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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):
February 16, 2024
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 Common Stock, par value $0.001 per share and three-fourths of one Redeemable Warrant to purchase one share of Common Stock |
|
ADRTU |
|
NYSE American LLC |
Common Stock, par value $0.001 per share |
|
ADRT |
|
NYSE 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 5.03. | Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year. |
The information included in
Item 5.07 is incorporated by reference in this item to the extent required.
| Item 5.07. | Submission of Matters to a Vote of Security Holders. |
On February 15, 2024,
Ault Disruptive Technologies Corporation (the “Company”) held a special meeting of stockholders (the
“Special Meeting”). At the Special Meeting, the Company’s stockholders approved a proposal amending the
Company’s Amended and Restated Certificate of Incorporation (the “Charter Amendment”) to 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 from February 20, 2024 to December 20, 2024 (the
“Extension Amendment Proposal”).
Holders
of 2,905,700 shares of common stock of the Company, par value $0.001 per share (“Common Stock”), held of record as
of January 9, 2024, the record date for the Special Meeting, were present in person or by proxy at the meeting, representing approximately
94.84% of the voting power of the Common Stock as of the record date for the Special Meeting, and constituting a quorum for the transaction
of business.
The voting results for
the proposals were as follows:
Proposal No. 1: The
Extension Amendment Proposal
For | | |
Against | | |
Abstain | |
2,883,626 | | |
22,015 | | |
59 | |
Proposal No. 2: The
Adjournment Proposal
For | | |
Against | | |
Abstain | |
2,883,626 | | |
22,015 | | |
59 | |
Although the Adjournment Proposal
received sufficient votes to be approved, no motion to adjourn was made because the adjournment of the Special Meeting was determined
not to be necessary or appropriate.
In addition, on February 15,
2024, the Company filed the Charter Amendment with the Secretary of State of the State of Delaware. A copy of the Charter Amendment is
attached hereto as Exhibit 3.1.
On February 16, 2024, the
Company issued a press release announcing that (i) the stockholders have approved the Extension Amendment Proposal and (ii) the Company
will allow stockholders that elected by 5:00 p.m. Eastern Time on February 13, 2024 to redeem their Common Stock in connection with 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 4:15 p.m. Eastern Time, on Tuesday, February 20, 2024.
The press release is attached
as Exhibit 99.1 to this Current Report on Form 8-K and incorporated herein by reference.
| Item 9.01. | Financial Statements and Exhibits. |
(d) Exhibits
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: February 16, 2024 |
AULT DISRUPTIVE TECHNOLOGIES CORPORATION |
|
|
|
|
By: |
/s/ Henry Nisser |
|
Name: |
Henry Nisser |
|
Title: |
President and General Counsel |
Exhibit 3.1
DelawareThe First StatePage 1 5204193 8100Authentication: 202820632SR# 20240528523Date: 02-15-24You may verify this certificate online at corp.delaware.gov/authver.shtmlI, JEFFREY W. BULLOCK, SECRETARY OF STATE OF THE STATE OF DELAWARE, DO HEREBY CERTIFY THE ATTACHED IS A TRUE AND CORRECT COPY OF THE CERTIFICATE OF AMENDMENT OF "AULT DISRUPTIVE TECHNOLOGIES CORPORATION", FILED IN THIS OFFICE ON THE FIFTEENTH DAY OF FEBRUARY, A.D. 2024, AT 4:55 O`CLOCK P.M.
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 – February 16,
2024) – 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 February 13, 2024 to redeem their common stock in connection with the
special meeting of stockholders held yesterday at 12:00 p.m. 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 4:15 p.m. Eastern Time, Tuesday, February 20, 2024.
The Company proposed yesterday at the Special Meeting, to amend
the Company's amended and restated certificate of incorporation to 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 from February 20, 2024 to December 20, 2024 (the “Extension Amendment Proposal”). The Extension
Amendment Proposal was approved.
In connection with the Special Meeting, the Company
received requests to redeem 121,695 shares from its public stockholders. The per-share pro rata portion of the trust account on February
15, 2024 was approximately $11.72, excluding any taxes due or paid but not yet reimbursed by the trust. There are 2,942,180 non-redeemed
shares remaining at the time of this press release, of which 2,875,000 are held by the Company’s sponsor Ault Disruptive Technologies
Company, LLC.
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
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