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Filing Details

Accession Number:: 0001013762-21-000177
Form Type:: 4/A
Zero Holdings:: No
Publication Time:: 2021-10-04 21:05:34
Reporting Period:: 2021-09-08

Accepted Time:: 2021-10-04 21:05:34
Original Submission Date:: 2021-09-10
SEC Url:: Form 4 Filing

Issuer

Cik	Name	Symbol	Sector (SIC)	IRS No
1704760	American Virtual Cloud Technologies Inc.	AVCT	()	4/A

Insiders

Cik	Name	Reported Address	Insider Title	Director	Officer	Large Shareholder	Other
1409641	Mock Lawrence E, Jr.	C/O American Virtual Cloud Technologies, Inc 1720 Peachtree Street, Suite 629 Atlanta GA 30309		Yes	No	No	No

Reported Non-Derivative Transactions

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Sec. Name	Acquisiton - Disposition	Date	Amount	Price	Remaning Holdings	Equity Swap Involved	Form Type	Code	Nature of Ownership	Explanation
Common Stock	Acquisiton	2021-09-08	166,843	$0.00	22,763,537	No	4	C	Indirect	Please see footnotes
Common Stock	Acquisiton	2021-09-10	2,429,561	$0.01	25,193,098	No	4	X	Indirect	Please see footnotes
Common Stock	Disposition	2021-09-10	6,079	$4.00	25,187,019	No	4	S	Indirect	Please see footnotes
Common Stock	Acquisiton	2021-09-10	2,000,000	$0.01	27,187,019	No	4	X	Indirect	Please see footnotes
Common Stock	Disposition	2021-09-10	5,005	$4.00	27,182,014	No	4	S	Indirect	Please see footnotes
Common Stock	Acquisiton	2021-09-16	50,000	$0.01	27,232,014	No	4	X	Indirect	Please see footnotes
Common Stock	Disposition	2021-09-16	141	$3.53	27,231,873	No	4	S	Indirect	Please see footnotes

Equity Swap Involved	Form Type	Code	Nature of Ownership	Explanation
No	4	C	Indirect	Please see footnotes
No	4	X	Indirect	Please see footnotes
No	4	S	Indirect	Please see footnotes
No	4	X	Indirect	Please see footnotes
No	4	S	Indirect	Please see footnotes
No	4	X	Indirect	Please see footnotes
No	4	S	Indirect	Please see footnotes

Reported Derivative Transactions

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Sec. Name	Sec. Type	Acquisiton - Disposition	Date	Amount	Price	Amount - 2	Price - 2
Common Stock	Series A Convertible Debentures	Disposition	2021-09-08	0	$0.00	166,843	$0.00
Common Stock	Warrants	Disposition	2021-09-16	50,000	$0.00	50,000	$0.01

Remaning Holdings	Exercise Date	Expiration Date	Equity Swap Involved	Transaction Form Type	Transaction Code	Nature of Ownership
0			No	4	C	Indirect
0	2020-12-01	2025-12-01	No	4	X	Indirect

Footnotes

On September 8, 2021, the unpaid principal amount (together with all accrued but unpaid interest thereon) of the Series A Convertible Debentures held by Nobadeer L.P. ("Nobadeer") automatically converted into shares of the Issuer's common stock, par value $0.001 per share (the "Common Stock") at a conversion price of $3.45 (the "Mandatory Conversions"). The Mandatory Conversions were triggered by the closing price of the Common Stock on the Nasdaq Capital Market exceeding $6.00 for 40 trading days within a consecutive 60 trading day-period. The reported securities are held directly by Nobadeer and indirectly by Mr. Mock, the general partner of Nobadeer. Mr. Mock disclaims beneficial ownership of such securities except to the extent of his pecuniary interest therein. The Reporting Person's Form 4 filed on September 10, 2021 (the "First Form 4") inadvertently failed to report this transaction.
On September 14, 2021, the Reporting Person filed a Form 4 (the "Second Form 4") that inadvertently reported the conversion (the "Prior Conversion") of debentures into 6,673,731 shares of Common Stock, when the Prior Conversion had previously been reported on the First Form 4. The warrant exercises (and subsequent payments made on a cashless basis) in footnotes (3) and (4) below, which were reported on the Second Form 4, are reported in this filing solely to correct the number of shares of Common Stock beneficially owned by the Reporting Person following each transaction.
On September 10, 2021, Navigation Capital Partners SOF I, LLC ("Investment Sub"), a direct wholly-owned subsidiary of SPAC Opportunity Fund I, L.P. ("SPAC Opps"), an entity controlled by Navigation Capital Partners, Inc. ("Navigation Capital") elected to exercise each of its 24,295 warrants (each such warrant entitling the holder thereof to purchase 100 shares of Common Stock at a price of $0.01 per share), and paid the exercise price on a cashless basis, resulting in the Issuer's withholding of 6,079 of the warrant shares to pay the exercise price and issuing to Investment Sub the remaining 2,423,482 shares of Common Stock. Each of the warrants were immediately exercisable and had expiration dates five years from the date of issuance (December 1, 2025, for 10,000 warrants and 79,900 warrants issued on December 1, 2020 and April 7, 2025, for 6,305 warrants issued on April 7, 2020).
(continued from footnote (3)) 6,305 of the warrants were previously held by SPAC Opportunity Partners, LLC prior to being transferred to Investment Sub, and no Form 4 was filed for such transfer due to administrative error. The Reporting Person controls Navigation Capital and as a result, each of the Reporting Person, Navigation Capital and SPAC Opps may be deemed to indirectly beneficially own the reported securities. The Reporting Person disclaims beneficial ownership of such securities except to the extent of his pecuniary interest therein.
On September 10, 2021, Stratos Management Systems Holdings, LLC elected to exercise each of its 20,000 warrants (each such warrant entitling the holder thereof to purchase 100 shares of Common Stock at a price of $0.01 per share), and paid the exercise price on a cashless basis, resulting in the Issuer's withholding of 5,005 of the warrant shares to pay the exercise price and issuing to the Reporting Person the remaining 1,994,995 shares of Common Stock. The Reporting Person may be deemed to be an indirect beneficial owner of the reported securities. The Reporting Person disclaims beneficial ownership of such securities except to the extent of his pecuniary interest therein.
On September 16, 2021, Nobadeer elected to exercise each of its 500 warrants (each such warrant entitling the holder thereof to purchase 100 shares of Common Stock at a price of $0.01 per share), and paid the exercise price on a cashless basis, resulting in the Issuer's withholding of 141 of the warrant shares to pay the exercise price and issuing to Nobadeer the remaining 49,859 shares of Common Stock. The reported securities are held directly by Nobadeer and indirectly by Mr. Mock, the general partner of Nobadeer. Mr. Mock disclaims beneficial ownership of such securities except to the extent of his pecuniary interest therein.