UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM
CURRENT REPORT
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Item 1.01. Entry into a Material Definitive Agreement.
On September 16, 2021, American Virtual Cloud Technologies, Inc. (the “Company”) issued a promissory note (the “Note”) to a third-party lender, evidencing a loan in the principal amount of $5,000,000 made to the Company by the lender on that date (the “Loan”). Pursuant to the terms of the Note, the Loan accrues interest at the rate of 12% per annum and is payable in full on September 16, 2022, or earlier upon the occurrence of certain specified events. Upon payment in full of the Loan, the lender is entitled to receive, in addition to the principal amount of the Loan and any accrued but unpaid interest, an amount sufficient to result in the lender receiving, in the aggregate, a 25% return on the original principal amount of the Note.
The foregoing description of the Note does not purport to be complete and is qualified in its entirety by the terms and conditions of the Note, which is filed as Exhibit 10.1 to this Current Report on Form 8-K and is incorporated herein by reference.
Item 2.03. Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement of a Registrant.
The information contained in Item 1.01 is incorporated herein by reference.
Item 8.01. Other Events.
On September 16, 2021, the Company issued a press release regarding, among other things, the conversion of its outstanding debentures and the Company’s plan to focus its strategy on acquisitions and organic growth in its cloud technologies business as well as to explore strategic opportunities for its IT solutions business, including the planned divestiture of Computex Technology Group. A copy of the press release is furnished as Exhibit 99.1 to this Current Report on Form 8-K and is incorporated herein by reference.
Item 9.01. Financial Statements and Exhibits.
(d) Exhibits.
Exhibit No. | Exhibit | |
10.1 | Promissory Note, dated September 16, 2021. | |
99.1 | Press release, dated September 16, 2021. | |
104 | Cover Page Interactive Data File (embedded within the Inline XBRL document) |
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SIGNATURE
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this Current Report on Form 8-K to be signed on its behalf by the undersigned hereunto duly authorized.
AMERICAN VIRTUAL CLOUD TECHNOLOGIES, INC. | ||
By: | /s/ Thomas King | |
Name: | Thomas H. King | |
Title: | Chief Financial Officer |
Date: September 17, 2021
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