SEC Form SC 13D/A filed by American Virtual Cloud Technologies, Inc. (Amendment)

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

SCHEDULE 13D

Under the Securities Exchange Act of 1934

(Amendment No. 3)*

If the filing person has previously filed a statement on Schedule 13G to report the acquisition that is the subject of this Schedule 13D, and is filing this schedule because of §§ 240.13d-1(e), 240.13d-1(f) or 240.13d-1(g), check the following box. ☐

Note: Schedules filed in paper format shall include a signed original and five copies of the schedule, including all exhibits. See § 240.13d-7 for other parties to whom copies are to be sent.

* The remainder of this cover page shall be filled out for a reporting person’s initial filing on this form with respect to the subject class of securities, and for any subsequent amendment containing information which would alter disclosures provided in a prior cover page.

The information required on the remainder of this cover page shall not be deemed to be “filed” for the purpose of Section 18 of the Securities Exchange Act of 1934 (“Act”) or otherwise subject to the liabilities of that section of the Act but shall be subject to all other provisions of the Act (however, see the Notes).

SCHEDULE 13D/A

On July 1, 2021, SPAC Opportunity Partners, LLC contributed its entire ownership interest in Investment Sub (formerly known as SPAC Opportunity Partners Investment Sub, LLC) to New SPAC Opps. Investment Sub was previously wholly owned by SPAC Opportunity Partners, LLC.

On July 1, 2021, SPAC Opportunity Partners, LLC contributed its entire ownership interest in Investment Sub (formerly known as SPAC Opportunity Partners Investment Sub, LLC) to New SPAC Opps. Investment Sub was previously wholly owned by SPAC Opportunity Partners, LLC.

On July 1, 2021, SPAC Opportunity Partners, LLC contributed its entire ownership interest in Investment Sub (formerly known as SPAC Opportunity Partners Investment Sub, LLC) to New SPAC Opps. Investment Sub was previously wholly owned by SPAC Opportunity Partners, LLC.

Responses to each item of this Statement on Schedule 13D are incorporated by reference into the response to each other item, as applicable.

This statement (this “Amendment No. 3”) amends the amended and restated Schedule 13D filed with the U.S. Securities and Exchange Commission (the “SEC”) on January 26, 2021 (as amended to date, the “Schedule 13D”), and is being filed by (i) Navigation Capital Partners II, L.P., a Delaware limited partnership (“Navigation Capital”), (ii) NCP General Partner II, LLC, a Delaware limited liability company, and the general partner of Navigation Capital (“NCP GP”), (iii) Stratos Management Systems Holdings, LLC, a Delaware limited liability company (“Holdings”), (iv) Navigation Capital Partners SOF I, LLC, a Delaware limited liability company and a direct wholly-owned subsidiary of New SPAC Opps (as defined below) (“Investment Sub”), (v) SPAC Opportunity Fund I, L.P., a Delaware limited liability company (“New SPAC Opps ”), (vi) Navigation Capital Partners, Inc., a Delaware corporation which controls New SPAC Opps (“SPAC NCP”), (vii) Lawrence E. Mock, a citizen of the United States of America (“Mr. Mock”) and (x) a manager of NCP GP and (y) an officer that controls SPAC NCP, and (viii) John S. Richardson, a citizen of the United States of America (“Mr. Richardson” and collectively with Navigation Capital, NCP GP, Holdings, Investment Sub, New SPAC Opps, SPAC NCP and Mr. Mock, the “Reporting Persons”) and a manager of NCP GP, with respect to the common stock, par value $0.001 per share (the “Common Stock”), of American Virtual Cloud Technologies, Inc., a Delaware corporation (referred to herein as the “Issuer”).

On July 1, 2021, SPAC Opportunity Partners, LLC contributed its entire ownership interest in Investment Sub (formerly known as SPAC Opportunity Partners Investment Sub, LLC) to New SPAC Opps. Investment Sub was previously wholly owned by SPAC Opportunity Partners, LLC.

Except as amended and supplemented hereby, there has been no change in the information contained in the Schedule 13D.

The information regarding the securities and the Issuer contained in “Item 1. Security and Issuer” contained in the Schedule 13D is not being amended by this Amendment No. 3.

“Item 2. Identity and Background” is hereby amended and restated as follows:

The information contained in “Item 3. Source and Amount of Funds or Other Consideration” contained in the Schedule 13D is not being amended by this Amendment No. 3.

“Item 4. Purpose of Transaction” is hereby amended to add the following:

On July 1, 2021, SPAC Opportunity Partners, LLC contributed its entire ownership interest in Investment Sub (formerly known as SPAC Opportunity Partners Investment Sub, LLC) to New SPAC Opps. Investment Sub was previously wholly owned by SPAC Opportunity Partners, LLC.

On September 8, 2021, the unpaid principal amount (together with all accrued but unpaid interest thereon) of the Series A Convertible Debentures and Series A-1 Convertible Debentures (the “Debentures”) held by Holdings, Investment Sub and Nobadeer L.P. (“Nobadeer”) automatically converted into shares of Common Stock at a conversion price of $3.45 (the “Mandatory Conversions”). The Mandatory Conversions were triggered by the closing price of the Common Stock on the Nasdaq Capital Market exceeding $6.00 for 40 trading days within a consecutive 60 trading day-period. In the Mandatory Conversions, Holdings received 6,673,731 shares of Common Stock, Investment Sub received 7,616,242 shares of Common Stock and Nobadeer received 166,843 shares of Common Stock.

On September 10, 2021, Investment Sub elected to exercise each of its 24,295 warrants (each such warrant entitling the holder thereof to purchase 100 shares of the Issuer’s Common Stock at a price of $0.01 per share), and paid the exercise price on a cashless basis, resulting in the Issuer’s withholding of 6,079 of the warrant shares to pay the exercise price and issuing to Investment Sub the remaining 2,423,482 shares of Common Stock.

On September 10, 2021, Holdings elected to exercise each of its 20,000 warrants (each such warrant entitling the holder thereof to purchase 100 shares of the Common Stock at a price of $0.01 per share), and paid the exercise price on a cashless basis, resulting in the Issuer’s withholding of 5,005 of the warrant shares to pay the exercise price and issuing to Holdings the remaining 1,994,995 shares of Common Stock.

On September 16, 2021, Nobadeer elected to exercise each of its 500 warrants (each such warrant entitling the holder thereof to purchase 100 shares of Common Stock at a price of $0.01 per share), and paid the exercise price on a cashless basis, resulting in the Issuer’s withholding of 141 of the warrant shares to pay the exercise price and issuing to Nobadeer the remaining 49,859 shares of Common Stock.

“Item 5. Interest in Securities of the Issuer” of the Schedule 13D is hereby amended and restated as follows: 

The percentages set forth in Item 5(a) are based on 59,454,417 shares of Common Stock outstanding as of September 8, 2021.

Each of the Reporting Persons may be deemed to be a member of a group with respect to the Issuer or securities of the Issuer for the purposes of Section 13(d) or 13(g) of the Act. Each of the Reporting Persons disclaims beneficial ownership of all of the shares of Common Stock included in this report, except to the extent of any pecuniary interests therein, and the filing of this report shall not be construed as an admission that any such person or entity is the beneficial owner of any such securities for purposes of Section 13(d) or 13(g) of the Securities Exchange Act of 1934, as amended, or for any other purpose.

The information contained in “Item 6. Contracts, Arrangements, Understandings or Relationships with Respect to Securities of the Issuer” contained in the Schedule 13D is not being amended by this Amendment No. 3.

“Item 7. Material to Be Filed as Exhibits” is hereby amended to add the following:

Signature

After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct.

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