Item 8.01 Other Events.
As previously disclosed, on
January 11, 2023, American Virtual Cloud Technologies, Inc. (the “Company”) and two of its subsidiaries (collectively, the
“Debtors”) filed voluntary petitions under Chapter 11 of the United States Bankruptcy Code (the “Bankruptcy Code”)
in the United States Bankruptcy Court for the District of Delaware (such court, the “Court”, and such cases, the “Cases”).
Also as previously disclosed, on March 24, 2023, the Company and its subsidiaries (collectively, the “Sellers”) completed
a sale of substantially all of their assets conducted under Section 363 of the Bankruptcy Code pursuant to that certain amended and restated
Asset Purchase Agreement, entered into on March 10, 2023, with Skyvera, LLC.
On April 5, 2023, the Debtors
filed a proposed Combined Disclosure Statement and Chapter 11 Plan of Liquidation dated April 5, 2023 (as amended and filed on April 6,
2023, the “Combined Disclosure Statement and Plan”) describing the anticipated plan of liquidation and the solicitation of
votes to approve the same from certain of the Debtors’ creditors with respect to the Cases. On April 6, 2023, the Court entered
an order (a) conditionally approving the Combined Disclosure Statement and Plan for solicitation purposes only, (b) establishing
procedures for solicitation and tabulation of votes to accept or reject the Combined Disclosure Statement and Plan, (c) approving
the form of ballot and solicitation materials, (d) establishing a voting record date, (e) fixing the date, time and place for
the hearing to approve the Combined Disclosure Statement and Plan and deadline for filing objections thereto, and (f) approving the
related notice provisions The Combined Disclosure Statement and Plan provides that the holders of equity interests in the Company will
receive no recovery and that the Debtors will be dissolved under applicable law as soon as practicable following the closing of the Cases.
Information contained in the
Combined Disclosure Statement and Plan is proposed and pending confirmation of the Combined Disclosure Statement and Plan by the Court,
is subject to change, whether as a result of amendments or supplements, third-party actions, or otherwise, and should not be relied upon
by any party. A copy of the Combined Disclosure Statement and Plan is furnished as Exhibit 99.1 and is incorporated herein by reference.
The above description of the Combined Disclosure Statement and Plan is a summary only and is qualified in its entirety by reference
to the full text of the Combined Disclosure Statement and Plan.
This Current Report on Form 8-K is not
a solicitation to accept or reject the proposed Combined Disclosure Statement and Plan. Any solicitation process will be made pursuant
to and in accordance with the proposed Combined Disclosure Statement and Plan and applicable law, including orders of the Court conditionally
approving the use of such for solicitation purposes.
Cautionary Information Regarding Trading in the Company’s
Securities
Holders of the Company’s equity securities
will likely be entitled to no recovery on their investment following the Cases, and recoveries to other stakeholders cannot be determined
at this time. The Company cautions that trading in the Company’s securities given the pendency of the Cases is highly speculative
and poses substantial risks. Trading prices for the Company’s securities may bear little or no relationship to the actual value
realized, if any, by holders of the Company’s securities in the Cases. Accordingly, the Company urges extreme caution with respect
to existing and future investments in its securities.
Cautionary Note Regarding
Forward-Looking Statements
This
document includes certain statements that are not historical facts but are forward-looking statements for purposes of the safe harbor
provisions under the United States Private Securities Litigation Reform Act of 1995. Forward-looking statements generally are accompanied
by words such as “believe,” “may,” “will,” “estimate,” “continue,” “anticipate,”
“intend,” “expect,” “should,” “would,” “plan,” “predict,” “potential,”
“seem,” “seek,” “future,” “outlook,” and similar expressions that predict or indicate
future events or trends or that are not statements of historical matters. These forward-looking statements include, but are not limited
to, statements regarding the Chapter 11 process and the Cases. The Company’s actual results or outcomes and the timing of certain
events may differ significantly from those discussed in any forward-looking statements. These statements are based on various assumptions
and on the current expectations of the Company’s management and are not predictions of actual performance. These forward-looking
statements are provided for illustrative purposes only and are not intended to serve as, and must not be relied on by any investor as,
a guarantee, an assurance, a prediction or a definitive statement of fact or probability.
Actual
events and circumstances are difficult or impossible to predict and will differ from assumptions. Many actual events and circumstances
are beyond the control of the Company. These forward-looking statements are subject to a number of risks and uncertainties, including
changes in the Company’s ability to meet its financial obligations during the Chapter 11 process; the outcome and timing of the
Chapter 11 process; possible proceedings that may be brought by third parties in connection with the Chapter 11 process; the timing or
amount of any distributions, if any, to the Company’s stakeholders; and those factors discussed in the Company’s annual report
on Form 10-K filed with the Securities and Exchange Commission (the “SEC”) on April 7, 2023 under the heading “Risk
Factors,” and other documents of the Company filed, or to be filed, with the SEC. If the risks materialize or assumptions prove
incorrect, actual results could differ materially from the results implied by these forward-looking statements. There may be additional
risks that the Company presently does not know or that the Company currently believes are immaterial that could also cause actual results
to differ from those contained in the forward-looking statements. In addition, forward-looking statements reflect the Company’s
expectations, plans or forecasts of future events and views as of the date of this document. The Company anticipates that subsequent events
and developments will cause its assessments to change. However, while the Company may elect to update these forward-looking statements
at some point in the future, the Company specifically disclaims any obligation to do so. These forward-looking statements should not be
relied upon as representing the Company’s assessments as of any date subsequent to the date of this document. Accordingly, undue
reliance should not be placed upon the forward-looking statements.