American Virtual Cloud Technologies, Inc.
1720 Peachtree Street, Suite 629
Atlanta, GA, 30309
November 28, 2022
Marion Graham
Law Clerk
Unites States Securities and
Exchange Commission
100 F Street, N.E.
Washington, D.C. 20549
| RE: | American Virtual Cloud Technologies, Inc. (the “Company”) | |
| Form S-3 (the “Registration Statement”) | ||
| File Number 333-268443 |
Dear Ms. Graham:
The Company hereby requests, pursuant to Rule 461 promulgated under the Securities Act of 1933, as amended, acceleration of the effectiveness of the Registration Statement such that the Registration Statement will become effective as of 4:00 P.M. on Wednesday, November 30, 2022, or as soon thereafter as practicable.
| Very truly yours, | |||
| AMERICAN VIRTUAL CLOUD TECHNOLOGIES, INC. | |||
| By: | /s/ Adrian Foltz | ||
| Name: | Adrian Foltz | ||
| Title: | Chief Financial Officer | ||
