Sec Form 13D Filing - NAVIGATION CAPITAL PARTNERS II L.P. filing for American Virtual Cloud Technologies Inc. (AVCT) - 2021-10-06

 

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

 

SCHEDULE 13D

 

Under the Securities Exchange Act of 1934

(Amendment No. 3)*

 

American Virtual Cloud Technologies, Inc.

(Name of Issuer)

 

Common Stock, $0.001 par value

(Title of Class of Securities)

 

030382105

(CUSIP Number)

 

Stratos Management Systems Holdings, LLC 2870 Peachtree Rd NW, Unit 509 Atlanta, GA 30305 Attention: Larry Mock (713) 331-4250

(Name, Address and Telephone Number of Person Authorized to Receive Notices and Communications)

September 8, 2021

(Date of Event which Requires Filing of this Statement)

 

If the filing person has previously filed a statement on Schedule 13G to report the acquisition that is the subject of this Schedule 13D, and is filing this schedule because of §§ 240.13d-1(e), 240.13d-1(f) or 240.13d-1(g), check the following box. ☐

 

Note: Schedules filed in paper format shall include a signed original and five copies of the schedule, including all exhibits. See § 240.13d-7 for other parties to whom copies are to be sent.

 

* The remainder of this cover page shall be filled out for a reporting person’s initial filing on this form with respect to the subject class of securities, and for any subsequent amendment containing information which would alter disclosures provided in a prior cover page.

 

The information required on the remainder of this cover page shall not be deemed to be “filed” for the purpose of Section 18 of the Securities Exchange Act of 1934 (“Act”) or otherwise subject to the liabilities of that section of the Act but shall be subject to all other provisions of the Act (however, see the Notes).

 

 

 

SCHEDULE 13D/A

 

CUSIP No. 030382105

  

1	Names of Reporting Persons   Navigation Capital Partners II, L.P.

2	Check the Appropriate Box if a Member of a Group
	(a) ☐ (b) ☐
3	SEC Use Only
4	Source of Funds
	WC
5	Check if Disclosure of Legal Proceedings Is Required Pursuant to Items 2(d) or 2(e)
	☐
6	Citizenship or Place of Organization
	Delaware

NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH	7	Sole Voting Power
		0
	8	Shared Voting Power
		16,975,447(1)
	9	Sole Dispositive Power
		0
	10	Shared Dispositive Power
		16,975,447(1)

11	Aggregate Amount Beneficially Owned by Reporting Person
	16,975,447(1)
12	Check Box if the Aggregate Amount in Row (11) Excludes Certain Shares
	☐
13	Percent of Class Represented by Amount in Row (11)
	28.6% (2)
14	Type of Reporting Person
	PN

 

(1)

Consists of 16,975,447 shares of common stock, par value $0.001 per share (the “Common Stock”) of American Virtual Cloud Technologies, Inc. (the “Issuer”) held directly by Stratos Management Systems Holdings, LLC (“Holdings”). Navigation Capital Partners II, L.P., a Delaware limited partnership (“Navigation Capital”) controls Holdings and, as a result, may be deemed to indirectly beneficially own the securities held by Holdings.

(2)

Based on 59,454,417 shares of Common Stock outstanding as of September 8, 2021.

 

 

CUSIP No. 030382105

 

1	Names of Reporting Persons   NCP General Partner II, LLC

2	Check the Appropriate Box if a Member of a Group
	(a) ☐ (b) ☐
3	SEC Use Only
4	Source of Funds
	AF
5	Check if Disclosure of Legal Proceedings Is Required Pursuant to Items 2(d) or 2(e)
	☐
6	Citizenship or Place of Organization
	Delaware

NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH	7	Sole Voting Power
		0
	8	Shared Voting Power
		16,975,447 (1)
	9	Sole Dispositive Power
		0
	10	Shared Dispositive Power
		16,975,447 (1)

11	Aggregate Amount Beneficially Owned by Reporting Person
	16,975,447 (1)
12	Check Box if the Aggregate Amount in Row (11) Excludes Certain Shares
	☐
13	Percent of Class Represented by Amount in Row (11)
	28.6% (2)
14	Type of Reporting Person
	HC, OO

 

	(1)	Consists of 16,975,447 shares of Common Stock held directly by Holdings. NCP General Partner II, LLC, a Delaware limited liability company (“NCP GP”), is the general partner of Navigation Capital, an entity that controls Holdings and, as a result, NCP GP may be deemed to indirectly beneficially own the securities held by Holdings.
	(2)	Based on 59,454,417 shares of Common Stock outstanding as of September 8, 2021.

 

 

CUSIP No. 030382105

 

1	Names of Reporting Persons   Lawrence E. Mock, Jr.

2	Check the Appropriate Box if a Member of a Group
	(a) ☐ (b) ☐
3	SEC Use Only
4	Source of Funds
	AF
5	Check if Disclosure of Legal Proceedings Is Required Pursuant to Items 2(d) or 2(e)
	☐
6	Citizenship or Place of Organization
	United States of America

NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH	7	Sole Voting Power
		0
	8	Shared Voting Power
		27,231,873 (1)(2)(3)(4)
	9	Sole Dispositive Power
		0
	10	Shared Dispositive Power
		27,231,873 (1)(2)(3)(4)

11	Aggregate Amount Beneficially Owned by Reporting Person
	27,231,873 (1)(2)(3)(4)
12	Check Box if the Aggregate Amount in Row (11) Excludes Certain Shares
	☐
13	Percent of Class Represented by Amount in Row (11)
	45.8% (5)
14	Type of Reporting Person
	IN

 

	(1)	Includes 16,975,447 shares of Common Stock held directly by Holdings. Lawrence E. Mock (“Mr. Mock”) is a manager of NCP GP, which is the general partner of Navigation Capital, which controls Holdings.  As a result, Mr. Mock may be deemed to indirectly beneficially own the securities held by Holdings. Mr. Mock disclaims beneficial ownership of such securities except to the extent of his pecuniary interest therein.
	(2)	Includes 216,702 shares of Common Stock held directly by Nobadeer L.P. (“Nobadeer”). Mr. Mock is the general partner of Nobadeer, and as a result, may be deemed to indirectly beneficially own the securities held by Nobadeer. Mr. Mock disclaims beneficial ownership of such securities except to the extent of his pecuniary interest therein.
	(3)	Includes 10,039,724 shares of Common Stock held directly by Navigation Capital Partners SOF I, LLC (“Investment Sub”). Investment Sub is a direct wholly-owned subsidiary of SPAC Opportunity Fund I, L.P. (“New SPAC Opps”), an entity controlled by Navigation Capital Partners, Inc. (“SPAC NCP”). Mr. Mock controls SPAC NCP, and as a result, may be deemed to indirectly beneficially own the securities held by SPAC NCP, New SPAC Opps and Investment Sub. Mr. Mock disclaims beneficial ownership of such securities except to the extent of his pecuniary interest therein.

 

On July 1, 2021, SPAC Opportunity Partners, LLC contributed its entire ownership interest in Investment Sub (formerly known as SPAC Opportunity Partners Investment Sub, LLC) to New SPAC Opps. Investment Sub was previously wholly owned by SPAC Opportunity Partners, LLC.

(4)

Based on 59,454,417 shares of Common Stock outstanding as of September 8, 2021.

 

CUSIP No. 030382105

 

1	Names of Reporting Persons   John S. Richardson

2	Check the Appropriate Box if a Member of a Group
	(a) ☐ (b) ☐
3	SEC Use Only
4	Source of Funds
	AF
5	Check if Disclosure of Legal Proceedings Is Required Pursuant to Items 2(d) or 2(e)
	☐
6	Citizenship or Place of Organization
	United States of America

NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH	7	Sole Voting Power
		0
	8	Shared Voting Power
		16,975,447 (1)
	9	Sole Dispositive Power
		0
	10	Shared Dispositive Power
		16,975,447 (1)

11	Aggregate Amount Beneficially Owned by Reporting Person
	16,975,447 (1)
12	Check Box if the Aggregate Amount in Row (11) Excludes Certain Shares
	☐
13	Percent of Class Represented by Amount in Row (11)
	28.6% (2)
14	Type of Reporting Person
	IN

 

	(1)	Consists of 16,975,447 shares of Common Stock held directly by Holdings. John S. Richardson (“Mr. Richardson”) is a manager of NCP GP, which is the general partner of Navigation Capital, which controls Holdings.  As a result, Mr. Richardson may be deemed to indirectly beneficially own the securities held by Holdings. Mr. Richardson disclaims beneficial ownership of such securities except to the extent of his pecuniary interest therein.
	(2)	Based on 59,454,417 shares of Common Stock outstanding as of September 8, 2021.

 

 

CUSIP No. 030382105

 

1	Names of Reporting Persons   Stratos Management Systems Holdings, LLC

2	Check the Appropriate Box if a Member of a Group
	(a) ☐ (b) ☐
3	SEC Use Only
4	Source of Funds
	AF
5	Check if Disclosure of Legal Proceedings Is Required Pursuant to Items 2(d) or 2(e)
	☐
6	Citizenship or Place of Organization
	Delaware

NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH	7	Sole Voting Power
		0
	8	Shared Voting Power
		16,975,447 (1)
	9	Sole Dispositive Power
		0
	10	Shared Dispositive Power
		16,975,447 (1)

11	Aggregate Amount Beneficially Owned by Each Reporting Person
	16,975,447 (1)
12	Check Box if the Aggregate Amount in Row (11) Excludes Certain Shares
	☐
13	Percent of Class Represented by Amount in Row (11)
	28.6% (2)
14	Type of Reporting Person
	OO

 

	(1)	Consists of 16,975,447 shares of Common Stock held directly by Holdings.
	(2)	Based on 59,454,417 shares of Common Stock outstanding as of September 8, 2021.

 

 

CUSIP No. 030382105

 

1	Names of Reporting Persons   Navigation Capital Partners, Inc.

2	Check the Appropriate Box if a Member of a Group
	(a) ☐ (b) ☐
3	SEC Use Only
4	Source of Funds
	AF
5	Check if Disclosure of Legal Proceedings Is Required Pursuant to Items 2(d) or 2(e)
	☐
6	Citizenship or Place of Organization
	Delaware

NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH	7	Sole Voting Power
		0
	8	Shared Voting Power
		10,039,724 (1)
	9	Sole Dispositive Power
		0
	10	Shared Dispositive Power
		10,039,724 (1)

11	Aggregate Amount Beneficially Owned by Reporting Person
	10,039,724 (1)
12	Check Box if the Aggregate Amount in Row (11) Excludes Certain Shares
	☐
13	Percent of Class Represented by Amount in Row (11)
	16.9% (2)
14	Type of Reporting Person
	CO

 

(1)

Consists of 10,039,724 shares of Common Stock held directly by Investment Sub. Investment Sub is a direct wholly-owned subsidiary of New SPAC Opps, an entity controlled by SPAC NCP, and, as a result, SPAC NCP may be deemed to indirectly beneficially own the securities held by Investment Sub.

 

On July 1, 2021, SPAC Opportunity Partners, LLC contributed its entire ownership interest in Investment Sub (formerly known as SPAC Opportunity Partners Investment Sub, LLC) to New SPAC Opps. Investment Sub was previously wholly owned by SPAC Opportunity Partners, LLC.

(2)

Based on 59,454,417 shares of Common Stock outstanding as of September 8, 2021.

 

 

CUSIP No. 030382105

 

1	Names of Reporting Persons   SPAC Opportunity Fund I, L.P.

2	Check the Appropriate Box if a Member of a Group
	(a) ☐ (b) ☐
3	SEC Use Only
4	Source of Funds
	WC, AF
5	Check if Disclosure of Legal Proceedings Is Required Pursuant to Items 2(d) or 2(e)
	☐
6	Citizenship or Place of Organization
	Delaware

NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH	7	Sole Voting Power
		0
	8	Shared Voting Power
		10,039,724 (1)
	9	Sole Dispositive Power
		0
	10	Shared Dispositive Power
		10,039,724 (1)

11	Aggregate Amount Beneficially Owned by Reporting Person
	10,039,724 (1)
12	Check Box if the Aggregate Amount in Row (11) Excludes Certain Shares
	☐
13	Percent of Class Represented by Amount in Row (11)
	16.9% (4)
14	Type of Reporting Person
	OO

 

(1)

Consists of 10,039,724 shares of Common Stock held directly by Investment Sub. Investment Sub is a direct wholly-owned subsidiary of New SPAC Opps and, as a result, New SPAC Opps may be deemed to indirectly beneficially own the securities held by Investment Sub.

 

On July 1, 2021, SPAC Opportunity Partners, LLC contributed its entire ownership interest in Investment Sub (formerly known as SPAC Opportunity Partners Investment Sub, LLC) to New SPAC Opps. Investment Sub was previously wholly owned by SPAC Opportunity Partners, LLC.

(2)

Based on 59,454,417 shares of Common Stock outstanding as of September 8, 2021.

 

 

CUSIP No. 030382105

 

1	Names of Reporting Persons   Navigation Capital Partners SOF I, LLC

2	Check the Appropriate Box if a Member of a Group
	(a) ☐ (b) ☐
3	SEC Use Only
4	Source of Funds
	WC
5	Check if Disclosure of Legal Proceedings Is Required Pursuant to Items 2(d) or 2(e)
	☐
6	Citizenship or Place of Organization
	Delaware

NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH	7	Sole Voting Power
		0
	8	Shared Voting Power
		10,039,724 (1)
	9	Sole Dispositive Power
		0
	10	Shared Dispositive Power
		10,039,724 (1)

11	Aggregate Amount Beneficially Owned by Reporting Person
	10,039,724 (1)
12	Check Box if the Aggregate Amount in Row (11) Excludes Certain Shares
	☐
13	Percent of Class Represented by Amount in Row (11)
	16.9% (2)
14	Type of Reporting Person
	OO

 

	(1)	Consists of 10,039,724 shares of Common Stock held directly by Investment Sub.
	(2)	Based on 59,454,417 shares of Common Stock outstanding as of September 8, 2021.

 

 

Responses to each item of this Statement on Schedule 13D are incorporated by reference into the response to each other item, as applicable.

 

This statement (this “Amendment No. 3”) amends the amended and restated Schedule 13D filed with the U.S. Securities and Exchange Commission (the “SEC”) on January 26, 2021 (as amended to date, the “Schedule 13D”), and is being filed by (i) Navigation Capital Partners II, L.P., a Delaware limited partnership (“Navigation Capital”), (ii) NCP General Partner II, LLC, a Delaware limited liability company, and the general partner of Navigation Capital (“NCP GP”), (iii) Stratos Management Systems Holdings, LLC, a Delaware limited liability company (“Holdings”), (iv) Navigation Capital Partners SOF I, LLC, a Delaware limited liability company and a direct wholly-owned subsidiary of New SPAC Opps (as defined below) (“Investment Sub”), (v) SPAC Opportunity Fund I, L.P., a Delaware limited liability company (“New SPAC Opps ”), (vi) Navigation Capital Partners, Inc., a Delaware corporation which controls New SPAC Opps (“SPAC NCP”), (vii) Lawrence E. Mock, a citizen of the United States of America (“Mr. Mock”) and (x) a manager of NCP GP and (y) an officer that controls SPAC NCP, and (viii) John S. Richardson, a citizen of the United States of America (“Mr. Richardson” and collectively with Navigation Capital, NCP GP, Holdings, Investment Sub, New SPAC Opps, SPAC NCP and Mr. Mock, the “Reporting Persons”) and a manager of NCP GP, with respect to the common stock, par value $0.001 per share (the “Common Stock”), of American Virtual Cloud Technologies, Inc., a Delaware corporation (referred to herein as the “Issuer”).

 

On July 1, 2021, SPAC Opportunity Partners, LLC contributed its entire ownership interest in Investment Sub (formerly known as SPAC Opportunity Partners Investment Sub, LLC) to New SPAC Opps. Investment Sub was previously wholly owned by SPAC Opportunity Partners, LLC.

 

Except as amended and supplemented hereby, there has been no change in the information contained in the Schedule 13D.

 

Item 1.

Security and Issuer

 

The information regarding the securities and the Issuer contained in “Item 1. Security and Issuer” contained in the Schedule 13D is not being amended by this Amendment No. 3.

 

Item 2.

Identity and Background

 

“Item 2. Identity and Background” is hereby amended and restated as follows:

 

(a)	This statement is jointly filed pursuant to an Amended and Restated Joint Filing Statement attached hereto as Exhibit 10 by and among: (i) Navigation Capital Partners II, L.P., a Delaware limited partnership (“Navigation Capital”), (ii) NCP General Partner II, LLC, a Delaware limited liability company, and the general partner of Navigation Capital (“NCP GP”), (iii) Stratos Management Systems Holdings, LLC, a Delaware limited liability company (“Holdings”), (iv) Navigation Capital Partners SOF I, LLC, a Delaware limited liability company and a direct wholly-owned subsidiary of New SPAC Opps (as defined below) (“Investment Sub”), (v) SPAC Opportunity Fund I, L.P., a Delaware limited liability company (“New SPAC Opps”), (vi) Navigation Capital Partners, Inc., a Delaware corporation which controls New SPAC Opps (“SPAC NCP”), (vii) Lawrence E. Mock, a citizen of the United States of America (“Mr. Mock”) and (x) a manager of NCP GP and (y) an officer that controls SPAC NCP, and (viii) John S. Richardson, a citizen of the United States of America (“Mr. Richardson” and collectively with Navigation Capital, NCP GP, Holdings, Investment Sub, New SPAC Opps, SPAC NCP and Mr. Mock, the “Reporting Persons”) and a manager of NCP GP.
(b)	The address of the principal business office of the Reporting Persons is 2870 Peachtree Rd NW, Unit 509, Atlanta, GA 30305. Mr. Mock and Mr. Richardson are individuals with a business address at 2870 Peachtree Rd NW, Unit 509, Atlanta GA 30305.
(c)	The principal business of Navigation Capital is investing in high growth, middle market operating companies throughout the Southern United States of America. The principal business of NCP GP is to serve as the general partner of Navigation Capital. The principal business of Holdings is the provision of solutions committed to helping clients grow and evolve their business through technology. The principal business of SPAC NCP is to serve as a management company for New SPAC Opps and certain other entities. The principal business of New SPAC Opps and Investment Sub is to invest in growing businesses.
(d)	During the last five years, none of the Reporting Persons has been convicted in a criminal proceeding (excluding traffic violations or similar misdemeanors).
(e)	During the last five years, none of the Reporting Persons was a party to a civil proceeding of a judicial or administrative body of competent jurisdiction and as a result of such proceeding was or is subject to a judgment, decree or final order (1) enjoining future violations of, or prohibiting or mandating activities subject to, federal or state securities laws, or (2) finding any violation with respect to such laws.
(f)	Navigation Capital and New SPAC Opps are Delaware limited partnerships. NCP GP, Holdings and Investment Sub are Delaware limited liability companies. SPAC NCP is a Delaware corporation. Mr. Mock and Mr. Richardson are both citizens of the United States of America.

 

 

Item 3.

Source and Amount of Funds or Other Consideration

 

The information contained in “Item 3. Source and Amount of Funds or Other Consideration” contained in the Schedule 13D is not being amended by this Amendment No. 3.

 

Item 4.

Purpose of Transaction

 

“Item 4. Purpose of Transaction” is hereby amended to add the following:

 

On July 1, 2021, SPAC Opportunity Partners, LLC contributed its entire ownership interest in Investment Sub (formerly known as SPAC Opportunity Partners Investment Sub, LLC) to New SPAC Opps. Investment Sub was previously wholly owned by SPAC Opportunity Partners, LLC.

 

On September 8, 2021, the unpaid principal amount (together with all accrued but unpaid interest thereon) of the Series A Convertible Debentures and Series A-1 Convertible Debentures (the “Debentures”) held by Holdings, Investment Sub and Nobadeer L.P. (“Nobadeer”) automatically converted into shares of Common Stock at a conversion price of $3.45 (the “Mandatory Conversions”). The Mandatory Conversions were triggered by the closing price of the Common Stock on the Nasdaq Capital Market exceeding $6.00 for 40 trading days within a consecutive 60 trading day-period. In the Mandatory Conversions, Holdings received 6,673,731 shares of Common Stock, Investment Sub received 7,616,242 shares of Common Stock and Nobadeer received 166,843 shares of Common Stock.

 

On September 10, 2021, Investment Sub elected to exercise each of its 24,295 warrants (each such warrant entitling the holder thereof to purchase 100 shares of the Issuer’s Common Stock at a price of $0.01 per share), and paid the exercise price on a cashless basis, resulting in the Issuer’s withholding of 6,079 of the warrant shares to pay the exercise price and issuing to Investment Sub the remaining 2,423,482 shares of Common Stock.

 

On September 10, 2021, Holdings elected to exercise each of its 20,000 warrants (each such warrant entitling the holder thereof to purchase 100 shares of the Common Stock at a price of $0.01 per share), and paid the exercise price on a cashless basis, resulting in the Issuer’s withholding of 5,005 of the warrant shares to pay the exercise price and issuing to Holdings the remaining 1,994,995 shares of Common Stock.

 

On September 16, 2021, Nobadeer elected to exercise each of its 500 warrants (each such warrant entitling the holder thereof to purchase 100 shares of Common Stock at a price of $0.01 per share), and paid the exercise price on a cashless basis, resulting in the Issuer’s withholding of 141 of the warrant shares to pay the exercise price and issuing to Nobadeer the remaining 49,859 shares of Common Stock.

 

 

Item 5.

Interest in Securities of the Issuer

 

“Item 5. Interest in Securities of the Issuer” of the Schedule 13D is hereby amended and restated as follows: 

 

	(a)
		●	Holdings directly owns 16,975,447 shares of Common Stock, representing approximately 28.6% of the Common Stock of the Issuer.
		●	Navigation Capital, as the controlling member of Holdings, may, pursuant to Rule 13d-3, be deemed to beneficially own 16,975,447 shares of Common Stock, representing approximately 28.6% of the Common Stock of the Issuer. Navigation Capital disclaims beneficial ownership of such securities except to the extent of its pecuniary interest therein.
		●	NCP GP, as the general partner of Navigation Capital, and Mr. Richardson, as a manager of NCP GP, may, pursuant to Rule 13d-3, be deemed to beneficially own 16,975,447 shares of Common Stock, representing approximately 28.6% of the Common Stock of the Issuer for NCP GP and Mr. Richardson. Each of NCP GP and Mr. Richardson disclaim beneficial ownership of such securities except to the extent of their pecuniary interest therein.
		●	Investment Sub directly owns 10,039,724 shares of Common Stock, representing approximately 16.9% of the Common Stock of the Issuer.
		●	New SPAC Opps, as the sole member of Investment Sub, may, pursuant to Rule 13d-3, be deemed to beneficially own 10,039,724 shares of Common Stock, which represents approximately 16.9% of the Common Stock of the Issuer. New SPAC Opps disclaims beneficial ownership of the securities held directly by Investment Sub except to the extent of its pecuniary interest therein.
		●	SPAC NCP, as the manager of New SPAC Opps, may, pursuant to Rule 13d-3, be deemed to beneficially own 10,039,724 shares of Common Stock, representing approximately 16.9% of the Common Stock of the Issuer. SPAC NCP disclaims beneficial ownership of such securities except to the extent of its pecuniary interest therein.
		●	Mr. Mock, as a manager of NCP GP, may, pursuant to Rule 13d-3, be deemed to beneficially own 16,975,447 shares of Common Stock held directly by Holdings. Mr. Mock, given his ability to control SPAC NCP, may, pursuant to Rule 13d-3, be deemed to beneficially own 10,039,724 shares of Common Stock held directly by Investment Sub. In addition, Nobadeer, an unaffiliated entity of all of the Reporting Persons, except for Mr. Mock, directly holds 216,702 shares of Common Stock. Mr. Mock is the general partner of Nobadeer, and as a result, may be deemed to indirectly beneficially own securities held by Nobadeer. The foregoing securities, in the aggregate, represent approximately 45.8% of the Common Stock of the Issuer. Mr. Mock disclaims beneficial ownership of such securities except to the extent of his pecuniary interest therein.

 

 

The percentages set forth in Item 5(a) are based on 59,454,417 shares of Common Stock outstanding as of September 8, 2021.

 

Each of the Reporting Persons may be deemed to be a member of a group with respect to the Issuer or securities of the Issuer for the purposes of Section 13(d) or 13(g) of the Act. Each of the Reporting Persons disclaims beneficial ownership of all of the shares of Common Stock included in this report, except to the extent of any pecuniary interests therein, and the filing of this report shall not be construed as an admission that any such person or entity is the beneficial owner of any such securities for purposes of Section 13(d) or 13(g) of the Securities Exchange Act of 1934, as amended, or for any other purpose.

 

	(b)	The information set forth in Items 7 through 11 of the cover pages hereto is incorporated herein by reference.
	(c)	Except as described herein, none of the Reporting Persons has effected any transaction in the Issuer’s Common Stock during the past 60 days.
	(d)	As of the date hereof, to the best knowledge and belief of the undersigned, except as otherwise reported herein, no person other than the Reporting Persons have the right to receive or the power to direct the receipt of dividends from, or the proceeds from the sale of, the securities reported herein.

 

(e)

Not Applicable

 

Item 6.

Contracts, Arrangements, Understandings or Relationships with Respect to Securities of the Issuer

 

The information contained in “Item 6. Contracts, Arrangements, Understandings or Relationships with Respect to Securities of the Issuer” contained in the Schedule 13D is not being amended by this Amendment No. 3.

 

Item 7.

Material to Be Filed as Exhibits

 

“Item 7. Material to Be Filed as Exhibits” is hereby amended to add the following:

 

Exhibit 10

Amended and Restated Joint Filing Agreement, dated as of October 7, 2021, by and among the Reporting Persons (filed herewith).

 

 

Signature

 

After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct.

 

Date: October 7, 2021	Navigation Capital Partners II, L.P.
	By: NCP General Partner II, LLC, its general partner
	Signature:	/s/ Lawrence E. Mock
	Name:	Lawrence E. Mock
	Title:	Manager
	NCP General Partner II, LLC
	Signature:	/s/ Lawrence E. Mock
	Name:	Lawrence E. Mock
	Title:	Manager
	Lawrence E. Mock
	Signature:	/s/ Lawrence E. Mock

 

	John S. Richardson
	Signature:	/s/ John S. Richardson
	Stratos Management Systems Holdings, LLC
	Signature:	/s/ Lawrence E. Mock
	Name:	Lawrence E. Mock
	Title:	Chief Executive Officer and President
	Navigation Capital Partners, Inc.
	Signature:	/s/ Lawrence E. Mock
	Name:	Lawrence E. Mock
	Title:	Managing Partner
	SPAC Opportunity Fund I, L.P.
	Signature:	/s/ Lawrence E. Mock
	Name:	Lawrence E. Mock
	Title:	Manager
	Navigation Capital Partners SOF I, LLC
	Signature:	/s/ Lawrence E. Mock
	Name:	Lawrence E. Mock
	Title:	Manager

 

 

 

14