Ault Disruptive Technologies Corporation *

Ault Disruptive Technologies Corporation *

Nov 5, 2021 by Anthony Sozzi

LIQUIDATION – 9/27/24 – LINK

  • The Company anticipates that the last day of trading in the Class A ordinary shares will be October 10, 2024.
    • The per-share redemption price will be approximately $11.18

SHAREHOLDER VOTE – 9/6/24 – LINK

  • The Director and Auditor’s proposal were approved.

The below-announced combination was terminated on 8/15/24.  It will remain on the page for reference purposes only. Once a new combination is announced it will be added to the top of the page.


PROPOSED BUSINESS COMBINATION: Gresham Worldwide, Inc. (OTCQB: GIGA) [Terminated]

ENTERPRISE VALUE: $83 million
ANTICIPATED SYMBOL: GWWI

Ault Disruptive Technologies Corporation proposes to combine with Gresham Worldwide, Inc. (OTCQB: GIGA).

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.


TRANSACTION

  • 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.
  • The Business Combination is targeted to be consummated in the fourth quarter of 2024

SPAC FUNDING

  • No additional funding at this time.

LOCK-UP

  • Company and Sponsor
    • The lock-up was not specified at this time.
  • Sponsor Lock-up from the 424B4
    • One year following the closing or if the share price equals or exceeds $12.00 for 20/30 trading days at least 150 days after the Closing.

NOTABLE CONDITIONS TO CLOSING

  • The consummation of the PIPE or an alternative financing in an amount of no less than $3,500,000.
  • No minimum cash condition was mentioned.

NOTABLE CONDITIONS TO TERMINATION

  • The Closing has not occurred on or before December 15, 2024 (the “Termination Date”)

ADVISORS

  • Company
    • Nason, Yeager, Gerson, Harris & Fumero, P.A. is serving as legal advisor.
  • SPAC
    • A.G.P./Alliance Global Partners is serving as financial advisor.
    • Olshan Frome Wolosky LLP is serving as legal advisor.

EXTENSION – 2/16/24 – LINK

  • The SPAC approved the extension from February 20, 2024 to December 20, 2024.
    • 121,695 shares were redeemed at the meeting for $11.72 per share.
    • No contribution will be made into the trust account.

EXTENSION – 6/15/23 – LINK

  • The SPAC approved the extension from June 20, 2023, to  February 20, 2024.
    • 11,311,125 shares were redeemed at the meeting for $10.61 per share.
    • No contribution will be made into the trust account.

EXTENSION – 12/13/22 – LINK

  • On December 13, 2022, Ault Disruptive Technologies Corporation received notice from the Sponsor of their intention to deposit $1,150,000 into the trust account established in connection with the Company’s initial public offering.
  • The Deposit is required to extend the period of time the Company will have to consummate its initial business combination by three months from the current deadline of December 20, 2022, until March 20, 2023.
  • If the Sponsor makes such Deposit, the Sponsor will receive 1,150,000 private placement warrants in connection with such Deposit.

MANAGEMENT & BOARD


Executive Officers

William B. Horne, 52
Chief Executive Officer and Director

Mr. Horne joined the board of directors of Ault Global in October 2016. Mr. Horne has demonstrated day-to-day operational leadership of Ault Global and experience with a range of disruptive technology companies in quickly evolving industries, as well as extensive knowledge of complex financial and accounting issues, make him well qualified as a member of the board of directors. Mr. Horne has been the Chairman of the Board of Alzamend Neuro since June 2021 and served as its Chief Financial Officer from June 2016 to December 2018 and director from June 2016 to June 2021. He is also a director and the Chief Financial Officer of Avalanche since June 2016. Mr. Horne previously served as Chief Financial Officer of OptimisCorp, a healthcare technology developer, from January 2008 to May 2013, and Chief Financial Officer of Patient Safety Technologies, Inc., a medical device provider, from June 2005 to October 2008, and its interim Chief Executive Officer from January 2007 to April 2008. Prior to that, Mr. Horne held supervisory positions at the accounting firm Price Waterhouse, LLP (now PwC). Mr. Horne earned a B.A. degree in accounting from Seattle University.


Henry C.W. Nisser, 53
President, General Counsel and Director

Mr. Nisser has served as the Executive Vice President and General Counsel of Alzamend Neuro on a part-time basis since May 2019, and has been a director of that company since September 2020. Mr. Nisser has also been the Executive Vice President and General Counsel of Avalanche since May 2019. Prior to joining Ault Global and these companies, Mr. Nisser practiced law at the New York law firm Sichenzia Ross Ference LLP from October 2011 to April 2019, concentrating on national and international corporate law, with a focus on U.S. federal securities law compliance, mergers and acquisitions, equity and debt financings, and corporate governance. Mr. Nisser earned a B.A. degree in international relations and economics from Connecticut College and an LL.B. from University of Buckingham School of Law in the United Kingdom. Mr. Nisser speaks fluent French and Swedish and is conversant in Italian.


Kenneth S. Cragun, 60
Chief Financial Officer

Mr. Cragun served as a CFO Partner at Hardesty, LLC, a national executive services firm from October 2016 to December 2018. His assignments at Hardesty included serving as Chief Financial Officer of CorVel Corporation (Nasdaq: CRVL), a publicly-traded healthcare risk management software company, and RISA Tech, Inc., a structural design and optimization software company. Mr. Cragun was also Chief Financial Officer of two Nasdaq-traded companies, Local Corporation, a local search engine provider, from April 2009 to September 2016, and Modtech Holdings, Inc., a supplier of modular buildings, from June 2006 to March 2009. Mr. Cragun began his career at the accounting firm Deloitte. Mr. Cragun earned a B.S. degree in accounting from Colorado State University-Pueblo.


David Katzoff, 60
Vice President – Finance

Mr. Katzoff served as the Chief Financial Officer of Lumina Media, LLC, a privately-held media company and publisher of life-style publications, from 2015 to December 2018, and Vice President of Finance of Local Corporation from 2003 to 2017. Mr. Katzoff earned a B.S. degree in business management from the University of California at Davis.



Board of Directors

Milton C. (Todd) Ault III, 50
Chairman of the Board

Since March 2017, Mr. Ault has spent a substantial portion of his time transforming Ault Global, formerly DPW Holdings, Inc. into a diversified holding company with interests in the defense-aerospace, industrial, automobile, telecommunications, medical-biopharma and textile industries. Mr. Ault has been the Executive Chairman of the Board of Ault Global from March 2017 to date, and served as its Chief Executive Officer from December 2017 to January 2021. Mr. Ault also serves as the Chairman Emeritus of Alzamend Neuro, Inc. (“Alzamend Neuro”), a biopharmaceutical company focused on developing novel products for the treatment of neurodegenerative diseases and psychiatric disorders, since June 2021, and previously served as its Executive Chairman of the Board from February 2016 to June 2021. Mr. Ault serves as the Executive Chairman of the Board of Avalanche International Corp. dba MTIX International (“Avalanche”), a publicly-traded company engaged in developing advanced materials and processing technology for textile applications, since September 2014. Further, Mr. Ault serves as the Chairman of the Board of Ault & Company, Inc., a holding company with various investments, since December 2015. Additionally, Mr. Ault has been the Vice President of Business Development for MCKEA Holdings, LLC, a private wealth management family office, since January 2011.


Jeffrey A. Bentz, 62
Director

Mr. Bentz is an experienced businessman who has served since 1994 as President of North Star Terminal & Stevedore Company, a full-service stevedoring company located in Alaska and whose major areas of business include terminal operations and management, stevedore services and heavy equipment operations. Mr. Bentz has served as a director of BitNile since January 2018. He also has served as a director and advisor to several private companies and agencies. Mr. Bentz obtained a B.A. degree in Business and Finance from Western Washington University.


Mark Gustafson, 62 [Resigned 12/1/23]
Director

Mr. Gustafson is a Chartered Professional Accountant with over 35 years of corporate, private and public company experience. Since April 2021, Mr. Gustafson has been the Chief Financial Officer for PharmaKure Limited, a London-based biopharmaceutical company dedicated to the treatment of neurodegenerative diseases. From 2014 to 2020, he was the Chief Executive Officer of Challenger Acquisitions Limited, a London Stock Exchange listed entertainment company. From 2010 to 2012, Mr. Gustafson was the President and Chief Executive Officer of Euromax Resources Limited, a Toronto Stock Exchange listed mineral exploration company. From 2005 to 2009, he served as Chairman and Chief Executive Officer of Triangle Energy Corporation, a New York Stock Exchange listed oil and gas exploration company, from 2004 to 2006, he served as President and Chief Executive Officer of Torrent Energy Corporation, a private oil and gas company, and from 2001 to 2002, he served as a financial consultant for Samson Oil & Gas and Peavine Resources, two private oil and gas companies. From 1997 to 1999, Mr. Gustafson served as President and Chief Executive Officer of Total Energy Services Ltd., a Toronto Stock Exchange listed oilfield services company, from 1993 to 1995, he served as the Chief Financial Officer of Q/media Software Corporation, a Toronto Stock Exchange listed software company, and from 1987 to 1993, he served initially as the Chief Financial Officer and then as a Vice President in charge of two operating divisions at EnServ Corporation, a Toronto Stock Exchange listed oilfield services company. From 1981 to 1987, he served as an audit manager at Price Waterhouse in Calgary Alberta. Mr. Gustafson received his Bachelor of Business Administration from Wilfrid Laurier University.


Mark Nelson, 61 [Resigned]
Director

Mr. Nelson is currently the Chief Executive Officer and a Director of Arctic International LLC, a Russian-based company that provides project and fabrication services for the oil and gas industry, since 2003, and the Managing Director of Sockeye Point Marine Services LLC, an Alaska-based company that provides services inspecting and repairing barges and vessels, since 2005. Mr. Nelson also serves as a director of Oasis Group International, an international engineering, procurement and construction management company, since 2010, and Sundance Mining Group LLC, a gold and silver mining development and production company, since 2020. Mr. Nelson served as President and Chief Executive Officer of ASRC Energy Services, an Alaska-based energy services company, and served as President of ASRC Energy Services O&M, ASRC Energy Services’ subsidiary, from 2005 to 2011. Mr. Nelson received a B.S. degree in finance from the University of Idaho.


Robert O. Smith, 77
Director

Mr. Smith is currently an independent C-level executive consultant working with Bay Area high-tech firms on various strategic initiatives in all aspects of their business. Mr. Smith has served as a director of Ault Global since September 2016, and was previously a member of its board from November 2010 to May 2015. From 2004 to 2007, he served on the board of directors of Castelle Corporation. From 1990 to 2002, he was the President, Chief Executive Officer and Chairman of the Board of Ault Global. From 1980 to 1990, he held several management positions with Computer Products, Inc., the most recent being President of their Compower/Boschert Division. From 1970 to 1980, he held managerial accounting positions with Ametek/Lamb Electric and with the JM Smucker Company. Mr. Smith received his BBA degree in Accounting from Ohio University.


Steve J. Smith, 70 [Appointed]
Director

He is a seasoned business leader recognized for pioneering computer numerical control (“CNC”) programming, co-founding and scaling multiple companies, and steering operational and financial excellence, having operated in this space for more than 35 years. Mr. Smith’s leadership has been instrumental in driving growth, optimizing operations, and ensuring the delivery of high-quality, competitively priced products. From 1994 to the present, Mr. Smith has acted as a CNC consultant for a number of entities, including JBL Speakers, Pioneer Electronics, Steelcase Manufacturing, Olhausen Billiards, World of Leisure Pool Tables, Rickenbacker Guitars and Fender Musical Instruments, Inc. Since January 2024, Mr. Smith has served on the board of directors of RiskOn International, Inc., a publicly traded company. Mr. Smith received his Bachelor of Science in Business Administration from Point Loma Nazarene University in 1977.