Sec Form 3 Filing - NAVIGATION CAPITAL PARTNERS, INC. @ American Virtual Cloud Technologies, Inc. - 2020-06-29

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, INC. 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) 06/29/2020 (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

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 Warrants ( 3 ) 12/01/2020 12/01/2025 Common Stock 630,561 I ( 1 ) ( 2 ) Please see footnotes ( 1 ) ( 2 ) Series A Convertible Debenture ( 4 ) ( 5 ) 12/01/2020 ( 4 ) Common Stock 1,827,712 I ( 1 ) ( 2 ) Please see footnotes ( 1 ) ( 2 )

Reporting Owners Reporting Owner Name / Address Relationships Director 10% Owner Officer Other NAVIGATION CAPITAL PARTNERS, INC. 2870 PEACHTREE ROAD NW, UNIT 509 ATLANTA, GA30305 X SPAC Opportunity Partners, LLC 2870 PEACHTREE ROAD NW, UNIT 509 ATLANTA, GA30305 X Signatures 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

Explanation of Responses:

( 1 )This Form 3 is being filed by Navigation Capital Partners, Inc. ("Navigation Capital") and SPAC Opportunity Partners, LLC ("SPAC Opps" and together with Navigation Capital, the "Reporting Persons"). This Form 3 is being filed late due to an administrative error. ( 2 )The following securities were transferred to SPAC Opps by Pensare Sponsor Group, LLC ("Sponsor") on June 29, 2020 as repayment in full of an inter-company loan made to Sponsor by SPAC Opps: (i) $6,305,608.88 aggregate principal amount of Series A Convertible Debentures ("Debentures"), which are initially convertible into 1,827,712 shares of the Issuer's common stock, par value $0.001 per share ("Common Stock"); and (ii) warrants to purchase 630,561 shares of Common Stock ("Warrants"). The reported securities are directly held by SPAC Opps, which is controlled by Navigation Capital. As a result, Navigation Capital may be deemed to indirectly beneficially own the reported securities. The reported securities were initially acquired by Sponsor on April 7, 2020. The Reporting Persons disclaim beneficial ownership of such securities except to the extent of their pecuniary interest therein. ( 3 )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. ( 4 )The Debentures are immediately convertible at the option of the holder into shares of Common Stock at an initial conversion price of $3.45 per share. The Debentures are initially convertible into 1,827,712 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.

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