Filing Details

Accession Number:
0001213900-20-010043
Form Type:
4
Zero Holdings:
No
Publication Time:
2020-04-24 16:10:40
Reporting Period:
2020-04-22
Accepted Time:
2020-04-24 16:10:40
SEC Url:
Form 4 Filing
Issuer
Cik Name Symbol Sector (SIC) IRS No
1704760 American Virtual Cloud Technologies Inc. AVCT Blank Checks (6770) 000000000
Insiders
Cik Name Reported Address Insider Title Director Officer Large Shareholder Other
1713058 J. Darrell Mays American Virtual Cloud Technologies Inc.
1720 Peachtree Street, Suite 629
Atlanta GA 30309
Chief Executive Officer Yes Yes Yes No
Reported Non-Derivative Transactions
Sec. Name Acquisiton - Disposition Date Amount Price Remaning Holdings Equity Swap Involved Form Type Code Nature of Ownership Explanation
Common Stock Acquisiton 2020-04-22 125,000 $0.00 125,000 No 4 P Direct
Equity Swap Involved Form Type Code Nature of Ownership Explanation
No 4 P Direct
Reported Derivative Transactions
Sec. Name Sec. Type Acquisiton - Disposition Date Amount Price Amount - 2 Price - 2
Common Stock Warrant Acquisiton 2020-04-22 62,500 $0.00 62,500 $0.01
Common Stock Series A convertible debentures Acquisiton 2020-04-22 0 $0.00 181,159 $3.45
Remaning Holdings Exercise Date Expiration Date Equity Swap Involved Transaction Form Type Transaction Code Nature of Ownership
62,500 2020-04-07 2025-04-07 No 4 P Direct
0 2020-04-07 No 4 P Direct
Reported Non-Derivative Holdings
Sec. Name Remaning Holdings Nature of Ownership Explanation
Common Stock 5,818,500 Indirect See footnote
Reported Derivative Holdings
Sec. Name Sec. Type Price Date Expiration Date Amount Remaning Holdings Nature of Ownership
Common Stock Warrant $0.01 2020-04-07 2025-04-07 883,057 883,057 Indirect
Common Stock Series A convertible debentures $3.45 2020-04-07 2,559,586 0 Indirect
Common Stock Warrant $0.01 2020-04-07 2025-04-07 25,000 25,000 Indirect
Common Stock Series A convertible debentures $3.45 2020-04-07 72,464 0 Indirect
Expiration Date Amount Remaning Holdings Nature of Ownership
2025-04-07 883,057 883,057 Indirect
2,559,586 0 Indirect
2025-04-07 25,000 25,000 Indirect
72,464 0 Indirect
Footnotes
  1. The reported securities were purchased by the Reporting Person for a total purchase price of $1,000,000.
  2. The securities are held directly by Pensare Sponsor Group, LLC (the "Sponsor") and indirectly by Darrell J. Mays, who is the managing member of the Sponsor. Mr. Mays disclaims beneficial ownership of such securities except to the extent of his pecuniary interest therein.
  3. The expiration date is the date that the principal amount of the Series A convertible debenture (together with all accrued but unpaid interest thereon) is paid in full, subject to mandatory conversion in whole pursuant to the terms thereof. The entire principal sum amount of the Series A convertible debenture, together with accrued and unpaid interest thereon, is due and payable on the earlier to occur of (i) such date, commencing on or after October 7, 2022, as the holder, at its sole option, upon not less than 30 days' prior written notice to the Issuer, demands payment thereof and (ii) the occurrence of a Change in Control (as defined therein).