Current Report Filing (8-k)
06 May 2022 - 8:14PM
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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):
May 5, 2022
Data
Knights Acquisition Corp.
(Exact name of registrant as specified in its charter)
Delaware
(State or other jurisdiction of incorporation)
001-40386 |
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86-2076743 |
(Commission File Number) |
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(IRS Employer Identification No.) |
Unit G6, Frome Business Park, Manor Road
Frome
United Kingdom, BA11 4FN
(Address of principal executive offices) (Zip Code)
Registrant’s telephone number, including
area code 011-44 203 833 4000
_________________________________
(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:
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x |
Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) |
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¨ |
Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) |
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¨ |
Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) |
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¨ |
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 |
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Trading Symbol(s) |
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Name of Each Exchange on Which
Registered |
Units, each consisting of one share of Class A Common Stock and one Redeemable Warrant |
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DKDCU |
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The Nasdaq Stock Market LLC |
Class A Common Stock, $0.0001 par value per share |
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DKDC |
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The Nasdaq Stock Market LLC |
Redeemable Warrants, each exercisable for one share of Class A Common Stock at an exercise price of $11.50 per share |
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DKDCW |
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The Nasdaq Stock Market 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.
Merger Agreement
On April 25, 2022, Data Knights Acquisition
Corp., a Delaware corporation (the “Company”), Data Knights Merger Sub, Inc., a Delaware corporation (“Merger
Sub”), and Data Knights, LLC, the Company’s sponsor (the “Sponsor”), entered into a definitive Agreement
and Plan of Merger (the “Merger Agreement”) with OneMedNet Corporation, Inc., a Delaware corporation (“OneMedNet”),
and Paul Casey, as seller representative (“Casey”, and together with the Company, Merger Sub, the Sponsor and OneMedNet,
the “Parties”).
On May 5, 2022, the Company issued a
press release announcing that its Sponsor has requested that the Company extend the date by which the Company has to consummate a business
combination from May 11, 2022 to August 11, 2022 (the “Extension”). The Extension is the first of two three-month extensions
permitted under the Company’s governing documents. In connection with the Extension, the Sponsor has notified the Company that it
has caused to be deposited an aggregate of $1,150,000 (representing $0.10 per public share) into the Company’s trust account on
May 5, 2022. The Extension provides the Company with additional time to complete its initial business combination (the “Business
Combination”) with OneMedNet, previously announced by the Company and OneMedNet on April 25, 2022.
A copy of the press release is attached
hereto as Exhibit 99.1 and is incorporated herein by reference.
Additional Information and Where to Find It
As previously disclosed, the Company intends to
file the Prospectus and Proxy Statement with the SEC, which Prospectus and Proxy Statement will be delivered to its stockholders once
definitive. This document does not contain all the information that should be considered concerning the Business Combination and the other
Stockholder Approval Matters and is not intended to form the basis of any investment decision or any other decision in respect of the
Business Combination and the other Stockholder Approval Matters. The Company’s stockholders and other interested persons are advised
to read, when available, the Prospectus and Proxy Statement and the amendments thereto and other documents filed in connection with the
Business Combination and other Stockholder Approval Matters, as these materials will contain important information about the Company,
OneMedNet, the Business Combination and the other Stockholder Approval Matters. When available, the Prospectus and Proxy Statement and
other relevant materials for the Business Combination and other Stockholder Approval Matters will be mailed to stockholders of the Company
as of a record date to be established for voting on the Business Combination and the other Stockholder Approval Matters. Stockholders
will also be able to obtain copies of the Prospectus and Proxy Statement and other documents filed with the SEC, without charge, once
available, at the SEC’s website at www.sec.gov, or by directing a request to: Data Knights Acquisition Corp., Unit G6, Frome Business
Park, Manor Road, Frome, BA11 4FN, United Kingdom.
No Offer or Solicitation
This Current Report on Form 8-K is for informational
purposes only and is not intended to and shall not constitute a proxy statement or the solicitation of a proxy, consent or authorization
with respect to any securities or in respect of the Business Combination or any related transactions and is not intended to and shall
not constitute an offer to sell or the solicitation of an offer to sell or the solicitation of an offer to buy or subscribe for any securities
or a solicitation of any vote of approval, nor shall there be any sale, issuance or transfer of securities in any jurisdiction in which
such offer, solicitation or sale would be unlawful prior to registration or qualification under the securities laws of any such jurisdiction.
Participants in Solicitation
The Company and its directors and executive officers
may be deemed participants in the solicitation of proxies from the Company’s stockholders with respect to the Business Combination
and related matters. A list of the names of those directors and executive officers and a description of their interests in the Company
is contained in the Company’s Registration Statement on Form S-1, as filed on March 9, 2021, which was filed with the SEC and
is available free of charge at the SEC’s web site at www.sec.gov, or by directing a request to Data Knights Acquisition Corp., Unit
G6, Frome Business Park, Manor Road, Frome, BA11 4FN, United Kingdom. Additional information regarding the interests of such participants
will be contained in the Prospectus and Proxy Statement when available.
OneMedNet and its directors, managers, and executive
officers may also be deemed to be participants in the solicitation of proxies from the Company’s stockholders in connection with
the Business Combination and related matters. A list of the names of such parties and information regarding their interests in the Business
Combination and related matters will be included in the Prospectus and Proxy Statement when available.
| Item 9.01. | Financial Statements and Exhibits. |
SIGNATURES
Pursuant to the requirements
of the Securities Exchange Act of 1934, as amended, the Company has duly caused this report to be signed on its behalf by the undersigned
hereunto duly authorized.
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DATA KNIGHTS ACQUISITION CORP. |
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Date: May 5, 2022 |
By: |
/s/ Barry Anderson |
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Barry Anderson |
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Chief Executive Officer |
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