SEC FORM 4

SEC Form 4

FORM 4

UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP

Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934
or Section 30(h) of the Investment Company Act of 1940

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Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).

1. Name and Address of Reporting Person^*

SPAC Opportunity Fund I, L.P.

(Last)

(First)

(Middle)

2870 PEACHTREE RD. NW, UNIT 509

(Street)

ATLANTA

30305

(City)

(State)

(Zip)

2. Issuer Name and Ticker or Trading Symbol
American Virtual Cloud Technologies, Inc. [ AVCT ]

5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)

Director	X	10% Owner
Officer (give title below)		Other (specify below)

3. Date of Earliest Transaction (Month/Day/Year)
07/01/2021

4. If Amendment, Date of Original Filed (Month/Day/Year)

6. Individual or Joint/Group Filing (Check Applicable Line)

X	Form filed by One Reporting Person
	Form filed by More than One Reporting Person

Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	3. Transaction Code (Instr. 8)		4. Securities Acquired (A) or Disposed Of (D) (Instr. 3, 4 and 5)			5. Amount of Securities Beneficially Owned Following Reported Transaction(s) (Instr. 3 and 4)	6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	Code	V	Amount	(A) or (D)	Price		6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)

Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security (Instr. 3)	2. Conversion or Exercise Price of Derivative Security	3. Transaction Date (Month/Day/Year)	3A. Deemed Execution Date, if any (Month/Day/Year)	4. Transaction Code (Instr. 8)		5. Number of Derivative Securities Acquired (A) or Disposed of (D) (Instr. 3, 4 and 5)		6. Date Exercisable and Expiration Date (Month/Day/Year)		7. Title and Amount of Securities Underlying Derivative Security (Instr. 3 and 4)		8. Price of Derivative Security (Instr. 5)	9. Number of derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr. 4)	10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)
1. Title of Derivative Security (Instr. 3)	2. Conversion or Exercise Price of Derivative Security	3. Transaction Date (Month/Day/Year)	3A. Deemed Execution Date, if any (Month/Day/Year)	Code	V	(A)	(D)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares	8. Price of Derivative Security (Instr. 5)		10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)
Series A Convertible Debentures	⁽²⁾⁽³⁾	07/01/2021		J⁽¹⁾			$6,305,608.88	12/01/2020	⁽²⁾⁽³⁾	Common Stock	1,827,712	⁽⁴⁾	0	I	Please see footnotes⁽¹⁾⁽⁴⁾
Warrants	⁽⁵⁾	07/01/2021		J⁽¹⁾			630,561	12/01/2020	⁽⁵⁾	Common Stock	630,561	⁽⁴⁾	0	I	Please see footnotes⁽¹⁾⁽⁴⁾
Series A-1 Convertible Debentures	⁽²⁾⁽³⁾	07/01/2021		J⁽¹⁾			$10,000,000	12/01/2020	⁽²⁾⁽³⁾	Common Stock	2,898,550	⁽⁶⁾	0	I	Please see footnotes⁽¹⁾⁽⁶⁾
Warrants	⁽⁵⁾	07/01/2021		J⁽¹⁾			1,000,000	12/01/2020	⁽⁵⁾	Common Stock	1,000,000	⁽⁶⁾	0	I	Please see footnotes⁽¹⁾⁽⁶⁾
Series A-1 Convertible Debentures	⁽²⁾⁽³⁾	07/01/2021		J⁽¹⁾			$7,990,000	05/27/2021	⁽²⁾⁽³⁾	Common Stock	2,315,942	⁽⁷⁾	0	I	Please see footnotes⁽¹⁾⁽⁷⁾
Warrants	⁽⁵⁾	07/01/2021		J⁽¹⁾			799,000	05/27/2021	⁽⁵⁾	Common Stock	799,000	⁽⁷⁾	0	I	Please see footnotes⁽¹⁾⁽⁷⁾

Explanation of Responses:

1. On July 1, 2021, the Reporting Person contributed (the "July 2021 Transfer") its entire ownership interest in Navigation Capital Partners SOF I, LLC (formerly known as SPAC Opportunity Partners Investment Sub, LLC) ("Investment Sub") to SPAC Opportunity Fund I, L.P. ("SPAC Opps"). Prior to the July 2021 Transfer, Investment Sub was wholly owned by the Reporting Person. The Reporting Person and SPAC Opps are both controlled by Navigation Capital Partners, Inc., and as a result of the July 2021 Transfer, the Reporting Person no longer has any beneficial ownership over any securities held by Investment Sub, including the Debentures and the Warrants (as defined below). Each of the reported securities are directly held by Investment Sub. This Form 4 is being filed late due to administrative error.

2. The April 2020 Debentures, December 2020 Debentures and May 2021 Debentures (as defined below, and collectively, the "Debentures") are immediately convertible at the option of the holder into shares of the Issuer's common stock, par value $0.001 per share ("Common Stock") at an initial conversion price of $3.45 per share. The April 2020 Debentures are initially convertible into 1,827,712 shares of Common Stock; the December 2020 Debentures are initially convertible into 2,898,550 shares of Common Stock; and the May 2021 Debentures are initially convertible into 2,315,942 shares of Common Stock, in each case subject to adjustment. The entire principal amount of the Debentures, together with accrued and unpaid interest thereon, is due and payable on the earlier of

3. (continued from footnote (2)) (i) such date, commencing on or after October 7, 2022 (in the case of the April 2020 Debentures) and June 1, 2023 (in the case of the December 2020 Debentures and May 2021 Debentures), as the holder thereof, at its sole option, upon not less than 30 days' prior written notice to the Issuer, demands payment thereof and (ii) the occurrence of a Change in Control (as defined in the Debentures). The Debentures are convertible, in whole or in part, at any time at the option of the holder thereof into that number of shares of Common Stock calculated by dividing the principal amount being converted, together with all accrued but unpaid interest thereon, by the applicable conversion price, initially $3.45. The Debentures are subject to mandatory conversion if the closing price of the Common Stock exceeds $6.00 for any 40 trading days within a consecutive 60 trading day-period, subject to the satisfaction of certain other conditions.

4. The following securities were transferred to Investment Sub by Pensare Sponsor Group, LLC ("Sponsor") on June 29, 2020 as repayment in full of an inter-company loan made to Sponsor by the Reporting Person: (i) $6,305,608.88 aggregate principal amount of Series A Convertible Debentures (the "April 2020 Debentures"), initially convertible into 1,827,712 shares of Common Stock; and (ii) warrants to purchase 630,561 shares of Common Stock (the "April 2020 Warrants").

5. The April 2020 Warrants, December 2020 Warrants and May 2021 Warrants (collectively, the "Warrants") are immediately exercisable, have an exercise price of $0.01 per whole share and have expiration dates five years from the date of issuance (April 7, 2025, for the April 2020 Warrants, and December 1, 2025, for the December 2020 Warrants and May 2021 Warrants).

6. On December 1, 2020, Investment Sub purchased 10,000 units of the Issuer's securities at a price of $1,000 per unit, pursuant to that certain Securities Purchase Agreement, dated as of December 1, 2020, by and among Investment Sub, the Issuer and the other parties specified therein (the "December 2020 Purchase Agreement"), with each unit consisting of (i) $1,000 in principal amount of the Issuer's Series A-1 Convertible Debentures (the "December 2020 Debentures") and (ii) one warrant to purchase 100 shares of the Issuer's common stock (the "December 2020 Warrants").

7. On May 27, 2021, Investment Sub purchased 7,990 additional units of the Issuer's securities at a price of $1,000 per unit, pursuant to the December 2020 Purchase Agreement, with each unit consisting of (i) $1,000 in principal amount of the Issuer's Series A-1 Convertible Debentures (the "May 2021 Debentures") and (ii) one warrant to purchase 100 shares of the Issuer's common stock (the "May 2021 Warrants").

	SPAC Opportunity Partners, LLC By: /s/ Lawrence E. Mock, Manager	10/04/2021
	** Signature of Reporting Person	Date
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
* If the form is filed by more than one reporting person, see Instruction 4 (b)(v).
** Intentional misstatements or omissions of facts constitute Federal Criminal Violations See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a).
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