UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 8-K
CURRENT REPORT
PURSUANT TO SECTION 13 OR 15(d)
OF THE SECURITIES EXCHANGE ACT OF 1934
Date of Report (Date of earliest event reported): June 21, 2023
Ault Disruptive Technologies Corporation
(Exact Name of Registrant as Specified in Charter)
| Delaware | 001-41171 | 86-2279256 |
|
(State or other jurisdiction of incorporation) |
(Commission File Number) | (IRS Employer Identification No.) |
11411 Southern Highlands Parkway, Suite 240, Las Vegas, Nevada 89141
(Address of principal executive offices) (Zip Code)
(949) 444-5464
(Registrant’s telephone number, including area code)
N/A
(Former name or former address, if changed since last report)
Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:
| ¨ | Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) |
| ¨ | Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) |
| ¨ | Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 210.14d-2(b)) |
| ¨ | Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c)) |
Securities registered pursuant to Section 12(b) of the Act:
| Title of each class |
Trading Symbol(s) |
Name of each exchange on which registered | ||
| Units, each consisting of one share of and three-fourths of one Redeemable Warrant to purchase one share of Common Stock | American LLC | |||
| American LLC |
Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (17 CFR § 230.405) or Rule 12b-2 of the Securities Exchange Act of 1934 (17 CFR § 240.12b-2).
Emerging growth company x
If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ¨
| Item 8.01. | Other Events. |
The following is provided to update the disclosure included in Item 8.01 of the 8-K filed by Ault Disruptive Technologies Corporation (the “Company”), with the Securities and Exchange Commission on June 16, 2023.
On June 16, 2023, the Company issued a press release, attached hereto as Exhibit 99.1 (the “Press Release”), wherein the Company announced that holders of shares of common stock of the Company, par value $0.001 per share (“Common Stock”), sold as part of the units issued in its initial public offering who elected to redeem their Common Stock in connection with the special meeting of stockholders held on June 15, 2023 (the “Special Meeting”) could reverse their redemption requests by sending a DTC DWAC (Deposit/Withdrawal At Custodian) request to the Company’s transfer agent, Continental Stock Transfer & Trust Company (“Continental”), on or before 5:00 PM ET on June 16, 2023 (the “Redemption Reversal”).
Following expiration of the Redemption Reversal, the Company’s public stockholders elected to redeem 11,311,125 shares of Common Stock at a redemption price of approximately $10.61 per share (without giving effect to any interest that may be withdrawn to pay taxes), for an aggregate redemption amount of approximately $120,063,827.97 (the “Redemption”). After the satisfaction of the Redemption (without giving effect to any interest that may be withdrawn to pay taxes), the balance in the trust account will be approximately $2,004,845.34.
Upon completion of the Redemption, 3,063,875 shares of Common Stock will remain issued and outstanding, of which 2,875,000 shares are held by Ault Disruptive Technologies Company, LLC, the sponsor of the Company.
| Item 9.01. | Financial Statements and Exhibits. |
(d) Exhibits
|
Exhibit No. |
Description | |
| 99.1 | Press Release issued June 16, 2023 | |
|
101 |
Pursuant to Rule 406 of Regulation S-T, the cover page is formatted in Inline XBRL (Inline eXtensible Business Reporting Language). | |
|
104 |
Cover Page Interactive Data File (embedded within the Inline XBRL document and included in Exhibit 101). |
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
| Dated: June 21, 2023 | AULT DISRUPTIVE TECHNOLOGIES CORPORATION | |
| By: |
/s/ Henry Nisser | |
| Name: | Henry Nisser | |
| Title: | President and General Counsel | |
Exhibit 99.1
Ault Disruptive Technologies Announces Offer of Reverse Redemptions in Connection with Vote to Extend Period to Consummate its Initial Business Combination
Las Vegas, NV – (Business Newswire – June 16, 2023) – Ault Disruptive Technologies Corporation, a special purpose acquisition company (the “Company”), today announced that it will allow those holders of shares of the Company's common stock originally sold as part of the units issued in its initial public offering that elected by 5:00 p.m. Eastern Time on June 14, 2023 to redeem their common stock (“Redeeming Stockholders”) in connection with the special meeting of stockholders held yesterday at 12:00 Eastern time (the “Special Meeting”), to reverse their redemption requests by sending a DTC DWAC (Deposit/Withdrawal At Custodian) request to the Company's transfer agent, Continental Stock & Transfer Company by 5:00 p.m. Eastern Time today, Friday, June 16, 2023.
The Company proposed yesterday at the Special Meeting, to amend the Company's amended and restated certificate of incorporation to (i) extend the date by which the Company must complete a merger, share exchange, asset acquisition, stock purchase, recapitalization, reorganization or similar business combination involving the Company and one or more businesses (a “Business Combination”) from June 20, 2023 to September 20, 2023 (the “Termination Date”) and to allow the Company, without another stockholder vote, to elect to extend the Termination Date to consummate a Business Combination on a monthly basis up to five times by an additional one month each time after September 20, 2023, upon the request by Ault Disruptive Technologies Company, LLC (the “Sponsor”), and approval by the Company’s board of directors until February 20, 2024 or a total of up to eight months, unless the closing of a Business Combination shall have occurred prior thereto and (ii) delete (a) the limitation that the Company shall not consummate a Business Combination if it would cause the Company’s net tangible assets (as determined in accordance with Rule 3a51-1(g)(1) of the Securities Exchange Act of 1934, as amended (or any successor rule)) to be less than $5,000,0001 following such redemptions and (b) the limitation that the Company shall not redeem public shares that would cause the Company’s net tangible assets to be less than $5,000,001 following such redemptions (collectively, the “Proposals”). The Proposals were approved.
In connection with the Special Meeting, the Company received requests to redeem 11,353,225 shares from its public stockholders. The per-share pro rata portion of the trust account on June 14, 2023 was approximately $10.61. There are 3,021,775 non-redeemed shares remaining at the time of this press release, of which 2,875,000 are held by the Sponsor.
About Ault Disruptive Technologies Corporation
Ault Disruptive Technologies Corporation, a Delaware corporation, is a blank check company incorporated in February 2021 whose business purpose is to effect a merger, capital stock exchange, asset acquisition, stock purchase, reorganization or similar business combination with one or more businesses, which we refer to as our initial business combination.
While we may pursue an initial business combination opportunity in any business, industry, sector or geographical location, we intend to focus on opportunities to acquire companies with innovative and emerging technologies, products or services that have the potential to transform major industries and radically impact society. We intend to acquire a target business or businesses with disruptive technologies that our management team believes can achieve mainstream adoption and create opportunities for long-term appreciation in value.
Forward-Looking Statements
This press release contains statements that constitute "forward-looking statements." Forward-looking statements are subject to numerous conditions, many of which are beyond the control of the Company, including those set forth in the Risk Factors section of the Company's annual report on Form 10-K filed with the SEC. Copies are available on the SEC's website, www.sec.gov. The Company undertakes no obligation to update these statements for revisions or changes after the date of this release, except as required by law.
Contacts
Redemption Contact
Continental Stock & Transfer Company SPAC Redemption Team
spacredemptions@continentalstock.com
Ault Disruptive Technologies Corporation
ir@aultdisruptive.com