Amended Current Report Filing (8-k/a)
21 Abril 2020 - 4:20PM
Edgar (US Regulatory)
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 8-K/A
(Amendment No. 2)
CURRENT
REPORT
Pursuant to Section 13 or 15(d)
of the
Securities Exchange Act of 1934
Date of report (Date of earliest
event reported): April 7, 2020
American Virtual Cloud Technologies,
Inc.
(Exact Name of registrant as Specified in Charter)
Delaware
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001-38167
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81-2402421
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(State
or other jurisdiction
of incorporation)
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(Commission
File Number)
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(I.R.S.
Employer
Identification Number)
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1720
Peachtree Street, Suite 629
Atlanta, GA
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30309
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(Address
of principal executive offices)
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(Zip
code)
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(404)
234-3098
(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))
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. ☐
Title of each class
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Trading Symbol(s)
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Name of each exchange on which registered
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Common Stock, par value $0.0001 per share
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AVCT
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The Nasdaq Stock Market LLC
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Warrants, each whole warrant exercisable for one share of Common Stock at an exercise price of $11.50
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AVCTW
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The Nasdaq Stock Market LLC
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Introductory Note
On April 13, 2020,
American Virtual Cloud Technologies, Inc. (f/k/a Pensare Acquisition Corp.), a Delaware corporation (the “Company”),
filed a Current Report on Form 8-K (the “Original Report”) to report the closing of the Merger and related matters
under Items 1.01, 2.01, 2.03, 3.02, 3.03, 5.01, 5.02 and 9.01 of Form 8-K. Due to the large number of events to be reported under
the specified items of Form 8-K, a Form 8-K/A was filed to amend the Original Report to include additional matters related to the
closing of Merger under Items 3.01 and 5.06 of Form 8-K. This Form 8-K/A is being filed to disclose the resignation of Dr. Robert
Willis from his position as President of the Company in connection with the closing of the Merger.
Capitalized terms
used herein by not defined herein have the meanings given to such terms in the Original Report.
Item 5.02. Departure
of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain
Officers.
Effective
April 7, 2020, Dr. Robert Willis resigned from his position as President of the Company. Following his resignation, Dr. Willis
will continue to provide consulting services to the Company.
SIGNATURE
Pursuant to the
requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the
undersigned hereunto duly authorized.
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AMERICAN
VIRTUAL CLOUD TECHNOLOGIES, INC.
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By:
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/s/ Darrell
J. Mays
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Name:
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Darrell J.
Mays
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Title:
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Chief Executive
Officer
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Date: April 21, 2020
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