United States securities and exchange commission logo

September 20, 2021

William Horne
Chief Executive Officer
Ault Disruptive Technologies Corp
11411 Southern Highlands Parkway, Suite 240
Las Vegas, Nevada 89141

Re: Ault Disruptive
Technologies Corp
Amendment No. 1 to
Draft Registration Statement
Response Dated
August 27, 2021
CIK No. 0001864032

Dear Mr. Horne:

We have reviewed your August 27, 2021 response to our comment
letter and have the
following comment.

Please respond to this letter by either submitting an amended
draft registration statement
or publicly filing your registration statement on EDGAR and providing
the requested
information. If you do not believe our comment applies to your facts and
circumstances or do
not believe an amendment is appropriate, please tell us why in your
response.

After reviewing your response to our comment, we may have
additional
comments. Unless we note otherwise, our references to prior comments are
to comments in our
August 20, 2021 letter.

Amendment No.1 to Draft Registration Statement submitted on July 26,
2021

Capitalization, page 88

1. We have considered your response to our prior comment 1. We are unable to agree with your view that the $5 million net tangible limitation to be provided in your Company s Amended and Restated Certificate of Incorporation qualifies a portion of your redeemable Class A shares for permanent equity classification in accordance with ASC 480-10-S99- 3A for the following reasons:

Each redeemable
Class A share is redeemable outside the control of the Company.
Such shares will
become redeemable either as a result of a business combination or
by passage of time.
The intention is
that in all cases the redeemable Class A shareholders will have their
William Horne
Ault Disruptive Technologies Corp
September 20, 2021

Page 2
investment reimbursed, unless they choose otherwise, whether as a
result of a
business combination or as the result of the failure to achieve a
business combination.
The unit of accounting is the individual share as each share has
the right to be
redeemed at the holders' option upon a business combination. While
the Company's
articles of incorporation stipulates that redemptions will be limited
to $5 million in
net tangible assets, the company does not control whether or not that
threshold is ever
reached in terms of the capital available from the redeemable Class A
shareholders,
nor does the company control which specific shareholders choose to
redeem or not
redeem.

Please revise your Capitalization table to classify all redeemable Class A shares as
temporary equity.
You may contact Wilson Lee at 202-551-3468 or Howard Efron at 202-551-3439 if you
have questions regarding comments on the financial statements and related matters. Please
contact Patrick Costello at 202-551-8742 or Pam Long at 202-551-3765 with any other
questions.

Sincerely, FirstName LastNameWilliam Horne
Division of Corporation Finance
Comapany NameAult Disruptive Technologies Corp Office of Real Estate & Construction
September 20, 2021 Page 2
cc: Spencer G. Feldman, Esq.
FirstName LastName