting Persons”) and a manager of NCP GP, with respect to the common stock, par value $0.001 per share (the “Common Stock”), of American Virtual Cloud Technologies, Inc., a Delaware corporation (referred to herein as the “Issuer”).

 

Except as amended and supplemented hereby, there has been no change in the information contained in the Schedule 13D.

 

Item 1. Security and Issuer

 

The information regarding the securities and the Issuer contained in “Item 1. Security and Issuer” contained in the Schedule 13D is not being amended by this Amendment No. 4.

 

Item 2. Identity and Background

 

The information regarding the securities and the Issuer contained in “Item 2. Identity and Background” contained in the Schedule 13D is not being amended by this Amendment No. 4.

 

 

Item 3. Source and Amount of Funds or Other Consideration

 

The information contained in “Item 3. Source and Amount of Funds or Other Consideration” contained in the Schedule 13D is not being amended by this Amendment No. 4.

 

Item 4. Purpose of Transaction

 

“Item 4. Purpose of Transaction” is hereby amended to add the following:

 

On October 28, 2021, Holdings distributed 6,687,637 shares of the Common Stock to certain of its members, including 688,640 shares to Nobadeer L.P. (“Nobadeer”). Mr. Mock is the general partner of Nobadeer.

 

10

 

 

Item 5. Interest in Securities of the Issuer

 

“Item 5. Interest in Securities of the Issuer” of the Schedule 13D is hereby amended and restated as follows: 

 

  (a)    
       
    Holdings directly owns 10,287,810 shares of Common Stock, representing approximately 17.3% of the Common Stock of the Issuer.
       
    Navigation Capital, as the controlling member of Holdings, may, pursuant to Rule 13d-3, be deemed to beneficially own 10,287,810 shares of Common Stock, representing approximately 17.3% of the Common Stock of the Issuer. Navigation Capital disclaims beneficial ownership of such securities except to the extent of its pecuniary interest therein.
       
    NCP GP, as the general partner of Navigation Capital, and Mr. Richardson, as a manager of NCP GP, may, pursuant to Rule 13d-3, be deemed to beneficially own 10,287,810 shares of Common Stock, representing approximately 17.3% of the Common Stock of the Issuer for NCP GP and Mr. Richardson. Each of NCP GP and Mr. Richardson disclaim beneficial ownership of such securities except to the extent of their pecuniary interest therein.
       
    Investment Sub directly owns 10,039,724 shares of Common Stock, representing approximately 16.9% of the Common Stock of the Issuer.
       
    New SPAC Opps, as the sole member of Investment Sub, may, pursuant to Rule 13d-3, be deemed to beneficially own 10,039,724 shares of Common Stock, which represents approximately 16.9% of the Common Stock of the Issuer. New SPAC Opps disclaims beneficial ownership of the securities held directly by Investment Sub except to the extent of its pecuniary interest therein.
       
    SPAC NCP, as the manager of New SPAC Opps, may, pursuant to Rule 13d-3, be deemed to beneficially own 10,039,724 shares of Common Stock, representing approximately 16.9% of the Common Stock of the Issuer. SPAC NCP disclaims beneficial ownership of such securities except to the extent of its pecuniary interest therein.
       
    Mr. Mock, as a manager of NCP GP, may, pursuant to Rule 13d-3, be deemed to beneficially own  10,287,810 shares of Common Stock held directly by Holdings. Mr. Mock, given his ability to control SPAC NCP, may, pursuant to Rule 13d-3, be deemed to beneficially own 10,039,724 shares of Common Stock held directly by Investment Sub. In addition, Nobadeer, an unaffiliated entity of all of the Reporting Persons, except for Mr. Mock, directly holds 905,342 shares of Common Stock. Mr. Mock is the general partner of Nobadeer, and as a result, may be deemed to indirectly beneficially own securities held by Nobadeer. The foregoing securities, in the aggregate, represent approximately 35.7% of the Common Stock of the Issuer. Mr. Mock disclaims beneficial ownership of such securities except to the extent of his pecuniary interest therein.

 

The percentages set forth in Item 5(a) are based on 59,454,417 shares of Common Stock outstanding, according to information provided by the Issuer..

 

11

 

 

Each of the Reporting Persons may be deemed to be a member of a group with respect to the Issuer or securities of the Issuer for the purposes of Section 13(d) or 13(g) of the Act. Each of the Reporting Persons disclaims beneficial ownership of all of the shares of Common Stock included in this report, except to the extent of any pecuniary interests therein, and the filing of this report shall not be construed as an admission that any such person or entity is the beneficial owner of any such securities for purposes of Section 13(d) or 13(g) of the Securities Exchange Act of 1934, as amended, or for any other purpose.

 

  (b) The information set forth in Items 7 through 11 of the cover pages hereto is incorporated herein by reference.
     
  (c) Except as described herein, none of the Reporting Persons has effected any transaction in the Issuer’s Common Stock during the past 60 days.
     
  (d) As of the date hereof, to the best knowledge and belief of the undersigned, except as otherwise reported herein, no person other than the Reporting Persons have the right to receive or the power to direct the receipt of dividends from, or the proceeds from the sale of, the securities reported herein.

 

  (e) Not Applicable

 

Item 6. Contracts, Arrangements, Understandings or Relationships with Respect to Securities of the Issuer

 

The information contained in “Item 6. Contracts, Arrangements, Understandings or Relationships with Respect to Securities of the Issuer” contained in the Schedule 13D is not being amended by this Amendment No. 4.

 

Item 7. Material to Be Filed as Exhibits

 

The information contained in “Item 7. Material to Be Filed as Exhibits” contained in the Schedule 13D is not being amended by this Amendment No. 4.

 

12

 

 

Signature

 

After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct.

 

Date: November 1, 2021 Navigation Capital Partners II, L.P.
   
  By: NCP General Partner II, LLC, its general partner
   
  Signature:  /s/ Lawrence E. Mock
  Name: Lawrence E. Mock
  Title: Manager
     
  NCP General Partner II, LLC
   
  Signature: /s/ Lawrence E. Mock
  Name: Lawrence E. Mock
  Title: Manager
     
  Lawrence E. Mock
   
  Signature: /s/ Lawrence E. Mock

 

  John S. Richardson
     
  Signature:  /s/ John S. Richardson
   
  Stratos Management Systems Holdings, LLC
     
  Signature: /s/ Lawrence E. Mock
  Name: Lawrence E. Mock
  Title: Chief Executive Officer and
    President
   
  Navigation Capital Partners, Inc.
     
  Signature: /s/ Lawrence E. Mock
  Name: Lawrence E. Mock
  Title: Managing Partner
     
  SPAC Opportunity Fund I, L.P.
     
  Signature: /s/ Lawrence E. Mock
  Name: Lawrence E. Mock
  Title: Manager
     
  Navigation Capital Partners SOF I, LLC
     
  Signature: /s/ Lawrence E. Mock
  Name: Lawrence E. Mock
  Title: Manager

 

 

13