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