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. 2)*

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

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. 2”) amends the amended and restated Schedule 13D filed with the U.S. Securities and Exchange Commission (the “SEC”) on January 26, 2021 (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) SPAC Opportunity Partners Investment Sub, LLC, a Delaware limited liability company and a direct wholly-owned subsidiary of SPAC Opps (as defined below) (“Investment Sub”), (v) SPAC Opportunity Partners, LLC, a Delaware limited liability company (“SPAC Opps”), (vi) Navigation Capital Partners, Inc., a Delaware corporation which controls 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) the sole shareholder of 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, 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”).

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. 2.

The information regarding the securities and the Issuer contained in “Item 2. Identity and Background” contained in the Schedule 13D is not being amended by this Amendment No. 2. 

“Item 3. Source and Amount of Funds or Other Consideration” of this Schedule 13D is hereby amended to add the following:

At the special meeting of stockholders of the Issuer held on April 5, 2021, the Issuer’s stockholders approved, for purposes of complying with the Nasdaq Listing Rules, the issuance of shares of the Issuer’s common stock underlying securities issued or issuable by the Issuer pursuant to the December SPA, in an amount equal to 20% or more of the Issuer’s common stock outstanding.

Acquisition of Securities by Investment Sub in May 2021

On May 27, 2021, in accordance with the December SPA, Investment Sub purchased an additional 7,990 Units for an aggregate purchase price of $7,990,000, with each Unit consisting of (i) $1,000 in principal amount of the Issuer’s Series A-1 convertible debentures (the “May Debentures”) and (ii) a warrant to purchase 100 shares of Common Stock, at an exercise price of $0.01 per whole share  (the “May Warrants”).

The information regarding the securities and the Issuer contained in “Item 4. Purpose of Transaction” contained in the Schedule 13D is not being amended by this Amendment No. 2. 

“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 20,080,021 shares of Common Stock issued and outstanding as of May 14, 2021, as set forth in the Issuer’s Form 10-Q that was filed on May 18, 2021 with the SEC.

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 provided or incorporated by reference in Item 3 above is hereby incorporated by reference herein.

The information regarding the Reporting Persons contained in “Item 7. Material to Be Filed as Exhibits” contained in the Schedule 13D is not being amended by this Amendment No. 2. 

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.

13