American Virtual Cloud Technologies, Inc. (the "Company") (NASDAQ:AVCT), today announced that it has entered into definitive agreements with institutional investors for the purchase and sale of 5,000,000 shares of its common stock (the "Shares"), pursuant to a registered direct offering priced at-the-market under Nasdaq rules (the "Offering"), and warrants to purchase up to 10,000,000 Shares (the "Warrants"), in a concurrent private placement (the "Private Placement"). The combined purchase price for one Share and one Warrant will be $2.00. The Warrants will have an exercise price of $1.80 per Share, will be exercisable 45-days following the date of issuance and will expire two years from the initial exercise date.

The aggregate gross proceeds from the Offering and the concurrent Private Placement are expected to be approximately $10 million before deducting placement agent fees and other estimated offering expenses. The Company intends to use the net proceeds from the Offering and the concurrent Private Placement for working capital and other general corporate purposes. The closing of the Offering and the concurrent Private Placements is expected to occur on or about October 20, 2022, subject to the satisfaction of customary closing conditions.

A.G.P./Alliance Global Partners and Northland Capital Markets are acting as co-placement agents for the Offering and concurrent Private Placement.

The Shares are being offered pursuant to the Company's shelf registration statement on Form S-3 (File No. 333-258136), previously filed with the U.S. Securities and Exchange Commission (the "SEC") and declared effective by the SEC on August 27, 2021. A prospectus supplement describing the terms of the proposed Offering will be filed with the SEC and will be available under the Company's profile on EDGAR at www.sec.gov. Electronic copies of the prospectus supplement may be obtained, when available, from A.G.P./Alliance Global Partners, 590 Madison Avenue, 28th Floor, New York, NY 10022, or by telephone at (212) 624-2060, or by email at prospectus@allianceg.com.

The Warrants and the Shares underlying the Warrants sold in the concurrent Private Placement are being issued in a private placement under Section 4(a)(2) of the Securities Act of 1933, as amended (the "Act"), and Rule 506(b) of Regulation D promulgated thereunder and have not been registered under the Act, or applicable state securities laws. Accordingly, the Warrants and the Shares underlying the Warrants issued in the Private Placement may not be offered or sold in the United States except pursuant to an effective registration statement or an applicable exemption from the registration requirements of the Act and such applicable state securities laws.

This press release shall not constitute an offer to sell or the solicitation of an offer to buy nor shall there be any sale of these securities in any state or jurisdiction in which such offer, solicitation or sale would be unlawful prior to registration or qualification under the securities laws of any such state or jurisdiction