8-K

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): June 24, 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:

x 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 240.14d-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 (§ 230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§ 240.12b-2 of this chapter).

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 7.01. Regulation FD Disclosure.

On June 24, 2024, Ault Disruptive Technologies Corporation, a Delaware corporation (“ADRT”), and Gresham Worldwide, Inc., a California corporation (“Gresham”), issued a joint press release announcing that ADRT, Gresham and ADRT Merger Sub, Inc., a Delaware corporation and a direct, wholly owned subsidiary of ADRT (“Merger Sub”), executed an Agreement and Plan of Merger (the “Merger Agreement”). The transactions contemplated by the Merger Agreement are referred to herein as the “Business Combination.” While each of ADRT and Gresham is a publicly traded corporation, Ault Alliance, Inc. beneficially owns a majority of each of ADRT’s and Gresham’s shares of common stock. As such, the Business Combination is a related party transaction. A copy of the press release is furnished hereto as Exhibit 99.1. A copy of the Merger Agreement will be filed by ADRT on a Current Report on Form 8-K within four business days of June 23, 2024.

The information in this Item 7.01 and Exhibit 99.1 attached hereto shall not be deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), or otherwise subject to the liabilities of that section, nor shall it be deemed incorporated by reference in any filing under the Securities Act of 1933, as amended (the “Securities Act”), or the Exchange Act, except as expressly set forth by specific reference in such filing.

Important Information About the Business Combination and Where to Find It

In connection with the proposed business combination, ADRT intends to file a registration statement on Form S-4 (the “Registration Statement”) with the Securities and Exchange Commission (“SEC”), which will include a proxy statement/prospectus and certain other related documents, which will be both the proxy statement to be distributed to holders of shares of ADRT common stock in connection with ADRT’s solicitation of proxies for the vote by ADRT’s stockholders with respect to the business combination and other matters as may be described in the definitive proxy statement, as well as the prospectus relating to the offer and sale of securities of ADRT to be issued in the Business Combination. ADRT’s stockholders and other interested persons are advised to read, when available, the preliminary proxy statement/prospectus and documents incorporated by reference therein filed in connection with the Business Combination, as these materials will contain important information about the parties to the Merger Agreement, ADRT and the Business Combination. After the Registration Statement is declared effective, the definitive proxy statement will be mailed to ADRT’s stockholders as of the record date to be established for voting on the Business Combination and other matters as may be described in the Registration Statement. Stockholders will also be able to obtain copies of the proxy statement/prospectus and other documents filed with the SEC that will be incorporated by reference in the proxy statement/prospectus, without charge, once available, at the SEC’s web site at http://www.sec.gov, or by directing a request to: Ault Disruptive Technologies Corporation at its principal executive offices at 11411 Southern Highlands Parkway, Suite 240, Las Vegas, Nevada 89141.

Participants in the Solicitation

ADRT and its directors and executive officers may be deemed participants in the solicitation of proxies from ADRT’s stockholders with respect to the proposed business combination. A list of the names of those directors and executive officers and a description of their interests in ADRT is contained in the Annual Report on Form 10-K for the fiscal year ended December 31, 2023, filed by ADRT with the SEC on April 11, 2024, and with respect to Steve J. Smith, the Current Report on Form 8-K filed by ADRT with the SEC on June 20, 2024, and are available free of charge at the SEC’s web site at www.sec.gov, or by directing a request to Ault Disruptive Technologies Corporation at its principal executive offices at 11411 Southern Highlands Parkway, Suite 240, Las Vegas, Nevada 89141. Additional information regarding the interests of such participants will be contained in the Registration Statement when available. Gresham’s directors and executive officers may also be deemed to be participants in the solicitation of proxies from the stockholders of ADRT in connection with the Business Combination. A list of the names of such directors and executive officers and information regarding their interests in the Business Combination will be included in the Registration Statement when available.

Forward-Looking Statements

Certain statements in this Current Report on Form 8-K may be considered forward-looking statements. These forward-looking statements include, without limitation, ADRT and Gresham’s expectations with respect to future performance and anticipated financial impacts of the proposed Business Combination, the satisfaction of the closing conditions to the proposed Business Combination and the timing of the completion of the Business Combination. For example, projections of future enterprise value, revenue and other metrics are forward-looking statements. In some cases, you can identify forward-looking statements by terminology such as “may,” “should,” “expect,” “intend,” “will,” “estimate,” “anticipate,” “believe,” “predict,” “potential” or “continue,” or the negatives of these terms or variations of them or similar terminology. Such forward-looking statements are subject to risks, uncertainties, and other factors which could cause actual results to differ materially from those expressed or implied by such forward-looking statements. These forward-looking statements are based upon estimates and assumptions that, while considered reasonable by ADRT and its management and Gresham and its management, as the case may be, are inherently uncertain. Factors that may cause actual results to differ materially from current expectations include, but are not limited to: (1) the occurrence of any event, change or other circumstances that could give rise to the termination of any definitive agreements with respect to the Business Combination; (2) the outcome of any legal proceedings that may be instituted against ADRT, Gresham, the combined company or others; (3) the inability to complete the Business Combination due to the failure to obtain approval of the stockholders of ADRT, to obtain financing to complete the Business Combination or to satisfy other conditions to closing; (4) changes to the proposed structure of the Business Combination that may be required or appropriate as a result of applicable laws or regulations; (5) the ability to meet stock exchange listing standards following the consummation of the Business Combination; (6) the risk that the Business Combination disrupts current plans and operations of ADRT or Gresham as a result of the announcement and consummation of the Business Combination; (7) the ability to recognize the anticipated benefits of the Business Combination, which may be affected by, among other things, competition, the ability of the combined company to grow and manage growth profitably, maintain relationships with customers and suppliers and retain its management and key employees; (8) costs related to the Business Combination; (9) changes in applicable laws or regulations; (10) the possibility that ADRT, Gresham or the combined company may be adversely affected by other economic, business, and/or competitive factors; (11) the ability of the parties to complete the proposed Business Combination; (12) Gresham’s estimates of expenses and profitability and underlying assumptions with respect to stockholder redemptions and purchase price and other adjustments; and (13) other risks and uncertainties set forth in the section entitled “Risk Factors” and “Cautionary Note Regarding Forward-Looking Statements” in ADRT’s final prospectus relating to its initial public offering dated December 15, 2021 and in subsequent filings with the SEC, including the proxy statement relating to the Business Combination expected to be filed by ADRT.

Nothing in this Current Report on Form 8-K should be regarded as a representation by any person that the forward-looking statements set forth herein will be achieved or that any of the contemplated results of such forward-looking statements will be achieved. You should not place undue reliance on forward-looking statements, which speak only as of the date hereof. None of ADRT or Gresham undertake any duty to update these forward-looking statements.

No Offer or Solicitation

This Current Report on Form 8-K is for informational purposes only and shall not constitute a solicitation of a proxy, consent or authorization with respect to any securities or in respect of the Business Combination. This Current Report on Form 8-K shall also not constitute an offer to sell or the solicitation of an offer to buy any securities, nor shall there be any sale of securities in any states or jurisdictions in which such offer, solicitation or sale would be unlawful prior to registration or qualification under the securities laws of any such jurisdiction. No offering of securities shall be made except by means of a prospectus meeting the requirements of Section 10 of the Securities Act, or an exemption therefrom.

Item 9.01. Financial Statements and Exhibits.

(d) Exhibits

Exhibit No.	Description
99.1	Press Release, dated June 24, 2024.
101	Pursuant to Rule 406 of Regulation S-T, the cover page is formatted in Inline XBRL (Inline eXtensible Business Reporting Language).
104	Cover Page Interactive Data File (embedded within the Inline XBRL document).

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: June 24, 2024	AULT DISRUPTIVE TECHNOLOGIES CORPORATION
	By:	/s/ Henry Nisser
	Name:	Henry Nisser
	Title:	President and General Counsel

EX-99.1

Exhibit 99.1

   

Gresham Worldwide, Inc. and Ault Disruptive Technologies Corporation Announce Merger Agreement

· The combined company, which will be named Gresham Worldwide, Inc., will have an implied pro-forma enterprise value of approximately $83 million with up to approximately $1 million in additional cash, assuming no redemptions by Ault Disruptive’s public stockholders

· Merger anticipated to close in fourth quarter 2024; combined company anticipated to remain listed on NYSE American

· Gresham stockholders will retain 100% of their equity and will continue to own approximately 66% of the combined company, assuming no redemptions by Ault Disruptive’s public stockholders

SCOTTSDALE, AZ and LAS VEGAS, NV – JUNE 24, 2024 (BUSINESS WIRE) – Gresham Worldwide, Inc. (OTCQB: GIGA) (“Gresham” or the “Company”), a provider of high-performance purpose-built electronic solutions for mission critical applications in defense, health care, telecommunications, and transportation industries, and Ault Disruptive Technologies Corporation (NYSE American: ADRT) (“Ault Disruptive”), a special purpose acquisition company, today announced they have entered into a definitive agreement and plan of merger (the “Merger Agreement”). Under the terms of the Merger Agreement, a wholly owned subsidiary of Ault Disruptive will merge with and into Gresham and the holders of the outstanding Gresham shares will receive equity in Ault Disruptive in connection with the business combination (the “Transaction”).

The Boards of Directors of both Gresham and Ault Disruptive have unanimously approved the proposed Transaction, which is subject to customary closing conditions, including receipt of all regulatory approvals, as well as the approval of the proposed Transaction by Gresham’s and Ault Disruptive’s stockholders. The closing of the transaction is anticipated to occur in the fourth quarter 2024, with Gresham to redomicile from California to Delaware prior to the closing. Ault Disruptive will be rebranded and operate as Gresham Worldwide, Inc. and is expected to remain listed on the NYSE American under the ticker symbol “GWWI.”

While each of Ault Disruptive and Gresham is a public traded corporation, Ault Alliance, Inc. beneficially owns a majority of each issuer’s shares of common stock. As such, the Transaction is a related party transaction.

Following the closing of the Transaction, the combined company will be led by Jonathan Read, Gresham’s Chief Executive Officer and Lutz P. Henckels, Gresham’s Chief Financial Officer.

Gresham is a defense contractor, manufacturer of sophisticated medical testing equipment and distributor of electronic components with material operations in Israel, the United Kingdom, Connecticut and California.

Jonathan Read, Chief Executive Officer of Gresham, said, “The merger with Ault Disruptive marks a significant step for Gresham. It will allow us to expand the full potential of our investments in defense and healthcare technology. Listing on the NYSE American stock exchange should provide us with access to the necessary resources and visibility to enhance our engineering, production, and sourcing capabilities. Gresham has achieved over 20% revenue growth annually for the past three years and expects that growth to significantly accelerate with our global defense requirements and our new products for the healthcare industry. We are executing on our substantial $40+ million backlog of orders, while securing new orders from existing and prospective customers. Out support of the Israel defense requirements is vital to our global market position. Our expansion into providing NATO members defense products is also resulting in increased projects and products. We also believe that being on a national exchange will give us access to the resources to continue executing acquisitions of smaller defense contractors and accelerate our growth both organically and through M&A.”

Willliam Horne, Chief Executive Officer of Ault Disruptive said, “We are excited to partner with Gresham, a leader in high-performance electronic solutions for mission-critical applications across various industries. The increasing global demand for defense-related technologies, driven by ongoing conflicts and tensions, underscores the value of Gresham’s offerings. This merger will not only bolster Gresham’s growth but also deliver significant value to our stockholders. We look forward to working closely with Jonathan and his team as Gresham continues its impressive growth journey.”

Transaction Overview

Under the terms of the Merger Agreement, the Transaction is valued at an estimated pro forma enterprise value of approximately $83 million. At the closing, Gresham expects up to approximately $1 million of gross cash proceeds, assuming no redemptions by Ault Disruptive’s public stockholders, and intends to use net proceeds to fund continuing growth and expansion of its business. Upon completion of the Transaction, and assuming the issuance of common stock upon the conversion of outstanding convertible notes, Gresham stockholders will retain 100% of their equity and own 66% of the combined company at closing, assuming no redemptions by Ault Disruptive’s public stockholders.

Additional information about the Transaction will be provided in a Current Report on Form 8-K to be filed by Gresham and Ault Disruptive with the Securities and Exchange Commission (“SEC”) and will be available at the SEC’s website, www.sec.gov.

Advisors

A.G.P./Alliance Global Partners is serving as financial advisor to Ault Disruptive. Olshan Frome Wolosky LLP is serving as legal advisor to Ault Disruptive, and Nason, Yeager, Gerson, Harris & Fumero, P.A. is serving as legal advisor to Gresham.

About Gresham

Gresham works through operating companies in the United States, Israel and the United Kingdom to deliver purpose-built technology solutions that save, protect, and enhance life. The Company focuses on providing turnkey electronic solutions for defense, test and training applications, power electronics and displays, and radio frequency, microwave and millimeter wave systems and components. The Company primarily supports the defense and aerospace industry as well mission-critical applications in medical technology, transportation and telecommunications market sectors.

About Ault Disruptive

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.

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Additional Information and Where to Find It

In connection with the proposed Transaction, Ault Disruptive intends to file a Registration Statement on Form S-4 (the “Form S-4”) with the SEC, which will include a preliminary prospectus with respect to its securities to be issued by Ault Disruptive in connection with the Transaction and a preliminary proxy statement with respect to Ault Disruptive’s stockholder meeting at which Ault Disruptive’s stockholders will be asked to vote on the proposed Transaction. Gresham will separately file its own proxy statement with respect to Gresham’s stockholder meeting at which Gresham’s stockholders will be asked to vote on the proposed Transaction. Ault Disruptive’s and Gresham’s stockholders and other interested persons are advised to read, when available, the preliminary proxy statement/prospectus and the amendments thereto and the definitive proxy statement/prospectus and documents incorporated by reference therein filed in connection with the Transaction, as these materials will contain important information about Ault Disruptive, Gresham, the Merger Agreement and the Transaction. When available, the definitive proxy statement/prospectus and other relevant materials for the Transaction will be mailed to stockholders of Ault Disruptive and Gresham as of a record date to be established for voting on the Transaction. Stockholders of Ault Disruptive and Gresham will also be able to obtain copies of the Form S-4, the preliminary proxy statement/prospectus, the definitive proxy statement/prospectus and other documents filed with the SEC that will be incorporated by reference therein, without charge, once available, at the SEC’s web site at www.sec.gov.

Participants in the Solicitation

Ault Disruptive, Gresham and their respective directors, executive officers, other members of management and employees may be deemed participants in the solicitation of proxies from Ault Disruptive’s and Gresham’s stockholders with respect to the proposed Transaction. Investors and securityholders may obtain more detailed information regarding the names and interests in the business combination of the directors and officers of each of Ault Disruptive and Gresham such companies’ respective filings with the SEC, including the Form S-4.

No Offer or Solicitation

This press release does not constitute an offer to sell or a solicitation of an offer to buy, or the solicitation of any vote or approval in any jurisdiction in connection with the proposed Transaction or any related transactions, nor shall there be any sale, issuance or transfer of securities in any jurisdiction where, or to any person to whom, such offer, solicitation or sale may be unlawful. Any offering of securities or solicitation of votes regarding the proposed transaction will be made only by means of a proxy statement/prospectus that complies with applicable rules and regulations promulgated under the Securities Act of 1933, as amended (the “Securities Act”), and the Securities Exchange Act of 1934, as amended (the “Exchange Act”), or pursuant to an exemption from the Securities Act or in a transaction not subject to the registration requirements of the Securities Act.

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Forward-Looking Statements

This press release includes “forward-looking statements” within the meaning of Section 27A of the Securities Act and Section 21E of the Exchange Act. Statements regarding Ault Disruptive and Gresham’s expectations with respect to anticipated financial impacts of the proposed Transaction, the timing of the completion of the proposed Transaction, Gresham’s projected financial and operational performance, new product offerings that Gresham may introduce, 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 Ault Disruptive or Gresham’s management team, identify forward-looking statements. Such forward-looking statements are based on the beliefs of management, as well as assumptions made by, and information currently available to, Ault Disruptive’s and Gresham’s management. Actual results could differ materially from those contemplated by the forward-looking statements as a result of certain factors detailed in Ault Disruptive’s and Gresham’s filings with the SEC. Most of these factors are outside the control of Ault Disruptive and Gresham and are difficult to predict. In addition to factors disclosed in Ault Disruptive and Gresham’s filings with the SEC, the following factors, among others, could cause actual results and the timing of events to differ materially from the anticipated results or other expectations expressed in the forward-looking statements: the risk that the Transaction may not be completed in a timely manner or at all, which may adversely affect the price of the securities of Ault Disruptive and Gresham; the risk that the Transaction may not be completed by Ault Disruptive’s business combination deadline and the potential failure to obtain an extension of the business combination deadline if sought by Ault Disruptive; inability to meet the closing conditions to the Transaction, including the occurrence of any event, change, legal proceedings instituted against Gresham or against Ault Disruptive related to the Merger Agreement or the management team, or other circumstances that could give rise to the termination of the Merger Agreement; the inability to complete the Transaction contemplated by the Merger Agreement due to the failure to obtain approval of the stockholders of Ault Disruptive or Gresham and the receipt of certain governmental and regulatory approvals including the Israeli Ministry of Defense; changes in Ault Disruptive’s capital structure; redemptions exceeding a maximum threshold; the failure to maintain the listing of Ault Disruptive’s securities or failure of Gresham to meet the NYSE American’s initial listing standards in connection with the consummation of the contemplated Transaction; costs related to the Transaction contemplated by Merger Agreement; Gresham’s ability to successfully resolve certain pending litigation; and the failure to realize anticipated benefits of the Transaction or to realize estimated pro forma results and underlying assumptions, including with respect to estimated stockholder redemptions; a delay or failure to realize the expected benefits from the proposed Transaction. The forward-looking statements are based upon management’s beliefs and assumptions; and other risks and uncertainties to be identified in the Form S-4 (when available) relating to the Transaction, including those under “Risk Factors” therein, and in other filings with the SEC made by Ault Disruptive. Each of Ault Disruptive and Gresham undertake no obligation to update these statements for revisions or changes after the date of this press release except as required by law.

Contacts

Gresham Worldwide, Inc.

info@greshamworldwide.com

(833) 457-6667

Ault Disruptive Technologies Corporation

ir@aultdisruptive.com

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Cover	Jun. 24, 2024
Document Type	8-K
Amendment Flag	false
Document Period End Date	Jun. 24, 2024
Entity File Number	001-41171
Entity Registrant Name	Ault Disruptive Technologies Corporation
Entity Central Index Key	0001864032
Entity Tax Identification Number	86-2279256
Entity Incorporation, State or Country Code	DE
Entity Address, Address Line One	11411 Southern Highlands Parkway
Entity Address, Address Line Two	Suite 240
Entity Address, City or Town	Las Vegas
Entity Address, State or Province	NV
Entity Address, Postal Zip Code	89141
City Area Code	(949)
Local Phone Number	444-5464
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Pre-commencement Tender Offer	false
Pre-commencement Issuer Tender Offer	false
Entity Emerging Growth Company	true
Elected Not To Use the Extended Transition Period	false
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
Title of 12(b) Security	Units, each consisting of one share of Common Stock, par value $0.001 per share
Trading Symbol	ADRTU
Security Exchange Name	NYSE
Common Stock, par value $0.001 per share
Title of 12(b) Security	Common Stock, par value $0.001 per share
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Security Exchange Name	NYSE