AVCT Pemfailan SEC - American Virtual Cloud Technologies Inc- Laporan Tahunan, Penyata Proksi, Prospektus

Statistik Asas

CIK

1704760

SEC Filings

All companies that sell securities in the United States must register with the Securities and Exchange Commission (SEC) and file reports on a regular basis. These reports include company annual reports (10K, 10Q), news updates (8K), investor presentations (found in 8Ks), insider trades (form 4), ownership reports (13D, and 13G), and reports related to the specific securities sold, such as registration statements and prospectus. This page shows recent SEC filings related to American Virtual Cloud Technologies Inc

SEC Filings (Chronological Order)

Halaman ini menyediakan senarai kronologi lengkap bagi Pemfailan SEC, tidak termasuk pemfailan pemilikan yang kami sediakan di tempat lain.

May 30, 2023	EX-99.1	IN THE UNITED STATES BANKRUPTCY COURT FOR THE DISTRICT OF DELAWARE Exhibit 99.1 IN THE UNITED STATES BANKRUPTCY COURT FOR THE DISTRICT OF DELAWARE In re: AMERICAN VIRTUAL CLOUD TECHNOLOGIES, INC., et al., Debtors.1 Chapter 11 Case No. 23-10020 (TMH) (Jointly Administered) Re: Docket Nos. 217, 247, 250 & 311 ORDER CONFIRMING THE DEBTORS’ AMENDED COMBINED DISCLOSURE STATEMENT AND CHAPTER 11 PLAN OF LIQUIDATION Upon the filing of the above-captioned debtors and debt
May 30, 2023	15-12G	UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 15 CERTIFICATION AND NOTICE OF TERMINATION OF REGISTRATION UNDER SECTION 12(g) OF THE SECURITIES EXCHANGE ACT OF 1934 OR SUSPENSION OF DUTY TO FILE REPORTS UNDER SECTIONS 13 UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 15 CERTIFICATION AND NOTICE OF TERMINATION OF REGISTRATION UNDER SECTION 12(g) OF THE SECURITIES EXCHANGE ACT OF 1934 OR SUSPENSION OF DUTY TO FILE REPORTS UNDER SECTIONS 13 AND 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Commission File Number: 001-38167 AMERICAN VIRTUAL CLOUD TECHNOLOGIES, INC. (Exact name of registran
May 30, 2023	8-K	UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of report (Date of earliest event reported): May 23, 2023 American Virtual Clo UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of report (Date of earliest event reported): May 23, 2023 American Virtual Cloud Technologies, Inc. (Exact Name of registrant as Specified in Charter) Delaware 001-38167 81-2402421 (State or other jurisdiction (Commission File N
May 30, 2023	EX-99.2	IN THE UNITED STATES BANKRUPTCY COURT FOR THE DISTRICT OF DELAWARE Exhibit 99.2 IN THE UNITED STATES BANKRUPTCY COURT FOR THE DISTRICT OF DELAWARE In re: AMERICAN VIRTUAL CLOUD TECHNOLOGIES, INC., et al., Debtors.1 Chapter 11 Case No. 23-10020 (TMH) (Jointly Administered) Re: Docket Nos. 217, 250, 311 & 320 NOTICE OF EFFECTIVE DATE AND ENTRY OF ORDER CONFIRMING THE DEBTORS’ AMENDED COMBINED DISCLOSURE STATEMENT AND CHAPTER 11 PLAN OF LIQUIDATION PLEASE TAKE NOTIC
May 30, 2023	EX-2.1	Debtors’ Amended Combined Disclosure Statement and Chapter 11 Plan of Liquidation. Exhibit 2.1 IN THE UNITED STATES BANKRUPTCY COURT FOR THE DISTRICT OF DELAWARE In re: AMERICAN VIRTUAL CLOUD TECHNOLOGIES, INC., et al.,1 Debtors. Chapter 11 Case No. 23-10020 (TMH) (Jointly Administered) debtors’ AMENDED combined disclosure statement and chapter 11 plan of liquidation Dated: May 22, 2023 COLE SCHOTZ P.C. Patrick J. Reilley (No. 4451) Stacy L. Newman (No. 5044) Jack M. Dougherty (
May 12, 2023	10-Q	UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended March 31, 2023 ☐ TRANSITION REPORT PURSUANT TO UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended March 31, 2023 or ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission File Number: 001-38167 AMERICAN VIRTUAL CLO
April 11, 2023	EX-99.1	IN THE UNITED STATES BANKRUPTCY COURT FOR THE DISTRICT OF DELAWARE Exhibit 99.1 SOLICITATION VERSION IN THE UNITED STATES BANKRUPTCY COURT FOR THE DISTRICT OF DELAWARE In re: AMERICAN VIRTUAL CLOUD TECHNOLOGIES, INC., et al.,1 Debtors. Chapter 11 Case No. 23-10020 (TMH) (Jointly Administered) debtors’ combined disclosure statement and chapter 11 plan of liquidation Dated: April 5, 2023 COLE SCHOTZ P.C. Patrick J. Reilley (No. 4451) Stacy L. Newman (No. 5044 Jack
April 11, 2023	8-K	UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of report (Date of earliest event reported): April 5, 2023 American Virtual Cl UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of report (Date of earliest event reported): April 5, 2023 American Virtual Cloud Technologies, Inc. (Exact Name of registrant as Specified in Charter) Delaware 001-38167 81-2402421 (State or other jurisdiction (Commission File
April 7, 2023	EX-4.18	Description of Securities Exhibit 4.18 AMERICAN VIRTUAL CLOUD TECHNOLOGIES, INC. DESCRIPTION OF SECURITIES REGISTERED PURSUANT TO SECTION 12 OF THE SECURITIES EXCHANGE ACT OF 1934 The following summary of the material terms of the securities of American Virtual Cloud Technologies, Inc., a Delaware corporation (“we,” “us,” “our” or “the company”), is not intended to be a complete summary of the rights and preferences of suc
April 7, 2023	10-K	UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 FORM 10-K ☒ ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the fiscal year ended December 31, 2022 ☐ TRANSITION REPORT PURSUANT TO SECTION UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 FORM 10-K ☒ ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the fiscal year ended December 31, 2022 OR ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Commission file number: 001-38167 AMERICAN VIRTUAL CLOUD TECHNOLOGIES, INC.
April 7, 2023	EX-21.1	List of subsidiaries. Exhibit 21.1 AMERICAN VIRTUAL CLOUD TECHNOLOGIES, INC. Subsidiaries Place of Incorporation Stratos Management Systems, Inc. Delaware First Byte Computers, Inc. Minnesota eNet Solutions, LLC Texas Computex, Inc. Texas AVCtechnologies USA, Inc. Delaware AVCTechnologies Canada Ltd Canada American Virtual Cloud Technologies Ireland, Limited Ireland Kandy Communications LLC Delaware American Virtual Cl
April 7, 2023	8-K	UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of report (Date of earliest event reported): April 6, 2023 American Virtual Cl UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of report (Date of earliest event reported): April 6, 2023 American Virtual Cloud Technologies, Inc. (Exact Name of registrant as Specified in Charter) Delaware 001-38167 81-2402421 (State or other jurisdiction (Commission File
March 31, 2023	NT 10-K	SEC FILE NUMBER UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 12b-25 NOTIFICATION OF LATE FILING SEC FILE NUMBER 001-38167 CUSIP NUMBER 030382105 (Check one): ☒ Form 10-K ☐ Form 20-F ☐ Form 11-K ☐ Form 10-Q ☐ Form 10-D ☐ Form N-CEN ☐ Form N-CSR For Period Ended: December 31, 2022 ☐ Transition Report on Form 10-K ☐ Transition Report on Form 20-F ☐ Transition Report on Form 11-K ☐ Tra
March 24, 2023	8-K	UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of report (Date of earliest event reported): March 24, 2023 American Virtual C UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of report (Date of earliest event reported): March 24, 2023 American Virtual Cloud Technologies, Inc. (Exact Name of registrant as Specified in Charter) Delaware 001-38167 81-2402421 (State or other jurisdiction (Commission File
March 13, 2023	EX-2.1	Amended and Restated Asset Purchase Agreement, dated as of February 14, 2023, by and among the Company, certain of the Company’s subsidiaries, and Skyvera, LLC. Exhibit 2.1 Amended and Restated ASSET PURCHASE AGREEMENT dated as of February 14, 2023 by and among Skyvera, llc, as Buyer, and american virtual cloud technologies, INC., and ITS SUBSIDIARIES SIGNATORY HERETO as Sellers TABLE OF CONTENTS Article 1 DEFINITIONS 1 1.1 Defined Terms 1 1.2 Interpretation 19 Article 2 ACQUIRED ASSETS AND ASSUMPTION OF LIABILITIES 21 2.1 Assets to be Acquired 21 2.2 Lia
March 13, 2023	8-K	UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of report (Date of earliest event reported): March 10, 2023 American Virtual C UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of report (Date of earliest event reported): March 10, 2023 American Virtual Cloud Technologies, Inc. (Exact Name of registrant as Specified in Charter) Delaware 001-38167 81-2402421 (State or other jurisdiction (Commission File
March 7, 2023	8-K	UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of report (Date of earliest event reported): March 7, 2023 American Virtual Cl UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of report (Date of earliest event reported): March 7, 2023 American Virtual Cloud Technologies, Inc. (Exact Name of registrant as Specified in Charter) Delaware 001-38167 81-2402421 (State or other jurisdiction (Commission File
February 22, 2023	EX-2.1	Asset Purchase Agreement, dated as of February 14, 2023, by and among the Company, certain of the Company’s subsidiaries, and Skyvera, LLC, as amended and restated. Exhibit 2.1 ASSET PURCHASE AGREEMENT dated as of February 14, 2023 by and among Skyvera, llc, as Buyer, and american virtual cloud technologies, INC., and ITS SUBSIDIARIES SIGNATORY HERETO as Sellers TABLE OF CONTENTS ARTICLE 1 DEFINITIONS 1.1 Defined Terms 1 1.2 Interpretation 19 ARTICLE 2 ACQUIRED ASSETS AND ASSUMPTION OF LIABILITIES 2.1 Assets to be Acquired 21 2.2 Liabilities to be Assumed by
February 22, 2023	8-K/A	UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K/A (Amendment No. 1) CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of report (Date of earliest event reported): February 14, UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K/A (Amendment No. 1) CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of report (Date of earliest event reported): February 14, 2023 American Virtual Cloud Technologies, Inc. (Exact Name of registrant as Specified in Charter) Delaware 001-38167 81-2402421 (State or other jurisd
February 15, 2023	EX-2.1	Asset Purchase Agreement, dated as of February 14, 2023, by and among the Company, certain of the Company’s subsidiaries, and Skyvera, LLC. Exhibit 2.1 ASSET PURCHASE AGREEMENT dated as of February 14, 2023 by and among Skyvera, llc, as Buyer, and american virtual cloud technologies, INC., and ITS SUBSIDIARIES SIGNATORY HERETO as Sellers TABLE OF CONTENTS Article 1 DEFINITIONS 1 1.1 Defined Terms 1 1.2 Interpretation 19 Article 2 ACQUIRED ASSETS AND ASSUMPTION OF LIABILITIES 21 2.1 Assets to be Acquired 21 2.2 Liabilities to be Assume
February 15, 2023	8-K	UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of report (Date of earliest event reported): February 14, 2023 American Virtua UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of report (Date of earliest event reported): February 14, 2023 American Virtual Cloud Technologies, Inc. (Exact Name of registrant as Specified in Charter) Delaware 001-38167 81-2402421 (State or other jurisdiction (Commission F
February 14, 2023	SC 13G/A	US0303822045 / AMERICAN VIRTUAL CLOUD TECHNOLOGIES INC / CVI Investments, Inc. - SC 13G/A Passive Investment CUSIP No: 030382204 SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G (Rule 13d-102) INFORMATION TO BE INCLUDED IN STATEMENTS FILED PURSUANT TO § 240.13d-1(b), (c) AND (d) AND AMENDMENTS THERETO FILED PURSUANT TO § 240.13d-2. (Amendment No. 1)* American Virtual Cloud Technologies, Inc. (Name of Issuer) Common Stock, $0.0001 par value per share (Title of Class of Securities) 03
February 8, 2023	SC 13G/A	US0303822045 / AMERICAN VIRTUAL CLOUD TECHNOLOGIES INC / MASTEC INC - SC 13G/A Passive Investment SC 13G/A UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G Under the Securities Exchange Act of 1934 (Amendment No. 2*) American Virtual Cloud Technologies, Inc. (Name of Issuer) Common Stock, Par Value $.0001 Per Share (Title of Class of Securities) 030382204 (CUSIP Number) December 31, 2022 (Date of Event which Requires Filing of this Statement) Check the app
February 6, 2023	SC 13G/A	US0303822045 / AMERICAN VIRTUAL CLOUD TECHNOLOGIES INC / Hudson Bay Capital Management LP - AVCT 13GA Passive Investment SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G/A Under the Securities Exchange Act of 1934 (Amendment No. 1)* American Virtual Cloud Technologies, Inc. (Name of Issuer) Common Stock, par value $0.0001 per share (Title of Class of Securities) 030382204 (CUSIP Number) December 31, 2022 (Date of Event Which Requires Filing of this Statement) Check the appropriate box to design
January 12, 2023	8-K	UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of report (Date of earliest event reported): January 11, 2023 American Virtual UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of report (Date of earliest event reported): January 11, 2023 American Virtual Cloud Technologies, Inc. (Exact Name of registrant as Specified in Charter) Delaware 001-38167 81-2402421 (State or other jurisdiction (Commission Fi
January 11, 2023	8-K	UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of report (Date of earliest event reported): January 6, 2023 American Virtual UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of report (Date of earliest event reported): January 6, 2023 American Virtual Cloud Technologies, Inc. (Exact Name of registrant as Specified in Charter) Delaware 001-38167 81-2402421 (State or other jurisdiction (Commission Fil
December 21, 2022	8-K	UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of report (Date of earliest event reported): December 15, 2022 American Virtua UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of report (Date of earliest event reported): December 15, 2022 American Virtual Cloud Technologies, Inc. (Exact Name of registrant as Specified in Charter) Delaware 001-38167 81-2402421 (State or other jurisdiction of incorporat
December 1, 2022	424B3	American Virtual Cloud Technologies, Inc. 10,000,000 Shares of Common Stock Filed Pursuant to Rule 424(b)(3) Registration No. 333-268443 Prospectus American Virtual Cloud Technologies, Inc. 10,000,000 Shares of Common Stock This prospectus relates to the resale by the selling stockholders named herein, from time to time, of up to an aggregate of 10,000,000 shares of common stock, par value $0.0001 per share (the “Common Stock”), of American Virtual Cloud Technologies, Inc
November 28, 2022	CORRESP	American Virtual Cloud Technologies, Inc. 1720 Peachtree Street, Suite 629 Atlanta, GA, 30309 American Virtual Cloud Technologies, Inc. 1720 Peachtree Street, Suite 629 Atlanta, GA, 30309 November 28, 2022 Marion Graham Law Clerk Unites States Securities and Exchange Commission 100 F Street, N.E. Washington, D.C. 20549 RE: American Virtual Cloud Technologies, Inc. (the ?Company?) Form S-3 (the ?Registration Statement?) File Number 333-268443 Dear Ms. Graham: The Company hereby requests, pu
November 17, 2022	EX-FILING FEES	Filing Fee Table * Exhibit 107 Calculation of Filing Fee Tables FORM S-3 (Form Type) American Virtual Cloud Technologies, Inc.
November 17, 2022	S-3	As filed with the Securities and Exchange Commission on November 17, 2022 As filed with the Securities and Exchange Commission on November 17, 2022 Registration No.
November 14, 2022	10-Q	UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended September 30, 2022 ☐ TRANSITION REPORT PURSUANT UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended September 30, 2022 or ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission File Number: 001-38167 AMERICAN VIRTUAL
October 27, 2022	SC 13G	AVCT / American Virtual Cloud Technologies Inc / CVI Investments, Inc. - SC 13G Passive Investment CUSIP No:    030382204 SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G (Rule 13d-102) INFORMATION TO BE INCLUDED IN STATEMENTS FILED PURSUANT TO § 240.13d-1(b), (c) AND (d) AND AMENDMENTS THERETO FILED PURSUANT TO § 240.13d-2. (Amendment No. )* American Virtual Cloud Technologies, Inc. (Name of Issuer) Common Stock, $0.0001 par value per share (Title of Class of Securities)
October 25, 2022	8-K	UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of report (Date of earliest event reported): October 20, 2022 American Virtual UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of report (Date of earliest event reported): October 20, 2022 American Virtual Cloud Technologies, Inc. (Exact Name of registrant as Specified in Charter) Delaware 001-38167 81-2402421 (State or other jurisdiction (Commission Fi
October 20, 2022	8-K	UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of report (Date of earliest event reported): October 20, 2022 (October 18, 202 UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of report (Date of earliest event reported): October 20, 2022 (October 18, 2022) American Virtual Cloud Technologies, Inc. (Exact Name of registrant as Specified in Charter) Delaware 001-38167 81-2402421 (State or other jurisdic
October 20, 2022	EX-99.1	AVCT Announces $10 Million Registered Direct Offering and Concurrent Private Placement Priced At-the-Market Under Nasdaq Rules Exhibit 99.1 AVCT Announces $10 Million Registered Direct Offering and Concurrent Private Placement Priced At-the-Market Under Nasdaq Rules ATLANTA, Oct. 18, 2022 (GLOBE NEWSWIRE) - American Virtual Cloud Technologies, Inc. (the “Company”) (Nasdaq: AVCT), today announced that it has entered into definitive agreements with institutional investors for the purchase and sale of 5,000,000 shares of its
October 20, 2022	424B5	5,000,000 Shares of Common Stock Filed Pursuant to Rule 424(b)(5) Registration No. 333-258136 Prospectus Supplement (To Prospectus dated August 27, 2021) 5,000,000 Shares of Common Stock American Virtual Cloud Technologies, Inc. (the “Company” or “we”) is offering (the “Offering”) 5,000,000 shares of our common stock, par value $0.0001 per share (the “Common Stock”), at a purchase price of $2.00 per share of Common Stock to certa
October 20, 2022	EX-10.1	Securities Purchase Agreement, dated as of October 18, 2022 Exhibit 10.1 SECURITIES PURCHASE AGREEMENT This Securities Purchase Agreement (this “Agreement”) is dated as of October 18, 2022, between American Virtual Cloud Technologies, Inc., a Delaware corporation (the “Company”), and each purchaser identified on the signature pages hereto (each, including its successors and assigns, a “Purchaser” and collectively the “Purchasers”). WHEREAS, subject to the
October 20, 2022	EX-4.1	Form of Warrant Exhibit 4.1 NEITHER THIS SECURITY NOR THE SECURITIES INTO WHICH THIS SECURITY IS EXERCISABLE HAVE BEEN REGISTERED WITH THE SECURITIES AND EXCHANGE COMMISSION OR THE SECURITIES COMMISSION OF ANY STATE IN RELIANCE UPON AN EXEMPTION FROM REGISTRATION UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”), AND, ACCORDINGLY, MAY NOT BE OFFERED OR SOLD EXCEPT PURSUANT TO AN EFFECTIVE REGIST
October 11, 2022	8-K	UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of report (Date of earliest event reported): October 11, 2022 American Virtual UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of report (Date of earliest event reported): October 11, 2022 American Virtual Cloud Technologies, Inc. (Exact Name of registrant as Specified in Charter) Delaware (State or other jurisdiction of incorporation) 001-38167 (Commis
September 30, 2022	8-K	Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year, Material Modification to Rights of Security Holders, Financial Statements and Exhibits UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of report (Date of earliest event reported): September 30, 2022 American Virtual Cloud Technologies, Inc. (Exact Name of registrant as Specified in Charter) Delaware 001-38167 81-2402421 (State or other jurisdiction of incorpora
September 30, 2022	EX-3.1	Certificate of Amendment of Certificate of Incorporation of American Virtual Cloud Technologies, Inc., dated September 30, 2022. Exhibit 3.1 CERTIFICATE OF AMENDMENT OF AMENDED AND RESTATED CERTIFICATE OF INCORPORATION OF AMERICAN VIRTUAL CLOUD TECHNOLOGIES, INC. American Virtual Cloud Technologies, Inc., a corporation duly organized and existing under the General Corporation Law of the State of Delaware (the ?Corporation?), does hereby certify that: 1. The amended and restated certificate of incorporation of the Corporatio
September 26, 2022	EX-10.1	Settlement Agreement, dated as of September 26, 2022. Exhibit 10.1 SETTLEMENT AGREEMENT THIS SETTLEMENT AGREEMENT (this ?Agreement?), dated as of September 26, 2022, is entered into by and among American Virtual Cloud Technologies, Inc., a Delaware corporation (the ?Company?), and the undersigned holders of securities of the Company (each, a ?Holder Entity?, and collectively, the ?Holder?), on each Holder Entity?s own behalf and in its respective cap
September 26, 2022	8-K	Entry into a Material Definitive Agreement, Termination of a Material Definitive Agreement, Unregistered Sales of Equity Securities, Financial Statements and Exhibits UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of report (Date of earliest event reported): September 26, 2022 American Virtual Cloud Technologies, Inc. (Exact Name of registrant as Specified in Charter) Delaware 001-38167 81-2402421 (State or other jurisdiction of incorpora
September 21, 2022	SC 13D/A	AVCT / American Virtual Cloud Technologies Inc / Ribbon Communications Inc. - SC 13D/A Activist Investment UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13D Under the Securities Exchange Act of 1934 (Amendment No. 2)* American Virtual Cloud Technologies, Inc. (Name of Issuer) Common Stock, par value $0.0001 (Title of Class of Securities) 030382105 (CUSIP Number) Patrick Macken Executive Vice President and Chief Legal Officer c/o Ribbon Communications Inc. 6500 Chase O
September 12, 2022	EX-10.1	Exchange Agreement, dated as of September 11, 2022. Exhibit 10.1 EXECUTION COPY EXCHANGE AGREEMENT THIS EXCHANGE AGREEMENT (this ?Agreement?), dated as of September 11, 2022, is entered into by and among American Virtual Cloud Technologies, Inc., a Delaware corporation (the ?Company?), and the undersigned holders of securities of the Company (each, a ?Holder Entity?, and collectively, the ?Holder?), on each Holder Entity?s own behalf and in its res
September 12, 2022	8-K	Entry into a Material Definitive Agreement, Unregistered Sales of Equity Securities, Financial Statements and Exhibits, Other Events UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of report (Date of earliest event reported): September 11, 2022 American Virtual Cloud Technologies, Inc. (Exact Name of registrant as Specified in Charter) Delaware 001-38167 81-2402421 (State or other jurisdiction of incorpora
September 8, 2022	8-K	Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers, Financial Statements and Exhibits UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of report (Date of earliest event reported): September 7, 2022 American Virtual Cloud Technologies, Inc. (Exact Name of registrant as Specified in Charter) Delaware 001-38167 81-2402421 (State or other jurisdiction of incorporat
September 8, 2022	EX-10.1	American Virtual Cloud Technologies, Inc. Key Executive Incentive Plan. Exhibit 10.1 Confidential AMERICAN VIRTUAL CLOUD TECHNOLOGIES, INC. Key Executive Incentive Plan EFFECTIVE DATE: AS OF SEPTEMBER 1, 2022 I. Introduction and defined terms A. The American Virtual Cloud Technologies, Inc. Key Executive Incentive Plan (the ?KEIP?) is a performance-based incentive program, the purpose of which is to motivate certain senior executives of American Virtual Cloud Technolo
September 8, 2022	EX-10.2	Form of Award Letter under American Virtual Cloud Technologies, Inc. Key Executive Incentive Plan. Exhibit 10.2 Confidential AMERICAN VIRTUAL CLOUD TECHNOLOGIES, INC. Key Executive Incentive Plan confidential letter agreement [Insert Executive Name] [Insert Executive Address] [Insert Executive Address] Re: American Virtual Cloud Technologies, Inc. Key Executive Incentive Plan Dear [Insert Executive Name], You are receiving this letter because you have been identified by American Virtual Cloud T
September 1, 2022	EX-10.5	Amended and Restated Waiver Agreement, dated as of August 31, 2022. Exhibit 10.5 AMENDED AND RESTATED WAIVER AGREEMENT This AMENDED AND RESTATED WAIVER AGREEMENT (this ?Agreement?), dated as of August 31, 2022, is entered into by and among American Virtual Cloud Technologies, Inc., a Delaware corporation (the ?Company?), and the undersigned holders of securities of the Company (each, a ?Holder Entity?, and collectively, the ?Holder?), on each Holder Entity?s own b
September 1, 2022	424B5	American Virtual Cloud Technologies, Inc. Up to $14,785,490 Common Stock Filed Pursuant to Rule 424(b)(5) Registration No. 333-258136 Prospectus Supplement (To Prospectus dated August 27, 2021) American Virtual Cloud Technologies, Inc. Up to $14,785,490 Common Stock We have entered into an Equity Distribution Agreement (the ?Equity Distribution Agreement?) with Northland Securities, Inc. (?Northland?) relating to shares of our common stock, par value $0.0001 per share
September 1, 2022	EX-10.4	Warrant Termination Agreement, dated as of August 29, 2022, by and between American Virtual Cloud Technologies, Inc. and Ribbon Communications Inc. Exhibit 10.4 WARRANT TERMINATION agreement THIS WARRANT TERMINATION AGREEMENT (this ?Agreement?) is made as of August 29, 2022, by and between AMERICAN VIRTUAL CLOUD TECHNOLOGIES, INC., a Delaware corporation (the ?Company?), and RIBBON COMMUNICATIONS INC., a Delaware corporation (the ?Holder?). The Company and the Holder may collectively be referred to herein as the ?Parties,? and each, individua
September 1, 2022	EX-1.1	Equity Distribution Agreement, dated as of September 1, 2022 Exhibit 1.1 AMERICAN VIRTUAL CLOUD TECHNOLOGIES, INC. EQUITY DISTRIBUTION AGREEMENT September 1, 2022 NORTHLAND CAPITAL MARKETS1 150 South Fifth Street, Suite 3300 Minneapolis, Minnesota 55402 Ladies and Gentlemen: American Virtual Cloud Technologies, Inc., a Delaware corporation (the ?Company?), proposes to issue and sell through Northland Capital Markets, as sales agent (the ?Manager?), on the t
September 1, 2022	8-K	Entry into a Material Definitive Agreement, Financial Statements and Exhibits, Other Events UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of report (Date of earliest event reported): September 1, 2022 American Virtual Cloud Technologies, Inc. (Exact Name of registrant as Specified in Charter) Delaware 001-38167 81-2402421 (State or other jurisdiction of incorporat
September 1, 2022	EX-10.1	Settlement Agreement, dated as of August 29, 2022, by and among Ribbon Communications Canada, ULC, Ribbon Communications, Inc., Ribbon Communications Operating Company, Inc., American Virtual Cloud Technologies, Inc. and AVCtechnologies USA, Inc. Exhibit 10.1 Execution Version SETTLEMENT AGREEMENT THIS SETTLEMENT AGREEMENT (?Settlement Agreement?) is made as of August 29, 2022 (the ?Effective Date?) by and among Ribbon Communications Canada, ULC (?Ribbon Canada?), Ribbon Communications, Inc. (?Ribbon Parent?), Ribbon Communications Operating Company, Inc. (?RCOCI?), American Virtual Cloud Technologies, Inc. (?AVCT?) and AVCtechnologies USA
September 1, 2022	EX-10.2	Wind Down Agreement, dated as of August 29, 2022, by and between Ribbon Communications Operating Company, Inc. and AVCtechnologies USA, Inc. Exhibit 10.2 WIND DOWN AGREEMENT WIND DOWN AGREEMENT (?Agreement?), dated August 29, 2022, by and between RIBBON COMMUNICATIONS OPERATING COMPANY, INC. (?RCOCI?) and AVCTECHNOLOGIES USA, INC. (?AVCT USA?). Each of RCOCI and AVCT USA a Party, and collectively, the Parties. BACKGROUND WHEREAS, that certain Reseller Agreement was entered into by RCOCI as Reseller and AVCT USA as Supplier with an effe
September 1, 2022	EX-10.3	Stock Redemption Agreement, dated as of August 29, 2022, by and between Ribbon Communications Inc. and American Virtual Cloud Technologies, Inc. Exhibit 10.3 STOCK REDEMPTION AGREEMENT THIS STOCK REDEMPTION AGREEMENT (?Agreement?) is made and effective as of August 29, 2022, by and between RIBBON COMMUNICATIONS INC., a Delaware corporation (?Seller?), and AMERICAN VIRTUAL CLOUD TECHNOLOGIES, INC., a Delaware corporation (the ?Corporation?). The Seller and the Corporation shall each individually at times be referred to herein as a ?Party? o
September 1, 2022	8-K	Entry into a Material Definitive Agreement, Termination of a Material Definitive Agreement, Financial Statements and Exhibits UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of report (Date of earliest event reported): August 29, 2022 American Virtual Cloud Technologies, Inc. (Exact Name of registrant as Specified in Charter) Delaware 001-38167 81-2402421 (State or other jurisdiction of incorporatio
August 25, 2022	EX-99.1	AVCT ANNOUNCES BOARD AND MANAGEMENT CHANGES ALONG WITH REVIEW OF STRATEGIC ALTERNATIVES Exhibit 99.1 AVCT ANNOUNCES BOARD AND MANAGEMENT CHANGES ALONG WITH REVIEW OF STRATEGIC ALTERNATIVES ATLANTA, August 25, 2022 - American Virtual Cloud Technologies, Inc. (Nasdaq: AVCT) (the ?Company?) today announces changes to its board of directors and management team, along with the launch of a review to explore the sale of the entire business or selected assets. As part of this shift, the Comp
August 25, 2022	8-K	Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers, Financial Statements and Exhibits, Other Events UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of report (Date of earliest event reported): August 21, 2022 American Virtual Cloud Technologies, Inc. (Exact Name of registrant as Specified in Charter) Delaware (State or other jurisdiction of incorporation) 001-38167 (Commiss
August 16, 2022	EX-10.8	Waiver Agreement, dated as of August 15, 2022. Exhibit 10.8 WAIVER AGREEMENT This WAIVER AGREEMENT (this ?Agreement?), dated as of August 15, 2022, is entered into by and among American Virtual Cloud Technologies, Inc., a Delaware corporation (the ?Company?), and the undersigned holders of securities of the Company (each, a ?Holder Entity?, and collectively, the ?Holder?). RECITALS A. The Company and a Holder Entity are parties to (i) a Securi
August 16, 2022	10-Q	UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended June 30, 2022 ☐ TRANSITION REPORT PURSUANT TO S UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q ? QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended June 30, 2022 or ? TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission File Number: 001-38167 AMERICAN VIRTUAL CLOU
August 15, 2022	NT 10-Q	SEC FILE NUMBER UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 12b-25 NOTIFICATION OF LATE FILING SEC FILE NUMBER 001-38167 CUSIP NUMBER 030382105 (Check one): ? Form 10-K ? Form 20-F ? Form 11-K ? Form 10-Q ? Form 10-D ? Form N-CEN ? Form N-CSR For Period Ended: June 30, 2022 ? Transition Report on Form 10-K ? Transition Report on Form 20-F ? Transition Report on Form 11-K ? Transit
August 2, 2022	8-K	Notice of Delisting or Failure to Satisfy a Continued Listing Rule or Standard; Transfer of Listing UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of report (Date of earliest event reported): August 2, 2022 (July 27, 2022) American Virtual Cloud Technologies, Inc. (Exact Name of registrant as Specified in Charter) Delaware 001-38167 81-2402421 (State or other jurisdiction
July 26, 2022	424B5	American Virtual Cloud Technologies, Inc. 29,093,952 Shares of Common Stock Underlying Series B Convertible Preferred Stock Filed Pursuant to Rule 424(b)(5) Registration No. 333-258136 Prospectus Supplement (To Prospectus dated August 27, 2021) American Virtual Cloud Technologies, Inc. 29,093,952 Shares of Common Stock Underlying Series B Convertible Preferred Stock American Virtual Cloud Technologies, Inc. (the ?Company? or ?we?) is offering (the ?Offering?) 29,093,952 additional shares of the Company?s common stock,
June 2, 2022	424B3	American Virtual Cloud Technologies, Inc. 120,000,000 Shares of Common Stock Filed Pursuant to Rule 424(b)(3) Registration No. 333-265083 Prospectus American Virtual Cloud Technologies, Inc. 120,000,000 Shares of Common Stock This prospectus relates to the resale by the selling stockholders of up to an aggregate of 120,000,000 shares of common stock, par value $0.0001 per share (the ?Common Stock?), of American Virtual Cloud Technologies, Inc. (?AVCT,? ?we,? ?us? or the ?C
June 1, 2022	EFFECT	EFFECT X0101 EFFECT 33 LIVE 2022-06-01 16:00:00 S-3 0001704760 American Virtual Cloud Technologies, Inc. 333-265083
May 27, 2022	CORRESP	American Virtual Cloud Technologies, Inc. 1720 Peachtree Street, Suite 629 Atlanta, GA, 30309 American Virtual Cloud Technologies, Inc. 1720 Peachtree Street, Suite 629 Atlanta, GA, 30309 May 27, 2022 Ms. Olivia Bobes Law Clerk Unites States Securities and Exchange Commission 100 F Street, N.E. Washington, D.C. 20549 RE: American Virtual Cloud Technologies, Inc. (the ?Company?) Form S-3 (the ?Registration Statement?) File Number 333-265083 Dear Ms. Bobes: The Company hereby requests, pursu
May 25, 2022	8-K	Notice of Delisting or Failure to Satisfy a Continued Listing Rule or Standard; Transfer of Listing, Other Events, Submission of Matters to a Vote of Security Holders UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of report (Date of earliest event reported): May 25, 2022 (May 20, 2022) American Virtual Cloud Technologies, Inc. (Exact Name of registrant as Specified in Charter) Delaware 001-38167 81-2402421 (State or other jurisdiction of
May 19, 2022	EX-FILING FEES	Filing Fee Table * Exhibit 107 Calculation of Filing Fee Tables FORM S-3 (Form Type) American Virtual Cloud Technologies, Inc.
May 19, 2022	S-3	As filed with the Securities and Exchange Commission on May 19, 2022 As filed with the Securities and Exchange Commission on May 19, 2022 Registration No.
May 16, 2022	10-Q	UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended March 31, 2022 ☐ TRANSITION REPORT PURSUANT TO UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q ? QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended March 31, 2022 or ? TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission File Number: 001-38167 AMERICAN VIRTUAL CLO
May 11, 2022	DEFA14A	UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Schedule 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 (Amendment No. 1) UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Schedule 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 (Amendment No. 1) Filed by the Registrant ? Filed by a party other than the Registrant ? Check the appropriate box: ? Preliminary Proxy Statement ? Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2)) ? Defi
May 2, 2022	DEF 14A	UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Schedule 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 (Amendment No. ) UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Schedule 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 (Amendment No. ) Filed by the Registrant ? Filed by a party other than the Registrant ? Check the appropriate box: ? Preliminary Proxy Statement ? Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2)) ? Defin
April 25, 2022	EX-10.3	Registration Rights Agreement, dated as of April 19, 2022 Exhibit 10.3 REGISTRATION RIGHTS AGREEMENT This REGISTRATION RIGHTS AGREEMENT (this ?Agreement?), dated as of April 19, 2022, is by and among American Virtual Cloud Technologies, Inc., a Delaware corporation with offices located at 1720 Peachtree Street, Suite 629, Atlanta, Georgia 30309 (the ?Company?), and the undersigned buyers (each, a ?Buyer,? and collectively, the ?Buyers?). RECITALS A. In c
April 25, 2022	EX-10.1	Security and Pledge Agreement, dated as of April 19, 2022 Exhibit 10.1 SECURITY AND PLEDGE AGREEMENT SECURITY AND PLEDGE AGREEMENT, dated as of April 19, 2022 (this ?Agreement?), made by American Virtual Cloud Technologies, Inc., a company organized under the laws of Delaware, with offices located at 1720 Peachtree Street, Suite 629, Atlanta, GA 30309 (the ?Company?), and each of the undersigned, and any additional entities which becomes parties to this
April 25, 2022	EX-10.2	Guaranty, dated as of April 19, 2022 Exhibit 10.2 GUARANTY This GUARANTY, dated as of April 19, 2022 (this ?Guaranty?), is made by each of the undersigned (each a ?Guarantor?, and collectively, the ?Guarantors?), in favor of [ ], a Delaware limited partnership, in its capacity as collateral agent (in such capacity, the ?Collateral Agent? as hereinafter further defined) for the ?Buyers? party to the Securities Purchase Agreement (each
April 25, 2022	EX-10.5	Services Agreement, signed on April 23, 2022, between American Virtual Cloud Technologies, Inc. and SAW Holdings, LLC Exhibit 10.5 CONSULTING AGREEMENT THIS CONSULTING AGREEMENT (?Agreement?) is made and entered into effective as of April 1, 2022 (the ?Effective Date??), by and between SAW Holdings, LLC (the ?Consultant?), and American Virtual Cloud Technologies, Inc. (?AVCT? or the ?Company?), whose address is 1720 Peachtree Street, Suite 629, Atlanta, GA 30309. When referred to collectively the Company and the
April 25, 2022	8-K	Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers, Entry into a Material Definitive Agreement, Termination of a Material Definitive Agreement, Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement of a Registrant, Unregistered Sales of Equity Securities, Financial Statements and Exhibits UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of report (Date of earliest event reported): April 19, 2022 American Virtual Cloud Technologies, Inc. (Exact Name of registrant as Specified in Charter) Delaware 001-38167 81-2402421 (State or other jurisdiction (Commission File
April 25, 2022	EX-10.6	Termination Agreement, dated as of April 21, 2022, between American Virtual Cloud Technologies, Inc. and Navigation Capital Partners, Inc. Exhibit 10.6 TERMINATION AGREEMENT TERMINATION AGREEMENT (this ?Agreement?), dated as of April 21, 2022, by and between American Virtual Cloud Technologies, Inc., a Delaware corporation (the ?Company?), and Navigation Capital Partners, Inc., a Delaware corporation (?Consultant?). Each of the Company and Consultant is sometimes referred to herein as a ?Party,? and the Company and Consultant are som
April 25, 2022	EX-4.1	Senior Secured Convertible Note, dated April 19, 2022 Exhibit 4.1 NEITHER THE ISSUANCE AND SALE OF THE SECURITIES REPRESENTED BY THIS CERTIFICATE NOR THE SECURITIES INTO WHICH THESE SECURITIES ARE CONVERTIBLE HAVE BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED, OR APPLICABLE STATE SECURITIES LAWS. THE SECURITIES MAY NOT BE OFFERED FOR SALE, SOLD, TRANSFERRED OR ASSIGNED (I) IN THE ABSENCE OF (A) AN EFFECTIVE REGISTRATION STATEMENT FOR T
April 19, 2022	PRE 14A	UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Schedule 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 (Amendment No. ) UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Schedule 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 (Amendment No. ) Filed by the Registrant ? Filed by a party other than the Registrant ? Check the appropriate box: ? Preliminary Proxy Statement ? Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2)) ? Defin
April 15, 2022	EX-99.1	AVCT Announces Senior Secured Convertible Note Agreement Net proceeds to be used to strengthen balance sheet for first year as a “pure-play” converged communications company Exhibit 99.1 AVCT Announces Senior Secured Convertible Note Agreement Net proceeds to be used to strengthen balance sheet for first year as a “pure-play” converged communications company ATLANTA, Georgia, April 15, 2022- American Virtual Cloud Technologies, Inc. (Nasdaq: AVCT the “Company”) today announced that it has entered into a securities purchase agreement for the sale of a new series of sen
April 15, 2022	EX-10.5	Form of Voting Agreement Exhibit 10.5 FORM OF VOTING AGREEMENT VOTING AGREEMENT, dated as of April , 2022 (this ?Agreement?), by and between American Virtual Cloud Technologies, Inc., a Delaware corporation (the ?Company?) and [ ] (the ?Stockholder?). WHEREAS, the Company and one or more buyers (the ?Investors?) are entering into a Securities Purchase Agreement, dated on or about the date hereof (the ?Securities Purchase
April 15, 2022	EX-10.2	Form of Security and Pledge Agreement Exhibit 10.2 SECURITY AND PLEDGE AGREEMENT SECURITY AND PLEDGE AGREEMENT, dated as of April [], 2022 (this ?Agreement?), made by American Virtual Cloud Technologies, Inc., a company organized under the laws of Delaware, with offices located at 1720 Peachtree Street, Suite 629, Atlanta, GA 30309 (the ?Company?), and each of the undersigned, and any additional entities which becomes parties to this
April 15, 2022	8-K	Entry into a Material Definitive Agreement, Unregistered Sales of Equity Securities, Financial Statements and Exhibits, Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement of a Registrant, Other Events UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of report (Date of earliest event reported): April 14, 2022 American Virtual Cloud Technologies, Inc. (Exact Name of registrant as Specified in Charter) Delaware 001-38167 81-2402421 (State or other jurisdiction of incorporation
April 15, 2022	EX-10.3	Form of Pledge Agreement Exhibit 10.3 GUARANTY This GUARANTY, dated as of April , 2022 (this ?Guaranty?), is made by each of the undersigned (each a ?Guarantor?, and collectively, the ?Guarantors?), in favor of [ ], a Delaware limited partnership, in its capacity as collateral agent (in such capacity, the ?Collateral Agent? as hereinafter further defined) for the ?Buyers? party to the Securities Purchase Agreement (each a
April 15, 2022	EX-10.1	Securities Purchase Agreement, dated as of April 14, 2022 Exhibit 10.1 EXECUTION VERSION SECURITIES PURCHASE AGREEMENT This SECURITIES PURCHASE AGREEMENT (the ?Agreement?), dated as of April 14, 2022, is by and among American Virtual Cloud Technologies, Inc., a Delaware corporation with offices located at 1720 Peachtree Street, Suite 629, Atlanta, GA 30309 (the ?Company?), and each of the investors listed on the Schedule of Buyers attached hereto (indivi
April 15, 2022	EX-4.1	Form of Senior Secured Convertible Note Exhibit 4.1 [FORM OF SENIOR SECURED CONVERTIBLE NOTE] NEITHER THE ISSUANCE AND SALE OF THE SECURITIES REPRESENTED BY THIS CERTIFICATE NOR THE SECURITIES INTO WHICH THESE SECURITIES ARE CONVERTIBLE HAVE BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED, OR APPLICABLE STATE SECURITIES LAWS. THE SECURITIES MAY NOT BE OFFERED FOR SALE, SOLD, TRANSFERRED OR ASSIGNED (I) IN THE ABSENCE OF (A)
April 15, 2022	EX-21.1	List of subsidiaries. Exhibit 21.1 AMERICAN VIRTUAL CLOUD TECHNOLOGIES, INC. Subsidiaries Place of Incorporation Stratos Management Systems, Inc. Delaware First Byte Computers, Inc. Minnesota eNet Solutions, LLC Texas Computex, Inc. Texas AVCtechnologies USA, Inc. Delaware AVCTechnologies Canada Ltd Canada American Virtual Cloud Technologies Ireland, Limited Ireland Kandy Communications LLC Delaware American Virtual Cl
April 15, 2022	EX-10.4	Form of Registration Rights Agreement Exhibit 10.4 REGISTRATION RIGHTS AGREEMENT This REGISTRATION RIGHTS AGREEMENT (this ?Agreement?), dated as of April [], 2022, is by and among American Virtual Cloud Technologies, Inc., a Delaware corporation with offices located at 1720 Peachtree Street, Suite 629, Atlanta, Georgia 30309 (the ?Company?), and the undersigned buyers (each, a ?Buyer,? and collectively, the ?Buyers?). RECITALS A. In c
April 15, 2022	10-K	UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 FORM 10-K ☒ ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the fiscal year ended December 31, 2021 ☐ TRANSITION REPORT PURSUANT TO SECTION UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 FORM 10-K ? ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the fiscal year ended December 31, 2021 OR ? TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Commission file number: 001-38167 AMERICAN VIRTUAL CLOUD TECHNOLOGIES, INC.
March 30, 2022	NT 10-K	UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 12b-25 NOTIFICATION OF LATE FILING UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 12b-25 NOTIFICATION OF LATE FILING SEC FILE NUMBER 001-38167 CUSIP NUMBER 030382105 (Check one): ? Form 10-K ? Form 20-F ? Form 11-K ? Form 10-Q ? Form 10-D ? Form N-CEN ? Form N-CSR For Period Ended: December 31, 2021 ? Transition Report on Form 10-K ? Transition Report on Form 20-F ? Transition Report on Form 11-K ? Tra
March 16, 2022	8-K	Entry into a Material Definitive Agreement, Completion of Acquisition or Disposition of Assets, Completion of Acquisition or Disposition of Assets, Submission of Matters to a Vote of Security Holders, Other Events, Financial Statements and Exhibits UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of report (Date of earliest event reported): March 14, 2022 American Virtual Cloud Technologies, Inc. (Exact Name of registrant as Specified in Charter) Delaware 001-38167 81-2402421 (State or other jurisdiction of incorporation
March 16, 2022	EX-10.1	Restrictive Covenant Agreement, dated March 15, 2022, among Calian Corp., Computex, Inc., Stratos Management Systems, Inc., First Byte Computers, Inc. and eNetSolutions, LLC Exhibit 10.1 EXECUTION VERSION RESTRICTIVE COVENANT AGREEMENT This RESTRICTIVE COVENANT AGREEMENT (this ?Agreement?), dated as of March 15, 2022, is by and between CALIAN CORP., a Delaware corporation (the ?Purchaser?), and the Persons listed on the signature page hereto as the restricted parties (the ?Restricted Parties?). The Restricted Parties and the Purchaser are sometimes individually referr
March 16, 2022	EX-99.1	AVCT Announces Closing of Divestiture of Computex Technology Solutions to Calian Group Ltd. Exhibit 99.1 AVCT Announces Closing of Divestiture of Computex Technology Solutions to Calian Group Ltd. The sale will complete AVCT?s transition to a pure-play cloud communications and collaboration company, centered on its premium Kandy platform and further strengthen its financial position ATLANTA, March 16, 2022 (GLOBE NEWSWIRE) - American Virtual Cloud Technologies, Inc.?(the ?Company?) (Nasd
March 2, 2022	EX-4.1	Certificate of Designation of Series B Convertible Preferred Stock Exhibit 4.1 CERTIFICATE OF DESIGNATIONS OF SERIES B CONVERTIBLE PREFERRED STOCK OF AMERICAN VIRTUAL CLOUD TECHNOLOGIES, INC. I, Thomas King, hereby certify that I am the Chief Financial Officer of American Virtual Cloud Technologies, Inc. (the ?Company?), a corporation organized and existing under the Delaware General Corporation Law (the ?DGCL?), and further do hereby certify: That pursuant to th
March 2, 2022	EX-4.2	Warrant Issued March 1, 2022 Exhibit 4.2 THE NUMBER OF SHARES OF COMMON STOCK ISSUABLE UPON EXERCISE OF THIS WARRANT MAY BE LESS THAN THE AMOUNTS SET FORTH ON THE FACE HEREOF PURSUANT TO SECTION 1(a) OF THIS WARRANT. American Virtual Cloud Technologies, Inc. Warrant To Purchase Common Stock Warrant No.: W-1 Date of Issuance: March 1, 2022 (?Issuance Date?) American Virtual Cloud Technologies, Inc., a Delaware corporation (the
March 2, 2022	8-K	Entry into a Material Definitive Agreement, Termination of a Material Definitive Agreement, Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year, Financial Statements and Exhibits UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of report (Date of earliest event reported): February 28, 2022 American Virtual Cloud Technologies, Inc. (Exact Name of registrant as Specified in Charter) Delaware 001-38167 81-2402421 (State or other jurisdiction of incorporat
March 2, 2022	EX-4.3	Certificate of Elimination of Series A Convertible Preferred Stock Exhibit 4.3 CERTIFICATE OF ELIMINATION OF SERIES A CONVERTIBLE PREFERRED STOCK OF AMERICAN VIRTUAL CLOUD TECHNOLOGIES, INC. (Pursuant to Section 151(g) of the General Corporation Law of the State of Delaware) American Virtual Cloud Technologies, Inc., a corporation duly organized and existing under the laws of the State of Delaware (the ?Corporation?), in accordance with the provisions of Section
March 2, 2022	424B5	American Virtual Cloud Technologies, Inc. 16,125 Shares of Series B Convertible Preferred Stock 32,250,000 Shares of Common Stock Underlying Series B Convertible Preferred Stock Warrants to Purchase up to 16,125,000 Shares of Common Stock 43,000,000 Filed Pursuant to Rule 424(b)(5) Registration No. 333-258136 Prospectus Supplement (To Prospectus dated August 27, 2021) American Virtual Cloud Technologies, Inc. 16,125 Shares of Series B Convertible Preferred Stock 32,250,000 Shares of Common Stock Underlying Series B Convertible Preferred Stock Warrants to Purchase up to 16,125,000 Shares of Common Stock 43,000,000 Shares of Common Stock Underl
February 28, 2022	EX-10.1	Securities Purchase Agreement, dated as of February 28, 2022 Exhibit 10.1 EXECUTION COPY SECURITIES PURCHASE AGREEMENT This SECURITIES PURCHASE AGREEMENT (this ?Agreement?), dated as of February 28, 2022, is by and among American Virtual Cloud Technologies, Inc., a Delaware corporation with headquarters located at 1720 Peachtree Street, Suite 629, Atlanta, GA 30309 (the ?Company?), and each of the investors listed on the Schedule of Buyers attached hereto (
February 28, 2022	EX-4.1	Form of Certificate of Designation of Series B Convertible Preferred Stock Exhibit 4.1 CERTIFICATE OF DESIGNATIONS OF SERIES B CONVERTIBLE PREFERRED STOCK OF AMERICAN VIRTUAL CLOUD TECHNOLOGIES, INC. I, [], hereby certify that I am the [] and [] of American Virtual Cloud Technologies, Inc. (the ?Company?), a corporation organized and existing under the Delaware General Corporation Law (the ?DGCL?), and further do hereby certify: That pursuant to the authority expressly c
February 28, 2022	EX-10.2	Form of Voting Agreement Exhibit 10.2 VOTING AGREEMENT VOTING AGREEMENT, dated as of February 28, 2022 (this ?Agreement?), by and between American Virtual Cloud Technologies, Inc., a Delaware corporation (the ?Company?) and [ ] (the ?Stockholder?). WHEREAS, the Company and one or more buyers (the ?Investors?) are entering into a Securities Purchase Agreement, dated on or about the date hereof (the ?Securities Purchase Agr
February 28, 2022	EX-4.2	Form of Warrant EX-4.2 3 ea156249ex4-2americanvir.htm FORM OF WARRANT Exhibit 4.2 [FORM OF WARRANT] THE NUMBER OF SHARES OF COMMON STOCK ISSUABLE UPON EXERCISE OF THIS WARRANT MAY BE LESS THAN THE AMOUNTS SET FORTH ON THE FACE HEREOF PURSUANT TO SECTION 1(a) OF THIS WARRANT. American Virtual Cloud Technologies, Inc. Warrant To Purchase Common Stock Warrant No.: Date of Issuance: [ ], 20 (“Issuance Date”) American
February 28, 2022	8-K	Entry into a Material Definitive Agreement, Financial Statements and Exhibits UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of report (Date of earliest event reported): February 28, 2022 American Virtual Cloud Technologies, Inc. (Exact Name of registrant as Specified in Charter) Delaware 001-38167 81-2402421 (State or other jurisdiction of incorporat
February 25, 2022	8-K	Entry into a Material Definitive Agreement, Financial Statements and Exhibits UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of report (Date of earliest event reported): February 21, 2022 American Virtual Cloud Technologies, Inc. (Exact Name of registrant as Specified in Charter) Delaware 001-38167 81-2402421 (State or other jurisdiction of incorporat
February 25, 2022	EX-10.1	Services Agreement, dated February 21, 2022, between American Virtual Cloud Technologies, Inc. and True North Advisory LLC. Exhibit 10.1 SERVICES AGREEMENT This Services Agreement (the ?Agreement?) is entered into as of February 21, 2022 (the ?Effective Date?), by and between True North Advisory LLC (?True North?), a Virginia limited liability company, and American Virtual Cloud Technologies, Inc. (?AVCT? or ?Client?), a Delaware corporation. The parties, for good and valuable consideration, the receipt and sufficiency
February 14, 2022	DEFM14A	Unaudited pro forma financial information of the Company (incorporated by reference to the Company’s definitive proxy statement filed on February 14, 2022). DEFM14A 1 ea155686-defm14aamericanvir.htm DEFINITIVE PROXY STATEMENT UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Schedule 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 (Amendment No. ) Filed by the Registrant ☒ Filed by a party other than the Registrant ☐ Check the appropriate box: ☐   Preliminary Proxy Statement ☐ Confidential, fo
February 11, 2022	424B3	American Virtual Cloud Technologies, Inc. 3,778,635 Shares of Common Stock Filed Pursuant to Rule 424(b)(3) Registration No. 333-262466 Prospectus American Virtual Cloud Technologies, Inc. 3,778,635 Shares of Common Stock This prospectus relates to the resale by the selling stockholders of up to an aggregate of 3,778,635 shares of common stock, par value $0.0001 per share (the ?Common Stock?), of American Virtual Cloud Technologies, Inc. (?AVCT,? ?we,? ?us? or the ?Compa
February 8, 2022	SC 13G	AVCT / American Virtual Cloud Technologies Inc / Hudson Bay Capital Management LP - AVCT 13G Passive Investment SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G Under the Securities Exchange Act of 1934 (Amendment No.)* American Virtual Cloud Technologies, Inc. (Name of Issuer) Common Stock, par value $0.0001 per share (Title of Class of Securities) 030382105 (CUSIP Number) December 31, 2021 (Date of Event Which Requires Filing of this Statement) Check the appropriate box to designate
February 7, 2022	CORRESP	American Virtual Cloud Technologies, Inc. 1720 Peachtree Street, Suite 629 Atlanta, GA, 30309 American Virtual Cloud Technologies, Inc. 1720 Peachtree Street, Suite 629 Atlanta, GA, 30309 February 7, 2022 Ms. Alexandra Barone Staff Attorney Unites States Securities and Exchange Commission 100 F Street, N.E. Washington, D.C. 20549 RE: American Virtual Cloud Technologies, Inc. (the ?Company?) Form S-3 (the ?Registration Statement?) File Number 333-262466 Dear Ms. Barone: The Company hereby r
February 4, 2022	PREM14A	UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Schedule 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 (Amendment No. ) UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Schedule 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 (Amendment No. ) Filed by the Registrant ? Filed by a party other than the Registrant ? Check the appropriate box: ? Preliminary Proxy Statement ? Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2)) ? Defin
February 4, 2022	EX-FILING FEES	Calculation of Filing Fee Tables SCHEDULE 14A (Form Type) American Virtual Cloud Technologies, Inc. (Exact Name of Registrant as Specified in its Charter) Table 1: Newly Registered and Carry Forward Securities Exhibit 107 Calculation of Filing Fee Tables SCHEDULE 14A (Form Type) American Virtual Cloud Technologies, Inc.
February 1, 2022	EX-FILING FEES	Filing Fee Table * EX-FILING FEES 4 ea154766ex-feesamerican.htm FILING FEE TABLE Exhibit 107 Calculation of Filing Fee Tables FORM S-3 (Form Type) American Virtual Cloud Technologies, Inc. (Exact Name of Registrant as Specified in its Charter) Table 1: Newly Registered and Carry Forward Securities Security Type Security Class Title Fee Calculation or Carry Forward Rule Amount Registered(1) Proposed Maximum Offering
February 1, 2022	S-3	As filed with the Securities and Exchange Commission on February 1, 2022 As filed with the Securities and Exchange Commission on February 1, 2022 Registration No.
February 1, 2022	EX-10.1	Form of Voting Agreement. Exhibit 10.1 Voting Agreement This Voting Agreement (this ?Agreement?) is made and entered into as of January , 2022, by and among Calian Corp, a Delaware corporation (the ?Purchaser?), and the undersigned holder (the ?Holder?) of securities of American Virtual Cloud Technologies, Inc., a Delaware corporation (the ?Company?). Capitalized terms used but not defined herein have the meaning attribute
February 1, 2022	EX-99.1	AVCtechnologies Announces Definitive Agreement to Divest Computex Technology Solutions to Focus on Kandy Platform The sale will also further strengthen AVCtechnologies’ financial position Exhibit 99.1 AVCtechnologies Announces Definitive Agreement to Divest Computex Technology Solutions to Focus on Kandy Platform The sale will also further strengthen AVCtechnologies? financial position ATLANTA, GA; January 27, 2021 ? American Virtual Cloud Technologies, Inc.?(?AVCtechnologies? or the ?Company?) (Nasdaq: AVCT), a trusted partner providing best-in-class cloud-based solutions to globa
February 1, 2022	8-K	Entry into a Material Definitive Agreement, Financial Statements and Exhibits, Other Events UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of report (Date of earliest event reported): January 26, 2022 American Virtual Cloud Technologies, Inc. (Exact Name of registrant as Specified in Charter) Delaware (State or other jurisdiction of incorporation) 001-38167 (Commis
February 1, 2022	EX-2.1	Asset Purchase Agreement, dated January 26, 2022, among Calian Corp., Computex, Inc., Stratos Management Systems, Inc., First Byte Computers, Inc., eNetSolutions, LLC and American Virtual Cloud Technologies Inc. Exhibit 2.1 ASSET PURCHASE AGREEMENT by and among Calian Corp., as Purchaser, Stratos Management Systems, Inc., Computex, Inc., First Byte Computers, Inc., and eNetSolutions, LLC, as Sellers, and American Virtual Cloud Technologies Inc., as Parent LIST OF SCHEDULES, ANNEXES AND EXHIBITS SCHEDULES: Disclosure Schedules ANNEXES: Annex A: Other Definitions EXHIBITS: Exhibit A: Form of Assignment and
January 10, 2022	8-K	Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers, Other Events, Financial Statements and Exhibits UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of report (Date of earliest event reported): January 6, 2022 American Virtual Cloud Technologies, Inc. (Exact Name of registrant as Specified in Charter) Delaware 001-38167 81-2402421 (State or other jurisdiction of incorporatio
January 10, 2022	EX-99.1	AVCtechnologies Welcomes Michael Tessler to its Board as Chairman Exhibit 99.1 AVCtechnologies Welcomes Michael Tessler to its Board as Chairman ATLANTA, GA; January 7, 2021 ? American Virtual Cloud Technologies, Inc. (AVCtechnologies) (Nasdaq: AVCT), a premier global IT solutions and cloud communications provider, today announced the appointment of Michael Tessler as Chairman of its Board of Directors. A technology and telecommunications industry pioneer, Tessl
January 7, 2022	424B3	American Virtual Cloud Technologies, Inc. 37,916,668 Shares of Common Stock Filed Pursuant to Rule 424(b)(3) Registration No. 333-261935 Prospectus American Virtual Cloud Technologies, Inc. 37,916,668 Shares of Common Stock This prospectus relates to the resale by the selling stockholders of up to an aggregate of 37,916,668 shares of common stock, par value $0.0001 per share (the ?Common Stock?), of American Virtual Cloud Technologies, Inc. (?AVCT,? ?we,? ?us? or the ?Com
January 5, 2022	CORRESP	American Virtual Cloud Technologies, Inc. 1720 Peachtree Street, Suite 629 Atlanta, GA, 30309 American Virtual Cloud Technologies, Inc. 1720 Peachtree Street, Suite 629 Atlanta, GA, 30309 January 5, 2022 Mr. Jeff Kauten Staff Attorney Unites States Securities and Exchange Commission 100 F Street, N.E. Washington, D.C. 20549 RE: American Virtual Cloud Technologies, Inc. (the ?Company?) Form S-3 (the ?Registration Statement?) File Number 333-261935 Dear Mr. Kauten: The Company hereby request
December 29, 2021	S-3	As filed with the Securities and Exchange Commission on December 29, 2021 As filed with the Securities and Exchange Commission on December 29, 2021 Registration No.
December 29, 2021	424B5	American Virtual Cloud Technologies, Inc. 833,334 Shares of Common Stock Underlying Series B Warrant Filed Pursuant to Rule 424(b)(5) Registration No. 333-258136 Prospectus Supplement (To Prospectus dated August 27, 2021) American Virtual Cloud Technologies, Inc. 833,334 Shares of Common Stock Underlying Series B Warrant American Virtual Cloud Technologies, Inc. (the ?Company? or ?we?) is offering (the ?Offering?) 833,334 additional shares of our common stock (the ?Common Stock?) underlying a Ser
December 29, 2021	8-K	Financial Statements and Exhibits, Other Events, Submission of Matters to a Vote of Security Holders UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of report (Date of earliest event reported): December 23, 2021 American Virtual Cloud Technologies, Inc. (Exact Name of registrant as Specified in Charter) Delaware 001-38167 81-2402421 (State or other jurisdiction of incorporat
December 29, 2021	EX-99.1	TERMS OF AGREEMENT EX-99.1 2 ea153137ex99-1americanvirt.htm WAIVER, DATED DECEMBER 28, 2021 Exhibit 99.1 WAIVER This WAIVER (this “Agreement”), dated as of December 28, 2021, is entered into by and among American Virtual Cloud Technologies, Inc., a Delaware corporation (the “Company”), and the stockholder of the Company party hereto (the “Holder”). RECITALS A. The Company and the Holder are parties to a Securities P
December 16, 2021	8-K	Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year, Entry into a Material Definitive Agreement, Unregistered Sales of Equity Securities, Financial Statements and Exhibits UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of report (Date of earliest event reported): December 13, 2021 American Virtual Cloud Technologies, Inc. (Exact Name of registrant as Specified in Charter) Delaware 001-38167 81-2402421 (State or other jurisdiction of incorporat
December 16, 2021	EX-4.2	Certificate of Designation of Series A Convertible Preferred Stock, filed December 13, 2021 EX-4.2 3 ea152458ex4-2americanvirt.htm CERTIFICATE OF DESIGNATION OF SERIES A CONVERTIBLE PREFERRED STOCK, FILED DECEMBER 13, 2021 Exhibit 4.2 AMERICAN VIRTUAL CLOUD TECHNOLOGIES, INC. CERTIFICATE OF DESIGNATION OF PREFERENCES, RIGHTS AND LIMITATIONS OF SERIES A CONVERTIBLE PREFERRED STOCK PURSUANT TO SECTION 151 OF THE DELAWARE GENERAL CORPORATION LAW American Virtual Cloud Technologies, Inc., a
December 16, 2021	EX-4.1	Series D Warrant, dated December 15, 2021 Exhibit 4.1 SERIES D WARRANT NEITHER THE ISSUANCE AND SALE OF THE SECURITIES REPRESENTED BY THIS CERTIFICATE NOR THE SECURITIES INTO WHICH THESE SECURITIES ARE EXERCISABLE HAVE BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED, OR APPLICABLE STATE SECURITIES LAWS. THE SECURITIES MAY NOT BE OFFERED FOR SALE, SOLD, TRANSFERRED OR ASSIGNED (I) IN THE ABSENCE OF (A) AN EFFECTIVE REGISTRATIO
December 16, 2021	EX-10.1	Registration Rights Agreement, dated December 15, 2021. Exhibit 10.1 REGISTRATION RIGHTS AGREEMENT This REGISTRATION RIGHTS AGREEMENT (this ?Agreement?), dated as of December , 2021, is by and among American Virtual Cloud Technologies, Inc., a Delaware corporation with offices located at 1720 Peachtree Street, Suite 629, Atlanta, Georgia 30309 (the ?Company?), and the undersigned buyers (each, a ?Buyer,? and collectively, the ?Buyers?). RECITALS A. In
December 13, 2021	EX-10.2	Form of Registration Rights Agreement Exhibit 10.2 REGISTRATION RIGHTS AGREEMENT This REGISTRATION RIGHTS AGREEMENT (this ?Agreement?), dated as of December , 2021, is by and among American Virtual Cloud Technologies, Inc., a Delaware corporation with offices located at 1720 Peachtree Street, Suite 629, Atlanta, Georgia 30309 (the ?Company?), and the undersigned buyers (each, a ?Buyer,? and collectively, the ?Buyers?). RECITALS A. In
December 13, 2021	424B5	American Virtual Cloud Technologies, Inc. 7,840,000 Shares of Common Stock 12,456 Shares of Series A Convertible Preferred Stock 7,785,000 Shares of Common Stock Underlying Series A Convertible Preferred Stock Filed Pursuant to Rule 424(b)(5) Registration No. 333-258136 Prospectus Supplement (To Prospectus dated August 27, 2021) American Virtual Cloud Technologies, Inc. 7,840,000 Shares of Common Stock 12,456 Shares of Series A Convertible Preferred Stock 7,785,000 Shares of Common Stock Underlying Series A Convertible Preferred Stock American Virtual Cloud Technologies, Inc. (the ?Company? or ?we?) is
December 13, 2021	8-K	Entry into a Material Definitive Agreement, Unregistered Sales of Equity Securities, Financial Statements and Exhibits UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of report (Date of earliest event reported): December 13, 2021 American Virtual Cloud Technologies, Inc. (Exact Name of registrant as Specified in Charter) Delaware 001-38167 81-2402421 (State or other jurisdiction of incorporat
December 13, 2021	EX-4.2	Form of Series D Warrant Exhibit 4.2 SERIES D WARRANT NEITHER THE ISSUANCE AND SALE OF THE SECURITIES REPRESENTED BY THIS CERTIFICATE NOR THE SECURITIES INTO WHICH THESE SECURITIES ARE EXERCISABLE HAVE BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED, OR APPLICABLE STATE SECURITIES LAWS. THE SECURITIES MAY NOT BE OFFERED FOR SALE, SOLD, TRANSFERRED OR ASSIGNED (I) IN THE ABSENCE OF (A) AN EFFECTIVE REGISTRATIO
December 13, 2021	EX-4.1	Form of Certificate of Designation of Series A Convertible Preferred Stock Exhibit 4.1 AMERICAN VIRTUAL CLOUD TECHNOLOGIES, INC. CERTIFICATE OF DESIGNATION OF PREFERENCES, RIGHTS AND LIMITATIONS OF SERIES A CONVERTIBLE PREFERRED STOCK PURSUANT TO SECTION 151 OF THE DELAWARE GENERAL CORPORATION LAW American Virtual Cloud Technologies, Inc., a corporation organized and existing under the General Corporation Law of the State of Delaware (hereinafter, the ?Corporation?), her
December 13, 2021	EX-10.1	Securities Purchase Agreement, dated as of December 13, 2021 Exhibit 10.1 SECURITIES PURCHASE AGREEMENT This SECURITIES PURCHASE AGREEMENT (this ?Agreement?), dated as of December 13, 2021, is by and among American Virtual Cloud Technologies, Inc., a Delaware corporation with headquarters located at 1720 Peachtree Street, Suite 629, Atlanta, GA 30309 (the ?Company?), and the investor listed on the Schedule of Buyers attached hereto the ?Buyer?). RECITALS A.
December 10, 2021	424B3	American Virtual Cloud Technologies, Inc. 6,666,668 Shares of Common Stock Filed Pursuant to Rule 424(b)(3) Registration No. 333-261499 Prospectus American Virtual Cloud Technologies, Inc. 6,666,668 Shares of Common Stock This prospectus relates to the resale by the selling stockholders of up to an aggregate of 6,666,668 shares of common stock, par value $0.0001 per share (the ?Common Stock?), of American Virtual Cloud Technologies, Inc. (?AVCT,? ?we,? ?us? or the ?Compa
December 10, 2021	DEF 14A	UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 SCHEDULE 14A (Rule 14a-101) Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 DEF 14A 1 ea152113-def14aamericanvirt.htm DEFINITIVE PROXY STATEMENT UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 SCHEDULE 14A (Rule 14a-101) Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 Filed by the Registrant ☒ Filed by a Party other than the Registrant ☐ Check the appropriate box: ☐ Preliminary Proxy Statement ☐ Confidential, for
December 9, 2021	EX-99.2	INVESTOR PRESENTATION December 7, 2021 Exhibit 99.2 INVESTOR PRESENTATION December 7, 2021 This presentation (this ?Presentation?) and any oral statements made in connection with this Presentation do not constitute a n o ffer to sell, or a solicitation of an offer to buy, or a recommendation to purchase, any securities in any jurisdiction. This Presentation does not constitute either advice or a recommendation regarding any securities.
December 9, 2021	EX-99.1	AVCtechnologies Announces Significant Projected Revenue Growth of Kandy, its Cloud Communications Platform Exhibit 99.1 AVCtechnologies Announces Significant Projected Revenue Growth of Kandy, its Cloud Communications Platform ATLANTA, Dec. 08, 2021 (GLOBE NEWSWIRE) - American Virtual Cloud Technologies, Inc. (AVCtechnologies) (Nasdaq: AVCT) today announced that it projects revenues of its Kandy Business Unit to grow from $14.3 million in 2020 to approximately $18.8 million in 2021 and in excess of $37
December 9, 2021	8-K	Regulation FD Disclosure, Financial Statements and Exhibits UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of report (Date of earliest event reported): December 8, 2021 American Virtual Cloud Technologies, Inc. (Exact Name of registrant as Specified in Charter) Delaware 001-38167 81-2402421 (State or other jurisdiction of incorporati
December 7, 2021	8-K	Regulation FD Disclosure, Financial Statements and Exhibits UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of report (Date of earliest event reported): December 7, 2021 American Virtual Cloud Technologies, Inc. (Exact Name of registrant as Specified in Charter) Delaware 001-38167 81-2402421 (State or other jurisdiction of incorporati
December 7, 2021	EX-99.1	INVESTOR PRESENTATION December 7, 2021 This presentation (this “Presentation”) and any oral statements made in connection with this Presentation do not constitute a n o ffer to sell, or a solicitation of an offer to buy, or a recommendation to purcha Exhibit 99.1 INVESTOR PRESENTATION December 7, 2021 This presentation (this ?Presentation?) and any oral statements made in connection with this Presentation do not constitute a n o ffer to sell, or a solicitation of an offer to buy, or a recommendation to purchase, any securities in any jurisdiction. This Presentation does not constitute either advice or a recommendation regarding any securities.
December 7, 2021	CORRESP	American Virtual Cloud Technologies, Inc. 1720 Peachtree Street, Suite 629 Atlanta, GA, 30309 American Virtual Cloud Technologies, Inc. 1720 Peachtree Street, Suite 629 Atlanta, GA, 30309 December 7, 2021 Ms. Alexandra Barone Staff Attorney Unites States Securities and Exchange Commission 100 F Street, N.E. Washington, D.C. 20549 RE: American Virtual Cloud Technologies, Inc. (the ?Company?) Form S-3 (the ?Registration Statement?) File Number 333-261499 Dear Ms. Barone: The Company hereby r
December 3, 2021	EX-10.3	Amendment and Waiver, dated December 2, 2021 Exhibit 10.3 EXECUTION COPY AMENDMENT AND WAIVER This AMENDMENT AND WAIVER (this ?Agreement?), dated as of December 2, 2021, is entered into by and among American Virtual Cloud Technologies, Inc., a Delaware corporation (the ?Company?), and the stockholders of the Company party hereto (the ?Holder?). Unless otherwise specified herein, capitalized terms used and not otherwise defined herein shall h
December 3, 2021	8-K	Entry into a Material Definitive Agreement, Financial Statements and Exhibits, Termination of a Material Definitive Agreement, Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement of a Registrant, Unregistered Sales of Equity Securities UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of report (Date of earliest event reported): December 2, 2021 American Virtual Cloud Technologies, Inc. (Exact Name of registrant as Specified in Charter) Delaware 001-38167 81-2402421 (State or other jurisdiction of incorporati
December 3, 2021	EX-10.6	Amended and Restated Promissory Note, dated December 2, 2021. Exhibit 10.6 Execution Version AMENDED AND RESTATED PROMISSORY NOTE $5,000,000.00 This AMENDED AND RESTATED PROMISSORY NOTE (as the same may be amended, restated, supplemented, or otherwise modified from time to time in accordance with its terms, the ?Note?) is made and entered into as of December 2, 2021, by and between American Virtual Cloud Technologies, Inc., a Delaware corporation (the ?Maker
December 3, 2021	EX-10.2	Registration Rights Agreement, dated December 2, 2021. Exhibit 10.2 REGISTRATION RIGHTS AGREEMENT REGISTRATION RIGHTS AGREEMENT (this ?Agreement?), dated as of December 2, 2021, by and among American Virtual Cloud Technologies, Inc., a Delaware corporation, with headquarters located at 1720 Peachtree Street, Suite 629, Atlanta, GA 30309 (the ?Company?), and the investors listed on the Schedule of Subscribers attached hereto (each, a ?Subscriber? and c
December 3, 2021	EX-4.2	Series C Warrant, dated December 2, 2021 Exhibit 4.2 THE NUMBER OF SHARES OF COMMON STOCK ISSUABLE UPON EXERCISE OF THIS WARRANT MAY BE LESS THAN THE AMOUNTS SET FORTH ON THE FACE HEREOF PURSUANT TO SECTION 1(a) OF THIS WARRANT. American Virtual Cloud Technologies, Inc. Series C Warrant To Purchase Common Stock Series C Warrant No.: C-1 Date of Issuance: December 2, 2021 (?Issuance Date?) American Virtual Cloud Technologies, Inc., a Dela
December 3, 2021	S-3	As filed with the Securities and Exchange Commission on December 3, 2021 As filed with the Securities and Exchange Commission on December 3, 2021 Registration No.
December 3, 2021	EX-10.4	Form of Voting Agreement. Exhibit 10.4 VOTING AGREEMENT VOTING AGREEMENT, dated as of , 2021 (this ?Agreement?), by and between American Virtual Cloud Technologies, Inc., a Delaware corporation (the ?Company?) and [ ] (the ?Stockholder?). WHEREAS, the Company and an institutional investor (the ?Investor?) have entered into a Securities Purchase Agreement, dated as of November 5, 2021 (the ?Securities Purchase Agreement?),
December 3, 2021	424B5	American Virtual Cloud Technologies, Inc. Series C Warrant to Purchase up to 1,500,000 Shares of Common Stock 1,500,000 Shares of Common Stock Underlying Series C Warrant Filed Pursuant to Rule 424(b)(5) Registration No. 333-258136 Prospectus Supplement (To Prospectus dated August 27, 2021) American Virtual Cloud Technologies, Inc. Series C Warrant to Purchase up to 1,500,000 Shares of Common Stock 1,500,000 Shares of Common Stock Underlying Series C Warrant American Virtual Cloud Technologies, Inc. (the ?Company? or ?we?) is offering (the ?Offering?) a Series C wa
December 3, 2021	EX-10.1	Credit Agreement, dated December 2, 2021 Exhibit 10.1 Execution Version Credit Agreement dated as of December 2, 2021 among AMERICAN VIRTUAL CLOUD TECHNOLOGIES, INC., as Borrower, the various financial institutions party hereto, as Lenders, Monroe Capital Management Advisors, LLC, as Administrative Agent and Lead Arranger Table of Contents Page Section 1 DEFINITIONS. 1 1.1 Definitions 1 1.2 Certain Interpretive Provisions. 17 1.3 Account
December 3, 2021	EX-10.5	Subscription Agreement, dated December 2, 2021. Exhibit 10.5 EXECUTION VERSION SUBSCRIPTION AGREEMENT This Subscription Agreement is entered into and dated as of December 2, 2021 (this ?Agreement?), by and among American Virtual Cloud Technologies, Inc., a Delaware corporation with offices located at 1720 Peachtree Street, Suite 629, Atlanta, GA 30309 (the ?Company?) and the Subscribers identified on the Schedule of Subscribers attached hereto
December 3, 2021	EX-4.1	Form of Monroe Warrant. Exhibit 4.1 [FORM OF WARRANT] NEITHER THE ISSUANCE AND SALE OF THE SECURITIES REPRESENTED BY THIS CERTIFICATE NOR THE SECURITIES INTO WHICH THESE SECURITIES ARE EXERCISABLE HAVE BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED, OR APPLICABLE STATE SECURITIES LAWS. THE SECURITIES MAY NOT BE OFFERED FOR SALE, SOLD, TRANSFERRED OR ASSIGNED (I) IN THE ABSENCE OF (A) AN EFFECTIVE REGISTRATI
November 17, 2021	SC 13D/A	AVCT / American Virtual Cloud Technologies Inc / NAVIGATION CAPITAL PARTNERS II, L.P. - AMENDMENT NO. 5 TO SCHEDULE 13D Activist Investment UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13D Under the Securities Exchange Act of 1934 (Amendment No. 5)* 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 M
November 12, 2021	10-Q	UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended September 30, 2021 ☐ TRANSITION REPORT PURSUANT UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q ? QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended September 30, 2021 or ? TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission File Number: 001-38167 AMERICAN VIRTUAL
November 12, 2021	EX-10.3	Ninth Amendment to Loan Documents, dated as of November 1, 2021. Exhibit 10.3 EXECUTION VERSION NINTH AMENDMENT TO LOAN DOCUMENTS THIS NINTH AMENDMENT TO LOAN DOCUMENTS (this ?Amendment?), dated effective as of November 1, 2021, is among Stratos Management Systems, Inc. (f/k/a Tango Merger Sub Corp.), a Delaware corporation (?Stratos?), American Virtual Cloud Technologies, Inc. (f/k/a Pensare Acquisition Corp.), a Delaware corporation (?Parent? and together wit
November 12, 2021	EX-10.2	Eighth Amendment to Loan Documents, dated as of September 22, 2021 Exhibit 10.2 EXECUTION VERSION EIGHTH AMENDMENT TO LOAN DOCUMENTS THIS EIGHTH AMENDMENT TO LOAN DOCUMENTS (this ?Amendment?), dated as of September , 2021, is among Stratos Management Systems, Inc. (f/k/a Tango Merger Sub Corp.), a Delaware corporation (?Stratos?), American Virtual Cloud Technologies, Inc. (f/k/a Pensare Acquisition Corp.), a Delaware corporation (?Parent? and together with Strato
November 8, 2021	EX-4.2	Series B Warrant, dated November 5, 2021 Exhibit 4.2 RD-PIPE SERIES B WARRANT THE NUMBER OF SHARES OF COMMON STOCK ISSUABLE UPON EXERCISE OF THIS WARRANT MAY BE LESS THAN THE AMOUNTS SET FORTH ON THE FACE HEREOF PURSUANT TO SECTION 1(a) OF THIS WARRANT. American Virtual Cloud Technologies, Inc. Series B Warrant To Purchase Common Stock Series B Warrant No.: B-1 Date of Issuance: November 5, 2021 (?Issuance Date?) American Virtual Cloud T
November 8, 2021	EX-10.1	Registration Rights Agreement, dated November 5, 2021 Exhibit 10.1 REGISTRATION RIGHTS AGREEMENT This REGISTRATION RIGHTS AGREEMENT (this ?Agreement?), dated as of November 5, 2021, is by and among American Virtual Cloud Technologies, Inc., a Delaware corporation with offices located at 1720 Peachtree Street, Suite 629, Atlanta, Georgia 30309 (the ?Company?), and the undersigned buyers (each, a ?Buyer,? and collectively, the ?Buyers?). RECITALS A. In
November 8, 2021	EX-4.1	Series A Warrant, dated November 5, 2021 Exhibit 4.1 RD-PIPE SERIES A WARRANT NEITHER THE ISSUANCE AND SALE OF THE SECURITIES REPRESENTED BY THIS CERTIFICATE NOR THE SECURITIES INTO WHICH THESE SECURITIES ARE EXERCISABLE HAVE BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED, OR APPLICABLE STATE SECURITIES LAWS. THE SECURITIES MAY NOT BE OFFERED FOR SALE, SOLD, TRANSFERRED OR ASSIGNED (I) IN THE ABSENCE OF (A) AN EFFECTIVE REG
November 8, 2021	8-K	Entry into a Material Definitive Agreement, Unregistered Sales of Equity Securities, Financial Statements and Exhibits UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of report (Date of earliest event reported): November 5, 2021 American Virtual Cloud Technologies, Inc. (Exact Name of registrant as Specified in Charter) Delaware 001-38167 81-2402421 (State or other jurisdiction of incorporati
November 3, 2021	EX-4.2	Form of Series B Warrants Exhibit 4.2 FORM OF RD-PIPE SERIES B WARRANT THE NUMBER OF SHARES OF COMMON STOCK ISSUABLE UPON EXERCISE OF THIS WARRANT MAY BE LESS THAN THE AMOUNTS SET FORTH ON THE FACE HEREOF PURSUANT TO SECTION 1(a) OF THIS WARRANT. American Virtual Cloud Technologies, Inc. Series B Warrant To Purchase Common Stock Series B Warrant No.: Date of Issuance: [ ], 2021 (?Issuance Date?) American Virtual Cloud Tech
November 3, 2021	8-K	Entry into a Material Definitive Agreement, Unregistered Sales of Equity Securities, Other Events, Financial Statements and Exhibits UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of report (Date of earliest event reported): November 2, 2021 American Virtual Cloud Technologies, Inc. (Exact Name of registrant as Specified in Charter) Delaware 001-38167 81-2402421 (State or other jurisdiction of incorporati
November 3, 2021	EX-4.1	Form of Series A Warrants Exhibit 4.1 FORM OF RD-PIPE SERIES A WARRANT NEITHER THE ISSUANCE AND SALE OF THE SECURITIES REPRESENTED BY THIS CERTIFICATE NOR THE SECURITIES INTO WHICH THESE SECURITIES ARE EXERCISABLE HAVE BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED, OR APPLICABLE STATE SECURITIES LAWS. THE SECURITIES MAY NOT BE OFFERED FOR SALE, SOLD, TRANSFERRED OR ASSIGNED (I) IN THE ABSENCE OF (A) AN EFFEC
November 3, 2021	424B5	American Virtual Cloud Technologies, Inc. 2,500,000 Shares of Common Stock Series B Warrants to Purchase up to 2,500,000 Shares of Common Stock 2,500,000 Shares of Common Stock Underlying Series B Warrants Filed Pursuant to Rule 424(b)(5) Registration No. 333-258136 Prospectus Supplement (To Prospectus dated August 27, 2021) American Virtual Cloud Technologies, Inc. 2,500,000 Shares of Common Stock Series B Warrants to Purchase up to 2,500,000 Shares of Common Stock 2,500,000 Shares of Common Stock Underlying Series B Warrants American Virtual Cloud Technologies, Inc. (the ?Company? or ?we?) is offe
November 3, 2021	EX-10.1	Securities Purchase Agreement, dated as of November 2, 2021 Exhibit 10.1 SECURITIES PURCHASE AGREEMENT This SECURITIES PURCHASE AGREEMENT (this ?Agreement?), dated as of November 2, 2021, is by and among American Virtual Cloud Technologies, Inc., a Delaware corporation with headquarters located at 1720 Peachtree Street, Suite 629, Atlanta, GA 30309 (the ?Company?), and each of the investors listed on the Schedule of Buyers attached hereto (individually, a
November 3, 2021	EX-10.2	Form of Registration Rights Agreement Exhibit 10.2 REGISTRATION RIGHTS AGREEMENT This REGISTRATION RIGHTS AGREEMENT (this ?Agreement?), dated as of November , 2021, is by and among American Virtual Cloud Technologies, Inc., a Delaware corporation with offices located at 1720 Peachtree Street, Suite 629, Atlanta, Georgia 30309 (the ?Company?), and the undersigned buyers (each, a ?Buyer,? and collectively, the ?Buyers?). RECITALS A. In
November 3, 2021	EX-99.1	AVCtechnologies Announces $5 Million Equity Financing With Institutional Investor Exhibit 99.1 AVCtechnologies Announces $5 Million Equity Financing With Institutional Investor ATLANTA, Nov. 02, 2021 (GLOBE NEWSWIRE) - American Virtual Cloud Technologies, Inc. (?AVCtechnologies?) (Nasdaq: AVCT) (the ?Company?) announced today that it has signed a definitive agreement for a registered direct offering with an institutional investor of 2,500,000 shares of its common stock at a pur
November 2, 2021	SC 13D/A	AVCT / American Virtual Cloud Technologies Inc / NAVIGATION CAPITAL PARTNERS II, L.P. - AMENDMENT NO 4 TO SCHEDULE 13D Activist Investment 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 M
October 7, 2021	EX-10	Amended and Restated Joint Filing Agreement, dated as of October 7, 2021, by and among the Reporting Persons (filed herewith). Exhibit 10 Amended and Restated Joint Filing Statement This Amended and Restated Joint Filing Statement (this ?Agreement?) amends and restates the Amended and Restated Joint Filing Statement, dated January 26, 2021 by and among Navigation Capital Partners II, L.
October 7, 2021	SC 13D/A	AVCT / American Virtual Cloud Technologies Inc / NAVIGATION CAPITAL PARTNERS II, L.P. - AMENDMENT NO. 3 TO SCHEDULE 13D Activist Investment UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13D Under the Securities Exchange Act of 1934 (Amendment No. 3)* 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 M
October 6, 2021	8-K	Regulation FD Disclosure, Financial Statements and Exhibits UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of report (Date of earliest event reported): October 6, 2021 American Virtual Cloud Technologies, Inc. (Exact Name of registrant as Specified in Charter) Delaware 001-38167 81-2402421 (State or other jurisdiction of incorporatio
October 6, 2021	EX-99.1	AMERICAN VIRTUAL CLOUD TECHNOLOGIES, INC. NASDAQ: AVCT DISCLAIMER This presentation (this “Presentation”) and any oral statements made in connection with this Presentation do not constitute an offer to sell, or a solicitation of an offer to buy, or a Exhibit 99.1 AMERICAN VIRTUAL CLOUD TECHNOLOGIES, INC. NASDAQ: AVCT DISCLAIMER This presentation (this ?Presentation?) and any oral statements made in connection with this Presentation do not constitute an offer to sell, or a solicitation of an offer to buy, or a recommendation to purchase, any securities in any jurisdiction. This Presentation does not constitute either advice or a recommendation
September 24, 2021	424B3	American Virtual Cloud Technologies, Inc. 67,797,774 Shares of Common Stock Filed Pursuant to Rule 424(b)(3) Registration No. 333-258136 Prospectus American Virtual Cloud Technologies, Inc. 67,797,774 Shares of Common Stock This prospectus relates to the resale by the selling stockholders of up to an aggregate of 67,797,774 shares of common stock, par value $0.0001 per share (the ?Common Stock?), of American Virtual Cloud Technologies, Inc. (?AVCT,? ?we,? ?us? or the ?Com
September 17, 2021	8-K	Entry into a Material Definitive Agreement, Financial Statements and Exhibits, Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement of a Registrant, Other Events UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of report (Date of earliest event reported): September 16, 2021 American Virtual Cloud Technologies, Inc. (Exact Name of registrant as Specified in Charter) Delaware 001-38167 81-2402421 (State or other jurisdiction of incorpora
September 17, 2021	EX-99.1	AVCtechnologies Announces Significant Debt Reduction and Increased Equity Float from Conversion of Debentures, and Renewed Focus on Additional Investment in Cloud Technology Exhibit 99.1 AVCtechnologies Announces Significant Debt Reduction and Increased Equity Float from Conversion of Debentures, and Renewed Focus on Additional Investment in Cloud Technology ATLANTA, Georgia, September 16, 2021? American Virtual Cloud Technologies, Inc. (Nasdaq: AVCT) (?AVCtechnologies? or the ?Company?) announced today that as a result of the decision by the Company?s Board of Direct
September 17, 2021	EX-10.1	Promissory Note, dated September 16, 2021. Exhibit 10.1 PROMISSORY NOTE $5,000,000.00 FOR VALUE RECEIVED, and subject to the terms and conditions set forth herein, American Virtual Cloud Technologies, Inc., a Delaware corporation (the ?Maker?), hereby unconditionally promises to pay to the order of Daniel D. Phelan (the ?Noteholder,? and together with the Maker, the ?Parties?), the principal amount of $5,000,000.00 (the ?Loan?), together w
September 14, 2021	SC 13D/A	AVCT / American Virtual Cloud Technologies Inc / Ribbon Communications Inc. - SC 13D/A Activist Investment UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13D Under the Securities Exchange Act of 1934 (Amendment No. 1)* American Virtual Cloud Technologies, Inc. (Name of Issuer) Common Stock, par value $0.0001 (Title of Class of Securities) 030382105 (CUSIP Number) Patrick Macken Executive Vice President and Chief Legal Officer c/o Ribbon Communications Inc. 6500 Chase O
September 10, 2021	SC 13G/A	AVCT / American Virtual Cloud Technologies Inc / MASTEC INC - SC 13G/A Passive Investment SC 13G/A UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G Under the Securities Exchange Act of 1934 (Amendment No. 1*) American Virtual Cloud Technologies, Inc. (Name of Issuer) Common Stock, Par Value $.0001 Per Share (Title of Class of Securities) 70957E105 (CUSIP Number) September 8, 2021 (Date of Event which Requires Filing of this Statement) Check the app
September 3, 2021	8-K	Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of report (Date of earliest event reported): September 3, 2021 (August 31, 2021) American Virtual Cloud Technologies, Inc. (Exact Name of registrant as Specified in Charter) Delaware 001-38167 81-2402421 (State or other jurisdic
August 25, 2021	CORRESP	American Virtual Cloud Technologies, Inc. 1720 Peachtree Street, Suite 629 Atlanta, GA, 30309 American Virtual Cloud Technologies, Inc. 1720 Peachtree Street, Suite 629 Atlanta, GA, 30309 August 25, 2021 Ms. Anna Abramson Staff Attorney Unites States Securities and Exchange Commission 100 F Street, N.E. Washington, D.C. 20549 RE: American Virtual Cloud Technologies, Inc. (the ?Company?) Form S-3 (the ?Registration Statement?) File Number 333-258136 Dear Ms. Abramson: The Company hereby req
August 25, 2021	S-3/A	As filed with the Securities and Exchange Commission on August 25, 2021 As filed with the Securities and Exchange Commission on August 25, 2021 Registration No.
August 25, 2021	EX-4.10	Form of Indenture Exhibit 4.10 AMERICAN VIRTUAL CLOUD TECHNOLOGIES, INC. INDENTURE Dated as of , 20 [Name of Trustee] Trustee TABLE OF CONTENTS page ARTICLE I. DEFINITIONS AND INCORPORATION BY REFERENCE 1 Section 1.1. Definitions. 1 Section 1.2. Other Definitions. 4 Section 1.3. Incorporation by Reference of Trust Indenture Act. 4 Section 1.4. Rules of Construction. 4 ARTICLE II. THE SECURITIES 5 Section 2.1. Issua
August 12, 2021	10-Q	UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended June 30, 2021 ☐ TRANSITION REPORT PURSUANT TO S UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q ? QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended June 30, 2021 or ? TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission File Number: 001-38167 AMERICAN VIRTUAL CLOU
July 23, 2021	S-3	As filed with the Securities and Exchange Commission on July 23, 2021 As filed with the Securities and Exchange Commission on July 23, 2021 Registration No.
July 22, 2021	EX-10.1	Separation Agreement and Release between the Company and Xavier Williams. Exhibit 10.1 SEPARATION AGREEMENT AND GENERAL RELEASE This Separation Agreement and Release (the ?Agreement?) is between Xavier D. Williams (?Employee?) and American Virtual Cloud Technologies, Inc. (?Employer?) and is effective on the eighth day following Employee?s execution of this Agreement provided Employee has not revoked the Agreement (the ?Effective Date?). RECITALS Employee and Employer p
July 22, 2021	8-K	Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers, Financial Statements and Exhibits, Other Events UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of report (Date of earliest event reported): July 16, 2021 American Virtual Cloud Technologies, Inc. (Exact Name of registrant as Specified in Charter) Delaware (State or other jurisdiction of incorporation) 001-38167 (Commissio
July 22, 2021	EX-99.1	AVCtechnologies Announces Strategic Realignment in Senior Management and planned Debt Reduction Exhibit 99.1 AVCtechnologies Announces Strategic Realignment in Senior Management and planned Debt Reduction ATLANTA, GA July 22, 2021 ? American Virtual Cloud Technologies, Inc (AVCtechnologies; Nasdaq: AVCT) is pleased to announce changes to its Board of Directors and senior management team, effective immediately. Current AVCtechnologies? Director and Navigation Capital Partners Managing Partner
June 25, 2021	8-K	Entry into a Material Definitive Agreement, Financial Statements and Exhibits UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of report (Date of earliest event reported): June 24, 2021 American Virtual Cloud Technologies, Inc. (Exact Name of registrant as Specified in Charter) Delaware 001-38167 81-2402421 (State or other jurisdiction of incorporation)
June 25, 2021	EX-10.1	Seventh Amendment to Loan Documents, dated as of June 24, 2021. Exhibit 10.1 EXECUTION VERSION SEVENTH AMENDMENT TO LOAN DOCUMENTS THIS SEVENTH AMENDMENT TO LOAN DOCUMENTS (this ?Amendment?), dated as of June 24, 2021, is among Stratos Management Systems, Inc. (f/k/a Tango Merger Sub Corp.), a Delaware corporation (?Stratos?), American Virtual Cloud Technologies, Inc. (f/k/a Pensare Acquisition Corp.), a Delaware corporation (?Parent? and together with Stratos
June 2, 2021	SC 13D/A	AVCT / American Virtual Cloud Technologies Inc / NAVIGATION CAPITAL PARTNERS II, L.P. - AMENDMENT NO. 2 TO SCHEDULE 13D Activist Investment UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13D Under the Securities Exchange Act of 1934 (Amendment No. 2)* 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 M
May 18, 2021	10-Q	UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended March 31, 2021 ☐ TRANSITION REPORT PURSUANT TO UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q ? QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended March 31, 2021 or ? TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission File Number: 001-38167 AMERICAN VIRTUAL CLO
May 17, 2021	NT 10-Q	American Virtual Cloud Technologies, Inc. (Name of Registrant as Specified in Charter) UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 12b-25 NOTIFICATION OF LATE FILING SEC FILE NUMBER 001-38167 CUSIP NUMBER 030382105 (Check one): ? Form 10-K ? Form 20-F ? Form 11-K ? Form 10-Q ? Form 10-D ? Form N-CEN ? Form N-CSR For Period Ended: March 31, 2021 ? Transition Report on Form 10-K ? Transition Report on Form 20-F ? Transition Report on Form 11-K ? Transi
May 14, 2021	10-K/A	UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 FORM 10-K/A Amendment No. 1 ☒ ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the fiscal year ended December 31, 2020 ☐ TRANSITION REPORT P UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 FORM 10-K/A Amendment No.
May 14, 2021	EX-21.1	List of subsidiaries. Exhibit 21.1 AMERICAN VIRTUAL CLOUD TECHNOLOGIES, INC. Subsidiaries Place of Incorporation Stratos Management Systems, Inc. Delaware First Byte Computers, Inc. Minnesota eNet Solutions, LLC Texas Computex, Inc. Texas AVCtechnologies USA, Inc. Delaware AVCtechnologies Canada Ltd Canada American Virtual Cloud Technologies Ireland, Limited Ireland Kandy Communications LLC Delaware
May 12, 2021	8-K	Non-Reliance on Previously Issued Financial Statements or a Related Audit Report or Completed Interim Review UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of report (Date of earliest event reported): May 11, 2021 American Virtual Cloud Technologies, Inc. (Exact Name of registrant as Specified in Charter) Delaware 001-38167 81-2402421 (State or other jurisdiction of incorporation)
April 9, 2021	8-K	Submission of Matters to a Vote of Security Holders UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of report (Date of earliest event reported): April 5, 2021 American Virtual Cloud Technologies, Inc. (Exact Name of registrant as Specified in Charter) Delaware (State or other jurisdiction of incorporation) 001-38167 (Commissio
April 7, 2021	EX-99.1	AVC Technologies Announces Receipt of Unsolicited Non-Binding Acquisition Proposal and Exploration of Strategic Alternatives Exhibit 99.1 AVC Technologies Announces Receipt of Unsolicited Non-Binding Acquisition Proposal and Exploration of Strategic Alternatives ATLANTA, April 7, 2021 (GLOBE NEWSWIRE) - American Virtual Cloud Technologies, Inc. (NASDAQ: AVCT) (?AVC Technologies? or the ?Company?) today announced that it has received an unsolicited non-binding proposal, subject to certain conditions, to acquire all of th
April 7, 2021	8-K	Financial Statements and Exhibits, Other Events UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of report (Date of earliest event reported): April 7, 2021 American Virtual Cloud Technologies, Inc. (Exact Name of registrant as Specified in Charter) Delaware (State or other jurisdiction of incorporation) 001-38167 (Commissio
March 31, 2021	10-K	Annual Report - ANNUAL REPORT UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 FORM 10-K ? ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the fiscal year ended December 31, 2020 OR ? TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Commission file number: 001-38167 AMERICAN VIRTUAL CLOUD TECHNOLOGIES, INC.
March 31, 2021	EX-21.1	List of subsidiaries. Exhibit 21.1 AMERICAN VIRTUAL CLOUD TECHNOLOGIES, INC. Subsidiaries Place of Incorporation Stratos Management Systems, Inc. Delaware First Byte Computers, Inc. Minnesota eNet Solutions, LLC Texas Computex, Inc. Texas AVCtechnologies USA, Inc. Delaware AVCTechnologies Canada Ltd Canada American Virtual Cloud Technologies Ireland, Limited Ireland Kandy Communications LLC Delaware
March 23, 2021	DEF 14A	- DEFINITIVE PROXY STATEMENT SCHEDULE 14A INFORMATION Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 Filed by the Registrant ? Filed by a Party other than the Registrant ? Check the appropriate box: ? Preliminary Proxy Statement ? Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2)) ? Definitive Proxy Statement ? Definitive Additional Materials ? Soliciting Material under ?240.
March 23, 2021	DEFA14A	- DEFINITIVE ADDITIONAL MATERIALS SCHEDULE 14A INFORMATION Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 Filed by the Registrant ? Filed by a Party other than the Registrant ? Check the appropriate box: ? Preliminary Proxy Statement ? Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2)) ? Definitive Proxy Statement ? Definitive Additional Materials ? Soliciting Material under ?240.
March 9, 2021	S-8	- REGISTRATION STATEMENT As filed with the Securities and Exchange Commission on March 9, 2020 Registration No.
March 9, 2021	10-K/A	Annual Report - AMENDMENT NO. 1 TO FORM 10-K UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 FORM 10-K Amendment No.
March 5, 2021	8-K	Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers, Entry into a Material Definitive Agreement, Financial Statements and Exhibits, Other Events UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of report (Date of earliest event reported): March 1, 2021 American Virtual Cloud Technologies, Inc. (Exact Name of registrant as Specified in Charter) Delaware (State or other jurisdiction of incorporation) 001-38167 (Commissio
March 5, 2021	EX-10.1	Services Agreement, dated as of March 4, 2021, between American Virtual Cloud Technologies, Inc., and Navigation Capital Partners, Inc. Exhibit 10.1 SERVICES AGREEMENT This Services Agreement (this "Agreement"), dated as of March 4, 2021, is by and between American Virtual Cloud Technologies, Inc., a Delaware corporation (?Company?), and Navigation Capital Partners, Inc., a Delaware corporation (?Consultant?). 1. Services. Company hereby purchases from Consultant, and Consultant agrees to provide to Company, the services (?Service
March 5, 2021	EX-99.1	AVC Technologies Appoints Carolyn Byrd to the Board of Directors AVC Technologies Appoints Carolyn Byrd to the Board of Directors ATLANTA, March 04, 2021 (GLOBE NEWSWIRE) - American Virtual Cloud Technologies, Inc.
February 12, 2021	8-K	Non-Reliance on Previously Issued Financial Statements or a Related Audit Report or Completed Interim Review, Financial Statements and Exhibits UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of report (Date of earliest event reported): February 8, 2021 American Virtual Cloud Technologies, Inc. (Exact Name of registrant as Specified in Charter) Delaware 001-38167 81-2402421 (State or other jurisdiction (Commission Fi
February 12, 2021	PRER14A	- REVISED PRELIMINARY PROXY STATEMENT SCHEDULE 14A INFORMATION Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 (Amendment No.
February 12, 2021	EX-7.1	Letter from Marcum LLP dated February 12, 2021. Exhibit 7.1 February 12, 2021 Securities and Exchange Commission 100 F Street, N.E. Washington, DC 20549 Commissioners: We have read the statements made by American Virtual Cloud Technologies, Inc. under Item 4.02 of its Form 8-K dated February 8, 2021. We agree with the statements concerning our Firm in such Form 8-K; we are not in a position to agree or disagree with other statements of February
February 12, 2021	EX-99.2	POWER OF ATTORNEY EXHIBIT 2 POWER OF ATTORNEY KNOW ALL MEN BY THESE PRESENT, that I, Michael Edward Platt, hereby make, constitute and appoint Steven Pariente, acting individually, as my agent and attorney-in-fact for the purpose of executing in my name, (a) in my personal capacity or (b) in my capacity as principal of, or in other capacities with, BlueCrest Capital Management Limited, a company organized under the
February 12, 2021	EX-99.1	JOINT FILING AGREEMENT EXHIBIT 1 JOINT FILING AGREEMENT PURSUANT TO RULE 13d-1(k) The undersigned acknowledge and agree that the foregoing statement on Schedule 13G is filed on behalf of each of the undersigned and that all subsequent amendments to this statement on Schedule 13G shall be filed on behalf of each of the undersigned without the necessity of filing additional joint acquisition statements.
February 12, 2021	SC 13G/A	UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G Under the Securities Exchange Act of 1934 (Amendment No. 1)* UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G Under the Securities Exchange Act of 1934 (Amendment No. 1)* American Virtual Cloud Technologies, Inc. (Name of Issuer) Class A Common Stock (Title of Class of Securities) 030382105 (CUSIP Number) 31 December 2020 (Date of Event which Requires Filing of this Statement) Check the appropriate box to designate the ru
February 12, 2021	CORRESP	- Jason T. Simon, Esq. Tel 703.749.1386 Fax 703.714.8386 [email protected] February 12, 2021 United States Securities and Exchange Commission Division of Corporation Finance 100 F Street, N.E. Washington, DC 20549 Attention: Jeff Kauten Re: American Virtual Cloud Technologies, Inc. Preliminary Proxy Statement on Schedule 14A Filed January 15, 2021 File No. 001-38167 Dear Mr. Kauten: On behalf of Amer
February 11, 2021	SC 13G/A	American Virtual Cloud Technologies, Inc. SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G/A Under the Securities Exchange Act of 1934 (Amendment No. 1)* American Virtual Cloud Technologies, Inc. (Name of Issuer) Common Stock, par value $0.001 per share (Title of Class of Securities) 030382105 (CUSIP Number) December 31, 2020 (Date of Event Which Requires Filing of this Statement) Check the appropriate box to designa
February 5, 2021	SC 13G/A	UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G Under the Securities Exchange Act of 1934 (Amendment No. 1* American Virtual Cloud Technologies, Inc. (Name of Issuer) Common Stock, par value $0.001 per share (Titl SC 13G/A UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G Under the Securities Exchange Act of 1934 (Amendment No. 1* American Virtual Cloud Technologies, Inc. (Name of Issuer) Common Stock, par value $0.001 per share (Title of Class of Securities) 030382105 (CUSIP Number) December 31, 2020 (Date of Event which Requires Filing of this Statement) Check the approp
January 27, 2021	EX-99.1	INDEPENDENT AUDITOR’S REPORT Exhibit 99.1 Kandy Communications Business of Ribbon Communications Inc. Abbreviated Financial Statements For the Years Ended December 31, 2019 and 2018 Independent Auditor’s Report 1 Statements of Assets Acquired and Liabilities Assumed 2 Statements of Revenues and Direct Expenses 3 Notes to Abbreviated Financial Statements 4–13 i INDEPENDENT AUDITOR’S REPORT To the Board of Directors Ribbon Comm
January 27, 2021	EX-99.2	September 30, 2019 Exhibit 99.2 Kandy Communications Business of Ribbon Communications Inc. Abbreviated Financial Statements For the Nine months Ended September 30, 2020 and 2019 (Unaudited) Statements of Assets Acquired and Liabilities Assumed (Unaudited) 1 Statements of Revenues and Direct Expenses (Unaudited) 2 Notes to Abbreviated Financial Statements (Unaudited) 3–12 i Kandy Communications Business of Ribbon Co
January 27, 2021	EX-99.3	PRO FORMA COMBINED FINANCIAL INFORMATION (UNAUDITED & CONDENSED) (in thousands, except share and per share data) Exhibit 99.3 PRO FORMA COMBINED FINANCIAL INFORMATION (UNAUDITED & CONDENSED) (in thousands, except share and per share data) On December 1, 2020, American Virtual Cloud Technologies, Inc. (“AVCT” or the “Company”) consummated a Purchase Agreement (the “Purchase Agreement”) that was previously entered into on August 5, 2020 with Ribbon Communications, Inc. (“Ribbon”), Ribbon Communications Operati
January 27, 2021	8-K/A	Financial Statements and Exhibits - AMENDMENT NO. 1 TO FORM 8-K UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K/A (Amendment No. 1) CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of report (Date of earliest event reported): January 27, 2021 (December 1, 2020) American Virtual Cloud Technologies, Inc. (Exact Name of registrant as Specified in Charter) Delaware 001-38167 81-2402421 (Sta
January 26, 2021	EX-10	Amended and Restated Joint Filing Agreement, dated as of January 26, 2021, by and among the Reporting Persons (filed herewith). EX-10 2 ea133961ex10american.htm AMENDED AND RESTATED JOINT FILING AGREEMENT, DATED AS OF JANUARY 26, 2021, BY AND AMONG THE REPORTING PERSONS Exhibit 10 Amended and Restated Joint Filing Statement This Amended and Restated Joint Filing Statement (this “Agreement”) amends and restates the Joint Filing Statement, dated April 17, 2020 by and among Navigation Capital Partners II, L.P., NCP General Pa
January 26, 2021	SC 13D/A	UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13D Under the Securities Exchange Act of 1934 (Amendment No. 1)* UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13D Under the Securities Exchange Act of 1934 (Amendment No. 1)* 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 M
January 21, 2021	8-K	Regulation FD Disclosure, Financial Statements and Exhibits - CURRENT REPORT UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of report (Date of earliest event reported): January 21, 2021 American Virtual Cloud Technologies, Inc. (Exact Name of registrant as Specified in Charter) Delaware 001-38167 81-2402421 (State or other jurisdiction (Commission Fi
January 21, 2021	EX-99.1	American Virtual Cloud Technologies, Inc. (NASDAQ: AVCT) January 2021 Update Exhibit 99.1 American Virtual Cloud Technologies, Inc. (NASDAQ: AVCT) January 2021 Update D ISCLAIMER This presentation (this “Presentation”) and any oral statements made in connection with this Presentation do not constitute a n o ffer to sell, or a solicitation of an offer to buy, or a recommendation to purchase, any securities in any jurisdiction. This Presentation does not constitute either ad
January 15, 2021	PRE 14A	- PRELIMINARY PROXY STATEMENT SCHEDULE 14A INFORMATION Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 (Amendment No.
December 11, 2020	SC 13D	AVCT / American Virtual Cloud Technologies, Inc. / Ribbon Communications Inc. - SCHEDULE 13D Activist Investment UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13D Under the Securities Exchange Act of 1934 (Amendment No. )* American Virtual Cloud Technologies, Inc. (Name of Issuer) Common Stock, par value $0.0001 (Title of Class of Securities) 030382105 (CUSIP Number) Patrick Macken Executive Vice President and Chief Legal Officer c/o Ribbon Communications Inc. 4 Technology
December 7, 2020	EX-99.2	AVCT Announces Michael Dennis as New COO Exhibit 99.2 AVCT Announces Michael Dennis as New COO Veteran telecommunications and technology executive selected to lead worldwide operations Graham McGonigal will focus on key strategic planning initiatives ATLANTA, Dec. 07, 2020 (GLOBE NEWSWIRE) - American Virtual Cloud Technologies, Inc. (NASDAQ: AVCT), a leading cloud communications and IT service provider, is pleased to announce Michael A.
December 7, 2020	EX-10.5	Securities Purchase Agreement, dated December 1, 2020, by and between American Virtual Cloud Technologies, Inc. and SPAC Opportunity Partners Investment Sub LLC Exhibit 10.5 EXECUTION VERSION SECURITIES PURCHASE AGREEMENT This SECURITIES PURCHASE AGREEMENT (this “Agreement”) is made as of December 1, 2020 by and among American Virtual Cloud Technologies, Inc., a Delaware corporation (the “Company”), SPAC Opportunity Partners Investment Sub LLC, a Delaware limited liability company (the “Initial Investor”), solely for purposes of Section 6.5 and Section 9.
December 7, 2020	EX-10.1	Form of Guaranty of Debentures Exhibit 10.1 GUARANTY THIS GUARANTY AND THE RIGHTS AND OBLIGATIONS EVIDENCED HEREBY ARE SUBORDINATE IN THE MANNER AND TO THE EXTENT SET FORTH IN SECTION 3 OF THE DEBENTURES (AS DEFINED HEREIN) TO THE SENIOR INDEBTEDNESS (AS DEFINED IN THE DEBENTURES), AND EACH HOLDER OF THIS GUARANTY, BY ITS ACCEPTANCE HEREOF, IRREVOCABLY AGREES TO BE BOUND BY THE PROVISIONS OF SECTIONS 3 AND 12 OF THE DEBENTURES.
December 7, 2020	EX-10.9	Employment Agreement between the Company and Thomas King. Exhibit 10.9 Employment Agreement This Employment Agreement (this "Agreement") is made effective as of December 1, 2020 by and between American Virtual Cloud Technologies, Inc. ("The Company") of 1720 Peachtree Street, Suite 629, Atlanta, Georgia, 30309 and Thomas King, ("Mr. King”), of 1298 Waterford Green Trail, Marietta, GA 30068. This Agreement replaces all prior employment agreements. The Com
December 7, 2020	EX-10.4	Investor Rights Agreement, dated December 1, 2020, by and among American Virtual Cloud Technologies, Inc., Ribbon Communications Inc., Pensare Sponsor Group, LLC and Stratos Management Systems Holdings, LLC Exhibit 10.4 EXECUTION VERSION INVESTOR RIGHTS AGREEMENT THIS INVESTOR RIGHTS AGREEMENT (this “Agreement”), dated as of December 1, 2020, is made and entered into by and among American Virtual Cloud Technologies, Inc., a Delaware corporation (the “Company”),the undersigned party listed under the heading “Holder” on the signature page hereto (and, together with any person or entity who hereafter be
December 7, 2020	EX-10.6	Amendment and Joinder to Registration Rights Agreement, dated December 1, 2020, by and among American Virtual Cloud Technologies, Inc. and the Holders Party thereto Exhibit 10.6 EXECUTION VERSION AMENDMENT AND JOINDER TO REGISTRATION RIGHTS AGREEMENT This Amendment and Joinder (this “Amendment and Joinder”), entered into and effective as of December 1, 2020, is made to that certain Registration Rights Agreement, dated as of April 7, 2020, by and among American Virtual Cloud Technologies, Inc., a Delaware corporation (the “Company”), and the other parties ther
December 7, 2020	EX-4.2	Form of Warrant Exhibit 4.2 NEITHER THIS WARRANT NOR THE SHARES OF COMMON STOCK ISSUABLE UPON EXERCISE OF THIS WARRANT HAVE BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”), OR ANY APPLICABLE STATE SECURITIES LAWS. SUCH SECURITIES HAVE BEEN ACQUIRED FOR INVESTMENT PURPOSES AND MAY NOT BE OFFERED FOR SALE, SOLD, DELIVERED AFTER SALE, TRANSFERRED, PLEDGED OR HYPOTHECATED IN THE AB
December 7, 2020	EX-10.2	Amended and Restated Voting Agreement, dated December 1, 2020, by and among Ribbon Communications Inc., Ribbon Communications Operating Company, Inc., Ribbon Communications International Limited and Pensare Sponsor Group, LLC. EX-10.2 6 ea131110ex10-2american.htm AMENDED AND RESTATED VOTING AGREEMENT, DATED DECEMBER 1, 2020, BY AND AMONG RIBBON COMMUNICATIONS INC., RIBBON COMMUNICATIONS OPERATING COMPANY, INC., RIBBON COMMUNICATIONS INTERNATIONAL LIMITED AND PENSARE SPONSOR GROUP, LLC Exhibit 10.2 EXECUTION VERSION AMENDED AND RESTATED VOTING AGREEMENT This Amended and restated voting Agreement (this “Agreement”) is mad
December 7, 2020	EX-4.1	Form of Debenture Exhibit 4.1 THIS DEBENTURE AND THE RIGHTS AND OBLIGATIONS EVIDENCED HEREBY ARE SUBORDINATE IN THE MANNER AND TO THE EXTENT SET FORTH IN SECTION 3 OF THIS DEBENTURE TO THE SENIOR INDEBTEDNESS (AS DEFINED HEREIN), AND EACH HOLDER OF THIS DEBENTURE, BY ITS ACCEPTANCE HEREOF, IRREVOCABLY AGREES TO BE BOUND BY THE PROVISIONS OF SECTIONS 3 AND 12 OF THIS DEBENTURE. THIS DEBENTURE AND ITS HOLDER ARE ALSO
December 7, 2020	EX-99.1	AVCtechnologies Completes Strategic Acquisition of Ribbon’s Kandy Communications Creates an end-to-end Cloud Managed Services company with a comprehensive suite of Unified Communications as a Service (UCaaS), Communications Platform as a Service (CPa Exhibit 99.1 AVCtechnologies Completes Strategic Acquisition of Ribbon’s Kandy Communications Creates an end-to-end Cloud Managed Services company with a comprehensive suite of Unified Communications as a Service (UCaaS), Communications Platform as a Service (CPaaS), and Contact Center as a Service (CCaaS) capabilities Atlanta, GA and Westford, MA December 2, 2020 – American Virtual Cloud Technolo
December 7, 2020	EX-2.1	Amended and Restated Purchase Agreement, dated December 1, 2020, by and among American Virtual Cloud Technologies, Inc., Ribbon Communications Inc., Ribbon Communications Operating Company, Inc. and Ribbon Communications International Limited Exhibit 2.1 Execution Version AMENDED AND RESTATED PURCHASE AGREEMENT among RIBBON COMMUNICATIONS INC., RIBBON COMMUNICATIONS OPERATING COMPANY, INC., RIBBON COMMUNICATIONS INTERNATIONAL LIMITED and AMERICAN VIRTUAL CLOUD TECHNOLOGIES, INC. dated as of December 1, 2020 TABLE OF CONTENTS ARTICLE I DEFINITIONS 2 ARTICLE II PURCHASE AND SALE 17 Section 2.01. Purchase and Sale of the Purchased Interes
December 7, 2020	EX-10.3	Amended and Restated Voting Agreement, dated December 1, 2020, by and among Ribbon Communications Inc., Ribbon Communications Operating Company, Inc., Ribbon Communications International Limited and Stratos Management Systems Holdings, LLC Exhibit 10.3 EXECUTION VERSION AMENDED AND RESTATED VOTING AGREEMENT This Amended and restated voting Agreement (this “Agreement”) is made and entered into as of December 1, 2020, by and among Ribbon Communications Operating Company, Inc., a Delaware corporation (“RCOCI”), Ribbon Communications International Limited, an Ireland company (“RCIL”, and together with RCOCI, each a “Seller” and collecti
December 7, 2020	8-K	Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers, Entry into a Material Definitive Agreement, Unregistered Sales of Equity Securities, Financial Statements and Exhibits, Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement of a Registrant, Completion of Acquisition or Disposition of Assets, Other Events - CURRENT REPORT UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of report (Date of earliest event reported): December 1, 2020 American Virtual Cloud Technologies, Inc. (Exact Name of registrant as Specified in Charter) Delaware 001-38167 81-2402421 (State or other jurisdiction (Commission Fi
December 7, 2020	EX-10.7	Sixth Amendment to Loan Documents, dated as of December 1, 2020 Exhibit 10.7 SIXTH AMENDMENT TO LOAN DOCUMENTS THIS SIXTH AMENDMENT TO LOAN DOCUMENTS (this “Amendment”), dated as of December 1, 2020, is among Stratos Management Systems, Inc. (f/k/a Tango Merger Sub Corp.), a Delaware corporation (“Stratos”), American Virtual Cloud Technologies, Inc. (f/k/a Pensare Acquisition Corp.), a Delaware corporation (“Parent” and together with Stratos, collectively and
December 7, 2020	EX-10.8	Employment Agreement between the Company and Michael Dennis. Exhibit 10.8 Employment Agreement This Employment Agreement (this "Agreement") is made effective as of December 1, 2020 by and between American Virtual Cloud Technologies, Inc. ("The Company") of 1720 Peachtree Street, Suite 629, Atlanta, Georgia, 30309 and Michael Dennis, ("Mr. Dennis”), of 95 West Main Street, 5-261, Chester, NJ 07930. The Company is engaged in the business of Information Techno
November 16, 2020	10-Q	Quarterly Report - QUARTERLY REPORT UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended September 30, 2020 or ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission File Number: 001-38167 AMERICAN VIRTUAL
November 16, 2020	EX-10.4	Fifth Amendment to Credit Agreement, dated November 13, 2020. Exhibit 10.4 FIFTH AMENDMENT TO LOAN DOCUMENTS THIS FIFTH AMENDMENT TO LOAN DOCUMENTS (this “Amendment”), dated as of November , 2020, is among Stratos Management Systems, Inc. (f/k/a Tango Merger Sub Corp.), a Delaware corporation (“Stratos”), American Virtual Cloud Technologies, Inc. (f/k/a Pensare Acquisition Corp.), a Delaware corporation (“Parent” and together with Stratos, collectively and i
September 23, 2020	8-K	Regulation FD Disclosure, Financial Statements and Exhibits - CURRENT REPORT UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of report (Date of earliest event reported): September 23, 2020 American Virtual Cloud Technologies, Inc. (Exact Name of registrant as Specified in Charter) Delaware 001-38167 81-2402421 (State or other jurisdiction of incorpora

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