References to the "Company," "Ault Disruptive Technologies Corporation "our,"
"us" or "we" refer to Ault Disruptive Technologies Corporation. The following
discussion and analysis of the Company's financial condition and results of
operations should be read in conjunction with the unaudited condensed financial
statements and the notes thereto contained elsewhere in this report. Certain
information contained in the discussion and analysis set forth below includes
forward-looking statements that involve risks and uncertainties.
Cautionary Note Regarding Forward-Looking Statements
This Quarterly Report on Form 10-Q includes 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 (the "Exchange
Act"). We have based these forward-looking statements on our current
expectations and projections about future events. These forward-looking
statements are subject to known and unknown risks, uncertainties and assumptions
about us that may cause our actual results, levels of activity, performance or
achievements to be materially different from any future results, levels of
activity, performance or achievements expressed or implied by such
forward-looking statements. In some cases, you can identify forward-looking
statements by terminology such as "may," "should," "could," "would," "expect,"
"plan," "anticipate," "believe," "estimate," "continue," or the negative of such
terms or other similar expressions. Factors that might cause or contribute to
such a discrepancy include, but are not limited to, those described in our other
SEC filings.
Overview
We are a newly organized blank check company incorporated as a Delaware
corporation and formed for the purpose of effecting 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" throughout this Quarterly Report. While our efforts to
identify a target business may span many industries and regions worldwide, we
are likely to focus our search for prospects within the technology sector, which
has experienced significant disruption from new and emerging products and
services. We have not yet selected any specific business combination target,
although we have had substantive discussions with at least one business
combination target. We intend to effectuate our initial Business Combination
using cash from the proceeds of our initial public offering ("IPO") and the sale
of the Private Placement Warrants (as defined below), the proceeds of the sale
of our shares in connection with our initial Business Combination (including
pursuant to backstop agreements we may enter into), shares issued to the owners
of the target, debt issued to the bank or other lenders or the owners of the
target, or a combination of the foregoing.
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.
We are not prohibited from pursuing an initial Business Combination with a
business that is owned by Ault Disruptive Technologies Company, LLC (the
"Sponsor") or any of the related companies or making the acquisition through a
joint venture or other form of shared ownership with any of them.
On December 20, 2021, we consummated our IPO of 10,000,000 units at $10.00 per
unit (the "Units"), which is discussed in Note 3. Each Unit consists of one
share of common stock, par value of $0.001 per share (the "Common Stock"), and
three-fourths of one redeemable warrant (the "Public Warrants"). Each whole
warrant entitles the holder to purchase one share of Common Stock at a price of
$11.50 per share. On December 20, 2021, the underwriters exercised their full
over-allotment option and purchased the additional Units available to them. The
aggregate Units sold in the IPO and subsequent over-allotment were 11,500,000
and generated gross proceeds of $115,000,000.
Simultaneously with the consummation of the IPO, we consummated the private
placement of 6,500,000 warrants (7,100,000 warrants when the underwriters'
over-allotment option was fully exercised on December 20, 2021) (the "Private
Placement Warrants") to the Sponsor, at a price of $1.00 per Private Placement
Warrant in a private placement. The sale of the Private Placement Warrants in
connection with the IPO and subsequent over-allotment option exercise generated
gross proceeds of $7,100,000.
17
If we are unable to consummate our initial Business Combination within such
12-month period (or 15-month period or 18-month period, as applicable), we 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, redeem
the public shares, at a per-share price, payable in cash, equal to the aggregate
amount then on deposit in the trust account including interest earned on the
funds held in the trust account and not previously released to us to pay our
taxes (less up to $50,000 of interest to pay dissolution expenses), divided by
the number of then outstanding public shares, which redemption will completely
extinguish public stockholders' rights as stockholders (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 our remaining stockholders and our board of directors,
dissolve and liquidate, subject in the case of clauses (ii) and (iii) above to
our obligations under Delaware law to provide for claims of creditors and the
requirements of other applicable law. There will be no redemption rights or
liquidating distributions with respect to our warrants, which will expire
worthless if we fail to consummate our initial Business Combination within the
12-month time period (or 15-month period or 18-month period, as applicable).
We cannot assure you that our plans to complete our initial Business Combination
will be successful.
Results of Operations
Our entire activity since February 22, 2021 ("Inception") up to September 30,
2022, relates to our formation, the IPO and since the closing of the IPO, a
search for a Business Combination candidate. We will not be generating any
operating revenues until the closing and completion of our initial Business
Combination, at the earliest.
For the three months ended September 30, 2022, we had net income of $161,560,
compared to a net loss of $5,618 for the three months ended September 30, 2021.
Net income for the three months ended September 30, 2022 consisted of $526,850
in interest earned on marketable securities held in the Trust Account, offset by
$218,893 in operating costs, $145,161 of income tax expense and $1,236 of
interest expense. Net loss for the three months ended September 30, 2021
consisted of $5,618 in formation costs.
For the nine months ended September 30, 2022 and the period from Inception to
September 30, 2021, we had net losses of $568,339 and $8,570, respectively,
which consisted of $1.1 million and $8,570, respectively, in formation and
operating costs, $7,375 and $nil, respectively, of interest expense, and
$157,409 and $nil, respectively, of income tax expense offset by $696,223 and
$nil, respectively, in interest earned on marketable securities held in the
Trust Account.
Liquidity and Capital Resources
As of September 30, 2022, we had $248,775 in our operating bank account, and
working capital of $631,285.
Prior to the completion of the IPO, our liquidity needs had been satisfied
through a capital contribution from the Sponsor of $25,000, to cover certain
offering costs, for the founder shares, and the loan under an unsecured
promissory note from the Sponsor of $1,500,000. Subsequent to the consummation
of the IPO and Private Placement, our liquidity needs have been satisfied
through the proceeds from the consummation of the Private Placement not held in
the Trust Account.
In addition, in order to finance transaction costs in connection with a Business
Combination, our Sponsor or an affiliate of the Sponsor, or certain of our
officers and directors may, but are not obligated to, provide us with funds as
may be required ("Working Capital Loans"). To date, there were no Working
Capital Loans.
Based on the foregoing, we may need to raise additional capital through loans or
additional investments from our Sponsor, stockholders, officers, directors, or
third parties. Our officers, directors and our Sponsor may, but are not
obligated to, loan us funds, from time to time or at any time, in whatever
amount they deem reasonable in their sole discretion, to meet our working
capital needs. Accordingly, we may not be able to obtain additional financing.
If we are unable to raise additional capital, it may be required to take
additional measures to conserve liquidity, which could include, but not
necessarily be limited to, curtailing operations, suspending the pursuit of a
potential transaction, and reducing overhead expenses. We cannot provide any
assurance that new financing will be available to it on commercially acceptable
terms, if at all. We will provide our public stockholders with the opportunity
to redeem all or a portion of their shares of our Common Stock upon the
consummation of our initial Business Combination, subject to the limitations
described herein. In addition, if we are unable to consummate our initial
Business Combination within 12 months following the effectiveness of the IPO,
which is December 15, 2022, we may, but are not obligated to, extend the period
of time to complete an initial Business Combination up to two times by an
additional three months each time (for a total of up to 18 months to consummate
an initial Business Combination). If the period of time is not extended, we will
be required to cease all operations except for the purpose of winding up. These
conditions raise substantial doubt about our ability to continue as a going
concern for at least one year from the date that the financial statements
included in this Quarterly Report were issued. The financial statements do not
include any adjustments relating to the recovery of the recorded assets or the
classification of the liabilities that might be necessary should we be unable to
continue as a going concern.
18
JOBS Act
On April 5, 2012, the JOBS Act was signed into law. The JOBS Act contains
provisions that, among other things, relax certain reporting requirements for
qualifying public companies. We will qualify as an "emerging growth company" and
under the JOBS Act will be allowed to comply with new or revised accounting
pronouncements based on the effective date for private (not publicly traded)
companies. We are electing to delay the adoption of new or revised accounting
standards, and as a result, we may not comply with new or revised accounting
standards on the relevant dates on which adoption of such standards is required
for non-emerging growth companies. As a result, our financial statements may not
be comparable to companies that comply with new or revised accounting
pronouncements as of public company effective dates.
Additionally, we are in the process of evaluating the benefits of relying on the
other reduced reporting requirements provided by the JOBS Act. Subject to
certain conditions set forth in the JOBS Act, if, as an "emerging growth
company", we choose to rely on such exemptions we may not be required to, among
other things, (i) provide an auditor's attestation report on our system of
internal controls over financial reporting pursuant to Section 404, (ii) provide
all of the compensation disclosure that may be required of non-emerging growth
public companies under the Dodd-Frank Wall Street Reform and Consumer Protection
Act, (iii) comply with any requirement that may be adopted by the PCAOB
regarding mandatory audit firm rotation or a supplement to the auditor's report
providing additional information about the audit and the financial statements
(auditor discussion and analysis), and (iv) disclose certain executive
compensation related items such as the correlation between executive
compensation and performance and comparisons of the CEO's compensation to median
employee compensation. These exemptions will apply for a period of five years
following the completion of the IPO or until we are no longer an "emerging
growth company," whichever is earlier.
Critical Accounting Policies and Estimates
Management's discussion and analysis of our results of operations and liquidity
and capital resources are based on our unaudited condensed financial
information. We describe our significant accounting policies in Note 2 - Summary
of Significant Accounting Policies, within the Notes to these unaudited
condensed financial statements included in this report on Form 10-Q. Our
unaudited condensed financial statements have been prepared in accordance with
U.S. GAAP. Certain of our accounting policies require that management apply
significant judgments in defining the appropriate assumptions integral to
financial estimates. On an ongoing basis, management reviews the accounting
policies, assumptions, estimates and judgments to ensure that our financial
statements are presented fairly and in accordance with U.S. GAAP. Judgments are
based on historical experience, terms of existing contracts, industry trends and
information available from outside sources, as appropriate. However, by their
nature, judgments are subject to an inherent degree of uncertainty, and,
therefore, actual results could differ from our estimates.
We have identified the following as our critical accounting policies:
Common Stock Subject to Possible Redemption
We account for our shares of Common Stock subject to possible redemption in
accordance with the guidance in accounting standards codification ("ASC") Topic
480 "Distinguishing Liabilities from Equity." Shares of Common Stock subject to
mandatory redemption is classified as a liability instrument and is measured at
fair value. Conditionally redeemable Common Stock (including Common Stock that
features redemption rights that are either within the control of the holder or
subject to redemption upon the occurrence of uncertain events not solely within
our control) is classified as temporary equity. At all other times, Common Stock
is classified as stockholders' equity. Our Common Stock features certain
redemption rights that are considered to be outside of our control and subject
to the occurrence of uncertain future events. Accordingly, the Common Stock
subject to possible redemption is presented as temporary equity, outside of the
stockholders' deficit section of our balance sheets.
Net Income (Loss) per Share of Common Stock
We comply with accounting and disclosure requirements of the Financial
Accounting Standards Board ('FASB") ASC Topic 260, Earnings Per Share. Net
income (loss) per share is computed by dividing net income (loss) by the
weighted average number of shares of Common Stock outstanding during the period,
excluding Common Stock subject to forfeiture. Remeasurement associated with the
redeemable shares of Common Stock is excluded from net income (loss) per share
as the redemption value approximates fair value. At September 30, 2022, we did
not have any dilutive securities and other contracts that could, potentially, be
exercised or converted into shares of Common Stock and then share in our
earnings. As a result, diluted income per share is the same as basic income per
share for the period presented.
Derivatives
We do not use derivative instruments to hedge exposures to cash flow, market, or
foreign currency risks. We evaluate all of our financial instruments, including
issued stock purchase warrants, to determine if such instruments are derivatives
or contain features that qualify as embedded derivatives, pursuant to ASC 480
and ASC 815-15. The classification of derivative instruments, including whether
such instruments should be recorded as liabilities or as equity, is reassessed
at the end of each reporting period.
19
We accounted for the 8,625,000 Warrants and the 7,100,000 Private Placement
Warrants issued in connection with the IPO and Private Placement in accordance
with the guidance contained in ASC 480, "Distinguishing Liabilities from Equity"
and ASC 815 "Derivatives and Hedging". The assessment considers whether the
instruments are freestanding financial instruments pursuant to ASC 480, meet the
definition of a liability pursuant to ASC 480, or whether the instruments meet
all of the requirements for equity classification under ASC 815, including
whether the instruments are indexed to our Common Stock and whether the holders
could potentially require "net cash settlement" in a circumstance outside of our
control, among other conditions for equity classification. The Public and
Private Placement Warrants were deemed to meet equity classification.
Accounting Estimates
The preparation of financial statements in conformity with U.S. GAAP requires
management to make estimates and assumptions that affect the reported amounts of
assets and liabilities and disclosure of contingent assets and liabilities at
the date of the financial statements and the reported amounts of expenses during
the reporting period.
Making estimates requires management to exercise significant judgment. It is at
least reasonably possible that the estimate of the effect of a condition,
situation or set of circumstances that existed at the date of the financial
statements, which management considered in formulating its estimate, could
change in the near term due to one or more future confirming events.
Item 3. Quantitative and Qualitative Disclosures about Market Risk.
Not applicable for a smaller reporting company.
Item 4. Controls and Procedures.
Evaluation of Disclosure Controls and Procedures
Under the supervision and with the participation of our management, including
our Chief Executive Officer and Chief Financial Officer, we conducted an
evaluation of the effectiveness of our disclosure controls and procedures as of
the end of the fiscal quarter ended September 30, 2022, as such term is defined
in Rules 13a-15(e) and 15d-15(e) under the Exchange Act. Based on this
evaluation, our chief executive officer and chief financial officer have
concluded that during the period covered by this report, our disclosure controls
and procedures were not effective due to the material weakness in our internal
control over financial reporting related to the accounting for common stock
subject to redemption and franchise tax expense and controls over
reconciliations during the financial statement close and disclosure review
process. As a result, we performed additional analysis as deemed necessary to
ensure that our unaudited condensed financial statements were prepared in
accordance with U.S. generally accepted accounting principles. Accordingly,
management believes that the unaudited condensed financial statements included
in this Form 10-Q present fairly, in all material respects, our financial
position, result of operations and cash flows of the periods presented.
Management has started implementing remediation steps to improve our disclosure
controls and procedures and our internal control over financial reporting.
Specifically, we have began to expand and improve our review process for account
reconciliations, common stock subject to redemption and franchise tax expense.
We have improved this process by enhancing access to accounting literature and
consideration of additional staff with the requisite experience and training to
supplement existing accounting professionals.
Disclosure controls and procedures are designed to ensure that information
required to be disclosed by us in our Exchange Act reports is recorded,
processed, summarized, and reported within the time periods specified in the
SEC's rules and forms, and that such information is accumulated and communicated
to our management, including our principal executive officer and principal
financial officer or persons performing similar functions, as appropriate to
allow timely decisions regarding required disclosure.
Changes in Internal Control over Financial Reporting
There were no changes to our internal control over financial reporting that
occurred during our fiscal quarter ended September 30, 2022 that have materially
affected or are reasonably likely to materially affect, our internal control
over financial reporting.
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PART II - OTHER INFORMATION
Item 1. Legal Proceedings.
There is no material litigation, arbitration or governmental proceeding
currently pending against us or any members of our management team in their
capacity as such.
Item 1A. Risk Factors.
If we are deemed to be an investment company for purposes of the Investment
Company Act, we may be forced to abandon our efforts to complete an Initial
Business Combination and instead be required to liquidate the Company. To
mitigate the risk of that result, on or prior to the 12-month anniversary of the
effective date of the registration statement relating to our Public Offering, we
may instruct Continental Stock Transfer and Trust Company to liquidate the
securities held in the Trust Account and instead hold all funds in the Trust
Account in cash. As a result, following such change, we will likely receive
minimal, if any, interest, on the funds held in the Trust Account, which would
reduce the dollar amount that our public stockholders would have otherwise
received upon any redemption or liquidation of the Company if the assets in the
Trust Account had remained in mutual funds.
On March 30, 2022, the SEC issued proposed rules (the "SPAC Rule Proposals"),
relating, among other things, to circumstances in which special purpose
acquisition companies ("SPACs") such as us could potentially be subject to the
Investment Company Act and the regulations thereunder. The SPAC Rule Proposals
would provide a safe harbor for such companies from the definition of
"investment company" under Section 3(a)(1)(A) of the Investment Company Act,
provided that a SPAC satisfies certain criteria. To comply with the duration
limitation of the proposed safe harbor, a SPAC would have a limited time period
to announce and complete a de-SPAC transaction. Specifically, to comply with the
safe harbor, the SPAC Rule Proposals would require a company to file a report on
Form 8-K announcing that it has entered into an agreement with a target company
for an initial business combination no later than 18 months after the effective
date of the registration statement for its initial public offering. The company
would then be required to complete its initial business combination no later
than 12 months after the effective date of the registration statement for its
initial public offering. We understand that the SEC has recently been taking
informal positions regarding the Investment Company Act consistent with the SPAC
Rule Proposals.
There is currently uncertainty concerning the applicability of the Investment
Company Act to a SPAC, including a company like ours, that does not complete its
initial business combination within the proposed time frame set forth in the
proposed safe harbor rule. As indicated above, the registration statement for
our Public Offering became effective in December 2021 and we have operated as a
blank check company searching for a target business with which to consummate an
Initial Business Combination since such time (or approximately 18 months after
the effective date of our registration statement for our Public Offering, as of
the date of this Quarterly Report). If we were deemed to be an investment
company for purposes of the Investment Company Act, we might be forced to
abandon our efforts to complete an Initial Business Combination and instead be
required to liquidate the Company. If we are required to liquidate the Company,
our investors would not be able to realize the benefits of owning shares in a
successor operating business, including the potential appreciation in the value
of our stock and Warrants following such a transaction, and our Warrants would
expire worthless.
The funds in the Trust Account have, since our Public Offering, been held only
in mutual funds investing solely in treasury securities and meeting certain
conditions under Rule 2a-7 under the Investment Company Act. As of September 30,
2022, amounts held in Trust Account included approximately $696,223 of accrued
interest. To mitigate the risk of us being deemed to have been operating as an
unregistered investment company under the Investment Company Act, we may, on or
prior to the 12-month anniversary of the effective date of the registration
statement relating to our Public Offering, or December 20, 2023, instruct
Continental Stock Transfer & Trust Company, the trustee with respect to the
Trust Account, to liquidate the mutual funds held in the Trust Account and
thereafter to hold all funds in the Trust Account in cash (i.e., in one or more
bank accounts) until the earlier of the consummation of an Initial Business
Combination or our liquidation. Following such liquidation of the assets in our
Trust Account, we will likely receive minimal interest, if any, on the funds
held in the Trust Account, which would reduce the dollar amount our public
stockholders would have otherwise received upon any redemption or liquidation of
the Company if the assets in the Trust Account had remained in mutual funds.
This means that the amount available for redemption will not increase after such
liquidation.
In addition, even prior to the 12-month anniversary of the effective date of the
registration statement relating to our Public Offering, we may be deemed to be
an investment company. The longer that the funds in the Trust Account are held
in mutual funds invested exclusively in such securities, even prior to the
12-month anniversary, there is a greater risk that we may be considered an
unregistered investment company, in which case we may be required to liquidate.
Accordingly, we may determine, in our discretion, to liquidate the securities
held in the Trust Account at any time, even prior to the 12-month anniversary,
and instead hold all funds in the Trust Account in cash, which would further
reduce the dollar amount our public stockholders would receive upon any
redemption or our liquidation.
21
A new 1% U.S. federal excise tax could be imposed on us in connection with
redemptions by us of our shares or our liquidation.
On August 16, 2022, President Biden signed into law the Inflation Reduction Act
of 2022 (the "IR Act"), which, among other things, imposes a new 1% U.S. federal
excise tax on certain repurchases of stock by "covered corporations" (which
include publicly traded domestic (i.e., U.S.) corporations) beginning in 2023,
with certain exceptions (the "Excise Tax"). The Excise Tax is imposed on the
repurchasing corporation itself, not its stockholders from which the stock is
repurchased. Because we are a Delaware corporation and our securities are
trading on NYSE American, we are a "covered corporation" for this purpose. The
amount of the Excise Tax is generally 1% of the fair market value of the shares
repurchased at the time of the repurchase. However, for purposes of calculating
the Excise Tax, repurchasing corporations are permitted to net the fair market
value of certain new stock issuances against the fair market value of stock
repurchases during the same taxable year. In addition, certain exceptions apply
to the Excise Tax. The U.S. Department of the Treasury has authority to provide
regulations and other guidance to carry out, and prevent the abuse or avoidance
of, the Excise Tax; however, no guidance has been issued to date. It is
uncertain whether, and to what extent, the Excise Tax could apply to any
repurchase by us of our common stock or in the event of our liquidation, in each
instance after December 31, 2022, including any redemptions in connection with
an Initial Business Combination or in the event we do not consummate an Business
Combination by December 20, 2023.
Whether and to what extent we would be subject to the Excise Tax on a redemption
of our shares of common stock or other stock issued by us would depend on a
number of factors, including (i) whether the redemption is treated as a
repurchase of stock for purposes of the Excise Tax, (ii) the fair market value
of the redemption treated as a repurchase of stock in connection with our
Initial Business Combination, an extension or otherwise (iii) the structure of
the Initial Business Combination, (iv) the nature and amount of any "PIPE" or
other equity issuances in connection with the Initial Business Combination (or
otherwise issued not in connection with the Initial Business Combination but
issued within the same taxable year of a redemption treated as a repurchase of
stock) and (v) the content of regulations and other guidance from the U.S.
Department of the Treasury. As noted above, the Excise Tax would be payable by
us, and not by the redeeming holder, and the mechanics of any required payment
of the Excise Tax have not yet been determined. The imposition of the Excise Tax
could cause a reduction in the cash available on hand to complete an Initial
Business Combination or for effecting redemptions and may affect our ability to
complete an Initial Business Combination. In addition, the Excise Tax could
cause a reduction in the per share amount payable to our public stockholders in
the event we liquidate the Trust Account due to a failure to complete an Initial
Business Combination within the requisite timeframe.
Other than the risk factors mentioned above, as of the date of this Quarterly
Report, there have been no material changes to the risk factors disclosed in our
Annual Report on Form 10-K for the year ended December 31, 2021.
Item 2. Unregistered Sales of Equity Securities and Use of Proceeds.
Use of Proceeds
On December 20, 2021, we sold 11,500,000 units, including 1,500,000 units
pursuant to the exercise of the underwriters' over-allotment option in full, at
a purchase price of $10.00 per unit in our IPO. Simultaneously with the closing
of the IPO, we consummated the private placement of 7,100,000 private warrants
for an aggregate purchase price of $7,100,000 (the "Private Placement").
Following the closing of the IPO and the Private Placement on December 20, 2021,
$116,725,000 from the net proceeds of the sale of the units in the IPO and the
sale of the private placement units was deposited into our trust account (the
"Trust Account"), and $1,849,679 of cash was held outside of the Trust Account
and is available for the Company's working capital purposes. Transaction costs
amounted to $7,087,891 in transaction costs, including $6,338,333 of
underwriting fees ($3,450,000 consisted of deferred underwriting fees) and
$749,558 of other costs.
The net proceeds deposited into the Trust Account are invested in United States
"government securities" within the meaning of Section 2(a)(16) of the Investment
Company Act having a maturity of 185 days or less or in money market funds
meeting certain conditions under Rule 2a-7 promulgated under the Investment
Company Act which invest only in direct U.S. government treasury obligations.
There has been no material change in the planned use of the proceeds from the
IPO and Private Placement as is described in our final prospectus dated December
15, 2021 and filed with the SEC on December 16, 2021.
Item 3. Defaults Upon Senior Securities.
None.
Item 4. Mine Safety Disclosures.
Not Applicable.
Item 5. Other Information.
Not Applicable.
22
Item 6. Exhibits.
The following exhibits are filed as part of, or incorporated by reference into,
this Quarterly Report on Form 10-Q.
Exhibit Description
3.1 Certification of Incorporation. Incorporated herein by reference to
the Registration Statement on Form S-1 filed on November 5, 2021, as
Exhibit 3.1 thereto.
3.2 Amended and Restated Certificate of Incorporation. Incorporated
herein by reference to the Current Report on Form 8-K filed on December
20, 2021, as Exhibit 3.1 thereto.
3.3 By-Laws. Incorporated herein by reference to the Registration
Statement on Form S-1 filed on November 5, 2021, as Exhibit 3.3
thereto.
31.1* Certification of the Chief Executive Officer required by Rule
13a-14(a) or Rule 15d-14(a).
31.2* Certification of the Chief Financial Officer required by Rule
13a-14(a) or Rule 15d-14(a).
32.1** Certification of the Chief Executive Officer and Chief Financial
Officer required by Rule 13a-14(b) or Rule 15d-14(b) and Section 1350
of Chapter 63 of Title 18 of the United States Code.
101.INS* XBRL Instance Document. The instance document does not appear in the
Interactive Data File because its XBRL tags are embedded within the
Inline XBRL document.
101.SCH* XBRL Taxonomy Extension Schema Document
101.CAL* XBRL Taxonomy Extension Calculation Linkbase Document
101.DEF* XBRL Taxonomy Extension Definition Linkbase Document
101.LAB* XBRL Taxonomy Extension Label Linkbase Document
101.PRE* XBRL Taxonomy Extension Presentation Linkbase Document
104* Cover Page Interactive Data File (formatted as Inline XBRL and
contained in Exhibit 101).
* Filed herewith.
** Furnished herewith.
23
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, as amended,
the registrant has duly caused this report to be signed on its behalf by the
undersigned thereunto duly authorized.
Ault Disruptive Technologies Corporation
Dated: November 21, 2022 /s/ William B. Horne
William B. Horne
Chief Executive Officer
(Principal Executive Officer)
Dated: November 21, 2022 /s/ Kenneth S. Cragun
Kenneth S. Cragun
Chief Financial Officer
(Principal Financial and Accounting Officer)
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