0001213900-21-030381.txt : 20210601
0001213900-21-030381.hdr.sgml : 20210601
20210601214501
ACCESSION NUMBER: 0001213900-21-030381
CONFORMED SUBMISSION TYPE: 4
PUBLIC DOCUMENT COUNT: 1
CONFORMED PERIOD OF REPORT: 20210527
FILED AS OF DATE: 20210601
DATE AS OF CHANGE: 20210601
REPORTING-OWNER:
OWNER DATA:
COMPANY CONFORMED NAME: NAVIGATION CAPITAL PARTNERS, INC.
CENTRAL INDEX KEY: 0001809677
STATE OF INCORPORATION: DE
FISCAL YEAR END: 1231
FILING VALUES:
FORM TYPE: 4
SEC ACT: 1934 Act
SEC FILE NUMBER: 001-38167
FILM NUMBER: 21987541
BUSINESS ADDRESS:
STREET 1: 2870 PEACHTREE RD. NW, UNIT 509
CITY: ATLANTA
STATE: GA
ZIP: 30305
BUSINESS PHONE: 404.264.9180
MAIL ADDRESS:
STREET 1: 2870 PEACHTREE RD. NW, UNIT 509
CITY: ATLANTA
STATE: GA
ZIP: 30305
REPORTING-OWNER:
OWNER DATA:
COMPANY CONFORMED NAME: SPAC Opportunity Partners, LLC
CENTRAL INDEX KEY: 0001822942
STATE OF INCORPORATION: DE
FISCAL YEAR END: 1231
FILING VALUES:
FORM TYPE: 4
SEC ACT: 1934 Act
SEC FILE NUMBER: 001-38167
FILM NUMBER: 21987540
BUSINESS ADDRESS:
STREET 1: 2870 PEACHTREE ROAD NW, SUITE 509
CITY: ATLANTA
STATE: GA
ZIP: 30305
BUSINESS PHONE: (412) 327-9294
MAIL ADDRESS:
STREET 1: 2870 PEACHTREE ROAD NW, SUITE 509
CITY: ATLANTA
STATE: GA
ZIP: 30305
ISSUER:
COMPANY DATA:
COMPANY CONFORMED NAME: American Virtual Cloud Technologies, Inc.
CENTRAL INDEX KEY: 0001704760
STANDARD INDUSTRIAL CLASSIFICATION: SERVICES-COMPUTER INTEGRATED SYSTEMS DESIGN [7373]
IRS NUMBER: 000000000
STATE OF INCORPORATION: DE
FISCAL YEAR END: 1231
BUSINESS ADDRESS:
STREET 1: 1720 PEACHTREE STREET
STREET 2: SUITE 629
CITY: ATLANTA
STATE: GA
ZIP: 30309
BUSINESS PHONE: 404-234-3098
MAIL ADDRESS:
STREET 1: 1720 PEACHTREE STREET
STREET 2: SUITE 629
CITY: ATLANTA
STATE: GA
ZIP: 30309
FORMER COMPANY:
FORMER CONFORMED NAME: PENSARE ACQUISITION Corp
DATE OF NAME CHANGE: 20170425
4
1
ownership.xml
X0306
4
2021-05-27
0
0001704760
American Virtual Cloud Technologies, Inc.
AVCT
0001809677
NAVIGATION CAPITAL PARTNERS, INC.
2870 PEACHTREE RD. NW, UNIT 509
ATLANTA
GA
30305
0
0
1
0
0001822942
SPAC Opportunity Partners, LLC
2870 PEACHTREE ROAD NW, SUITE 509
ATLANTA
GA
30305
0
0
1
0
Series A-1 Convertible Debentures
3.45
2021-05-27
4
J
0
7990000
A
2021-05-27
Common Stock
2315942
17990000
I
Please see footnotes
Warrants
0.01
2021-05-27
4
J
0
799000
A
2021-05-27
2025-12-01
Common Stock
799000
1799000
I
Please see footnotes
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.
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.
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).
Navigation Capital Partners, Inc. By: /s/ Lawrence E. Mock, Managing Partner
2021-06-01
SPAC Opportunity Partners, LLC By: /s/ Lawrence E. Mock, Manager
2021-06-01