Pensare Sponsor Group, Llc - Sep 8, 2021 Form 4 Insider Report for American Virtual Cloud Technologies, Inc. (AVCT)

Role: 10%+ Owner
Signature: /s/ Alan I. Annex, Attorney-in-Fact
Stock symbol: AVCT
Transactions as of: Sep 8, 2021
Transactions value $: $4,861,761
Form type: 4
Date filed: 9/10/2021, 08:31 PM
Next filing: Sep 14, 2021

Transactions Table

Type	Sym	Class	Transaction	Value $	Shares	Change %	* Price $	Shares After	Date	Ownership	Footnotes
transaction	AVCT	Common Stock	Conversion of derivative security	$2.6M	+754K	+12.96%	$3.45^*	6.57M	Sep 8, 2021	Direct

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 convertible debentures	Conversion of derivative security	$2.26M				0	Sep 8, 2021	Common Stock	754K	$3.45	Direct	F1, F2

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

Explanation of Responses:

Id	Content
F1	The debentures were immediately exercisable, subject to a conversion cap that applied until the Issuer obtained the requisite stockholder approval to issue the full amount of underlying shares.
F2	The expiration date was the date that the principal amount of the applicable debenture (together with all accrued but unpaid interest thereon) was paid in full, subject to mandatory conversion in whole pursuant to the terms thereof, which mandatory conversion occurred effective September 8, 2021. The entire principal sum amount of the Series A-1 and Series A convertible debentures, together with accrued and unpaid interest thereon, was due and payable on the earlier to occur of certain dates specified in the debentures.

Content

The debentures were immediately exercisable, subject to a conversion cap that applied until the Issuer obtained the requisite stockholder approval to issue the full amount of underlying shares.

The expiration date was the date that the principal amount of the applicable debenture (together with all accrued but unpaid interest thereon) was paid in full, subject to mandatory conversion in whole pursuant to the terms thereof, which mandatory conversion occurred effective September 8, 2021. The entire principal sum amount of the Series A-1 and Series A convertible debentures, together with accrued and unpaid interest thereon, was due and payable on the earlier to occur of certain dates specified in the debentures.