Item 5.02. Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.

Effective as of December 15, 2022, the Board of Directors (the "Board") of American Virtual Cloud Technologies, Inc. (the "Company") appointed Charles Sweet to the Board, filling an existing vacancy.

Mr. Sweet, age 66, is President of IRC Consulting, Inc., an independent advisory practice he established in 1998. He also serves on the advisory council of Cyprium Partners, a private investment firm. He has previously served as Chief Executive Officer of Bennett Marine, Inc., BMJ Medical Management, Inc., Intrepid USA, Inc., Petropac Solutions, Inc., Physician Health Corporation, Response Oncology, Inc., Sarcom, Inc. and Snelling Holdings, LLC. Mr. Sweet also currently serves on the boards of two private companies, and has previously served on the boards of numerous companies.

In connection with Mr. Sweet's appointment, the Company entered into a letter agreement with Mr. Sweet pursuant to which, among other things, Mr. Sweet will be entitled to receive a fee of $20,000 per month for service on the Board, and containing customary confidentiality obligations.


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