AVCT American Virtual Cloud Technologies Inc

Item 5.03. Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year.

On September 30, 2022, American Virtual Cloud Technologies, Inc. (the “Company”) filed a Certificate of Amendment of the Company’s Amended and Restated Certificate of Incorporation with the Secretary of State of the State of Delaware (the “Certificate of Amendment”), which effected, upon filing on September 30, 2022 (the “Effective Time”), a one-for-fifteen reverse stock split (the “Reverse Stock Split”) of the Company’s issued and outstanding shares of common stock, $0.0001 par value per share (the “Common Stock”). In connection with the Reverse Stock Split, the CUSIP number for the Common Stock will change to 030382204.

As previously disclosed, at the Company’s annual meeting of stockholders held on May 24, 2022, the stockholders of the Company voted to approve three alternative amendments to the Company’s Amended and Restated Certificate of Incorporation to effect a reverse stock split of the Common Stock at a ratio of either one-for-five, one-for-ten, or one-for fifteen, with such ratio and the implementation and timing of such Reverse Stock Split to be determined by the board of directors of the Company (the “Board”). The Board subsequently approved the implementation of a one-for-fifteen Reverse Stock Split and approved and authorized the filing of the Certificate of Amendment.

As a result of the Reverse Stock Split, each share of Common Stock issued and outstanding immediately prior to the Effective Time was automatically reclassified as and converted into one-fifteenth (1/15) of a share of Common Stock. The Reverse Stock Split affected all stockholders uniformly and did not alter any stockholder’s percentage interest in the Company’s equity, except to the extent that the Reverse Stock Split would result in some stockholders owning a fractional share. No fractional shares were issued in connection with the Reverse Stock Split. Stockholders who would otherwise be entitled to fractional shares of Common Stock are instead entitled to receive cash payments in lieu of such fractional shares.

The Reverse Stock Split did not change the par value of the Common Stock or the authorized number of shares of Common Stock. All outstanding warrants and preferred stock entitling their holders to purchase or obtain or convert into shares of our Common Stock would be adjusted, as required by the terms of these securities.

The Common Stock will begin trading on a Reverse Stock Split-adjusted basis when the market opens on October 3, 2022.

The foregoing description of the Certificate of Amendment is a summary of the material terms thereof, does not purport to be complete and is qualified in its entirety by reference to the full text of the Certificate of Amendment, which is filed with this report as Exhibit 3.1 and is incorporated herein by reference.