Item 7.01. Regulation FD Disclosure.
Attached as Exhibit 99.1 to this Current Report on Form 8-K and incorporated
herein by reference is a form of presentation to be used by American Virtual
Cloud Technologies, Inc. (the "Company"), including in meetings with certain of
the Company's investors and other persons. Such exhibit and the information set
forth therein shall not be deemed to be filed for purposes of Section 18 of the
Securities Exchange Act of 1934, as amended (the "Exchange Act"), or otherwise
be subject to the liabilities of that section, nor shall it be deemed to be
incorporated by reference in any filing under the Securities Act of 1933, as
amended, or the Exchange Act.
Forward-Looking Statements
The attached exhibit 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 projections,
estimates and forecasts of revenue and other financial and performance metrics,
projections of market opportunity and expectations and statements about the
consummation of the proposed acquisition of Kandy Communications (the
"Transaction"). 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 clients' preferences, prospects and the
competitive conditions prevailing in the industries in which the Company
operates? the Company's substantial indebtedness; risks associated with the
potential effects of COVID-19 on the Company's business; the potential failure
to consummate the proposed Transaction; failure to make or take any filing or
other action required to consummate the proposed Transaction in a timely matter
or at all; failure to obtain stockholder approvals in a timely manner or
otherwise; failure to satisfy other closing conditions to the proposed
Transaction; risks that the businesses will not be integrated successfully;
failure to realize anticipated benefits of the combined operations; potential
litigation relating to the proposed Transaction and disruptions from the
proposed Transaction that could harm the Company's business; ability to retain
key personnel; the potential impact of announcement or consummation of the
proposed Transaction on relationships with third parties, including customers,
employees and competitors; conditions in the capital markets; and those factors
discussed in the Company's annual report on Form 10-K filed with the Securities
Exchange Commission (the "SEC") on June 29, 2020 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 report. 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.
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Disclosure Channels to Disseminate Information
Investors of the Company and other interested persons should note that the
Company intends to announce information to the public about the Company and its
services through a variety of means, including the Company's website
(http://avctechnologies.com), press releases and SEC filings, in order to
achieve broad, non-exclusionary distribution of information to the public. The
Company encourages investors and others to review the information it makes
public in such locations as such information could be deemed to be material
information.
Item 9.01. Financial Statements and Exhibits.
(d) Exhibits.
Exhibit No. Exhibit
99.1 Investor Presentation
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