Statement of Changes in Beneficial Ownership (4)

FORM 4

[ ] Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).

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

STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP OF SECURITIES

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Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934 or Section 30(h) of the Investment Company Act of 1940

1. Name and Address of Reporting Person * MAYS DARRELL J.	2. Issuer Name and Ticker or Trading Symbol American Virtual Cloud Technologies, Inc. [ AVCT ]	5. Relationship of Reporting Person(s) to Issuer (Check all applicable) __X__ Director                    __X__ 10% Owner __X__ Officer (give title below)    _____ Other (specify below) Chief Executive Officer
(Last)          (First)          (Middle) AMERICAN VIRTUAL CLOUD TECHNOLOGIES INC., 1720 PEACHTREE STREET, SUITE 629	3. Date of Earliest Transaction (MM/DD/YYYY) 4/22/2020
(Street) ATLANTA, GA 30309 (City)        (State)        (Zip)	4. If Amendment, Date Original Filed (MM/DD/YYYY)	6. Individual or Joint/Group Filing (Check Applicable Line) _X _ Form filed by One Reporting Person ___ Form filed by More than One Reporting Person

Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
1.Title of Security (Instr. 3)	2. Trans. Date	2A. Deemed Execution Date, if any	3. Trans. Code (Instr. 8)		4. Securities Acquired (A) or Disposed of (D) (Instr. 3, 4 and 5)			5. Amount of Securities Beneficially Owned Following Reported Transaction(s) (Instr. 3 and 4)	6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
			Code	V	Amount	(A) or (D)	Price
Common Stock	4/22/2020		P		125000	A	(1)	125000	D
Common Stock								5818500	I	See footnote (2)

Table II - Derivative Securities Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivate Security (Instr. 3)	2. Conversion or Exercise Price of Derivative Security	3. Trans. Date	3A. Deemed Execution Date, if any	4. Trans. Code (Instr. 8)		5. Number of Derivative Securities Acquired (A) or Disposed of (D) (Instr. 3, 4 and 5)		6. Date Exercisable and Expiration Date		7. Title and Amount of Securities Underlying Derivative Security (Instr. 3 and 4)		8. Price of Derivative Security (Instr. 5)	9. Number of derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr. 4)	10. Ownership Form of Derivative Security: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)
				Code	V	(A)	(D)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares
Warrant	$0.01	4/22/2020		P		62500		4/7/2020	4/7/2025	Common Stock	62500	(1)	62500	D
Series A convertible debentures	$3.45	4/22/2020		P		$625000		4/7/2020	(3)	Common Stock	181159	(1)	$625000	D
Warrant	$0.01							4/7/2020	4/7/2025	Common Stock	883057		883057	I	See footnote (2)
Series A convertible debentures	$3.45							4/7/2020	(3)	Common Stock	2559586		$8830570	I	See footnote (2)
Warrant	$0.01							4/7/2020	4/7/2025	Common Stock	25000		25000	I	Securities held by daughter
Series A convertible debentures	$3.45							4/7/2020	(3)	Common Stock	72464		$250000	I	Securities held by daughter

Explanation of Responses:
(1)	The reported securities were purchased by the Reporting Person for a total purchase price of $1,000,000.
(2)	The securities are held directly by Pensare Sponsor Group, LLC (the "Sponsor") and indirectly by Darrell J. Mays, who is the managing member of the Sponsor. Mr. Mays disclaims beneficial ownership of such securities except to the extent of his pecuniary interest therein.
(3)	The expiration date is the date that the principal amount of the Series A 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 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 October 7, 2022, 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).

Reporting Owners
Reporting Owner Name / Address	Relationships
	Director	10% Owner	Officer	Other
MAYS DARRELL J. AMERICAN VIRTUAL CLOUD TECHNOLOGIES INC. 1720 PEACHTREE STREET, SUITE 629 ATLANTA, GA 30309	X	X	Chief Executive Officer

Signatures
/s/ Alan I. Annex, Attorney-in-Fact		4/24/2020
**Signature of Reporting Person		Date