Schedule 13D
Item 1.
|
Security and Issuer
|
The name of the issuer (the Issuer) is American Virtual Cloud Technologies, Inc. (f/k/a Pensare Acquisition Corp.). The principal executive offices
of the Issuer are located at 1720 Peachtree Street, Suite 629, Atlanta, GA 30309. This statement relates to the Issuers shares of Common Stock, par value $.0001 per share (the Common Stock).
Item 2.
|
Identity and Background
|
(a) This statement is filed by MasTec, Inc. (the Reporting Person). Set forth on Schedule A hereto,
which is incorporated herein by reference, are the name, residence or business address, present principal occupation or employment and principal business and address of any corporation or other organization in which such employment is conducted and
citizenship of each executive officer and director of the Reporting Person. To the best of the Reporting Persons knowledge, none of the persons listed on Schedule A beneficially owns any securities of the Issuer or is a party to any
contract, agreement, understanding or relationship required to be disclosed herein.
(b) The address of the
business office of the Reporting Person is 800 S. Douglas Road, 11th Floor, Coral Gables, Florida 33134.
(c) The
principal business of the Reporting Person is infrastructure construction, with its primary activities including the engineering, building, installation, maintenance and upgrade of communications, energy, utility and other infrastructure.
(d) Neither the Reporting Person nor any of the executive officers or directors of the Reporting Person has, during the
last five years, been convicted in a criminal proceeding (excluding traffic violations or similar misdemeanors).
(e) Neither the Reporting Person nor any of the executive officers or directors of the Reporting Person has, during the
last five years, been a party to a civil proceeding of a judicial or administrative body of competent jurisdiction and as a result of such proceeding was or is subject to a judgment, decree or final order enjoining future violations of, or
prohibiting or mandating activities subject to, federal or state securities laws or finding any violation with respect to such laws.
(f)
The Reporting Person is a Florida corporation.
Item 3.
|
Source and Amount of Funds or Other Consideration
|
In June and July of 2017, prior to the Issuers initial public offering of its securities, the Reporting Person acquired an aggregate of 1,701,000 shares
(the Founder Shares) of Common Stock of the Issuer for an aggregate purchase price of $5,478.
In a private placement transaction related to
the Issuers initial public offering in July 2017, the Reporting Person acquired 2,000,000 warrants (the IPO Warrants) of the Issuer, entitling the Reporting Person to purchase one share of Common Stock of the Issuer per warrant at
an exercise price of $11.50 per share, subject to adjustments, for an aggregate purchase price of $2,000,000, such warrants to become exercisable 30 days after the Issuer, which was a Special Purpose Acquisition Company, completed a business
combination transaction (a Business Combination Transaction).
On April 7, 2020, the Issuer completed a Business Combination Transaction,
in connection with which it changed its name from Pensare Acquisition Corp. to its current name. In connection with the Business Combination Transaction, the Issuer completed a private placement transaction with various investors (the 2020
PIPE Transaction) in which the Reporting Person acquired from the Issuer 3,000 units (each, a Unit), each of which consists of (i) $1,000 in principal amount of the Issuers Series A convertible debentures (collectively, the
Debenture), convertible at $3.45 per share, subject to adjustments, and (ii) a warrant (collectively, the Penny Warrants, and together with the Founder Shares, the IPO Warrants and the Debenture, the
Securities) to purchase 100 shares of Common Stock at an exercise price of $0.01 per share, subject to adjustments, for a purchase price of $1,000 per Unit, or an aggregate purchase price of $3,000,000.