Item 3.01 Notice of Delisting or Failure to Satisfy a Continued
Listing Rule or Standard; Transfer of Listing.
As previously disclosed, on
January 11, 2023, American Virtual Cloud Technologies, Inc. (the “Company”) and two of its subsidiaries filed voluntary petitions
(the “Bankruptcy Petitions”) under Chapter 11 of the United States Bankruptcy Code in the United States Bankruptcy Court for
the District of Delaware (such court, the “Court” and such cases, the “Cases”).
On January 11, 2023, the Company
received written notice (the “Delisting Notice”) from the staff of The Nasdaq Stock Market LLC (“Nasdaq”) notifying
the Company that, as a result of the Bankruptcy Petitions and in accordance with Nasdaq Listing Rules 5101, 5110(b) and IM-5101-1, the
staff of Nasdaq had determined that the Company’s common stock and warrants (the “Securities”) will be delisted from Nasdaq.
In the Delisting Notice, the staff of Nasdaq referenced the Bankruptcy Petitions and associated public interest concerns raised by it;
concerns regarding the residual equity interest of the existing listed securities holders; and concerns about the Company’s ability to
sustain compliance with all requirements for continued listing on Nasdaq. The Delisting Notice also indicates that the Company may appeal
Nasdaq’s determination pursuant to procedures set forth in Nasdaq Listing Rule 5800 Series. The Company will not appeal this determination.
Trading of the Securities
will be suspended at the opening of business on January 20, 2023 and a Form 25-NSE will be filed with the Securities and Exchange Commission,
which will remove the Securities from listing and registration on Nasdaq. As a result, the Securities are expected to begin trading on
the Pink Open Market (the “Pink Market”) on January 20, 2023.
Cautionary Information Regarding Trading in
the Company’s Securities
No assurance, however, can
be made that trading in the Company’s common stock on the Pink Market will commence or be maintained. The Company continues to face certain
risks and uncertainties that have been affecting its business and operations, and these risks and uncertainties may affect the Company’s
ability to enter into a sale transaction and could impact the outcome of the Cases. Holders of the Company’s equity securities will
likely be entitled to little or no recovery on their investment following the Cases, and recoveries to other stakeholders cannot be determined
at this time. The Company cautions that trading in the Company’s securities given the pendency of the Cases is highly speculative
and poses substantial risks. Trading prices for the Company’s securities may bear little or no relationship to the actual value
realized, if any, by holders of the Company’s securities in the Cases. Accordingly, the Company urges extreme caution with respect
to existing and future investments in its securities.
Cautionary Note Regarding Forward-Looking Statements
This
document includes certain statements that are not historical facts but are forward-looking statements for purposes of the safe harbor
provisions under the United States Private Securities Litigation Reform Act of 1995. Forward-looking statements generally are accompanied
by words such as “believe,” “may,” “will,” “estimate,” “continue,” “anticipate,”
“intend,” “expect,” “should,” “would,” “plan,” “predict,” “potential,”
“seem,” “seek,” “future,” “outlook,” and similar expressions that predict or indicate
future events or trends or that are not statements of historical matters. These forward-looking statements include, but are not limited
to, statements regarding the future trading market for the Securities, the Chapter 11 process and the Cases, the Company’s intention
to continue operations during the Chapter 11 process, and the Company’s future prospects and potential strategic alternatives, including
a potential sale of the Company’s assets in connection with the Chapter 11 process. The Company’s actual results or outcomes
and the timing of certain events may differ significantly from those discussed in any forward-looking statements. These statements are
based on various assumptions and on the current expectations of the Company’s management and are not predictions of actual performance.
These forward-looking statements are provided for illustrative purposes only and are not intended to serve as, and must not be relied
on by any investor as, a guarantee, an assurance, a prediction or a definitive statement of fact or probability.
Actual
events and circumstances are difficult or impossible to predict and will differ from assumptions. Many actual events and circumstances
are beyond the control of the Company. These forward-looking statements are subject to a number of risks and uncertainties, including
risks associated with unpredictability of trading markets and whether a market will be established for the Company’s Securities;
the potential adverse impact of the Bankruptcy Filings on the Company’s liquidity and results of operations; changes in the Company’s
ability to meet its financial obligations during the Chapter 11 process and to maintain contracts that are critical to its operations;
the outcome and timing of the Chapter 11 process and any potential asset sale, including the risk that no purchaser of the Company’s
assets emerges; the effect of the Bankruptcy Filings and any potential asset sale on the Company’s relationships with vendors, regulatory
authorities, employees and other third parties; possible proceedings that may be brought by third parties in connection with the Chapter
11 process or any potential asset sale; uncertainty regarding obtaining Court approval of a sale of the Company’s assets or other
conditions to any potential asset sale; the timing or amount of any distributions, if any, to the Company’s stakeholders; and the
possibility that Nasdaq may delist the Company’s securities; and those factors discussed in the Company’s annual report on Form
10-K filed with the Securities and Exchange Commission (the “SEC”) on April 15, 2022 and quarterly report on Form 10-Q
filed with the SEC on November 14, 2022, in each case under the heading “Risk Factors,” and other documents of the Company
filed, or to be filed, with the SEC. If the risks materialize or assumptions prove incorrect, actual results could differ materially from
the results implied by these forward-looking statements. There may be additional risks that the Company presently does not know or that
the Company currently believes are immaterial that could also cause actual results to differ from those contained in the forward-looking
statements. In addition, forward-looking statements reflect the Company’s expectations, plans or forecasts of future events and
views as of the date of this document. The Company anticipates that subsequent events and developments will cause its assessments to change.
However, while the Company may elect to update these forward-looking statements at some point in the future, the Company specifically
disclaims any obligation to do so. These forward-looking statements should not be relied upon as representing the Company’s assessments
as of any date subsequent to the date of this document. Accordingly, undue reliance should not be placed upon the forward-looking statements.