SPAC Opportunity Partners, LLC - Jul 1, 2021 Form 3 Insider Report for American Virtual Cloud Technologies, Inc. (AVCT)

Role: 10%+ Owner
Signature: SPAC Opportunity Fund I, L.P. By: /s/ Lawrence E. Mock, Manager
Stock symbol: AVCT
Transactions as of: Jul 1, 2021
Transactions value $: $0
Form type: 3
Date filed: 10/4/2021, 09:00 PM

Derivative Securities (e.g., puts, calls, warrants, options, convertible securities)

Type	Sym	Class	Transaction	Value $	Shares	Change %	* Price $	Shares After	Date	Underlying Class	Amount	Exercise Price	Ownership	Footnotes
holding	AVCT	Series A Convertible Debentures							Jul 1, 2021	Common Stock	1.83M		Please see footnotes	F1, F2, F3, F4, F5
holding	AVCT	Warrants							Jul 1, 2021	Common Stock	631K		Please see footnotes	F4, F5, F6
holding	AVCT	Series A-1 Convertible Debentures							Jul 1, 2021	Common Stock	2.9M		Please see footnotes	F1, F2, F3, F7, F8
holding	AVCT	Warrants							Jul 1, 2021	Common Stock	1M		Please see footnotes	F6, F7, F8
holding	AVCT	Series A-1 Convertible Debentures							Jul 1, 2021	Common Stock	2.32M		Please see footnotes	F1, F2, F3, F9
holding	AVCT	Warrants							Jul 1, 2021	Common Stock	799K		Please see footnotes	F6, F9

* An asterisk sign (*) next to the price indicates that the price is likely invalid.

Explanation of Responses:

Id	Content
F1	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 Debentures bear interest at a rate of 10% per annum, (i) payable quarterly on the last day of each calendar quarter in the form of additional Debentures (in the case of the April 2020 Debentures) and
F2	(continued from footnote (1)) (ii) accruing quarterly on the last day of each calendar quarter and added to the principal amount of the December 2020 Debentures or May 2021 Debentures, as applicable, in each case except upon maturity in which case accrued and unpaid interest is payable in cash. The entire principal amount of the Debentures, together with accrued and unpaid interest thereon, is due and payable on the earlier of (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,
F3	(continued from footnote (2)) 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 conversion price is subject to customary adjustments for stock dividends, stock splits, reclassifications and the like, and is also subject to price-based adjustment, on a "full ratchet" basis, in the event of any issuances of Common Stock, or securities convertible, exercisable or exchangeable for, Common Stock at a price below the then-applicable conversion price (subject to certain exceptions). 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. This Form 4 is being filed late due to administrative error.
F4	The following securities were transferred to Navigation Capital Partners SOF I, LLC (formerly known as SPAC Opportunity Partners Investment Sub, LLC) ("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 SPAC Opportunity Partners ("SPAC Opportunity Partners"): (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"). The April 2020 Debentures and the April 2020 Warrants were initially acquired by Sponsor on April 7, 2020. Prior to July 1, 2021, Investment Sub was wholly owned by SPAC Opportunity Partners.
F5	(continued from footnote (4)) On July 1, 2021 SPAC Opportunity Partners contributed its entire ownership interest in Investment Sub to the Reporting Person (the "July 2021 Transfer"), and as a result, the Reporting Person may be deemed to indirectly beneficially own the April 2020 Debentures and the April 2020 Warrants. The Reporting Person disclaims beneficial ownership of such securities except to the extent of its pecuniary interest therein.
F6	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). The number of shares issuable upon exercise of the Warrants is subject to customary adjustments for stock dividends, stock splits, reclassifications and the like.
F7	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 Common Stock (the "December 2020 Warrants"). Investment Sub will have the right to the full underlying share amount when the Issuer obtains the requisite stockholder approval to issue the full amount of underlying shares.
F8	(continued from footnote (7)) As a result of the July 2021 Transfer, the Reporting Person may be deemed to indirectly beneficially own the December 2020 Debentures and December 2020 Warrants. The Reporting Person disclaims beneficial ownership of such securities except to the extent of its pecuniary interest therein.
F9	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"). Investment Sub will have the right to the full underlying share amount when the Issuer obtains the requisite stockholder approval to issue the full amount of underlying shares. As a result of the July 2021 Transfer, the Reporting Person may be deemed to indirectly beneficially own the May 2021 Debentures and May 2021 Warrants. The Reporting Person disclaims beneficial ownership of such securities except to the extent of its pecuniary interest therein.