Navigation Capital Partners, Inc. - May 27, 2021 Form 4 Insider Report for American Virtual Cloud Technologies, Inc. (AVCT)

Role: 10%+ Owner
Signature: Navigation Capital Partners, Inc. By: /s/ Lawrence E. Mock, Managing Partner
Stock symbol: AVCT
Transactions as of: May 27, 2021
Transactions value $: $7,990,000
Form type: 4
Date filed: 6/1/2021, 09:45 PM
Next filing: Oct 4, 2021

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
transaction	AVCT	Series A-1 Convertible Debentures	Other	$7.99M				$18M	May 27, 2021	Common Stock	2.32M	$3.45	Please see footnotes	F1, F2, F3
transaction	AVCT	Warrants	Other		+799K	+79.9%		1.8M	May 27, 2021	Common Stock	799K	$0.01	Please see footnotes	F1, F2

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

Explanation of Responses:

Id	Content
F1	On May 27, 2021, SPAC Opportunity Partners Investment Sub, LLC ("Investment Sub") purchased 7,990 additional 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, with each unit consisting of (i) $1,000 in principal amount of the Issuer's Series A-1 convertible debentures and (ii) one warrant to purchase 100 shares of the Issuer's common stock.
F2	Investment Sub is a direct wholly-owned subsidiary of SPAC Opportunity Partners, LLC ("SPAC Opps"), an entity controlled by Navigation Capital Partners, Inc. ("Navigation Capital" and together with SPAC Opps, the "Reporting Persons"). As a result, the Reporting Persons may be deemed to indirectly beneficially own the reported securities. The Reporting Persons each disclaim beneficial ownership of such securities to the extent of their pecuniary interest therein.
F3	The expiration date is the date that the principal amount of the Series A-1 convertible debenture (together with all accrued but unpaid interest thereon) is paid in full, subject to mandatory conversion in whole pursuant to the terms thereof. The entire principal sum amount of the Series A-1 convertible debenture, together with accrued and unpaid interest thereon, is due and payable on the earlier to occur of (i) such date, commencing on or after the 30 month anniversary of December 1, 2020, as the holder, 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 therein).