Amended Current Report Filing (8-k/a)
2020年4月14日 - 9:06PM
Edgar (US Regulatory)
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): April 7, 2020
American
Virtual Cloud Technologies, Inc.
(Exact Name of Registrant as Specified in Charter)
Delaware
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001-38167
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81-2402421
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(State
or other jurisdiction
of incorporation)
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(Commission
File Number)
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(I.R.S.
Employer
Identification Number)
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1720
Peachtree Street, Suite 629
Atlanta, GA
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30309
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(Address
of principal executive offices)
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(Zip
code)
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(404)
234-3098
(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))
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. ☐
Title
of each class
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Trading
Symbol(s)
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Name
of each exchange on which registered
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Common
Stock, par value $0.0001 per share
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AVCT
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The
Nasdaq Stock Market LLC
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Warrants,
each whole warrant exercisable for one share of Common Stock at an exercise price of $11.50
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AVCTW
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The
Nasdaq Stock Market LLC
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Introductory
Note
On April 13, 2020, American Virtual Cloud Technologies, Inc. (f/k/a Pensare Acquisition Corp.), a Delaware corporation (“AVCT”),
filed a Current Report on Form 8-K (the “Original Report”) to report the closing of the Merger and related matters
under Items 1.01, 2.01, 2.03, 3.02, 3.03, 5.01, 5.02 and 9.01 of Form 8-K. Due to the large number of events to be reported
under the specified items of Form 8-K, this Form 8-K/A is being filed to amend the Original Report to include additional matters
related to the closing of Merger under Items 3.01 and 5.06 of Form 8-K.
Capitalized terms used
herein by not defined herein have the meanings given to such terms in the Original Report.
Item
3.01. Notice of Delisting or Failure to Satisfy a Continued Listing Rule or Standard; Transfer of Listing
On
April 9, 2020, the Company received a letter (the “Determination Letter”) from Nasdaq notifying the Company that it
had not complied with the requirements of Nasdaq Listing Rule IM-5101-2, which requires that the Company meet the requirements
for initial listing after completion of the Business Combination. The Determination Letter states that the Company’s common
stock does not meet the minimum $4.00 bid price and the $15 million market value of publicly held shares requirements, which are
set forth in Nasdaq Listing Rule 5505. The Company has requested a hearing before a Nasdaq Hearings Panel, which request has stayed
any further action by Nasdaq pending the conclusion of the hearing process. The Company will address the Determination Letter
at its hearing. The Determination Letter does not impact the Company’s obligation to file periodic reports and other reports
with the SEC under applicable federal securities laws. There can be no assurance that the Company’s appeal will be successful.
Item
5.06. Change in Shell Company Status.
As
a result of the consummation of the Merger, which fulfilled the definition of an initial business combination as required by the
Charter, AVCT ceased to be a shell company, as defined in Rule 12b-2 of the Exchange Act, as of the Closing Date. The material
terms of the Merger are described in the Proxy Statement in the section entitled “The Business Combination” beginning
on page 65, which is incorporated herein by reference.
Item
9.01. Financial Statements and Exhibits.
(d) Exhibits.
Exhibit
No.
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Exhibit
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2.1
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Business Combination Agreement, dated as of July 24, 2019, by and among AVCT, Merger Sub, Holdings, and Computex (incorporated by reference to Exhibit 2.1 to AVCT’s Current Report on Form 8-K filed July 30, 2019).
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2.2
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Amendment No. 1 to the Business Combination Agreement, dated as of December 20, 2019, by and among AVCT, Merger Sub, Holdings, and Computex (incorporated by reference to Exhibit 2.2 to AVCT’s Current Report on Form 8-K filed December 30, 2019).
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2.3
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Amendment No. 2 to the Business Combination Agreement, dated as of April 3, 2020, by and among AVCT, Merger Sub, Holdings, and Computex (incorporated by reference to Exhibit 2.3 to AVCT’s Current Report on Form 8-K filed April 7, 2020).
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10.1
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Securities Purchase Agreement, dated as of April 3, 2020, by and among AVCT and certain Investors (incorporated by reference to Exhibit 10.1 to AVCT’s Current Report on Form 8-K filed April 7, 2020).
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10.2
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Third Amendment to Loan Documents, dated as of April 7, 2020, by and among Computex, AVCT, Computex, Inc., First Byte Computers, Inc., eNETSolutions, LLC and Comerica Bank (incorporated by reference to Exhibit 10.2 to the Company's Current Report on Form 8-K filed on April 13, 2020).
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10.3
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Registration Rights Agreement, dated as of April 7, 2020, by and among AVCT and certain stockholders and Investors (incorporated by reference to Exhibit 10.3 to the Company's Current Report on Form 8-K filed on April 13, 2020).
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10.4
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American Virtual Cloud Technologies, Inc. 2020 Equity Incentive Plan (incorporated by reference to Exhibit 10.4 to the Company's Current Report on Form 8-K filed on April 13, 2020).
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10.5
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Form of Convertible Debenture (incorporated by reference to Exhibit 10.5 to the Company's Current Report on Form 8-K filed on April 13, 2020).
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10.6
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Form of Warrant (incorporated by reference to Exhibit 10.6 to the Company's Current Report on Form 8-K filed on April 13, 2020).
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10.7
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Guaranty, dated as of April 7, 2020, issued by Computex, AVCT, Computex, Inc., First Byte Computers, Inc. and eNETSolutions, LLC (incorporated by reference to Exhibit 10.7 to the Company's Current Report on Form 8-K filed on April 13, 2020).
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99.1
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Unaudited pro forma condensed combined financial information of the Company for the years ended December 31, 2019 and 2018 (incorporated by reference to Exhibit 99.1 to the Company's Current Report on Form 8-K filed on April 13, 2020).
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99.2
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Audited Consolidated Financial Statements of Computex as of December 31, 2019 and 2018 and for the years ended December 31, 2019, 2018 and 2017 (incorporated by reference to Exhibit 99.2 to the Company's Current Report on Form 8-K filed on April 13, 2020).
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99.3
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Management’s Discussion and Analysis of Financial Condition and Results of Operations of Computex for the for the years ended December 31, 2019, 2018 and 2017 (incorporated by reference to Exhibit 99.3 to the Company's Current Report on Form 8-K filed on April 13, 2020).
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SIGNATURE
Pursuant
to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf
by the undersigned, hereunto duly authorized.
Dated:
April 14, 2020
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American
Virtual Cloud Technologies, Inc.
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By:
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/s/ Darrell
J. Mays
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Name:
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Darrell J.
Mays
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Title:
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Chief Executive
Officer
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4
Pensare Acquisition (NASDAQ:WRLSU)
過去 株価チャート
から 5 2024 まで 6 2024
Pensare Acquisition (NASDAQ:WRLSU)
過去 株価チャート
から 6 2023 まで 6 2024