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 20, 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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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.
| Item 7.01. | Regulation FD Disclosure. |
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”) pursuant to which MergerSub will merge with and into OneMedNet and OneMedNet will become a wholly-owned
subsidiary of the Company (the “Business Combination”).
Furnished as Exhibit 99.1 hereto and
incorporated into this Item 7.01 by reference is an investor presentation that the Company has prepared for use in connection with various
meetings and conferences with certain investors in connection with the Merger Agreement, the Business Combination and the related transactions.
The information in this Item 7.01, including
Exhibit 99.1, is being furnished and will not be deemed to be filed for purposes of Section 18 of the Securities Exchange Act of
1934, as amended (the “Exchange Act”), or otherwise be subject to the liabilities of that section, nor will it be deemed
to be incorporated by reference in any filing under the Securities Act or the Exchange Act.
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.
Cautionary Statement Regarding Forward-Looking
Statements
This Current Report on Form 8-K contains “forward-looking
statements” within the meaning of the Private Securities Litigation Reform Act of 1995. Such statements include, but are not limited
to, statements about future financial and operating results, our plans, objectives, expectations, and intentions with respect to future
operations, products, and services; and other statements identified by words such as “will likely result,” “are expected
to,” “will continue,” “is anticipated,” “estimated,” “believe,” “intend,”
“plan,” “projection,” “outlook” or words of similar meaning. These forward-looking statements include,
but are not limited to, statements regarding the Target’s industry and market sizes, future opportunities for the Company and the
Target, the Company’s and the Target’s estimated future results and the transactions contemplated by the Merger Agreement,
including the implied enterprise value, the expected transaction and ownership structure and the likelihood and ability of the Parties
to successfully consummate the transactions contemplated by the Merger Agreement. Such forward-looking statements are based upon the current
beliefs and expectations of our management and are inherently subject to significant business, economic and competitive uncertainties
and contingencies, many of which are difficult to predict and generally beyond our control. Actual results and the timing of events may
differ materially from the results anticipated in these forward-looking statements.
In addition to factors previously disclosed in
the Company’s reports filed with the SEC and those identified elsewhere in this communication, 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: (i) the risk that the transactions contemplated by the Merger Agreement may not be completed in a timely
manner or at all, which may adversely affect the price of the Company’s securities; (ii) the risk that the transactions contemplated
by the Merger Agreement may not be completed by the Company’s Business Combination deadline and the potential failure to obtain
an extension of the Business Combination deadline if sought by the Company; (iii) the failure to satisfy the conditions to the consummation
of the transactions contemplated by the Merger Agreement, including the adoption of the Merger Agreement by the stockholders of the Company,
the satisfaction of the minimum cash amount following redemptions by the Company’s public stockholders and the receipt of certain
governmental and regulatory approvals; (iv) the lack of a third-party valuation in determining whether or not to pursue the transactions
contemplated by the Merger Agreement; (v) the occurrence of any event, change or other circumstance that could give rise to the termination
of the Merger Agreement; (vi) the effect of the announcement or pendency of the transactions contemplated by the Merger Agreement on the
Target’s business relationships, performance and business generally; (vii) risks that the transactions contemplated by the Merger
Agreement disrupt current plans and operations of the Target; (viii) the outcome of any legal proceedings that may be instituted against
the Target or the Company related to the Merger Agreement or the transactions contemplated thereby; (ix) the ability to maintain the listing
of the Company’s securities on Nasdaq Capital Market; (x) the price of the Company’s securities, including following the Closing,
may be volatile due to a variety of factors, including changes in the competitive and regulated industries in which the Target operates,
variations in performance across competitors, changes in laws and regulations affecting the Target’s business and changes in the
capital structure; (xi) the ability to implement business plans, forecasts, and other expectations after the completion of the transactions
contemplated by the Merger Agreement, and identify and realize additional opportunities; (xii) the risk of downturns and the possibility
of rapid change in the highly competitive industry in which the Target operates, and the risk of changes in applicable law, rules, regulations
and regulatory guidance that could adversely impact the Target’s operations; (xiii) the risk that the Target and its current and
future collaborators are unable to successfully develop and commercialize the Target’s products or services, or experience significant
delays in doing so; (xiv) the risk that the Target may not achieve or sustain profitability; (xv) the risk that the Target will need to
raise additional capital to execute its business plan, which may not be available on acceptable terms or at all; and (xvi) the risk that
the Target experiences difficulties in managing its growth and expanding operations.
Actual results, performance or achievements may
differ materially, and potentially adversely, from any projections and forward-looking statements and the assumptions on which those forward-looking
statements are based. There can be no assurance that the data contained herein is reflective of future performance to any degree. You
are cautioned not to place undue reliance on forward-looking statements as a predictor of future performance as projected financial information
and other information are based on estimates and assumptions that are inherently subject to various significant risks, uncertainties and
other factors, many of which are beyond our control. All information set forth herein speaks only as of the date hereof in the case of
information about the Company and the Target or the date of such information in the case of information from persons other than the Company
or the Target, and we disclaim any intention or obligation to update any forward-looking statements as a result of developments occurring
after the date of this communication. Forecasts and estimates regarding the Target’s industry and end markets are based on sources
we believe to be reliable, however there can be no assurance these forecasts and estimates will prove accurate in whole or in part. Annualized,
pro forma, projected, and estimated numbers are used for illustrative purpose only, are not forecasts and may not reflect actual results.
| Item 9.01. | Financial Statements and Exhibits. |
(d) 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 20, 2022 |
By: |
/s/ Barry Anderson |
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Barry Anderson |
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Chief Executive Officer |
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