4//SEC Filing
NAVIGATION CAPITAL PARTNERS, INC. 4
Accession 0001213900-21-004382
CIK 0001704760other
Filed
Jan 25, 7:00 PM ET
Accepted
Jan 26, 4:12 PM ET
Size
12.1 KB
Accession
0001213900-21-004382
Insider Transaction Report
Form 4
SPAC Opportunity Partners, LLC
10% Owner
Transactions
- Other
Series A-1 Convertible Debentures
2020-12-01(indirect: Please see footnotes)Exercise: $3.45From: 2020-12-01→ Common Stock (2,898,550 underlying) - Other
Warrants
2020-12-01+1,000,000→ 1,000,000 total(indirect: Please see footnotes)Exercise: $0.01From: 2020-12-01Exp: 2025-12-01→ Common Stock (1,000,000 underlying)
NAVIGATION CAPITAL PARTNERS, INC.
10% Owner
Transactions
- Other
Warrants
2020-12-01+1,000,000→ 1,000,000 total(indirect: Please see footnotes)Exercise: $0.01From: 2020-12-01Exp: 2025-12-01→ Common Stock (1,000,000 underlying) - Other
Series A-1 Convertible Debentures
2020-12-01(indirect: Please see footnotes)Exercise: $3.45From: 2020-12-01→ Common Stock (2,898,550 underlying)
Footnotes (3)
- [F1]On December 1, 2020, SPAC Opportunity Partners Investment Sub, LLC ("Investment Sub") purchased 10,000 units of the Issuer's securities at a price of $1,000 per unit, pursuant to that certain securities purchase agreement, dated as of December 1, 2020, by and among Investment Sub, the Issuer and the other parties specified therein, with each unit consisting of (i) $1,000 in principal amount of the Issuer's Series A-1 convertible debentures and (ii) one warrant to purchase 100 shares of the Issuer's common stock. Investment Sub will have the right to the full underlying share amount when the Issuer obtains the requisite stockholder approval to issue the full amount of underlying shares.
- [F2]Investment Sub is a direct wholly-owned subsidiary of SPAC Opportunity Partners, LLC ("SPAC Opps"), an entity controlled by Navigation Capital Partners, Inc. ("Navigation Capital" and together with SPAC Opps, the "Reporting Persons"). As a result, the Reporting Persons may be deemed to indirectly beneficially own the reported securities. The Reporting Persons each disclaim beneficial ownership of such securities to the extent of their pecuniary interest therein.
- [F3]The expiration date is the date that the principal amount of the Series A-1 convertible debenture (together with all accrued but unpaid interest thereon) is paid in full, subject to mandatory conversion in whole pursuant to the terms thereof. The entire principal sum amount of the Series A-1 convertible debenture, together with accrued and unpaid interest thereon, is due and payable on the earlier to occur of (i) such date, commencing on or after the 30 month anniversary of December 1, 2020, as the holder, 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 therein).
Documents
Issuer
American Virtual Cloud Technologies, Inc.
CIK 0001704760
Entity typeother
IncorporatedDE
Related Parties
1- filerCIK 0001809677
Filing Metadata
- Form type
- 4
- Filed
- Jan 25, 7:00 PM ET
- Accepted
- Jan 26, 4:12 PM ET
- Size
- 12.1 KB