Item 3.01. Notice of Delisting or Failure to Satisfy a Continued Listing Rule or
Standard; Transfer of Listing.
As previously disclosed, on September 11, 2019, Pensare Acquisition Corp. (the
"Company") received a written notice from the Listing Qualifications Department
of The Nasdaq Stock Market ("Nasdaq") indicating that the Company was not in
compliance with Listing Rule 5550(a)(3), which requires the Company to have at
least 300 public holders for continued listing by Nasdaq. Additionally, on
September 23, 2019, the Company received a written notice from Nasdaq indicating
that the Company was not in compliance with Listing Rule 5550(a)(4), due to the
Company's failure to meet the minimum 500,000 publicly held shares requirement
for continued listing on Nasdaq. The Company submitted to Nasdaq a plan to
regain compliance pursuant to IM-5101-2 and received an extension until March 9,
2020 to regain compliance with Listing Rules 5550(a)(3) and 5550(a)(4).
On March 10, 2020, the Company received a letter (the "Determination Letter")
from Nasdaq notifying the Company that it did not satisfy the terms of the
extension as the Company did not complete a business combination within the
timeframe specified and that Nasdaq has initiated procedures to delist the
Company's securities from Nasdaq. The Company was also notified that as a result
of Nasdaq's determination to delist the Company's common stock, the Company's
rights and warrants no longer comply with Nasdaq Listing Rule 5560(a), which
requires the underlying securities of rights and warrants to remain listed on
Nasdaq, and the Company's units no longer comply with Nasdaq Listing Rule
5225(b)(1)(A), which requires all component parts of units to meet the
requirements for initial and continued listing, and the Company's units, rights
and warrants are now subject to delisting.
The Company has requested a hearing before the Nasdaq Hearings Panel, which
request automatically stayed any further action by Nasdaq pending the conclusion
of the hearing process. The Determination Letter does not impact the Company's
obligation to file periodic reports and other reports with the Securities and
Exchange Commission ("SEC") under applicable federal securities laws. There can
be no assurance that the Company's appeal will be successful.
Forward-looking Statements
The Company makes forward-looking statements in this report within the meaning
of the Private Securities Litigation Reform Act of 1995. These forward-looking
statements relate to expectations or forecasts for future events. These
statements may be preceded by, followed by or include the words "may," "might,"
"will," "will likely result," "should," "estimate," "plan," "project,"
"forecast," "intend," "expect," "anticipate," "believe," "seek," "continue,"
"target" or similar expressions. These forward-looking statements are based on
information available to the Company as of the date of this report and involve
substantial risks and uncertainties. Actual results may vary materially from
those expressed or implied by the forward-looking statements herein due to a
variety of factors, including the Company's ability to successfully appeal
Nasdaq's determination and other risks and uncertainties set forth in our
reports filed with the SEC. The Company does not undertake any obligation to
update forward-looking statements as a result of new information, future events
or developments or otherwise.
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AMERICAN VIRTUAL CLOUD TECHNOLOGIES, INC. 
