DKDCU Data Knights Acquisition Corporation

 

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): August 11, 2023

 

DATA KNIGHTS ACQUISITION CORP.

(Exact name of registrant as specified in its charter)

 

Delaware

(State or other jurisdiction of incorporation)

 

001-40386		86-2076743
(Commission File Number)		(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 +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:

 

	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 Class A Common Stock and one Redeemable Warrant		DKDCU		The Nasdaq Stock Market LLC
Class A Common Stock, $0.0001 par value per share		DKDCA		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		DKDCW		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 1.01.

Entry into a Material Definitive Agreement.

 

Amendment of Trust Agreement

 

Data Knights Acquisition Corp., a Delaware corporation, (the “Company”), entered into an Investment Management Trust Agreement, dated as of May 11, 2021 and as amended as of November 11, 2022 (the “Trust Agreement”), by and between the Company and Continental Stock Transfer & Trust Company, as trustee (“Continental”), which was initially filed as an exhibit to the Company’s Registration Statement on Form S-1 (File No. 333-254029) in connection with its initial public offering on May 11, 2021 (the “IPO”).

 

On August 11, 2023, at 1:00 p.m. ET, the Company held a virtual special meeting of its stockholders at https://www.cstproxy.com/dataknights/ext2023, pursuant to due notice (such meeting, the “Special Meeting”) in that certain Proxy Statement on Schedule 14(a) filed August 7, 2023 (as amended, the “Proxy Statement”). At the Special Meeting, the Company stockholders entitled to vote at the Special Meeting (the “Stockholders”) cast their votes and approved the proposal (the “Trust Amendment Proposal”) to authorize the Company to enter into Amendment No. 2 to the Trust Agreement (the “Trust Agreement Amendment”) to amend the Trust Agreement to allow the Company to extend beyond August 11, 2023 the date by which either the Company must have completed its initial business combination or Continental must liquidate the Trust Account established in connection with the IPO (the “Trust Account”). Following approval of the Trust Amendment Proposal by the Stockholders, the Company and Continental promptly entered into the Trust Agreement Amendment.

 

The foregoing summary is qualified by the full text of the Trust Agreement Amendment, which is included as Exhibit 10.1.

 

Item 3.03.

Material Modification to Rights of Security Holders.

 

Amendment of Memorandum and Articles of Association

 

As described in more detail in Item 5.03, the Stockholders approved the Extension Amendment Proposal (as defined below) to amend the Company’s Second Amended and Restated Certificate of Incorporation, as previously amended (the “Charter”), and authorized the Company to file the Second Amendment to the Amended and Restated Certificate of Incorporation (the “Amended Charter”) with the Secretary of State of the State of Delaware. Following approval of the Extension Amendment Proposal by the Stockholders, the Company promptly filed the Amended Charter with the Secretary of State of the State of Delaware.

 

The foregoing summary is qualified by the full text of the Amended Charter, which is included as Exhibit 3.1.

  

Item 5.03.

Articles of Incorporation or Bylaws.

 

At the Special Meeting, the Stockholders approved the Extension Amendment Proposal to amend Company’s Charter and authorized the Company to adopt and file the Amended Charter with the Secretary of State of Delaware, which the Company promptly filed following the Stockholders’ approval.

 

Pursuant to the Amended Charter, the Company has the right to extend beyond August 11, 2023, by up to nine (9) one-month extensions through May 11, 2024 (each of the nine (9) one-month extensions, an “Extension” and each such extended date a “Deadline Date”), which is the date by which the Company must have completed its initial business combination or liquidate the Trust Account. In connection with each Extension, Data Knights, LLC, the Company’s sponsor (or its affiliates or permitted designees), will deposit into the Trust Account the lesser of (x) $75,000 or (y) $0.045 per share for each public share outstanding as of the applicable Deadline Date, and the procedures relating to any such extension, as set forth in the Trust Agreement, shall have been complied with (the “Extension Amendment Proposal”).

 

The foregoing summary is qualified by the full text of the Amended Charter, which is included as Exhibit 3.1.

 

 

Item 5.07.

Submission of Matters to a Vote of Security Holders.

 

On the record date of July 27, 2023, the Company had 6,191,819 shares entitled to vote at the Special Meeting. At the Special Meeting, the Stockholders voted on two of three proposals presented, each as described in the Proxy Statement, and cast their votes as described below:

 

Proposal 1 – Extension Amendment Proposal

 

The Stockholders approved the Extension Amendment Proposal. The following is a tabulation of the voting results:

 

Common Stock:

 

Votes For		Votes Against		Abstentions		Broker Non-Votes
5,574,973		82,213		0		0

 

Proposal 2 – Trust Amendment Proposal

 

The stockholders approved the Extension Amendment Proposal. The following is a tabulation of the voting results:

 

Common Stock:

 

Votes For		Votes Against		Abstentions		Broker Non-Votes
5,574,973		82,213		0		0

 

Item 8.01.

Other Events.

 

Redemption of Shares

 

In connection with the voting on the Extension Amendment Proposal and the Trust Amendment Proposal at the Special Meeting, holders of 1,018,846 shares of Class A ordinary shares exercised the right to redeem such shares for cash.

 

Item 9.01.

Exhibits.

 

Exhibit Number		Description of Exhibit
3.1		Second Amendment to The Second Amended and Restated Certificate Of Incorporation of Data Knights Acquisition Corp.
10.1		Amendment No. 2 to Investment Management Trust Agreement
99.1		Press release dated August 11, 2023
104		Cover Page Interactive Data File (Embedded within the Inline XBRL document and included in Exhibit)

 

 

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.

 

	DATA KNIGHTS ACQUISITION CORP.
Date: August 11, 2023	By:	/s/ Barry Anderson
		Barry Anderson
		Chief Executive Officer

 

 

Exhibit 3.1

 

SECOND AMENDMENT TO THE SECOND AMENDED AND RESTATED

CERTIFICATE OF INCORPORATION

OF

DATA KNIGHTS ACQUISITION CORP.

 

August 11, 2023

 

Data Knights Acquisition Corp., a corporation organized and existing under the laws of the State of Delaware (the “Corporation”), DOES HEREBY CERTIFY AS FOLLOWS:

 

1.

The name of the Corporation is Data Knights Acquisition Corp. The Corporation’s Certificate of Incorporation was filed in the office of the Secretary of State of the State of Delaware pursuant to the DGCL on February 8, 2021 (the “Original Certificate”).

 

2.

An Amended and Restated Certificate of Incorporation was filed in the  office  of  the  Secretary  of State of the State of Delaware  on March 8, 2021 (the “Amended and Restated Certificate of  Incorporation”).  A Second Amended and Restated Certificate of Incorporation was filed in  the  office  of  the  Secretary  of State of the State of Delaware on April 6, 2021 (the “Second Amendment to the Amended and Restated Certificate of Incorporation”).

 

3.

The First Amendment to the Second Amended and Restated Certificate of Incorporation, was duly adopted in accordance with Sections 228, 242 and 245 of the DGCL and filed with Secretary of State of the State of Delaware on November 11, 2022.

 

4.

This Second Amendment to the Second Amended and Restated Certificate (this “Certificate”), was duly adopted in accordance with Sections 228, 242 and 245 of the DGCL.

 

5.

The text of Section 9.2(d) of Article IX is hereby amended and restated to read in full as follows:

 

(i)

In the event that the Corporation has not consummated an initial Business Combination within 18 months, subject to nine one-month extensions from the closing of the initial public offering of the units provided that, pursuant to the terms of our amended charter and our amended trust agreement, the Corporation deposits into the Trust Account an additional $0.0333 per unit, for each month extended, in the Corporation’s sole discretion whether to exercise one or more extensions provided that the Corporation will not exercise an extension at such time that the redemptions of shares of Class A Common Stock by the Corporation’s Public Stockholders causes the Corporation to have less than $5,000,001 of net tangible assets (the “Combination Period”), and the Corporation does not further extend the combination period as provided under Section 9.2(d)(ii), the Corporation shall (i) cease all operations except for the purpose of winding up, (ii) as promptly as reasonably possible but not more than ten business days thereafter subject to lawfully available funds therefor, redeem 100% of the Offering Shares in consideration of a per-share price, payable in cash, equal to the quotient obtained by dividing (A) the aggregate amount then on deposit in the Trust Account, including interest not previously released to the Corporation to pay its taxes (and up to $100,000 of interest to pay dissolution expenses), by (B) the total number of then issued and outstanding Offering Shares, which redemption will completely extinguish rights of the Public Stockholders (including the right to receive further liquidating distributions, if any), subject to applicable law, and (iii) as promptly as reasonably possible following such redemption, subject to the approval of the remaining stockholders and the Board in accordance with applicable law, dissolve and liquidate, subject in each case to the Corporation’s obligations under the DGCL to provide for claims of creditors and other requirements of applicable law.

 

 

(ii)

Provided that the period of time to consummate a Business Combination has been extended as contemplated in Section 9.2(d)(i) and the Corporation has not consummated an initial Business Combination, the Board may elect to further extend the time to consummate an initial Business Combination for up to an additional nine (9) one-month extensions at a price which shall be the lesser of (x) $75,000 or (y) $0.045 per share for each month extended, in the Corporation’s sole discretion whether to exercise one or more extensions to extend the Combination Period provided that the Corporation will not exercise an extension at such time that the redemptions of shares of Class A Common Stock by the Corporation’s Public Stockholders causes the Corporation to have less than $5,000,001 of net tangible assets, the Corporation shall (i) cease all operations except for the purpose of winding up, (ii) as promptly as reasonably possible but not more than ten business days thereafter subject to lawfully available funds therefor, redeem 100% of the Offering Shares in consideration of a per-share price, payable in cash, equal to the quotient obtained by dividing (A) the aggregate amount then on deposit in the Trust Account, including interest not previously released to the Corporation to pay its taxes (and up to $100,000 of interest to pay dissolution expenses), by (B) the total number of then issued and outstanding Offering Shares, which redemption will completely extinguish rights of the Public Stockholders (including the right to receive further liquidating distributions, if any), subject to applicable law, and (iii) as promptly as reasonably possible following such redemption, subject to the approval of the remaining stockholders and the Board in accordance with applicable law, dissolve and liquidate, subject in each case to the Corporation’s obligations under the DGCL to provide for claims of creditors and other requirements of applicable law.

 

6. This Certificate shall be effective as of August 11, 2023 following its filing with the Secretary of State of Delaware.

 

IN WITNESS WHEREOF, Data Knights Acquisition Corp. has caused this Certificate to be duly executed and acknowledged in its name and on its behalf by an authorized officer as of the date first set forth above.

 

	By:	/s/ Barry Anderson
	Name:	Barry Anderson
	Title:	Chief Executive Officer

 

 

Exhibit 10.1

 

AMENDMENT NO. 2 TO INVESTMENT MANAGEMENT TRUST AGREEMENT

 

THIS AMENDMENT NO. 2 TO THE INVESTMENT MANAGEMENT TRUST AGREEMENT (this “Amendment”) is made as of August 11, 2023, by and between Data Knights Acquisition Corp., a Delaware corporation (the “Company”), and Continental Stock Transfer & Trust Company, a New York corporation (the “Trustee” and together with the Company, the “Parties”). Capitalized terms contained in this Amendment, but not specifically defined in this Amendment, shall have the meanings ascribed to such terms in the Original Agreement (as defined below).

 

WHEREAS, on May 11, 2021, the Company consummated its initial public offering of units of the Company (the “Units”), each of which is composed of one share of Class A common stock of the Company, par value $0.0001 per share (the “Class A Common Stock”), and of one redeemable warrant, each whole warrant entitling the holder thereof to purchase one share of Class A Common Stock of the Company (such initial public offering hereinafter referred to as the “Offering”);

 

WHEREAS, $117,300,000 of the gross proceeds of the Offering and sale of the private placement warrants were delivered to the Trustee to be deposited and held in the segregated Trust Account located in the United States for the benefit of the Company and the holders of shares of Class A Common Stock included in the Units issued in the Offering pursuant to the Investment Management Trust Agreement made effective as of November 18, 2020, by and between the Company and the Trustee (the “Original Agreement”);

 

WHEREAS, as of October 24, 2022 the Parties entered into Amendment No. 1 to the Investment Management Trust Agreement, which (i) extended the date before which the Company must complete a business combination from November 11, 2022 to August 11, 2023 (or such earlier date after November 11, 2022 as determined by the Company’s board of directors) and (ii) extended the date on which the Trustee must liquidate the Trust Account if the Company has not completed its initial business combination from November 11, 2022 to August 11, 2023 (or such earlier date after November 11, 2022 as determined by the Company’s board of directors) (the “Amended Agreement”);

 

WHEREAS, the Company has sought the approval of the holders of its Class A Common Stock and holders of its Class B Common Stock, par value $0.0001 per share (the “Class B Common Stock”), at a Special Meeting held on August 11, 2023 to: (i) extend the date before which the Company must complete a business combination from August 11, 2023 to May 11, 2024 (or such earlier date after August 11, 2023 as determined by the Company’s board of directors) (the “Extension Amendment”) and (ii) extend the date on which the Trustee must liquidate the Trust Account if the Company has not completed its initial business combination from August 11, 2023 to May 11, 2024 (or such earlier date after August 11, 2023 as determined by the Company’s board of directors) (the “Trust Amendment”);

 

WHEREAS, holders of 65% of the then issued and outstanding shares of Class A Common Stock and Class B Common Stock, voting together as a single class, approved the Extension Amendment, and the Trust Amendment; and

 

WHEREAS, the Parties desire to amend the Amended Agreement to, among other things, reflect amendments to the Amended Agreement contemplated by the Trust Amendment.

 

 

NOW, THEREFORE, in consideration of the mutual agreements contained herein and other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, and intending to be legally bound hereby, the parties hereto agree as follows:

 

1.

Amendments to Trust Agreement.

 

Section 1(i) of the Amended Agreement is hereby amended and restated in its entirety as follows:

 

“(i) Commence liquidation of the Trust Account only after and promptly following (x) receipt of, and only in accordance with, the terms of a letter from the Company (“Termination Letter”) in a form substantially similar to that attached hereto as either Exhibit A or Exhibit B, as applicable, signed on behalf of the Company by its Chief Executive Officer, Chief Financial Officer or other authorized officer of the Company and in the case of Exhibit A, acknowledged and agreed to by the Representative, and complete the liquidation of the Trust Account and distribute the Property in the Trust Account, including interest earned on the funds held in the Trust Account and not previously released to the Company to pay income taxes, if any (less up to $100,000 of interest to pay dissolution expenses), only as directed in the Termination Letter and the other documents referred to therein, or (y) upon the date which is the later of (1) May 11, 2024 (or such earlier date after August 11, 2023 as determined by the Company’s board of directors) and (2) such later date as may be approved by the Company’s stockholders in accordance with the Company’s amended and restated certificate of incorporation, if a Termination Letter has not been received by the Trustee prior to such date, in which case the Trust Account shall be liquidated in accordance with the procedures set forth in the Termination Letter attached as Exhibit B and the Property in the Trust Account, including interest earned on the funds held in the Trust Account and not previously released to the Company to pay its income taxes, if any (less up to $100,000 of interest to pay dissolution expenses), shall be distributed to the Public Stockholders of record as of such date. It is acknowledged and agreed that there should be no reduction in the principal amount per share initially deposited in the Trust Account;”.

 

2.

Miscellaneous Provisions.

 

2.1.     Successors. All the covenants and provisions of this Amendment by or for the benefit of the Company or the Trustee shall bind and inure to the benefit of their permitted respective successors and assigns.

 

2.2.     Severability. This Amendment shall be deemed severable, and the invalidity or unenforceability of any term or provision hereof shall not affect the validity or enforceability of this Amendment or of any other term or provision hereof. Furthermore, in lieu of any such invalid or unenforceable term or provision, the parties hereto intend that there shall be added as a part of this Amendment a provision as similar in terms to such invalid or unenforceable provision as may be possible and be valid and enforceable.

 

2.3.     Applicable Law. This Amendment shall be governed by and construed and enforced in accordance with the laws of the State of New York.

 

2.4.     Counterparts. This Amendment may be executed in several original or facsimile counterparts, each of which shall constitute an original, and together shall constitute but one instrument.

 

2.5.     Effect of Headings. The section headings herein are for convenience only and are not part of this Amendment and shall not affect the interpretation thereof.

 

2.6.     Entire Agreement. The Amended Agreement, as modified by this Amendment, constitutes the entire understanding of the parties and supersedes all prior agreements, understandings, arrangements, promises and commitments, whether written or oral, express or implied, relating to the subject matter hereof, and all such prior agreements, understandings, arrangements, promises and commitments are hereby canceled and terminated. 

 

Signatures on following page.

  

 

IN WITNESS WHEREOF, the parties hereto have caused this Amendment to be duly executed as of the date first above written.

 

	CONTINENTAL STOCK TRANSFER AND TRUST COMPANY, as Trustee
	By:	/Francis Wolf/
	Name:	Francis Wolf
	Title:	Vice President
	DATA KNIGHTS ACQUISITION CORP.
	By:	/s/ Barry Anderson
	Name:	Barry Anderson
	Title:	Chief Executive Officer

 

 

 

Exhibit 99.1

 

 

Data Knights Acquisition Corp. Announces Charter and Trust Agreement
Amendments and Extension of Deadline to Complete a Business Combination

 

Minneapolis, MN and London, UK, August 11, 2023 – Data Knights Acquisition Corp. (“Data Knights” or the “Company”) (Nasdaq: DKDCU, DKDCA, DKDCW), a special purpose acquisition company, (the “Company”), announced today that its stockholders approved amendments to the Company’s charter and trust agreement allowing the Company to extend its termination date in a series of up to nine (9) one-month extensions until May 11, 2024 in exchange for depositing into its trust account (the “Trust Account”) with Continental Stock Transfer and Trust Company the lesser of $75,000 or $0.045 per share for each public share outstanding (the “Extension Amount”).

 

At a virtual special meeting of stockholders held today, the Company’s stockholders approved amendments to its Second Amended and Restated Certificate of Incorporation (the “Charter Amendment”) and to the Company’s Investment Management Trust Agreement, dated as of May 11, 2021 (as amended, the “Trust Agreement Amendment”). The Charter Amendment and the Trust Agreement Amendment provide the Company with additional time and a lower incremental and aggregate cost to extend the time available to complete its initial business combination (the “Business Combination”) by and among the Company, Data Knights Merger Sub, Inc., a Delaware corporation and wholly owned subsidiary of Data Knights, OneMedNet Corporation, a Delaware corporation, Data Knights, LLC, in its capacity as Purchaser Representative, and Paul Casey, in his capacity as Seller Representative. Together, the Charter Amendment and the Trust Agreement Amendment allow the Company to obtain up to nine (9) one-month extensions by depositing into the Trust Account the Extension Amount (as so extended in each case, the “Extended Deadline”).

 

The Charter Amendment triggered a right of the Company’s public stockholders to demand the redemption of their public shares out of funds held in the Trust Account containing approximately $30,334,715. Holders of 1,018,846 public shares properly requested redemption.

 

The Company will remain a reporting company under the Securities Exchange Act of 1934, and its units, Class A common stock, and public warrants will remain publicly traded. The Company will continue to work to consummate the Business Combination by the applicable Extended Deadline.

 

Cautionary Statement Regarding Forward-Looking Statements

 

This press release contains statements that constitute “forward-looking statements,” including with respect to the proposed initial public offering and the anticipated use of the net proceeds. No assurance can be given that the offering discussed above will be completed on the terms described, or at all, or that the net proceeds of the offering will be used as indicated. Forward-looking statements are subject to numerous conditions, many of which are beyond the control of the Company, including those set forth in the Risk Factors section of the Company’s registration statement and preliminary prospectus for the Company’s offering filed with the Securities and Exchange Commission (the “SEC”). Copies of these documents are available on the SEC’s website, www.sec.gov. The Company undertakes no obligation to update these statements for revisions or changes after the date of this release, except as required by law.

 

Contacts

Barry Anderson

Data Knights Acquisition Corp.

Phone: +44 203 833 4000

 

 

 

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