AMERICAN VIRTUAL CLOUD TECHNOLOGIES, INC. : entering into a material definitive agreement, creating a direct financial obligation or an obligation under an off-balance sheet arrangement of a holder, other events, financial statements and exposures (Form 8-K)

Article 1.01. The conclusion of an important definitive agreement.

At September 16, 2021, American Virtual Cloud Technologies, Inc. (the “Company”) has issued a promissory note (the “Note” to a third party lender, evidencing a loan in the principal amount of $ 5,000,000 granted to the Company by the lender on that date (the “Loan”). Under the terms of the note, the loan bears interest at a rate of 12% per annum and is payable in full on September 16, 2022, or earlier upon the occurrence of certain specified events. Upon full payment of the loan, the lender is entitled to receive, in addition to the principal of the loan and any accrued but unpaid interest, an amount sufficient for the lender to receive, in total, a return of 25% on the original principal. of the ticket.

The foregoing description of the ticket does not purport to be complete and is qualified in its entirety by the terms and conditions of the ticket, which is filed as Exhibit 10.1 of this current report on Form 8-K and is incorporated herein by reference.

Article 2.03. Creation of a direct financial obligation or obligation under an off-balance sheet arrangement of a registrant.

The information contained in Section 1.01 is incorporated herein by reference.

Item 8.01. Other Events.

At September 16, 2021, the Company issued a press release regarding, among other things, the conversion of its outstanding debentures and the Company’s plan to focus its strategy on acquisitions and organic growth of its cloud technology business as well as to explore strategic opportunities for its IT solutions business, including the planned divestiture of Computex Technology Group. A copy of the press release is provided as Exhibit 99.1 of this current report on Form 8-K and is incorporated herein by reference.

Article 9.01. Financial statements and supporting documents.

(d) Exhibits.



Exhibit No.                                     Exhibit
10.1            Promissory Note, dated September 16, 2021.
99.1            Press release, dated September 16, 2021.
104            Cover Page Interactive Data File (embedded within the Inline XBRL document)




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