WRLSU Pensare Acquisition Corporation

 * Certain of the shares that may be deemed to be beneficially owned by the Reporting Person are subject to the Conversion Limitation, as defined in Item 4 of this Schedule 13D. 

 * Certain of the shares that may be deemed to be beneficially owned by the Reporting Person are subject to the Conversion Limitation, as defined in Item 4 of this Schedule 13D.

This statement on Schedule 13D (the “Schedule 13D”) relates to the common stock, $0.0001 par value per share (the “Common Stock”), of American Virtual Cloud Technologies, Inc., a Delaware corporation (the “Issuer”). The principal executive offices of the Issuer are located at 1720 Peachtree Street, Suite 629, Atlanta, GA 30309.

Funds for the purchase of securities reported herein were derived from available working capital of the Sponsor. The Sponsor paid the Issuer $25,000 for the Founder Shares (as defined below) and $7,017,290 for the Private Placement Warrants (as defined below).

Founder Shares

Pursuant to the terms of a securities subscription agreement with the Issuer effective as of May 18, 2017 (the “Securities Subscription Agreement”), the Sponsor purchased 6,952,500 shares of Common Stock (the “Founder Shares”) for an aggregate purchase price of $24,217 in cash, or approximately $0.003 per share. Pursuant to the terms of securities assignment agreement (the “Securities Assignment Agreement”), on June 23, 2017, the Sponsor transferred 1,575,000 Founder Shares to MasTec, Inc. for a price of approximately $0.003 per share. On July 27, 2017, the Sponsor transferred 27,000 of the Founder Shares to each of the Issuer’s five independent directors.

Private Placement Warrants

Pursuant to a warrant purchase agreement dated as of July 27, 2018 (the “Private Placement Warrants Purchase Agreement”), the Sponsor purchased 7,017,290 warrants (the “Private Placement Warrants”) for an aggregate price of $7,017,290 in private placements occurring on August 1, 2017 and August 4, 2017. Each Private Placement Warrant entitles the holder to purchase one share of Common Stock for $11.50 per share and is exercisable beginning on May 7, 2020 and may be exercised on a cashless basis. The Private Placement Warrants will expire on April 7, 2025.

Warrant Agreement

The Private Placement Warrants are governed by the terms of the Warrant Agreement (the “Warrant Agreement”), dated July 27, 2017, between the Company and Continental Stock Transfer & Trust Company (the “Warrant Agent”). Each Private Placement Warrant entitles the registered holder to purchase one share of the Common Stock at a price of $11.50 per share, subject to adjustment described therein, at any time commencing on May 7, 2020, and terminating at 5:00 p.m., New York City time on April 7, 2020, or other than with respect to the Private Placement Warrants then held by the Sponsor and EarlyBird Capital, Inc. or their permitted transferees, the date the Company elects to redeem all of the warrants.

Registration Rights

Concurrently with the closing of the Issuer’s initial business combination, on April 7, 2020, the Issuer, the Sponsor and certain other initial stockholders of the Issuer, as well as Stratos Management Systems Holdings, LLC, a Delaware limited liability company, and certain other investors, entered into a Registration Rights Agreement (the “Registration Rights Agreement”). The Registration Rights Agreement amended, restated and replaced the registration rights agreement entered into among the Issuer, the Sponsor and certain other initial stockholders of Issuer on July 27, 2017. Pursuant to the terms of the Registration Rights Agreement, the holders of certain of the Issuer’s securities, including the Issuer’s founder shares, the shares of the Issuer’s common stock underlying the Private Placement Warrants and the shares of common stock underlying the securities issued in the Private Placement (as defined below) are entitled to certain registration rights under the Securities Act of 1933, as amended (the “Securities Act”) and applicable state securities laws with respect to such shares of the Issuer’s common stock, including up to eight demand registrations in the aggregate and customary “piggy-back” registration rights.

Securities Purchase Agreement

On April 3, 2020, the Issuer, the Sponsor and certain investors (each, an “Investor”) entered into a Securities Purchase Agreement (the “Securities Purchase Agreement”) pursuant to which the Investors agreed to purchase, and the Issuer agreed to sell to the Investors, in a private placement (the “Private Placement”), units of securities of the Issuer (“Units”), each Unit consisting of (i) $1,000 in principal amount of Pensare’s Series A convertible debentures (the “Debentures”) and (ii) a warrant to purchase 100 shares of the Issuer’s common stock at an exercise price of $0.01 per whole share (the “PIPE Warrants”). On April 7, 2020 the Issuer consummated the Private Placement. The issuances of such securities were not registered under the Securities Act, in reliance on the exemption from registration provided by Section 4(a)(2) of the Securities Act.

Debentures

At the closing of the Issuer’s business combination on April 7, 2020, the Company issued to Investors Debentures having an aggregate principal amount of approximately $43.4 million, of which approximately $8.8 million in aggregate principal amount was issued to the Sponsor as part of Units issued in exchange for the cancellation of indebtedness previously incurred by the Issuer to the Sponsor). 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 each Debenture, 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).

Each Debenture is 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. Therefore, at the time of issuance, the 2,559,586 shares of Common Stock were underlying the Debentures issued to the Sponsor. However, provided that the Common Stock remains listed for trading on the Nasdaq Stock Market or other national securities exchange, the aggregate number of shares of Common Stock issuable upon conversion of the Debentures, together with the aggregate number of shares of Common Stock issued upon exercise of the Warrants, may not exceed 19.9% of either (i) the total number of shares of Common Stock outstanding on April 7, 2020 or (b) the total voting power of the Company’s securities outstanding on April 7, 2020 that are entitled to vote on a matter being voted on by holders of the Common Stock, until the 21st day after the date that the Company provides an information statement to the Company’s stockholders in accordance with Regulation 14C under the Act, notifying such stockholders of action taken by certain of the stockholders by written consent to approve the issuance of the shares underlying the Debentures and Warrants for purposes of the rules of the Nasdaq Stock Market (the “Conversion Limitation”). 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. The Debentures are subordinated to all Senior Indebtedness (as defined in the Debentures), including indebtedness under the Credit Agreement.

PIPE Warrants

On April 7, 2020, the Issuer issued to Investors PIPE Warrants to purchase an aggregate of up to 4,343,432 shares of Common Stock (including warrants to purchase up to 883,057 shares of Common Stock issued to the Sponsor, as part of the Units), at an exercise price of $0.01 per share. The PIPE Warrants are exercisable at any time through the fifth anniversary of the date of issuance, subject to the Conversion Limitation. The number of shares issuable upon exercise of each PIPE Warrant is subject to customary adjustments for stock dividends, stock splits, reclassifications and the like.

Guaranty

At the Closing, the Issuer and its subsidiaries issued to the Investors a Guaranty, pursuant to which such entities jointly and severally guaranteed the obligations of the Issuer under the Debentures.

The foregoing summary of certain terms of the Securities Subscription Agreement, the Securities Assignment Agreement, the Private Placement Warrants Purchase Agreement, the Warrant Agreement, the Registration Rights Agreement, the Securities Purchase Agreement, the Debentures, the PIPE Warrants and the guaranty is not complete and is qualified in its entirety by reference to the full text of the documents, which are referenced as Exhibits 1-9 to this Schedule 13D.

Except as set forth herein, the Reporting Persons have no present plan or proposal that would relate to or result in any of the matters set forth in subparagraphs (a) - (j) of Item 4 of Schedule 13D. The Reporting Persons intend to review their investment in the Issuer on a continuing basis. Depending on various factors including, without limitation, the Issuer’s financial position and strategic direction, actions taken by the board of directors, price levels of the Common Stock, other investment opportunities available to the Reporting Persons, conditions in the securities market and general economic and industry conditions, the Reporting Persons may in the future take such actions with respect to their investment in the Issuer as they deem appropriate including, without limitation, purchasing additional Common Stock or selling some or all of their Common Stock or warrants and, alone or with others, pursuing discussions with the management, the board of directors, other shareholders of the Issuer and third parties with regard to its investment in the Issuer, and/or otherwise changing their intention with respect to any and all matters referred to in Item 4 of Schedule 13D.

The aggregate percentage of Common Stock beneficially owned by the Reporting Persons is calculated based upon 19,635,830 shares of Common Stock reported to be outstanding in the Issuer’s Current Report on Form 8-K, filed with the Securities and Exchange Commission April 14, 2020.

Other than the agreements described in Item 4, as of the date hereof, there are no contracts, arrangements, understandings or relationships (legal or otherwise) among the persons named in Item 2 hereof and between such persons and any person with respect to any securities of the Issuer.

* Filed herewith.

SIGNATURES

After reasonable inquiry and to the best of his or its knowledge and belief, each of the undersigned certifies that the information set forth in this statement is true, complete and correct.