Amended Current Report Filing (8-k/a)
23 February 2023 - 1:22AM
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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM
8-K/A
(Amendment
No. 1)
CURRENT
REPORT
Pursuant to Section 13 or 15(d) of the
Securities Exchange Act of 1934
Date of report (Date of earliest event reported):
February 14, 2023
American Virtual Cloud Technologies, Inc.
(Exact Name of registrant as Specified in Charter)
Delaware |
|
001-38167 |
|
81-2402421 |
(State or other jurisdiction
of incorporation) |
|
(Commission File Number) |
|
(IRS Employer
Identification No.) |
1720 Peachtree Street, Suite 629 |
|
|
Atlanta, GA |
|
30309 |
(Address of principal executive offices) |
|
(Zip code) |
(404) 239-2863
(Registrant’s telephone number, including area code)
Not Applicable
(Former name or former address, if changed since last report)
Check
the appropriate box below if the Form 8-K is intended to simultaneously satisfy the filing obligation of the registrant under any of
the following provisions:
☐ |
Written
communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) |
☐ |
Soliciting
material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) |
☐ |
Pre-commencement
communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) |
☐ |
Pre-commencement
communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c)) |
Securities
registered pursuant to Section 12(b) of the Act: None
Title of each class |
|
Trading Symbol(s) |
|
Name of each exchange on which registered |
Common Stock, par value $0.0001 per share |
|
AVCTQ |
|
N/A |
Warrants, each whole warrant exercisable for one share of Common Stock at an exercise price of $11.50 |
|
AVCWQ |
|
N/A |
Indicate
by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§
230.405) or Rule 12b-2 of the Securities Exchange Act of 1934 (§ 240.12b-2).
Emerging
growth company ☒
If
an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying
with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act.
EXPLANATORY NOTE
On February 15, 2023, American
Virtual Cloud Technologies, Inc. (the “Company”) filed a Current Report on Form 8-K (the “Original Report”) to
report that on February 14, 2023, the Company and certain of its subsidiaries (collectively, the “Sellers”) entered into a
“stalking horse” Asset Purchase Agreement (the “Original APA”) with Skyvera, LLC (the “Purchaser”).
This Form 8-K/A is being filed to disclose that the Sellers and the Purchaser subsequently executed a slightly modified “stalking
horse” Asset Purchase Agreement (the “Updated APA”) that is intended to replace and supersede the Original APA. Capitalized
terms used herein but not defined herein have the meanings given to such terms in the Original Report.
Item 1.01. Entry into a Material Definitive Agreement.
Following the execution of
the Original APA, the Sellers and the Purchaser negotiated certain non-material modifications to the Original APA and executed the Updated
APA.
The Updated APA was filed
with the Court on February 21, 2023 and is subject to the Debtors’ solicitation of higher and better offers pursuant to bidding
procedures and an auction process that will be conducted under the supervision of the Court in accordance with Section 363 of the Bankruptcy
Code. The Purchaser entered into the Updated APA as the “stalking horse” bidder for the Purchased Assets. As the
stalking horse bidder, the Purchaser’s offer to purchase the Purchased Assets, as set forth in the Updated APA, would be the standard
by which any other bids to purchase the Purchased Assets would be evaluated. Other interested bidders who submit qualifying offers would
be permitted to participate in the auction of the Purchased Assets.
The potential auction for
the Purchased Assets and the final sale hearing is expected to be held in March 2023. The completion of the transaction is subject to
a number of conditions, which, among others, include the entry of a sale order by the Court, the performance by each party of its obligations
under the Updated APA and the material accuracy of each party’s representations.
The summary description
of the material terms of the Updated APA set forth above and in the Original Report does not purport to be complete and is qualified in
its entirety by reference to the full text of the Updated APA, a copy of which is filed as Exhibit 2.1 to this Current Report on Form
8-K and is incorporated by reference in this Item 1.01.
Cautionary Information Regarding Trading in
the Company’s Securities
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 consummate the transactions contemplated by the Updated APA or any alternative 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.
Item 9.01. Financial Statements and Exhibits.
(d) Exhibits.
| * | Certain schedules and exhibits have been omitted pursuant to
Item 601(a)(5) of Regulation S-K. |
SIGNATURE
Pursuant to the requirements
of the Securities Exchange Act of 1934, the registrant has duly caused this Current Report on Form 8-K to be signed on its behalf by the
undersigned hereunto duly authorized.
|
AMERICAN VIRTUAL CLOUD TECHNOLOGIES, INC. |
|
|
|
|
By: |
/s/ Kevin Keough |
|
Name: |
Kevin Keough |
|
Title: |
Chief Executive Officer |
Date: February 21, 2023
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