Ault Disruptive Technologies Corporation Will Redeem Its Public Shares and Will Not Consummate an Initial Business Combination
27 Setembro 2024 - 7:30AM
Business Wire
Ault Disruptive Technologies Corporation, (NYSE American: ADRT)
(the “Company”), a publicly-traded special purpose acquisition
company, today announced that its board of directors (the “Board”)
has determined to redeem all of its outstanding shares of common
stock, par value $0.001 per share (the “public shares”) because the
Company will not consummate an initial business combination within
the time period required by its Amended and Restated Certificate of
Incorporation (as amended, the “Certificate of Incorporation”).
As stated in the Certificate of Incorporation, if the Company is
unable to complete an initial business combination by December 20,
2024, the Company will: (i) cease all operations except for the
purpose of winding up, (ii) as promptly as reasonably possible but
not more than ten business days thereafter subject to lawfully
available funds therefor, redeem 100% of the public shares in
consideration of a per share price, payable in cash, equal to the
quotient obtained by dividing (A) the aggregate amount then on
deposit in the trust account, including interest not previously
released to the Company to pay its taxes (less up to $50,000 of
such net interest to pay dissolution expenses), by (B) the total
number of then outstanding public shares, which redemption will
completely extinguish rights of the holders of the public shares
(including the right to receive further liquidating distributions,
if any), subject to applicable law, and (iii) as promptly as
reasonably possible following such redemption, subject to the
approval of the remaining stockholders and the Board in accordance
with applicable law, dissolve and liquidate, subject in each case
of clauses (ii) and (iii) to the Company’s obligations under the
General Corporation Law of the State of Delaware, as amended from
time to time, to provide for claims of creditors and other
requirements of applicable law.
The estimated per-share redemption price for the public shares
will be approximately $11.18 (the “Redemption Amount”). The last
day that the Company’s securities will trade on the New York Stock
Exchange American (the “NYSE American”) is expected to be October
10, 2024. Effective as of the close of business on October 11,
2024, the public shares will be deemed cancelled and will represent
only the right to receive the Redemption Amount.
The Redemption Amount will be payable to the holders of the
public shares upon presentation of their respective stock or unit
certificates or other delivery of their shares or units to the
Company’s transfer agent, Continental Stock Transfer & Trust
Company. Beneficial owners of public shares held in “street name,”
however, will not need to take any action in order to receive the
Redemption Amount.
There will be no redemption rights or liquidating distributions
with respect to the Company’s warrants (including the private
placement warrants owned by the Company’s sponsor), which will
expire worthless.
The Company’s sponsor has waived its redemption rights with
respect to the outstanding shares of Common Stock. After October
11, 2024, the Company shall cease all operations except for those
required to wind up the Company’s business.
The Company expects that the NYSE American will file a Form 25
with the United States Securities and Exchange Commission (the
“Commission”) to delist its securities. The Company thereafter
expects to file a Form 15 with the Commission to terminate the
registration of its securities under the Securities Exchange Act of
1934, as amended.
Forward-Looking Statements
This press release may include, and oral statements made from
time to time by representatives of the Company may include,
“forward-looking statements” within the meaning of Section 27A of
the Securities Act of 1933, as amended, and Section 21E of the
Securities Exchange Act of 1934, as amended. Statements regarding
possible business combinations and the financing thereof, and
related matters, as well as all other statements other than
statements of historical fact included in this press release are
forward-looking statements. When used in this press release, words
such as “anticipate,” “believe,” “continue,” “could,” “estimate,”
“expect,” “intend,” “may,” “might,” “plan,” “possible,”
“potential,” “predict,” “project,” “should,” “would” and similar
expressions, as they relate to the Company or the Company’s
management team, identify forward-looking statements. Such
forward-looking statements are based on the beliefs of the
Company’s management, as well as assumptions made by, and
information currently available to, the Company’s management.
Actual results could differ materially from those contemplated by
the forward-looking statements as a result of certain factors
detailed in the Company’s filings with the Commission. All
subsequent written or oral forward-looking statements attributable
to the Company or persons acting on the Company’s behalf are
qualified in their entirety by this paragraph. 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
for the fiscal year ended December 31, 2023, filed with the
Commission on April 11, 2024. The Company undertakes no obligation
to update these statements for revisions or changes after the date
of this release, except as required by law.
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Ault Disruptive Technologies Corporation
ir@aultdisruptive.com
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