| FORM 5 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 ANNUAL STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934 or Section 30(h) of the Investment Company Act of 1940 |
|
|||||||||||||||
| Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b). | |||||||||||||||||
| Form 3 Holdings Reported. | |||||||||||||||||
|
Form 4 Transactions Reported. | ||||||||||||||||
1. Name and Address of Reporting Person*
(Street)
|
2. Issuer Name and Ticker or Trading Symbol
Ault Disruptive Technologies Corp [ ADRT ] |
5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
|
||||||||||||||||||||||||
|
3. Statement for Issuer's Fiscal Year Ended
(Month/Day/Year) 12/31/2021 | ||||||||||||||||||||||||||
|
4. If Amendment, Date of Original Filed
(Month/Day/Year) |
6. Individual or Joint/Group Filing (Check Applicable Line)
|
|||||||||||||||||||||||||
| Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned | |||||||||||||||
|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|
| 1. Title of Security (Instr. 3) | 2. Transaction Date (Month/Day/Year) | 2A. Deemed Execution Date, if any (Month/Day/Year) | 3. Transaction Code (Instr. 8) | 4. Securities Acquired (A) or Disposed Of (D) (Instr. 3, 4 and 5) | 5. Amount of Securities Beneficially Owned at end of Issuer's Fiscal Year (Instr. 3 and 4) | 6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4) | 7. Nature of Indirect Beneficial Ownership (Instr. 4) | ||||||||
| Amount | (A) or (D) | Price | |||||||||||||
| Common Stock(1) | 02/23/2021 | P | 2,875,000 | A | (2) | 2,875,000 | I | By Ault Disruptive Technologies Company, LLC(2) | |||||||
| Common Stock | 12/16/2021 | P4 | 1,000 | A | $10.0262(3) | 2,876,000 | I | By Digital Power Lending, LLC(4) | |||||||
| Common Stock | 12/21/2021 | P4 | 200 | A | $10.015(5) | 2,876,200 | I | By Digital Power Lending, LLC(4) | |||||||
|
Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities) | ||||||||||||||
|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|
| 1. Title of Derivative Security (Instr. 3) | 2. Conversion or Exercise Price of Derivative Security | 3. Transaction Date (Month/Day/Year) | 3A. Deemed Execution Date, if any (Month/Day/Year) | 4. Transaction Code (Instr. 8) | 5. Number of Derivative Securities Acquired (A) or Disposed of (D) (Instr. 3, 4 and 5) | 6. Date Exercisable and Expiration Date (Month/Day/Year) | 7. Title and Amount of Securities Underlying Derivative Security (Instr. 3 and 4) | 8. Price of Derivative Security (Instr. 5) | 9. Number of derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr. 4) | 10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4) | 11. Nature of Indirect Beneficial Ownership (Instr. 4) | |||
| (A) | (D) | Date Exercisable | Expiration Date | Title | Amount or Number of Shares | |||||||||
| Warrants(6) | $11.5 | 12/15/2021 | P | 7,100,000 | (7) | (7) | Common Stock | 7,100,000 | $1 | 7,100,000 | I | By Ault Disruptive Technologies Company, LLC(6) | ||
| Warrants | $11.5 | 12/16/2021 | 4P | 750 | (7) | (7) | Common Stock | 750 | $10.0262(3) | 7,100,750 | I | By Digital Power Lending, LLC(4) | ||
| Warrants | $11.5 | 12/21/2021 | 4P | 150 | (7) | (7) | Common Stock | 150 | $10.015(5) | 7,100,900 | I | By Digital Power Lending, LLC(4) | ||
| Explanation of Responses: |
| 1. This Form 5 is being filed by Mr. Ault to correct his indirect ownership of shares of Common Stock and Warrants that are directly held by Ault Disruptive Technologies Company, LLC (the "Sponsor") and to reflect the purchases described in Tables I and II. |
| 2. This transaction reflects the shares of Common Stock purchased and held directly by the Sponsor, which were acquired pursuant to a Subscription Agreement by and among the Sponsor and the Issuer. The shares of Common Stock were purchased for a total sum of $25,000. The Sponsor is a wholly-owned subsidiary of BitNile Holdings, Inc. ("BitNile"). Mr. Ault, the Executive Chairman of BitNile, is deemed to have voting and investment power with respect to the securities held of record by the Sponsor. This transaction is reflected in this Form 5 to correct and reflect Mr. Ault's indirect ownership of the shares directly held by the Sponsor. |
| 3. This transaction was executed in multiple trades at a per unit price ranging from $10.00 to $10.035. The price above reflects the weighted average sale price. The per unit price above reflects the total price per unit, each unit consisted of one share of Common Stock and three-fourths of one redeemable warrant ("Unit"). The Reporting Person undertakes to provide, upon request by the SEC staff, the Issuer, or a security holder of the Issuer, full information regarding the number of shares purchased at each price. |
| 4. Digital Power Lending, LLC ("DPL") is a wholly-owned subsidiary of BitNile. Mr. Ault, the Executive Chairman of BitNile, is deemed to have voting and investment power with respect to the securities held of record by DPL. |
| 5. The price reflects the per Unit purchase price. |
| 6. This transaction reflects the Warrants purchased and held directly by the Sponsor, which were acquired pursuant to a private placement by and among the Sponsor and the Issuer. The Sponsor is a wholly-owned subsidiary of BitNile. Mr. Ault, the Executive Chairman of BitNile, is deemed to have voting and investment power with respect to the securities held of record by the Sponsor. This transaction is reflected in this Form 5 to correct and reflect Mr. Ault's indirect ownership of the Warrants directly held by the Sponsor. |
| 7. The Warrants may be exercised during the period commencing on the later of (A) the consummation by the Issuer of a merger, share exchange, asset acquisition, stock purchase, recapitalization, reorganization or other similar business combination with one or more businesses or entities (a "Business Combination") or (B) December 15, 2022, and terminating at 5:00 p.m., New York City time, on the date that is five years after the consummation of the Issuer's initial Business Combination or earlier upon redemption or the liquidation of the Issuer. |
| /s/ Milton C. Ault III | 02/11/2022 | |
| ** Signature of Reporting Person | Date | |
| Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly. | ||
| * If the form is filed by more than one reporting person, see Instruction 4 (b)(v). | ||
| ** Intentional misstatements or omissions of facts constitute Federal Criminal Violations See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a). | ||
| Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure. | ||
| Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB Number. | ||