SEC FORM 3

SEC Form 3

FORM 3

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

INITIAL STATEMENT OF BENEFICIAL OWNERSHIP OF SECURITIES

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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1. Name and Address of Reporting Person^*

Williams Xavier

(Last)

(First)

(Middle)

C/O AMERICAN VIRTUAL CLOUD TECHNOLOGIES

1720 PEACHTREE ST., SUITE 629

(Street)

ATLANTA

30309

(City)

(State)

(Zip)

2. Date of Event Requiring Statement (Month/Day/Year)
10/01/2020

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

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

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

5. 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 Beneficially Owned
1. Title of Security (Instr. 4)	2. Amount of Securities Beneficially Owned (Instr. 4)	3. Ownership Form: Direct (D) or Indirect (I) (Instr. 5)	4. Nature of Indirect Beneficial Ownership (Instr. 5)
No securities are beneficially owned	0	D

Table II - Derivative Securities Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security (Instr. 4)	2. Date Exercisable and Expiration Date (Month/Day/Year)		3. Title and Amount of Securities Underlying Derivative Security (Instr. 4)		4. Conversion or Exercise Price of Derivative Security	5. Ownership Form: Direct (D) or Indirect (I) (Instr. 5)	6. Nature of Indirect Beneficial Ownership (Instr. 5)
1. Title of Derivative Security (Instr. 4)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares	4. Conversion or Exercise Price of Derivative Security	5. Ownership Form: Direct (D) or Indirect (I) (Instr. 5)	6. Nature of Indirect Beneficial Ownership (Instr. 5)
Restricted Stock Units	⁽¹⁾	⁽¹⁾	Common Stock	500,000	⁽²⁾	D

Explanation of Responses:

1. Up to 50% of the restricted stock units shall vest at a 12.5% on each of October 1, 2021, 2022, 2023 and 2024 (each, a "Service Vesting Date"), provided the Reporting Person's employment or service continues with the Issuer and its related entities through and on the applicable Service Vesting Date. Up to 50% of the restricted stock units shall vest at a rate of 12.5% on each of December 31, 2020, 2021, 2022 and 2023 (each, a "Performance Vesting Date"), provided the Reporting Person's employment or service continues with the Issuer and its related entities through and on the applicable Performance Vesting Date; and the volume weighted average price per share of the Issuer's common stock for the 20 trading days in the 30 consecutive trading day period immediately preceding December 31, 2020, 2021, 2022, 2023, as applicable, meets target prices set by the Issuer's board of directors (each a "Share Price Target"). The Share Price Target for December 31, 2020 is $3.45.

2. Each restricted stock unit represents a contingent right to receive one share of the Issuer's common stock.

Remarks:

See Exhibit 24.1 - Power of Attorney

	/s/ Jason Simon, Attorney-in-Fact	10/16/2020
	** 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 5 (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).
Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure.
Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB Number.