Sec Form 4 Filing - MAYS DARRELL J. @ American Virtual Cloud Technologies, Inc. - 2020-04-22

FORM 4 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 MAYS DARRELL J. 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) X __ Director X __ 10% Owner X __ Officer (give title below) _____ Other (specify below) Chief Executive Officer (Last) (First) (Middle) AMERICAN VIRTUAL CLOUD TECHNOLOGIES INC., 1720 PEACHTREE STREET, SUITE 629 3. Date of Earliest Transaction (MM/DD/YY) 04/22/2020 (Street) ATLANTA, GA30309 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 Common Stock 04/22/2020 P 125,000 A 125,000 D Common Stock 5,818,500 I See footnote ( 2 )

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 Warrant $ 0.01 04/22/2020 P 62,500 04/07/2020 04/07/2025 Common Stock 62,500 ( 1 ) 62,500 D Series A convertible debentures $ 3.45 04/22/2020 P 04/07/2020 ( 3 ) Common Stock 181,159 ( 1 ) $ 625,000 D Warrant $ 0.01 04/07/2020 04/07/2025 Common Stock 883,057 883,057 I See footnote ( 2 ) Series A convertible debentures $ 3.45 04/07/2020 ( 3 ) Common Stock 2,559,586 $ 8,830,570 I See footnote ( 2 ) Warrant $ 0.01 04/07/2020 04/07/2025 Common Stock 25,000 25,000 I Securities held by daughter Series A convertible debentures $ 3.45 04/07/2020 ( 3 ) Common Stock 72,464 $ 250,000 I Securities held by daughter

Reporting Owners Reporting Owner Name / Address Relationships Director 10% Owner Officer Other MAYS DARRELL J. AMERICAN VIRTUAL CLOUD TECHNOLOGIES INC. 1720 PEACHTREE STREET, SUITE 629 ATLANTA, GA30309 X X Chief Executive Officer Signatures /s/ Alan I. Annex, Attorney-in-Fact 04/24/2020 Signature of Reporting Person Date

Explanation of Responses:

( 1 )The reported securities were purchased by the Reporting Person for a total purchase price of $1,000,000. ( 2 )The securities are held directly by Pensare Sponsor Group, LLC (the "Sponsor") and indirectly by Darrell J. Mays, who is the managing member of the Sponsor. Mr. Mays disclaims beneficial ownership of such securities except to the extent of his pecuniary interest therein. ( 3 )The expiration date is the date that the principal amount of the Series A 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 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 October 7, 2022, 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).

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