3//SEC Filing
NAVIGATION CAPITAL PARTNERS, INC. 3
Accession 0001213900-21-004378
CIK 0001704760other
Filed
Jan 25, 7:00 PM ET
Accepted
Jan 26, 4:09 PM ET
Size
11.3 KB
Accession
0001213900-21-004378
Insider Transaction Report
Form 3
NAVIGATION CAPITAL PARTNERS, INC.
10% Owner
Holdings
- (indirect: Please see footnotes)
Warrants
From: 2020-12-01Exp: 2025-12-01→ Common Stock (630,561 underlying) - (indirect: Please see footnotes)
Series A Convertible Debenture
From: 2020-12-01→ Common Stock (1,827,712 underlying)
SPAC Opportunity Partners, LLC
10% Owner
Holdings
- (indirect: Please see footnotes)
Warrants
From: 2020-12-01Exp: 2025-12-01→ Common Stock (630,561 underlying) - (indirect: Please see footnotes)
Series A Convertible Debenture
From: 2020-12-01→ Common Stock (1,827,712 underlying)
Footnotes (5)
- [F1]This Form 3 is being filed by Navigation Capital Partners, Inc. ("Navigation Capital") and SPAC Opportunity Partners, LLC ("SPAC Opps" and together with Navigation Capital, the "Reporting Persons"). This Form 3 is being filed late due to an administrative error.
- [F2]The following securities were transferred to SPAC Opps by Pensare Sponsor Group, LLC ("Sponsor") on June 29, 2020 as repayment in full of an inter-company loan made to Sponsor by SPAC Opps: (i) $6,305,608.88 aggregate principal amount of Series A Convertible Debentures ("Debentures"), which are initially convertible into 1,827,712 shares of the Issuer's common stock, par value $0.001 per share ("Common Stock"); and (ii) warrants to purchase 630,561 shares of Common Stock ("Warrants"). The reported securities are directly held by SPAC Opps, which is controlled by Navigation Capital. As a result, Navigation Capital may be deemed to indirectly beneficially own the reported securities. The reported securities were initially acquired by Sponsor on April 7, 2020. The Reporting Persons disclaim beneficial ownership of such securities except to the extent of their pecuniary interest therein.
- [F3]The Warrants are immediately exercisable, have an exercise price of $0.01 per whole share and expire on April 7, 2025. The number of shares issuable upon exercise of the Warrants is subject to customary adjustments for stock dividends, stock splits, reclassifications and the like.
- [F4]The Debentures are immediately convertible at the option of the holder into shares of Common Stock at an initial conversion price of $3.45 per share. The Debentures are initially convertible into 1,827,712 shares of Common Stock, subject to adjustment. 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 the Debentures, 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). (continued to footnote 5)
- [F5](continued from footnote 4) The Debentures are 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. 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.
Documents
Issuer
American Virtual Cloud Technologies, Inc.
CIK 0001704760
Entity typeother
IncorporatedDE
Related Parties
1- filerCIK 0001809677
Filing Metadata
- Form type
- 3
- Filed
- Jan 25, 7:00 PM ET
- Accepted
- Jan 26, 4:09 PM ET
- Size
- 11.3 KB