Sec Form 3 Filing - NAVIGATION CAPITAL PARTNERS II, L.P. @ American Virtual Cloud Technologies, Inc. - 2020-04-07

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 NAVIGATION CAPITAL PARTNERS II, L.P. 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 ROAD NW, UNIT 509 3. Date of Earliest Transaction (MM/DD/YY) 04/07/2020 (Street) ATLANTA, GA30305 4. If Amendment, Date Original Filed (MM/DD/YY) 6. Individual or Joint/Group Filing (Check Applicable Line) _____ Form filed by One Reporting Person __ X __ 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 Common Stock 8,189,490 I Please see footnotes ( 1 ) ( 2 ) ( 3 )

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 ( 4 ) ( 5 ) ( 4 )( 5 )( 7 ) ( 4 )( 5 ) Common Stock 5,797,101 ( 4 ) ( 5 ) I Please see footnotes ( 1 ) ( 2 ) ( 3 ) Warrants ( 6 ) ( 6 )( 7 ) ( 6 ) Common Stock 2,000,000 I Please see footnotes ( 1 ) ( 2 ) ( 3 )

Reporting Owners Reporting Owner Name / Address Relationships Director 10% Owner Officer Other NAVIGATION CAPITAL PARTNERS II, L.P. 2870 PEACHTREE ROAD NW, UNIT 509 ATLANTA, GA30305 X NCP GENERAL PARTNER II LLC 2870 PEACHTREE RD. NW, UNIT 509 ATLANTA, GA30305 X RICHARDSON JOHN S. 2870 PEACHTREE ROAD NW, UNIT 509 ATLANTA, GA30305 X Signatures Navigation Capital Partners II, L.P. By: NCP General Partner II, LLC, its general partner /s/ Lawrence E. Mock, Manager 04/17/2020 Signature of Reporting Person Date NCP General Partner II, LLC /s/ Lawrence E. Mock, Manager 04/17/2020 Signature of Reporting Person Date /s/ John S. Richardson 04/17/2020 Signature of Reporting Person Date

Explanation of Responses:

( 1 )This Form 3 is being filed by Navigation Capital Partners II, L.P. ("Navigation Capital"), and NCP General Partner II, LLC ("NCP GP" and together with Navigation Capital, the "Reporting Persons") as the general partner of Navigation Capital, in connection with the closing of the transactions contemplated by that certain Business Combination Agreement dated July 24, 2019, as amended, by and among the Issuer, Stratos Management Systems, Inc., Tango Merger Sub Corp., and Stratos Management Systems Holdings, LLC ("Holdings"). (continued to footnote 2) ( 2 )(continued from footnote 1) Pursuant to the terms of a Securities Purchase Agreement dated April 3, 2020, by and among the Issuer, Holdings, and the other purchasers named therein ("Purchasers"), the following securities were issued to Holdings on April 7, 2020: (i) $20,000,000 aggregate principal amount of Series A Convertible Debentures ("Debentures"), which are initially convertible into 5,797,101 shares of the Issuer's common stock, par value $0.001 per share ("Common Stock"); (ii) warrants to purchase 2,000,000 shares of Common Stock ("Warrants"); and (iii) 8,189,490 shares of Common Stock. Navigation Capital owns approximately 64.1% of the preferred units in Holdings. ( 3 )The reported securities are directly held by Holdings, which is controlled by Navigation Capital. As a result, Navigation Capital may be deemed to indirectly beneficially own the reported securities. NCP GP, as the general partner of Navigation Capital, may also be deemed to be the indirect beneficial owner of such securities. The Reporting Persons disclaim beneficial ownership of such securities except to the extent of their pecuniary interest therein. The Reporting Persons also disclaim beneficial ownership of securities of the Issuer held by other Purchasers and "group" status with other Purchasers. ( 4 )The Debentures are immediately convertible at the option of the holder, subject to potential redemption rights within 120 days of the issuance date, into shares of Common Stock at an initial conversion price of $3.45 per share. The Debentures are initially convertible into 5,797,101 shares of Common Stock, subject to adjustment. The Debentures bear interest at a rate of 10% per annum, payable quarterly on the last day of each calendar quarter in the form of additional Debentures, 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, 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). (continued to footnote 5) ( 5 )(continued from footnote 4) The Debentures are convertible, 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. ( 6 )The Warrants are immediately exercisable, have an exercise price of $0.01 per whole share and expire on April 7, 2025. 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 )The Debentures and Warrants are subject to a 19.9% blocker, whereby the aggregate number of shares of Common Stock issuable upon conversion of the Debentures, together with the aggregate number of shares of Common Stock issued upon exercise of the Warrants, shall not exceed 19.9% of either (a) the total number of shares of Common Stock outstanding as of April 3, 2020 or (b) the total voting power of the Issuer's securities outstanding as of April 3, 2020 that are entitled to vote on a matter being voted on by holders of the Common Stock, until the 21st date after the date an information statement (the "Information Statement") regarding approval of the issuance of the shares upon conversion of the Warrants and Debentures is filed by the Issuer pursuant to Regulation 14C under the Securities Exchange Act of 1934, as amended. The Issuer is required to file the Information Statement by April 22, 2020.

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