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^*

PENSARE SPONSOR GROUP, LLC

(Last)

(First)

(Middle)

AMERICAN VIRTUAL CLOUD TECHNOLOGIES, INC

1720 PEACHTREE STREET, SUITE 629

(Street)

ATLANTA

30309

(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)
04/07/2020

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)
Warrant	$0.01	04/07/2020		P		883,057		04/07/2020	04/07/2025	Common Stock	883,057	⁽¹⁾	883,057	D
Series A convertible debentures	$3.45	04/07/2020		P		$8,830,570		04/07/2020	⁽²⁾	Common Stock	2,559,586	⁽¹⁾	$8,830,570	D

Explanation of Responses:

1. The reported securities are included within 8,830.57 units of securities (the "Units") purchased by the reporting person from the Issuer for $1,000 per Unit. Each Unit consists of (i) $1,000 in principal amount of the Company's Series A convertible debentures and (ii) one warrant to purchase 100 shares of the Company's Common Stock, par value $0.001 per share, at an exercise price of $0.01 per whole share. The securities are held directly by Pensare Sponsor Group, LLC and indirectly by Darrell J. Mays, who is the managing member of Pensare Sponsor Group, LLC. Lawrence E. Mock, Jr., Dr. Robert Willis and John Foley hold economic interests in Pensare Sponsor Group, LLC and pecuniary interests in the securities held by Pensare Sponsor Group, LLC. Each of Messrs. Mays, Mock and Foley and Dr. Willis disclaims beneficial ownership of such securities except to the extent of his pecuniary interest therein.

2. The expiration date is the date that the principal amount of the Series A 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 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 October 7, 2022, 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).

	/s/ Alan I. Annex, Attorney-in-Fact	04/09/2020
	** 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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