Current Report Filing (8-k)
December 21 2022 - 4:06PM
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UNITED
STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM
8-K
CURRENT
REPORT
Pursuant
to Section 13 or 15(d) of the
Securities Exchange Act of 1934
Date
of report (Date of earliest event reported): December 15, 2022
American
Virtual Cloud Technologies, Inc.
(Exact Name of registrant as Specified in Charter)
Delaware |
|
001-38167 |
|
81-2402421 |
(State or other jurisdiction
of incorporation) |
|
(Commission File Number) |
|
(IRS Employer
Identification No.) |
1720 Peachtree
Street, Suite 629
Atlanta, GA |
|
30309 |
(Address
of principal executive offices) |
|
(Zip
code) |
(404)
239-2863
(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)) |
Securities
registered pursuant to Section 12(b) of the Act:
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
5.02. Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of
Certain Officers.
Effective
as of December 15, 2022, the Board of Directors (the “Board”) of American Virtual Cloud Technologies, Inc. (the “Company”)
appointed Charles Sweet to the Board, filling an existing vacancy.
Mr.
Sweet, age 66, is President of IRC Consulting, Inc., an independent advisory practice he established in 1998. He also serves on the advisory
council of Cyprium Partners, a private investment firm. He has previously served as Chief Executive Officer of Bennett Marine, Inc.,
BMJ Medical Management, Inc., Intrepid USA, Inc., Petropac Solutions, Inc., Physician Health Corporation, Response Oncology, Inc., Sarcom,
Inc. and Snelling Holdings, LLC. Mr. Sweet also currently serves on the boards of two private companies, and has previously served on
the boards of numerous companies.
In
connection with Mr. Sweet’s appointment, the Company entered into a letter agreement with Mr. Sweet pursuant to which, among other
things, Mr. Sweet will be entitled to receive a fee of $20,000 per month for service on the Board, and containing customary confidentiality
obligations.
SIGNATURE
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/ Kevin Keough |
|
|
Name: |
Kevin Keough
|
|
|
Title: |
Chief Executive Officer |
Date:
December 21, 2022
2
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