Form 8-K American Virtual Cloud For: Jan 21

 

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

 

FORM 8-K

 

CURRENT REPORT

 

Pursuant to Section 13 or 15(d) of the
Securities Exchange Act of 1934

 

Date of report (Date of earliest event reported): January 21, 2021

 

American Virtual Cloud Technologies, Inc.
(Exact Name of registrant as Specified in Charter)

 

Delaware		001-38167		81-2402421
(State or other jurisdiction		(Commission File Number)		(IRS Employer
of incorporation)				Identification No.)

 

1720 Peachtree Street, Suite 629
Atlanta, GA		30309
(Address of principal executive offices)		(Zip code)

 

(404) 239-2863
(Registrant’s telephone number, including area code)

 

Not Applicable
(Former name or former address, if changed since last report)

 

Check the appropriate box below if the Form 8-K is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

 

☐

Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

 

☐

Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

 

☐

Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

 

☐

Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

 

Title of each class		Trading Symbol(s)		Name of each exchange on which registered
Common Stock, par value $0.0001 per share		AVCT		The Nasdaq Stock Market LLC
Warrants, each whole warrant exercisable for one share of Common Stock at an exercise price of $11.50		AVCTW		The Nasdaq Stock Market LLC

 

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§ 230.405) or Rule 12b-2 of the Securities Exchange Act of 1934 (§ 240.12b-2).

 

Emerging growth company  ☒

 

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act.  ☐

 

 

 

Item 7.01. Regulation FD Disclosure.

 

Attached as Exhibit 99.1 to this Current Report on Form 8-K and incorporated herein by reference is a form of presentation to be used by American Virtual Cloud Technologies, Inc. (the “Company”), including in meetings with certain of the Company’s investors and other persons. Such exhibit and the information set forth therein shall not be deemed to be filed for purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), or otherwise be subject to the liabilities of that section, nor shall it be deemed to be incorporated by reference in any filing under the Securities Act of 1933, as amended, or the Exchange Act.

 

Forward-Looking Statements

 

The attached exhibit includes certain statements that are not historical facts but are forward-looking statements for purposes of the safe harbor provisions under the United States Private Securities Litigation Reform Act of 1995. Forward-looking statements generally are accompanied by words such as “believe,” “may,” “will,” “estimate,” “continue,” “anticipate,” “intend,” “expect,” “should,” “would,” “plan,” “predict,” “potential,” “seem,” “seek,” “future,” “outlook,” and similar expressions that predict or indicate future events or trends or that are not statements of historical matters. These forward-looking statements include, but are not limited to, statements regarding projections, estimates and forecasts of revenue and other financial and performance metrics and projections of market size and opportunity. These statements are based on various assumptions and on the current expectations of the Company’s management and are not predictions of actual performance. These forward-looking statements are provided for illustrative purposes only and are not intended to serve as, and must not be relied on by any investor as, a guarantee, an assurance, a prediction or a definitive statement of fact or probability. Actual events and circumstances are difficult or impossible to predict and will differ from assumptions. Many actual events and circumstances are beyond the control of AVCT. These forward-looking statements are subject to a number of risks and uncertainties, including changes in AVCT’s clients’ preferences, prospects and the competitive conditions prevailing in the industries in which AVCT operates; AVCT’s substantial indebtedness; risks associated with the potential effects of COVID-19 on AVCT’s business; risks that the Kandy Communications business will not be integrated successfully; failure to realize anticipated benefits of the combined operations; ability to retain key personnel; the potential impact of consummation of the Kandy Communications acquisition on relationships with third parties, including customers, employees and competitors; conditions in the capital markets; and those factors discussed in AVCT’s annual report on Form 10-K filed with the SEC on June 29, 2020 under the heading “Risk Factors,” and other documents of AVCT filed, or to be filed, with the SEC. If the risks materialize or assumptions prove incorrect, actual results could differ materially from the results implied by these forward-looking statements. There may be additional risks that the Company presently does not know or that the Company currently believes are immaterial that could also cause actual results to differ from those contained in the forward-looking statements. In addition, forward-looking statements reflect the Company’s expectations, plans or forecasts of future events and views as of the date of this report. The Company anticipates that subsequent events and developments will cause its assessments to change. However, while the Company may elect to update these forward-looking statements at some point in the future, the Company specifically disclaims any obligation to do so. These forward-looking statements should not be relied upon as representing the Company’s assessments as of any date subsequent to the date of this document. Accordingly, undue reliance should not be placed upon the forward-looking statements.

 

Disclosure Channels to Disseminate Information 

 

Investors of the Company and other interested persons should note that the Company intends to announce information to the public about the Company and its services through a variety of means, including the Company’s website (http://avctechnologies.com), press releases and SEC filings, in order to achieve broad, non-exclusionary distribution of information to the public. The Company encourages investors and others to review the information it makes public in such locations as such information could be deemed to be material information.

 

Item 9.01. Financial Statements and Exhibits.

 

(d) Exhibits.

 

Exhibit No.		Exhibit
99.1		Investor Presentation dated January 2021

 

 

SIGNATURE

 

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this Current Report on Form 8-K to be signed on its behalf by the undersigned hereunto duly authorized.

 

	AMERICAN VIRTUAL CLOUD TECHNOLOGIES, INC.
	By:	/s/ Thomas H. King
		Name:	Thomas H. King
		Title:	Chief Financial Officer

 

Date: January 21, 2021

 

2

Exhibit 99.1

 

American Virtual Cloud Technologies, Inc. (NASDAQ: AVCT) January 2021 Update

D ISCLAIMER This presentation (this “Presentation”) and any oral statements made in connection with this Presentation do not constitute a n o ffer to sell, or a solicitation of an offer to buy, or a recommendation to purchase, any securities in any jurisdiction. This Presentation does not constitute either advice or a reco mme ndation regarding any securities. No representations or warranties, express or implied are given in, or in respect of, this Presentation. To the fullest extent pe rmitted by law in no circumstances will American Virtual Cloud Technologies, Inc. (“AVCT”) or any of its subsidiaries, stockholders, affiliates, representatives, partners, directors, offic ers , employees, advisers or agents be responsible or liable for any direct, indirect or consequential loss or loss of profit arising from the use of this Presentation, its contents, its omissions, reli anc e on the information contained within it, or on opinions communicated in relation thereto or otherwise arising in connection therewith. Industry and market data used in this Presentation have bee n o btained from third - party industry publications and sources as well as from research reports prepared for other purposes. AVCT has not independently verified the data obtained from these s our ces and cannot assure you of the data’s accuracy or completeness. This data is subject to change. Recipients of this Presentation are not to construe its contents, or any prior or subsequent communications from or with AVCT or its representatives as investment, legal or tax advice. In addition, this Presentation does not purport to be all - inclusive or to co ntain all of the information that may be required to make a full analysis of AVCT or an investment in AVCT. Recipients of this Presentation should each make their own evaluation of AVCT and of the relevance and adequacy of the information and should make such other investigations as they deem necessary. Forward - Looking Statements This Presentation includes certain statements that are not historical facts but are forward - looking statements for purposes of t he safe harbor provisions under the United States Private Securities Litigation Reform Act of 1995. Forward - looking statements generally are accompanied by words such as “believe,” “may, ” “will,” “estimate,” “continue,” “anticipate,” “intend,” “expect,” “should,” “would,” “plan,” “predict,” “potential,” “seem,” “seek,” “future,” “outlook,” and similar expressions that predict or indicate future events or trends or that are not statements of historical matters. These forward - looking statements include, but are not limited to, statements regarding projections, estimates and forec asts of revenue and other financial and performance metrics and projections of market size and opportunity. These statements are based on various assumptions and on the current expectat ion s of AVCT’s management and are not predictions of actual performance. These forward - looking statements are provided for illustrative purposes only and are not intended to serve as, and must not be relied on by any investor as, a guarantee, an assurance, a prediction or a definitive statement of fact or probability. Actual events and circumstances are difficult or im pos sible to predict and will differ from assumptions. Many actual events and circumstances are beyond the control of AVCT. These forward - looking statements are subject to a number of risks and u ncertainties, including changes in AVCT’s clients’ preferences, prospects and the competitive conditions prevailing in the industries in which AVCT operates; AVCT’s substantial in debtedness; risks associated with the potential effects of COVID - 19 on AVCT’s business; risks that the Kandy Communications business will not be integrated successfully; failure to realiz e anticipated benefits of the combined operations; ability to retain key personnel; the potential impact of consummation of the Kandy Communications acquisition on relationships with thir d p arties, including customers, employees and competitors; conditions in the capital markets; and those factors discussed in AVCT’s annual report on Form 10 - K filed with the SEC on June 2 9, 2020 under the heading “Risk Factors,” and other documents of AVCT filed, or to be filed, with the SEC. If the risks materialize or assumptions prove incorrect, actual results could di ffe r materially from the results implied by these forward - looking statements. There may be additional risks that AVCT presently does not know or that AVCT currently believes are immaterial th at could also cause actual results to differ from those contained in the forward - looking statements. In addition, forward - looking statements reflect AVCT’s expectations, plans or forecasts of fu ture events and views as of the date of this document. AVCT anticipates that subsequent events and developments will cause its assessments to change. However, while AVCT may elect to up dat e these forward - looking statements at some point in the future, AVCT specifically disclaims any obligation to do so. These forward - looking statements should not be relied upon as repre senting AVCT’s assessments as of any date subsequent to the date of this document. Accordingly, undue reliance should not be placed upon the forward - looking statements Trademarks This Presentation contains trademarks, service marks, trade names and copyrights of AVCT and other companies, which are the p rop erty of their respective owners.

Global Mobile Virtual While globalization & mobilization have been easy to recognize, the COVID - 19 pandemic has made the concept of virtualization (the ‘cloud’), especially cloud communications, a real element to the masses. Cloud Communications Market Opportunity $36 $47 $4 $8 $6 $23 2020 2025 Total Addressable Market (TAM) 1 UCaaS CCaaS CPaaS ’20 - ’25 CAG R 12% 33% 17% 6% ($ in billions) 65% 7% 6% 5% 4% 4% 3% 3% 3% No Clear Established Leader 2 Others RingCentral Vonage Mitel 8x8 Verizon Nextiva Comcast Windstream $45 $78 (1) IDC - Worldwide Unified Communications and Collaboration Forecast (2) Frost & Sullivan – North American IP Telephony and UCaaS market

Corporate Officers Xavier Williams | President & CEO • Former President - Public Sector & FirstNet Solutions, Former President – National Business, Former President - Wholesale Markets, Former President – Business Operations, Former EVP – Global Customer Services at AT&T Michael Dennis | Chief Operating Officer • Former President & CEO of Big Green Group • Former Group Vice President, Services at Avaya Thomas King | Chief Financial Officer • Former Chief Financial Officer at Tier One Holding Corp & Allied Systems Holdings, Inc. • Former Engagement Partner at Tatum (a Randstad Company) Acquired December 2020 Globally deployed, carrier grade proprietary Cloud Communication platform supporting UCaaS, CCaaS and CPaaS. Acquired April 2020 Capabilities as a Managed Services Provider & Cybersecurity space with superior customer experience. Key Partnerships Strategic partnerships enable access to marquee customer base, ability to sell end to end solutions and provide white label capabilities Operations American Virtual Cloud Technologies

What are we solving for? Vendor Or Internal Cost Service Unknown Unpredictable Variable Carrier Connectivity (Internet Access/Transport) Network IT Support Security Cloud Communications (UCaaS, CPaaS, CCaaS) The lack of accountability & confusion in the marketplace damages customer experience

‘Purpose - Built Upstart’ UCaaS Str a t e gic Allia n c e s CCaaS CPaaS I n t e r n e t Access Cloud C o n n e c t SD - WAN Managed Cybersecurity Managed Infrastructure Cloud Services Digital Workplace Acquired April 2020 Acquired December 2020 Tier 1 Carrier Agreement(s) AVCT will provide a globally deployed, carrier grade Cloud Communication platform that addresses the needs of medium & large enterprises as they move from legacy services to web - based solutions. With a white glove experience enabled through its managed services & cybersecurity wrapper, AVCT is positioned as an effective white label vendor of choice for UCaaS, CCaaS & CPaaS.

How is AVCT Differentiated? Connectivity Network Managed IT & Security Cloud Communications (UCaaS, CPaaS, CCaaS) Medium & Large Enterprise AVCT Differentiators x Scaled platform supporting entire cloud comm stack x Advanced support (NOC & SOC) x Broad suite of services x Channel enablement tools x Secure service delivery x Expandable global presence Customer Benefits x Single point of contact x Faster resolution x Improved total cost of ownership x Predictable cost model x Less distractions: ability to focus on core business x Easy access to competitive technology solutions

Well Positioned in the Marketplace Kandy is focused on highly complex, medium and large Enterprise deployments. Augmented with Computex’s managed services capabilities further enhances the customer experience UCaaS (Telephony) CCaaS (Contact Center) CPaaS (Programmable APIs) # of Seats 1,000+ Large Enterprise 100 – 1,000 Medium Enterprise 10 – 99 Small Business 1 - 9 SoHo 1,000+ Large Enterprise 500 – 1,000 Medium Enterprise 100 – 499 Small Business 1 - 9 Micro Carrier - Grade Enterprise - Centric Transactional

Well Positioned in the Marketplace UCaaS CPaaS CCaaS Organically Developed, Cohesive Platform Connectivity / SD - WAN Global Presence White Label & Partner Portals White Glove Service Security Offering Network Management Advanced NOC & SOC UCaaS Target Customers (seats) Small Business (10 - 99) Medium Enterprise (100 - 1,000) Large Enterprise (1,000+) Capabilities CCaaS CPaaS Carriers / Managed Network / Cable Legacy / On - Prem White Label

Global Cloud PaaS Footprint Montreal Virginia Toronto Dallas London Amsterdam Sydney Melbourne Dubai Abu Dhabi • Carrier - grade elements are deployed in geo - redundant configurations • Deployed in world - class datacenters assures multiple layers of fault tolerance • 24/7 Support NOC, eyes on glass • ISO 27001 certified • HIPPA planned in - year

Global Cloud Product Offerings Kandy is a scaled, proprietary multi - tenant cloud platform to deliver UCaaS, CCaaS and CPaaS UCaaS White Label UCaaS on a Global Scale • Customizable Packages: From the basics to soft clients and collaboration • Reseller Ready Portal: White label multi - tier portal • WebRTC Differentiation: Wrappers, soft clients, WebRTC API • Per user/seat • Near term driver of growth Marketplace Consumption Packaged or a la Carte CCaaS White Label Contact Center • Better Customer Engagement • Omni Channel Communications • Powerful AI integration Three Options: A. Live Support Wrapper B. Kandy Call Center C. Kandy Contact Center • Per user/seat • Mid term driver of Growth CPaaS White Label CPaaS & RTC Marketplace • API - Enable Your Existing Network, Drive Consumption • Create Your Own Twilio • Digital Partner RTC Marketplace • Easy Button For Consumption • Integrated CSP Billing • Per transaction • Long term driver of growth

Marquee and Referenceable Enterprise Customers Other Select Customers Kandy expects to achieve more than 1.4MM seats just with its existing customer base One the largest known enterprise migrations to date UCaaS integrated with 3rd party SD - WAN Realizing savings in dial tone & datacom costs Created zero touch provisioning tools to migrate all the store assets Created a mediation layer across existing legacy vendors Saving $25MM annually in maintenance costs Leverages existing IT assets (Cisco, Acano, Digital Assistant, Zoom, Jabra headsets) Largest telecom operator in the Middle - East, 140MM total subs in 16 countries Etisalat Found success with Kandy after failed attempts with other reputable vendors Private cloud UCaaS solution, CCaaS/CPaaS expected next Creating a common, city - wide, collaboration environment for City of Los Angeles staff Migrate seats from 45 legacy on - premise PBXs LAPD, library, sanitation, building department already migrated Canadian public cloud instance to support the Province of Quebec Kandy was the only vendor that met requirements All of the Province’s telecom services will migrate over a number of years Launched AT&T API marketplace in early 2020 Won click - to - connect IP Toll - Free enhancement with CCaaS wrappers Won DRaaS supporting Microsoft Teams offerings Global Financial Institution Leading Auto Parts Retailer

Go To Market Approach AVCT has developed a clear go - to - market strategy that leverages the team’s prior experiences and utilizes multiple avenues to attack the TAM Multiple Ways to Win 1 Accelerate current Enterprise momentum Existing Kandy Direct Sales Channel White Label Additional Routes to Market Cross - sell into Computex enterprise customer base Ramp channel partner sales with additional headcount Ramp white label partner sales with additional headcount 2 Cloud Services Continued growth in IT managed services 4 3 Access to warm Enterprise customer leads Strategic Alliances

Investment Opportunity Summary Access to Marquee Enterprise Customer Base Attractive Financial Profile to Drive Significant Equity Upside Compelling Go - to - Market Strategies Comprehensive Proprietary Platform: UCaaS, CCaaS, CPaaS and Managed Services Seasoned Leadership Team with Proven Track Record $45BN TAM in Cloud Communication s growing to $78BN

Appendix

• A full - service, white label communications solution provider • Recently acquired by AVCtechnologies (Dec 2020) • Previously part of Ribbon Communications, now a shareholder • 400+ employees • 3 Kandy Cloud Services on 1 Ubiquitous Platform: • Unified Communications as a Service (UCaaS) • Contact Center as a Service (CCaaS) • Communications Platform as a Service (CPaaS) Large Enterprise Focus We achieve platform stickiness by focusing on solving complex real - time communications environments. Global Footprint Leverage global cloud footprint to onboard multi - national enterprises with the same experience globally White Label PaaS Leverage channel partners; use high touch sales to engage with large enterprises, provide flexible deployment models Commercial Model Focus Focus on value - based pricing for pre - packaged, turnkey solutions vs transactional API consumption Bridge CPaaS & Existing UCaaS Protect existing investments, preserve quality of service, enable enterprise - grade SLAs. We provide a globally deployed, carrier grade Cloud Communication platform that addresses the needs of enterprises as they move from legacy services to web - based solutions. www.kandy.io

CLOUD COMMUNICATIONS CPaaS & EMBEDDED COMMUNICATIONS Communications Platform as a Service Enables Digital Service Creation and Revenue Generation with APIs , Pre - Packaged “Wrapper” Apps and Ecosystem. O verlay UCaaS and offer your own CPaaS. • New revenue offers • Compete with other CPaaS offers • API - enable your UCaaS with CPaaS & WebRTC • Your Cloud, Our Cloud or Hybrid Enabling Service Providers & ISVs to offer their own innovative CPaaS , UCaaS and CCaaS offers to businesses Unified Communications as a Service Kandy delivers a suite of turn - key cloud UC services such as Cloud PBX, Contact Center, PSTN, Collaboration clients and pre - packaged applications. SIP Trunking as a Service Helps Service Providers turn on Business Services quickly while extending reach and increasing revenue via Overlay Services including Microsoft Teams. Embedded Communications as a Service Enables communications to be integrated into Business Applications and Processes with turnkey and easy to deploy “Wrapper” applications and single pane of glass clients. COMMUNICATIONS APIs 15 years of real time communications software R&D and IPR Voice IP - to - IP voice calls, SIP Trunking and full WebRTC functionality. Also, make and receive calls to and from PSTN numbers Video High quality, low - latency video with scalable resolution. With full WebRTC functionality on web & mobile Messaging Full international SMS functionality, rich messages with pictures, video, group messaging, location and contact sharing Collaboration Presence, co - browsing, screen sharing and P2P data channel KANDY WRAPPERS Quick deployment pre - packaged applications Live Support Suite Let your customers chat and collaborate with your agent easily Visual Attendant Let your customers call your teams easily from your web page via a selectable menu A White Label and Carrier - Grade SaaS Platform for Service Creation, Delivery and Revenue Generation UCaaS, CCaaS AND SIP TRUNKING ENTERPRISE EXAMPLES Provide white - glove online customer experiences • Improve your field service outcomes by embedding real time communications in your app • Reduce staffing costs and provide 24/7 support with AI & Bots • Simplify deployments with WebRTC - based agents • www.kandy.io

 

 

 

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