Item 1.01 Entry into a Material Definitive Agreement.

On September 1, 2022, American Virtual Cloud Technologies, Inc. (the "Company") entered into an Equity Distribution Agreement (the "Sales Agreement") with Northland Securities, Inc., as its sales agent (the "Sales Agent"), pursuant to which the Company may offer and sell from time to time through the Sales Agent up to $14,785,490 maximum aggregate offering price of the Company's common stock, par value $0.0001 per share ("Common Stock"), in such amounts as the Company may specify by notice to the Sales Agent, in accordance with the terms and conditions set forth in the Sales Agreement. Subject to the terms and conditions of the Sales Agreement, the Sales Agent will use its commercially reasonable efforts to sell on the Company's behalf any shares of Common Stock to be offered by the Company under the Sales Agreement. The Company will pay the Sales Agent a commission of 3.0% of the gross sales price per share for any shares of Common Stock sold through the Sales Agent under the Sales Agreement.

The Sales Agreement contains customary representations, warranties and agreements of the Company, conditions to the Sales Agent's obligations, indemnification rights and obligations of the parties, and termination provisions. Under the terms of the Sales Agreement, the Company has agreed to indemnify the Sales Agent against certain specified types of liabilities, including liabilities under the Securities Act of 1933, as amended, to contribute to payments the Sales Agent may be required to make in respect of these liabilities, and to reimburse the Sales Agent for certain expenses.

The foregoing summary of the Sales Agreement does not purport to be complete and is qualified in its entirety by reference to the complete terms of the Sales Agreement, which is filed as Exhibit 1.1 to this Current Report on Form 8-K and incorporated herein by reference.




Item 8.01 Other Events.

A copy of the opinion of Greenberg Traurig, LLP with respect to the validity of the shares of Common Stock that may be sold and issued pursuant to the Sales Agreement is attached as Exhibit 5.1 to this Current Report on Form 8-K. This Current Report on Form 8-K is also being filed for the purpose of filing Exhibits 5.1 and 23.1 as exhibits to the Company's effective Registration Statement on Form S-3 (Registration No. 333-258136), and such exhibits are hereby incorporated by reference into such Registration Statement.

Item 9.01 Financial Statements and Exhibits.





(d) Exhibits.



Exhibit No.                                   Exhibit
1.1             Equity Distribution Agreement, dated as of September 1, 2022
5.1             Opinion of Greenberg Traurig, LLP
23.1            Consent of Greenberg Traurig, LLP (included within the opinion filed
              as Exhibit 5.1)
104           The cover page from this current report on Form 8-K, formatted in
              Inline XBRL




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