AVCT American Virtual Cloud
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
Pursuant to Section 13 or 15(d) of the
Securities Exchange Act of 1934
Date of report (Date of earliest event reported): June 24, 2021
American Virtual Cloud Technologies, Inc.
(Exact Name of registrant as Specified in Charter)
|(State or other jurisdiction|
|(Commission File Number)||(IRS Employer|
|1720 Peachtree Street, Suite 629|
|(Address of principal executive offices)||(Zip code)|
(Registrant’s telephone number, including area code)
(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))
|Title of each class||Trading Symbol(s)||Name of each exchange on which registered|
|Common Stock, par value $0.0001 per share||AVCT||The Nasdaq Stock Market LLC|
|Warrants, each whole warrant exercisable for one share of Common Stock at an exercise price of $11.50||AVCTW||The Nasdaq Stock Market LLC|
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. ☐
Item 1.01. Entry into a Material Definitive Agreement.
On June 24, 2021, American Virtual Cloud Technologies, Inc. (“AVCT”), the subsidiaries of AVCT and Comerica Bank (“Comerica”) entered into a Seventh Amendment to Loan Documents (the “Seventh Amendment”). Among other things, the Seventh Amendment and related agreements amended the Credit Agreement, dated as of December 18, 2017 (the “Credit Agreement”), to which AVCT and Comerica are parties and the promissory notes issued pursuant thereto to (i) extend the maturity date of the loans under the Credit Agreement to December 31, 2021, (ii) reduce the maximum amount of credit available under the revolving loan under the Credit Agreement to $12 million commencing on October 1, 2021, with further reductions of $1 million each on November 1 and December 1, 2021, (iii) increase the monthly payments required by AVCT under the term loan under the Credit Agreement to $800,000 and (iv) increase the applicable interest rates under the loans.
The foregoing description of the Seventh Amendment does not purport to be complete and is qualified in its entirety by the terms and conditions of the Seventh Amendment, which is filed as Exhibit 10.1 to this Current Report on Form 8-K and is incorporated herein by reference.
Item 9.01. Financial Statements and Exhibits.
|10.1||Seventh Amendment to Loan Documents, dated as of June 24, 2021.|
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/ Thomas King|
|Name:||Thomas H. King|
|Title:||Chief Financial Officer|
Date: June 25, 2021