ZephyrTel, Inc. (Skyvera, LLC) entered into a stalking horse asset purchase agreement to acquire Substantially all of the assets of American Virtual Cloud Technologies, Inc. (OTCPK:AVCT.Q) for $6.8 million on February 14, 2023. Purchase price will be paid in cash. Skyvera entered into the Purchase Agreement as the “stalking horse” bidder for the Purchased Assets.

As the stalking horse bidder, the Purchaser’s offer to purchase the Purchased Assets, as set forth in the Purchase Agreement, would be the standard by which any other bids to purchase the Purchased Assets would be evaluated. The potential auction for the Purchased Assets and the final sale hearing is expected to be held in March 2023. The completion of the transaction is subject to a number of conditions, which, among others, include the entry of a sale order by the United States Bankruptcy Court for the District of Delaware, the performance by each party of its obligations under the Purchase Agreement and the material accuracy of each party’s representations.

Outside date of the transaction is March 31, 2023. The bid procedures approved by the Court on March 7, 2023. On March 10, 2023, the Sellers and the Purchaser executed an amended and restated Asset Purchase Agreement.

The Purchase Agreement, which amends and restates the Stalking Horse APA in its entirety, is substantially the same as the Stalking Horse APA, except that it reflects the cash purchase price of $6,780,062 plus the Additional Cash Purchase Price, if applicable, plus Buyer’s assumption of the Assumed Liabilities, minus the Deferred Revenue Adjustment Amount. Michael D. Sirota and David M. Bass of Cole Schotz P.C. acted as legal advisors to American Virtual Cloud Technologies, Inc. Robyn Siers of Jones & Spross, PLLC acted as legal advisors to Skyvera, LLC. On March 15, 2023, the Court entered an order authorizing the Asset Sale pursuant to the terms of the Purchase Agreement.

Northland Securities, Inc. acted as Strategic Adviser to American Virtual Cloud Technologies, Inc.