Sec Form 3 Filing - SPAC Opportunity Partners, LLC @ American Virtual Cloud Technologies, Inc. - 2021-07-01

FORM 3 Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).

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, Section 17(a) of the Public Utility Holding Company Act of 1935 or Section 30(h) of the Investment Company Act of 1940

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1. Name and Address of Reporting Person SPAC Opportunity Partners, LLC 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) (Last) (First) (Middle) 2870 PEACHTREE RD. NW, UNIT 509 3. Date of Earliest Transaction (MM/DD/YY) 07/01/2021 (Street) ATLANTA, GA30305 4. If Amendment, Date Original Filed (MM/DD/YY) 6. Individual or Joint/Group Filing (Check Applicable Line) __ X __ Form filed by One Reporting Person _____ Form filed by More than One Reporting Person (City) (State) (Zip)

Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned 1.Title of Security (Instr. 3) 2. Transaction Date (MM/DD/YY) 2A. Deemed Execution Date, if any (MM/DD/YY) 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 (MM/DD/YY) 3A. Deemed Execution Date, if any (MM/DD/YY) 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 (MM/DD/YY) 7. Title and Amount of Underlying Securities (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 of Derivative Security: 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 Convertible Debentures ( 1 ) ( 2 ) ( 3 ) 12/01/2020 ( 1 )( 2 )( 3 ) Common Stock 1,827,712 I Please see footnotes ( 4 ) ( 5 ) Warrants ( 6 ) 12/01/2020 ( 6 ) Common Stock 630,561 I Please see footnotes ( 4 ) ( 5 ) Series A-1 Convertible Debentures ( 1 ) ( 2 ) ( 3 ) 12/01/2020 ( 1 )( 2 )( 3 ) Common Stock 2,898,550 I Please see footnotes ( 7 ) ( 8 ) Warrants ( 6 ) 12/01/2020 ( 6 ) Common Stock 1,000,000 I Please see footnotes ( 7 ) ( 8 ) Series A-1 Convertible Debentures ( 1 ) ( 2 ) ( 3 ) 05/27/2021 ( 1 )( 2 )( 3 ) Common Stock 2,315,942 I Please see footnotes ( 9 ) Warrants ( 6 ) 05/27/2021 ( 6 ) Common Stock 799,000 I Please see footnotes ( 9 )

Reporting Owners Reporting Owner Name / Address Relationships Director 10% Owner Officer Other SPAC Opportunity Partners, LLC 2870 PEACHTREE RD. NW, UNIT 509 ATLANTA, GA30305 X Signatures SPAC Opportunity Fund I, L.P. By: /s/ Lawrence E. Mock, Manager 10/04/2021 Signature of Reporting Person Date

Explanation of Responses:

( 1 )The April 2020 Debentures, December 2020 Debentures and May 2021 Debentures (as defined below, and collectively, the "Debentures") are immediately convertible at the option of the holder into shares of the Issuer's common stock, par value $0.001 per share ("Common Stock") at an initial conversion price of $3.45 per share. The April 2020 Debentures are initially convertible into 1,827,712 shares of Common Stock; the December 2020 Debentures are initially convertible into 2,898,550 shares of Common Stock; and the May 2021 Debentures are initially convertible into 2,315,942 shares of Common Stock, in each case subject to adjustment. The Debentures bear interest at a rate of 10% per annum, (i) payable quarterly on the last day of each calendar quarter in the form of additional Debentures (in the case of the April 2020 Debentures) and ( 2 )(continued from footnote (1)) (ii) accruing quarterly on the last day of each calendar quarter and added to the principal amount of the December 2020 Debentures or May 2021 Debentures, as applicable, in each case except upon maturity in which case accrued and unpaid interest is payable in cash. The entire principal amount of the Debentures, together with accrued and unpaid interest thereon, is due and payable on the earlier of (i) such date, commencing on or after October 7, 2022 (in the case of the April 2020 Debentures) and June 1, 2023 (in the case of the December 2020 Debentures and May 2021 Debentures), as the holder thereof, 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 in the Debentures). The Debentures are convertible, ( 3 )(continued from footnote (2)) in whole or in part, at any time at the option of the holder thereof into that number of shares of Common Stock calculated by dividing the principal amount being converted, together with all accrued but unpaid interest thereon, by the applicable conversion price, initially $3.45. The conversion price is subject to customary adjustments for stock dividends, stock splits, reclassifications and the like, and is also subject to price-based adjustment, on a "full ratchet" basis, in the event of any issuances of Common Stock, or securities convertible, exercisable or exchangeable for, Common Stock at a price below the then-applicable conversion price (subject to certain exceptions). The Debentures are subject to mandatory conversion if the closing price of the Common Stock exceeds $6.00 for any 40 trading days within a consecutive 60 trading day-period, subject to the satisfaction of certain other conditions. This Form 4 is being filed late due to administrative error. ( 4 )The following securities were transferred to Navigation Capital Partners SOF I, LLC (formerly known as SPAC Opportunity Partners Investment Sub, LLC) ("Investment Sub") by Pensare Sponsor Group, LLC ("Sponsor") on June 29, 2020 as repayment in full of an inter-company loan made to Sponsor by SPAC Opportunity Partners ("SPAC Opportunity Partners"): (i) $6,305,608.88 aggregate principal amount of Series A Convertible Debentures (the "April 2020 Debentures"), initially convertible into 1,827,712 shares of Common Stock; and (ii) warrants to purchase 630,561 shares of Common Stock (the "April 2020 Warrants"). The April 2020 Debentures and the April 2020 Warrants were initially acquired by Sponsor on April 7, 2020. Prior to July 1, 2021, Investment Sub was wholly owned by SPAC Opportunity Partners. ( 5 )(continued from footnote (4)) On July 1, 2021 SPAC Opportunity Partners contributed its entire ownership interest in Investment Sub to the Reporting Person (the "July 2021 Transfer"), and as a result, the Reporting Person may be deemed to indirectly beneficially own the April 2020 Debentures and the April 2020 Warrants. The Reporting Person disclaims beneficial ownership of such securities except to the extent of its pecuniary interest therein. ( 6 )The April 2020 Warrants, December 2020 Warrants and May 2021 Warrants (collectively, the "Warrants") are immediately exercisable, have an exercise price of $0.01 per whole share and have expiration dates five years from the date of issuance (April 7, 2025, for the April 2020 Warrants, and December 1, 2025, for the December 2020 Warrants and May 2021 Warrants). The number of shares issuable upon exercise of the Warrants is subject to customary adjustments for stock dividends, stock splits, reclassifications and the like. ( 7 )On December 1, 2020, 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 (the "December 2020 Purchase Agreement"), with each unit consisting of (i) $1,000 in principal amount of the Issuer's Series A-1 Convertible Debentures (the "December 2020 Debentures") and (ii) one warrant to purchase 100 shares of Common Stock (the "December 2020 Warrants"). 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. ( 8 )(continued from footnote (7)) As a result of the July 2021 Transfer, the Reporting Person may be deemed to indirectly beneficially own the December 2020 Debentures and December 2020 Warrants. The Reporting Person disclaims beneficial ownership of such securities except to the extent of its pecuniary interest therein. ( 9 )On May 27, 2021, Investment Sub purchased 7,990 additional units of the Issuer's securities at a price of $1,000 per unit, pursuant to the December 2020 Purchase Agreement, with each unit consisting of (i) $1,000 in principal amount of the Issuer's Series A-1 Convertible Debentures (the "May 2021 Debentures") and (ii) one warrant to purchase 100 shares of the Issuer's common stock (the "May 2021 Warrants"). 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. As a result of the July 2021 Transfer, the Reporting Person may be deemed to indirectly beneficially own the May 2021 Debentures and May 2021 Warrants. The Reporting Person disclaims beneficial ownership of such securities except to the extent of its pecuniary interest therein.

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