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
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