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
- The reported securities were purchased by the Reporting Person for a total purchase price of $1,000,000.
- 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.
- 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).