CUSIP No: 030382204
SECURITIES AND EXCHANGE COMMISSION
Washington,
D.C. 20549
SCHEDULE 13G
(Rule 13d-102)
INFORMATION TO BE INCLUDED IN STATEMENTS FILED
PURSUANT
TO § 240.13d-1(b), (c) AND (d) AND
AMENDMENTS THERETO FILED
PURSUANT TO § 240.13d-2.
(Amendment No. ____)*
American Virtual Cloud Technologies, Inc.
(Name of Issuer)
Common Stock, $0.0001 par value per share
(Title of Class of Securities)
030382204
(CUSIP Number)
October 18, 2022
(Date of Event Which Requires Filing of this statement)
Check the appropriate box to designate the rule pursuant
to which this Schedule is filed:
*The remainder of this cover page shall be
filled out for a reporting person’s initial filing on this form with respect to the subject class of securities, and for any subsequent
amendment containing information which would alter the disclosures provided in a prior cover page.
The information required in the remainder of this
cover page shall not be deemed to be “filed” for purposes of Section 18 of the Securities Exchange Act of 1934
(“Act”) or otherwise subject to the liabilities of that section of the Act but shall be subject to all other provisions of
the Act (however, see the Notes).
CUSIP No: 030382204
(1) |
NAMES
OF REPORTING PERSONS |
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CVI
Investments, Inc. |
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(2) |
CHECK
THE APPROPRIATE BOX IF A MEMBER OF A GROUP (SEE INSTRUCTIONS) |
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(a) ¨ |
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(b) ¨ |
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(3) |
SEC
USE ONLY |
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(4) |
CITIZENSHIP
OR PLACE OF ORGANIZATION |
|
|
Cayman
Islands |
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|
NUMBER
OF |
(5) |
SOLE
VOTING POWER |
|
SHARES |
0 |
|
|
|
BENEFICIALLY |
(6) |
SHARED
VOTING POWER ** |
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OWNED
BY |
2,500,000 |
|
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|
|
EACH |
(7) |
SOLE
DISPOSITIVE POWER |
|
|
|
REPORTING |
0 |
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|
|
PERSON
WITH |
(8) |
SHARED
DISPOSITIVE POWER ** |
|
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2,500,000 |
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(9) |
AGGREGATE
AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON |
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|
2,500,000 |
|
(10) |
CHECK
BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS) |
|
|
¨ |
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(11) |
PERCENT
OF CLASS REPRESENTED BY AMOUNT IN ROW (9) |
|
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7.7% |
|
(12) |
TYPE
OF REPORTING PERSON (SEE INSTRUCTIONS) |
|
|
|
CO |
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|
** Heights Capital Management, Inc. is the investment manager to CVI
Investments, Inc. and as such may exercise voting and dispositive power over these shares.
CUSIP No: 030382204
(1) |
NAMES
OF REPORTING PERSONS |
|
|
Heights
Capital Management, Inc. |
|
(2) |
CHECK
THE APPROPRIATE BOX IF A MEMBER OF A GROUP (SEE INSTRUCTIONS) |
|
|
(a) ¨ |
|
|
(b) ¨ |
|
(3) |
SEC
USE ONLY |
|
(4) |
CITIZENSHIP
OR PLACE OF ORGANIZATION |
|
|
Delaware |
|
|
NUMBER
OF |
(5) |
SOLE
VOTING POWER |
|
SHARES |
0 |
|
|
|
BENEFICIALLY |
(6) |
SHARED
VOTING POWER ** |
|
|
|
|
OWNED
BY |
2,500,000 |
|
|
|
|
|
|
EACH |
(7) |
SOLE
DISPOSITIVE POWER |
|
|
|
REPORTING |
0 |
|
|
|
PERSON
WITH |
(8) |
SHARED
DISPOSITIVE POWER ** |
|
|
2,500,000 |
|
|
(9) |
AGGREGATE
AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON |
|
|
2,500,000 |
|
(10) |
CHECK
BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS) |
|
|
¨ |
|
(11) |
PERCENT
OF CLASS REPRESENTED BY AMOUNT IN ROW (9) |
|
|
7.7% |
|
(12) |
TYPE
OF REPORTING PERSON (SEE INSTRUCTIONS) |
|
|
|
CO |
|
|
** Heights Capital Management, Inc. is the investment manager to CVI
Investments, Inc. and as such may exercise voting and dispositive power over these shares.
CUSIP No: 030382204
Item 1.
(a) Name of Issuer
American Virtual Cloud Technologies, Inc. (the “Company”)
(b) Address of Issuer’s Principal Executive
Offices
1720 Peachtree Street, Suite 629, Atlanta, GA 30309
| Item 2(a). | Name of Person Filing |
This statement is filed by the entities listed below, who
are collectively referred to herein as “Reporting Persons,” with respect to the shares of common stock of the Company, $0.0001
par value per share (the “Shares”).
| (ii) | Heights Capital Management, Inc. |
| Item 2(b). | Address of Principal Business Office or, if none, Residence |
The address of the principal business office of CVI Investments, Inc.
is:
P.O. Box 309GT
Ugland House
South Church Street
George Town
Grand Cayman
KY1-1104
Cayman Islands
The address of the principal business office of Heights
Capital Management, Inc. is:
101 California Street, Suite 3250
San Francisco, California
94111
Citizenship is set forth in Row 4 of the cover page for
each Reporting Person hereto and is incorporated herein by reference for each such Reporting Person.
| Item 2(d) | Title of Class of Securities |
Common stock, $0.0001 par value per share
030382204
CUSIP No: 030382204
| Item 3. | If this statement is filed pursuant to §§240.13d-1(b) or
240.13d-2(b) or (c), check whether the person filing is a: |
(a) |
¨ |
Broker or dealer
registered under Section 15 of the Act (15 U.S.C. 78o). |
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(b) |
¨ |
Bank as defined in Section 3(a)(6) of
the Act (15 U.S.C. 78c). |
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(c) |
¨ |
Insurance company as defined
in Section 3(a)(19) of the Act (15 U.S.C. 78c). |
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(d) |
¨ |
Investment company registered
under Section 8 of the Investment Company Act of 1940 (15 U.S.C. 80a-8). |
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(e) |
¨ |
An investment adviser in accordance
with §240.13d-1(b)(1)(ii)(E); |
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(f) |
¨ |
An employee benefit plan or
endowment fund in accordance with §240.13d-1(b)(1)(ii)(F); |
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(g) |
¨ |
A parent holding company or
control person in accordance with §240.13d-1(b)(1)(ii)(G); |
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(h) |
¨ |
A savings association as defined
in Section 3(b) of the Federal Deposit Insurance Act (12 U.S.C. 1813); |
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(i) |
¨ |
A church
plan that is excluded from the definition of an investment company under Section 3(c)(14) of the Investment Company Act of 1940
(15 U.S.C. 80a-3); |
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(j) |
¨ |
A non-U.S. institution in accordance
with §240.13d-1(b)(1)(ii)(J); |
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(k) |
¨ |
Group, in accordance with Rule 13d-1(b)(1)(ii)(K). |
If filing as a non-U.S. institution in accordance with §240.13d-1(b)(1)(ii)(J),
please specify the type of institution: ________________
Provide the following information regarding the
aggregate number and percentage of the class of securities of the issuer identified in Item 1.
The information required by Items 4(a) – (c) is
set forth in Rows 5 – 11 of the cover page for each Reporting Person hereto and is incorporated herein by reference for each
such Reporting Person.
The Company’s Prospectus Supplement (to Prospectus dated August 27, 2021, Registration No. 333-258136), filed on October 20, 2022,
indicates there were 32,475,017 Shares outstanding (excluding Shares underlying warrants issued at the same time) as of the completion
of the offering of the Shares referred to therein.
Heights Capital Management, Inc., which serves as the
investment manager to CVI Investments, Inc., may be deemed to be the beneficial owner of all Shares owned by CVI Investments, Inc.
Each of the Reporting Persons hereby disclaims any beneficial ownership of any such Shares, except for their pecuniary interest therein.
| Item 5. | Ownership of Five
Percent or Less of a Class |
If this statement is being filed to report the
fact that as of the date hereof the reporting person has ceased to be the beneficial owner of more than five percent of the class of
securities, check the following: ¨
CUSIP No: 030382204
| Item 6. | Ownership of More
than Five Percent on Behalf of Another Person |
Not applicable.
Item 7. Identification and Classification of the Subsidiary Which Acquired the Security Being Reported on by the Parent Holding Company or Control Person
Not applicable.
| Item 8. | Identification and
Classification of Members of the Group |
Not applicable.
| Item 9. | Notice of Dissolution
of Group |
Not applicable.
By signing below each of the
undersigned certifies that, to the best of its knowledge and belief, the securities referred to above were not acquired and are not held
for the purpose of or with the effect of changing or influencing the control of the issuer of the securities and were not acquired and
are not held in connection with or as a participant in any transaction having that purpose or effect.
CUSIP No: 030382204
SIGNATURES
After reasonable inquiry and to the best of its
knowledge and belief, each of the undersigned certifies that the information with respect to it set forth in this statement is true,
complete, and correct.
Dated: October 27, 2022
CVI INVESTMENTS, INC. |
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HEIGHTS CAPITAL MANAGEMENT, INC. |
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By: Heights Capital Management, Inc.
pursuant
to a Limited Power of Attorney, a copy of which is attached
as Exhibit I hereto
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By: |
/s/
Brian Sopinsky |
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Name: |
Brian Sopinsky |
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Title: |
Secretary |
By: |
/s/ Brian Sopinsky |
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Name: |
Brian Sopinsky |
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Title: |
Secretary |
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CUSIP No: 030382204
EXHIBIT INDEX
CUSIP No: 030382204
Exhibit I
LIMITED POWER OF ATTORNEY
THIS LIMITED POWER OF ATTORNEY given
on the 16th day of July, 2015 by CVI Investments, Inc. (hereinafter called "the Company"), whose Registered Office
is situated at PO Box 309GT, Ugland House, South Church Street, George Town, Grand Cayman, Cayman Islands.
WHEREAS, by agreement dated July 16, 2015, by and between the Company and Heights Capital Management, Inc., the Company expressly authorized
Heights Capital Management, Inc. to enter into transactions in certain designated areas as defined in the Discretionary Investment Management
Agreement attached hereto marked "Appendix l."
NOW THIS DEED WITNESSETH that William Walmsley, Director of the Company, hereby appoints on behalf of the Company the firm of HEIGHTS
CAPITAL MANAGEMENT, INC., which through its officers, directors and employees is hereby formally granted limited power of attorney for
the purpose of entering into transactions on behalf and for the account of the Company; and to take all actions on behalf of the Company
as may be necessary to consummate such transactions, including but not limited to making, negotiating; signing, endorsing, executing,
acknowledging and delivering in the name of the Company all applications, contracts, agreements, notes, statements, certificates, proxies
and any other instruments of whatever kind and nature as may be necessary or proper in connection with the entering into of such transactions,
instructing the transfer of funds where necessary with respect to such transactions, and performing all of the services specified under
the Discretionary Investment Management Agreement with respect to such transactions.
IN WITNESS WHEREOF, the Company has caused this Limited Power of Attorney to take effect on the day and year above written.
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CVI Investments, Inc. |
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By: |
/s/
William Walmsley |
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William Walmsley, Director |
CUSIP No: 030382204
EXHIBIT II
JOINT FILING AGREEMENT
This will confirm the agreement by and among the undersigned that the Schedule 13G filed with the Securities and Exchange Commission on
or about the date hereof with respect to the beneficial ownership by the undersigned of the shares of common stock of American Virtual
Cloud Technologies, Inc., $0.0001 par value per share, is being filed, and all amendments thereto will be filed, on behalf of each of
the persons and entities named below in accordance with Rule 13d-1(k) under the Securities Exchange Act of 1934, as amended. This Agreement
may be executed in two or more counterparts, each of which shall be deemed an original, but all of which together shall constitute one
and the same instrument.
Dated as of October 27, 2022
CVI INVESTMENTS, INC. |
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HEIGHTS CAPITAL MANAGEMENT, INC. |
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By: Heights Capital Management, Inc. |
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By: |
/s/ Brian Sopinsky |
pursuant to a Limited Power of Attorney |
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Name: |
Brian Sopinsky |
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Title: |
Secretary |
By: |
/s/
Brian Sopinsky |
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Name: Brian Sopinsky |
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Title: Secretary |
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