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Form 4 American Virtual Cloud For: Dec 01 Filed by: NAVIGATION CAPITAL PARTNERS, INC.

January 26, 2021 4:13 PM EST
FORM 4 UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP

Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934
or Section 30(h) of the Investment Company Act of 1940
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 Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).
1. Name and Address of Reporting Person *
NAVIGATION CAPITAL PARTNERS, INC.
(Last) (First) (Middle)
2870 PEACHTREE ROAD NW, UNIT 509
(Street)
ATLANTA GA 30305
(City) (State) (Zip)
2. Issuer Name and Ticker or Trading Symbol
American Virtual Cloud Technologies, Inc. [ AVCT ] 		5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
Director X 10% Owner
Officer (give title below) Other (specify below)
3. Date of Earliest Transaction (Month/Day/Year)
12/01/2020
4. If Amendment, Date of Original Filed (Month/Day/Year)
 6. Individual or Joint/Group Filing (Check Applicable Line)
Form filed by One Reporting Person
X Form filed by More than One Reporting Person
Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
1. Title of Security (Instr. 3) 2. Transaction Date (Month/Day/Year) 2A. Deemed Execution Date, if any (Month/Day/Year) 3. Transaction Code (Instr. 8) 4. Securities Acquired (A) or Disposed Of (D) (Instr. 3, 4 and 5) 5. Amount of Securities Beneficially Owned Following Reported Transaction(s) (Instr. 3 and 4) 6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4) 7. Nature of Indirect Beneficial Ownership (Instr. 4)
Code V Amount (A) or (D) Price
Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned
(e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security (Instr. 3) 2. Conversion or Exercise Price of Derivative Security 3. Transaction Date (Month/Day/Year) 3A. Deemed Execution Date, if any (Month/Day/Year) 4. Transaction Code (Instr. 8) 5. Number of Derivative Securities Acquired (A) or Disposed of (D) (Instr. 3, 4 and 5) 6. Date Exercisable and Expiration Date (Month/Day/Year) 7. Title and Amount of Securities Underlying Derivative Security (Instr. 3 and 4) 8. Price of Derivative Security (Instr. 5) 9. Number of derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr. 4) 10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4) 11. Nature of Indirect Beneficial Ownership (Instr. 4)
Code V (A) (D) Date Exercisable Expiration Date Title Amount or Number of Shares
Series A-1 Convertible Debentures $ 3.45 12/01/2020   J (1) (2)   $ 10,000,000   12/01/2020   (3) Common Stock 2,898,550 (1) $ 10,000,000 I (1) (2) Please see footnotes (1) (2)
Warrants $ 0.01 12/01/2020   J (1) (2)   1,000,000   12/01/2020 12/01/2025 Common Stock 1,000,000 (1) 1,000,000 I (1) (2) Please see footnotes (1) (2)
Explanation of Responses:
1. On December 1, 2020, SPAC Opportunity Partners Investment Sub, LLC ("Investment Sub") purchased 10,000 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 will have the right to the full underlying share amount when the Issuer obtains the requisite stockholder approval to issue the full amount of underlying shares.
2. 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.
3. 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 01/26/2021
** Signature of Reporting Person Date
SPAC Opportunity Partners, LLC By: /s/ Lawrence E. Mock, Manager 01/26/2021
** Signature of Reporting Person Date
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
* If the form is filed by more than one reporting person, see Instruction 4 (b)(v).
** Intentional misstatements or omissions of facts constitute Federal Criminal Violations See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a).
Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure.
Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB Number.

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