As filed with the United States Securities and Exchange Commission on February 3, 2023

Registration No. 333-266274​

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

AMENDMENT NO. 4 TO

FORM S-4

REGISTRATION STATEMENT UNDER

THE SECURITIES ACT OF 1933

DATA KNIGHTS ACQUISITION CORP.

(Exact name of registrant as specified in its charter)

Unit G6, Frome Business Park, Manor Road
Frome
United Kingdom, BA11 4FN
011-44 203 833 4000

(Address, including zip code and telephone number, including area code, of registrant’s principal executive offices)​

Barry Anderson
Chief Executive Officer
Unit G6, Frome Business Park, Manor Road
Frome
United Kingdom, BA11 4FN
011-44 203 833 4000

(Name, address, including zip code and telephone number, including area code, of agent for service)​

Copies to:

Approximate date of commencement of proposed sale to the public: As soon as practicable after (i) this registration statement is declared effective and (ii) upon completion of the applicable transactions described in the enclosed proxy statement/​prospectus.

If the securities being registered on this Form are being offered in connection with the formation of a holding company and there is compliance with General Instruction G, check the following box: ☐

If this Form is filed to register additional securities for an offering pursuant to Rule 462(b) under the Securities Act, check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering: ☐

If this Form is a post-effective amendment filed pursuant to Rule 462(d) under the Securities Act, check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering: ☐

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, or a smaller reporting company. See the definitions of “large accelerated filer”, “accelerated filer” and “smaller reporting company” in Rule 12b-2 of the Exchange Act.

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 7(a)(2)(B) of the Securities Act. ☐

If applicable, place an X in the box to designate the appropriate rule provision relied upon in conducting this transaction:

Exchange Act Rule 13e-4(i) (Cross-Border Issuer Tender Offer)

☐

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Exchange Act Rule 14d-1(d) (Cross-Border Third-Party Tender Offer)

☐

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The registrant hereby amends this registration statement on such date or dates as may be necessary to delay its effective date until the registrant shall file a further amendment which specifically states that this registration statement shall thereafter become effective in accordance with section 8(a) of the Securities Act of 1933, as amended, or until the registration statement shall become effective on such date as the SEC, acting pursuant to said section 8(a), may determine.

The information in this preliminary proxy statement/prospectus is not complete and may be changed. Data Knights Acquisition Corp. may not issue the securities offered by this proxy statement/prospectus until the registration statement filed with the Securities and Exchange Commission, of which this proxy statement/prospectus is a part, is declared effective. This proxy statement/prospectus does not constitute an offer to sell these securities and it is not soliciting an offer to buy these securities in any jurisdiction where the offer or sale of these securities is not permitted.

PRELIMINARY — SUBJECT TO COMPLETION, DATED FEBRUARY 3, 2023

PROXY STATEMENT OF
DATA KNIGHTS ACQUISITION CORP.

PROSPECTUS FOR UP TO
      SHARES OF COMMON STOCK

To the Stockholders of Data Knights Acquisition Corp.:

We are very pleased to provide this proxy statement/prospectus relating to the proposed merger (the “Merger”) of Data Knights Merger Sub, Inc., a Delaware corporation (“Merger Sub”) and wholly-owned subsidiary of Data Knights Acquisition Corp, a Delaware corporation (“Data Knights” or the “Company”), with and into OneMedNet Corporation, a Delaware corporation (“OneMedNet”), with OneMedNet continuing as the surviving corporation and wholly-owned subsidiary of Data Knights, as contemplated by the Agreement and Plan of Merger (the “Merger Agreement”).

If the Merger Agreement is adopted, all of the issued and outstanding capital stock of OneMedNet immediately prior to the effective time of the Merger (other than those properly exercising any applicable appraisal rights under Delaware law) will automatically be cancelled and shall cease to exist, in exchange for the right to receive pro rata shares of the Merger Consideration (as defined below) and Data Knights will change its name to OneMedNet Corporation at the Closing (as defined in the Merger Agreement) (collectively, the “Business Combination”). As consideration for the Merger, the holders of OneMedNet securities collectively shall be entitled to receive from Data Knights, in the aggregate, a number of Data Knights securities with an aggregate value equal to (the “Merger Consideration”) (a) Two Hundred Million U.S. Dollars ($200,000,000) minus (b) the amount, if any, by which the Target Net Working Capital Amount (as defined in the Merger Agreement) exceeds the Net Working Capital Amount (as defined in the Merger Agreement) (but not less than zero), minus (c) the amount of Closing Net Indebtedness (as defined in the Merger Agreement) minus (d) the amount of any Merger transaction expenses (the total portion of the Merger Consideration amount payable to all OneMedNet stockholders in accordance with the Merger Agreement is also referred to herein as the “Stockholder Merger Consideration”). For more information, see the section entitled “The Business Combination Proposal — The Merger Agreement.”

Data Knights will hold a virtual special meeting of its stockholders in order to obtain the stockholder approvals necessary to complete the Business Combination. In connection with the Business Combination and the other matters described in the accompanying proxy statement, you are cordially invited to attend the special meeting of stockholders of Data Knights in lieu of the 2023 annual meeting (the “Special Meeting”) to be held at [•] a.m./p.m., Eastern Time on [•], 2023. The formal meeting notice and proxy statement for the Special Meeting are attached hereto. The Special Meeting will be conducted via live webcast. You will be able to attend the Special Meeting online, vote and submit your questions during the Special Meeting by visiting https://www.cstproxy.com/dataknights/2023. The virtual meeting format allows you to attend the Special Meeting from any location in the world. At the Special Meeting, Data Knights will ask its stockholders to adopt the Merger Agreement, thereby approving the Business Combination and approve the other proposals described in the accompanying proxy statement/prospectus.

Data Knights’ Board has adopted and approved the Merger Agreement and recommends a vote “FOR” each of the Proposals to be presented at the Special Meeting. In arriving at its recommendations, Data Knights’ Board carefully considered a number of factors described in the accompanying proxy statement.

Data Knights is a blank check company incorporated as a Delaware corporation on February 8, 2021, for the purpose of effecting a merger, share exchange, asset acquisition, share purchase, reorganization, or similar business combination with one or more businesses or entities. Data Knights’ units, common stock and warrants are trading on The Nasdaq Stock Market LLC (“Nasdaq”) under the symbols “DKDCU,” “DKDCA” and “DKDCW,” respectively.

Data Knights LLC (the “Sponsor”) and Data Knights’ officers and directors (together with the Sponsor, the “Insiders”) each have agreed to (i) vote all of their shares of Data Knights Class B Common Stock in favor of the Business Combination and certain other matters, and (ii) certain restrictions on their shares of Data Knights Class B common stock (other than any shares of Data Knights Class B Common Stock received in exchange for Private Placement Warrants (as defined below)), and to take other customary

actions to cause the Business Combination to occur. The foregoing description of the Sponsor Support Agreement entered into in connection with the transaction is subject to and qualified in its entirety by reference to the full text of the Sponsor Support Agreement, a copy of which is included as Exhibit 2.3 to Data Knights’ Form 8-K filed with the SEC on April 25, 2022.

At the Closing of the Business Combination, Data Knights’ units will separate into their component shares of Class A common stock and public warrants, and the units will no longer trade separately under “DKDCU.” Data Knights has applied for the listing of the Class A common stock and public warrants on Nasdaq following the Closing of the Business Combination under the symbols “ONMD” and “ONMDU,” respectively. Based on the capitalization of OneMedNet, as of December 31, 2021, the total number of shares of Data Knights Common Stock expected to be issued in connection with the Business Combination is approximately 20,000,000, and holders of equity interests in OneMedNet as of immediately prior to the closing of the Business Combination are expected to hold, in the aggregate, approximately 57% of the issued and outstanding shares of Data Knights Common Stock immediately following the closing of the Business Combination assuming no further redemptions by Data Knights stockholders.

OneMedNet is a curator of regulatory-grade Imaging Real Word Data (“RWD”), a growing emerging market. Its innovation solutions connect healthcare providers and patients by offering direct access to clinical images and associated contextual patient record. OneMedNet has proven the commercial and regulatory viability of imaging RWD by providing regulatory-grade image-centric RWD that exactly matches OneMedNet’s Life Science Partners’ Case Selection Protocol. With a federated network of over 90 healthcare providers, OneMedNet has the immediate ability to quickly search and extensively curate multi-layer data from a Federated group of healthcare facilities.

OneMedNet believes it has demonstrated its leadership in clinical imaging and curation of RWD based upon success in compiling one of the largest network of imaging centers (comprised of hospitals, imaging centers and clinics) throughout the United States covering more than 15 million patients to date. On the global front, OneMedNet works with hospitals and life science companies around the world including Ireland, United Kingdom, Ghana, Denmark and South Korea and growing. We base these claims on our understanding of our competition in the United States and globally.

As described in the accompanying proxy statement/prospectus, certain officers, directors and equityholders of OneMedNet are parties to the Voting Agreement with Data Knights whereby such parties, among other things, have agreed to vote all of their interests in OneMedNet to approve the Merger Agreement and the Business Combination. As also described in the accompanying proxy statement/​prospectus, the Sponsor is a party to the Sponsor Support Agreement with Data Knights and OneMedNet whereby the Sponsor, among other things, has agreed to vote all of its shares of Data Knights Common Stock in favor of approving the proposals described in the accompanying proxy statement/prospectus.

Pursuant to the Charter, Data Knights’ public stockholders have redemption rights in connection with the Business Combination. Data Knights’ public stockholders are not required to affirmatively vote for or against the Business Combination in order to redeem their shares of Class A Common Stock for cash. This means that public stockholders who hold shares of Data Knights Class A Common Stock on or before [•], 2023 (two (2) business days before the Special Meeting) will be eligible to elect to have their shares of Class A common stock redeemed for cash in connection with the Special Meeting, whether or not they are holders as of the Record Date and whether or not such shares are voted at the Special Meeting.

Data Knights is providing this proxy statement/prospectus and accompanying proxy card to Data Knights’ stockholders in connection with the solicitation of proxies to be voted at the Special Meeting and at any adjournments or postponements of the Special Meeting. Whether or not you plan to attend the Special Meeting, Data Knights urges you to carefully read this proxy statement/prospectus (and any documents incorporated into this proxy statement/prospectus by reference). Please pay particular attention to the section titled “Risk Factors” beginning on page 54 of the accompanying proxy statement/prospectus.

To participate in the virtual meeting, a Data Knights stockholder of record will need the 16-digit control number included on your proxy card or instructions that accompanied your proxy materials, if applicable, or to obtain a proxy form from your broker, bank or other nominee. The Data Knights Special Meeting webcast will begin promptly at [•] a.m., Eastern Time.

We strongly encourage Data Knights’ stockholders to access the Data Knights Special Meeting prior to the start time. If you encounter any difficulties accessing the virtual meeting or during the meeting time, please call the technical support number that will be posted on the virtual meeting login page.

Your vote is very important. If you are a registered stockholder of Data Knights, please vote your shares as soon as possible to ensure that your vote is counted, regardless of whether you expect to attend the Special Meeting, by completing, signing, dating, and returning the enclosed proxy card in the postage-paid envelope provided. If you hold your shares in “street name” through a bank, broker, or other nominee, you will need to follow the instructions provided to you by your bank, broker, or other nominee to ensure that your shares are represented and voted at the Special Meeting. The transactions contemplated by the Merger Agreement are conditioned on the approval of the Business Combination and satisfaction of certain other closing conditions described in the accompanying proxy statement.

On behalf of Data Knights’ Board, I would like to thank you for your support and look forward to the successful completion of the Business Combination.

   

Barry Anderson
Chief Executive Officer
     [•], 2023

Neither the Securities and Exchange Commission nor any state securities commission has approved or disapproved of the securities to be issued under the accompanying proxy statement or determined that the accompanying proxy statement is accurate or complete. Any representation to the contrary is a criminal offense.

The accompanying proxy statement is dated [•], 2023 and is first being mailed to the stockholders of Data Knights on or about [•], 2023.

 

Data Knights Acquisition Corp.
Unit G6, Frome Business Park, Manor Road
Frome
United Kingdom, BA11 4FN
011-44 203 833 4000

NOTICE OF SPECIAL MEETING OF STOCKHOLDERS OF
DATA KNIGHTS ACQUISITION CORP. IN LIEU OF ITS 2023 ANNUAL MEETING
TO BE HELD ON [•], 2023

To the Stockholders of Data Knights Acquisition Corp.:

NOTICE IS HEREBY GIVEN that a special meeting of stockholders (the “Special Meeting”) of Data Knights Acquisition Corp. (“Data Knights”), a Delaware corporation, will be held at [•] a.m. Eastern Time, on [•], 2023. The Special Meeting will be a completely virtual meeting of stockholders, which will be conducted via live webcast. You will be able to attend the Special Meeting online, vote and submit your questions during the Special Meeting by visiting https://www.cstproxy.com/dataknights/2023.

At the Special Meeting, Data Knights stockholders will be asked to consider and vote upon the following proposals (each, a “Proposal” and collectively, the “Proposals”), as more fully described in the accompanying proxy statement:

(1)

to adopt and approve an Agreement and Plan of Merger (the “Merger Agreement”), by and among Data Knights, Data Knights Merger Sub, Inc., a Delaware corporation and wholly-owned subsidiary of Data Knights (“Merger Sub”), OneMedNet Corporation, a Delaware corporation (“OneMedNet”), Data Knights, LLC, in its capacity as Purchaser Representative, and Paul Casey, in his capacity as Seller Representative, pursuant to which at the closing of the transactions contemplated by the Merger Agreement (the “Closing”), Merger Sub will merge with and into OneMedNet (the “Merger”), with OneMedNet changing its name to OneMedNet Solutions Corp. and continuing as the surviving corporation (the “Surviving Corporation”) and wholly-owned subsidiary of Data Knights, which will change its name to OneMedNet Corporation at the Closing (collectively, the “Business Combination”). A copy of the Merger Agreement is attached to the accompanying proxy statement/prospectus as Annex A. We refer to this as the “Business Combination Proposal”;

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(2)

to consider and vote upon a proposal to approve, for purposes of complying with Nasdaq Listing Rules 5635(a) and (b), the issuance of more than 20% of the issued and outstanding Class A common stock and the resulting change in control in connection with the Business Combination. We refer to this as the “Nasdaq Proposal”;

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(3)

to adopt and approve the Third Amended and Restated Certificate of Incorporation, as set out in Annex B to this proxy statement/prospectus, which shall become effective upon the closing (the “Closing”) of the Business Combination ( the “Charter Amendment Proposal”) including (i) the addition of a supermajority voting requirement to amend the Surviving Corporation’s Bylaws (the “Bylaw Amendment Requirement”), and (ii) the addition of a supermajority voting requirement to amend Articles V (Board of Directors), VI (Stockholders), VII (Liability and Indemnification; Corporate Opportunity), VIII (Business Combinations), IX (Exclusive Forum), and Article X (Amendments) of the Third Amended and Restated Certificate of Incorporation (the “Article Amendment Requirement”):

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(4)

to consider and vote to elect nine directors to serve staggered terms on the Data Knights Board until the 2023, 2024 and 2025 annual meeting of stockholders of Data Knights or until each such director’s successor has been duly elected and qualified, or until each such director’s earlier death, resignation, retirement, or removal (the “Election of Directors Proposal”);

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(5)

to approve and adopt the 2022 Equity Incentive Plan (the “Equity Incentive Plan”), a copy of which is attached to the accompanying proxy statement as Annex C (the “Incentive Plan Proposal”); and

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(6)

to adopt and approve a proposal to adjourn the Special Meeting to a later date or dates, if necessary to permit further solicitation and vote of proxies if it is determined by Data Knights that more time is necessary or appropriate to approve one or more Proposals at the Special Meeting (the “Adjournment Proposal”).

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Data Knights’ board of directors (the “Board”) has adopted and approved the Merger Agreement and recommends a vote “FOR” the Business Combination Proposal, “FOR” the Nasdaq Proposal, “FOR” the Charter Amendment Proposal (including a vote “FOR” the Bylaw Amendment Requirement and “FOR” the Article Amendment Requirement), “FOR” the Election of Directors Proposal, “FOR” the Incentive Plan Proposal and “FOR” the Adjournment Proposal. Data Knights does not expect a vote to be taken on any other matters at the Special Meeting or any adjournment or postponement thereof.

Holders of record of Data Knights’ Class A Common Stock, par value $0.0001 per share, and Data Knights’ Class B Common Stock, par value $0.0001 per share (“Founder Shares,” and collectively with Data Knights’ Class A Common Stock, the “Data Knights Common Stock”) at the close of business on [•], 2023 (the “Record Date”) will be entitled to notice of and to vote at the Special Meeting or any adjournment or postponement thereof. Each share of Data Knights Common Stock entitles the holder thereof to one vote. A complete list of Data Knights stockholders of record entitled to vote at the Data Knights Special Meeting will be available for 10 days before the Data Knights Special Meeting at the principal executive offices of Data Knights for inspection by stockholders by appointment only during ordinary business hours for any purpose germane to the Data Knights Special Meeting. The eligible Data Knights stockholder list will also be available on the Data Knights Special Meeting website for examination by any stockholder attending the Data Knights Special Meeting webcast.

Your attention is directed to the proxy statement/prospectus accompanying this notice (including the financial statements and annexes attached thereto) for a more complete description of the proposed Business Combination and related transactions and each of our Proposals. We encourage you to read the accompanying proxy statement/prospectus carefully. If you have any questions or need assistance voting your shares, please call our proxy solicitor, Laurel Hill Advisory Group LLC at (855) 414-2266 or by email at dataknights@laurelhill.com.

All Data Knights stockholders are cordially invited to attend the Stockholders Meeting in virtual format. Data Knights stockholders may attend, vote and examine the list of Data Knights stockholders entitled to vote at the Stockholders Meeting by visiting https://www.cstproxy.com/dataknights/2023 and using the conference ID number 6194641#. To ensure your representation at the Stockholders Meeting, you are urged to complete, sign, date and return the enclosed proxy card as soon as possible. To vote online, please have your proxy card available and visit www.cstproxyvote.com and follow the prompts to vote your shares. If your shares are held in an account at a brokerage firm or bank, you must instruct your broker or bank on how to vote your shares.

Your vote is very important regardless of the number of shares you own. Whether you plan to attend the Stockholders Meeting or not, please sign, date, and return the enclosed proxy card as soon as possible in the envelope provided. If your shares are held in “street name” or are in a margin or similar account, you should contact your broker to ensure that votes related to the shares you beneficially own are properly counted. If you sold or transferred your shares after the record date, it is still important that you vote. Each of the Business Combination Proposal, the Charter Amendment Proposal, the Nasdaq Proposal, the Incentive Plan Proposal, and the Election of Directors Proposal is interdependent upon the others and must be approved in order for Data Knights to complete the Business Combination as contemplated by the Merger Agreement. Other than the Charter Amendment Proposal and the Election of Directors Proposal, each of the Proposals requires the affirmative vote of a majority of the issued and outstanding shares of Data Knights Common Stock cast by the stockholders represented in person (which would include presence at a virtual meeting) or by proxy at the Stockholders Meeting and entitled to vote thereon, voting as a single class. The Charter Amendment Proposal requires the affirmative vote of a majority of the issued and outstanding shares of Data Knights Common Stock, voting as a single class. Directors are elected by a plurality of the votes cast by holders of Data Knights Common Stock present virtually or by proxy and entitled to vote thereon at the Special Meeting.

 

 

By Order of the Board of Directors,

   

Barry Anderson
Chief Executive Officer
       [•], 2023

 

 

TABLE OF CONTENTS

 

 

MARKET AND INDUSTRY DATA

Information contained in this prospectus concerning the market and the industry in which OneMedNet competes, including its market position, general expectations of market opportunity and market size, is based on information from various third-party sources, on assumptions made by OneMedNet based on such sources and OneMedNet’s knowledge of the markets for its services and solutions. Any estimates provided herein involve numerous assumptions and limitations, and you are cautioned not to give undue weight to such information. Third-party sources generally state that the information contained in such source has been obtained from sources believed to be reliable but that there can be no assurance as to the accuracy or completeness of such information. The industry in which OneMedNet operates is subject to a high degree of uncertainty and risk. As a result, the estimates and market and industry information provided in this proxy statement/prospectus are subject to change based on various factors, including those described in the section entitled “Risk Factors — Risks Related to OneMedNet’s Business” and elsewhere in this proxy statement/prospectus.

 

 

SUMMARY TERM SHEET

This Summary Term Sheet, together with the sections titled “Questions and Answers About the Proposals” and “Summary of the Proxy Statement,” summarize information contained in this proxy statement/​prospectus, but do not contain all of the information that is important to you. You should read carefully this entire proxy statement, including the attached annexes, for a more complete understanding of the matters to be considered at the Special Meeting. In addition, for definitions of terms commonly used throughout this proxy statement/prospectus, including in this Summary Term Sheet, see the section titled “Frequently Used Terms.”

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Data Knights Acquisition Corp., a Delaware corporation, which we refer to as “we,” “us,” “our,” “Company,” or “Data Knights,” is a special purpose acquisition company formed for the purpose of effecting a merger, capital stock exchange, asset acquisition, stock purchase, reorganization, or similar business combination with one or more businesses.

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•

There are currently 6,191,819 shares of Data Knights Common Stock, par value $0.0001 per share, issued and outstanding, consisting of (i) 3,316,819 shares of Class A common stock (the “Class A Common Stock”), and (ii) 2,875,000 shares of Class B common stock (the “Class B Common Stock”), which were issued to our Sponsor prior to our IPO. There are currently no shares of Data Knights preferred stock issued and outstanding. In addition, we issued 11,500,000 public warrants to purchase Class A Common Stock (originally sold as part of the units issued in our IPO) as part of our IPO along with 585,275 Private Placement Units, each consisting of one share of Class A Common Stock and one Private Placement Warrant, issued to our Sponsor in a private placement on the IPO closing date. Each warrant entitles its holder to purchase one share of our Class A Common Stock at an exercise price of $11.50 per share, to be exercised only for a whole number of shares of our Class A Common Stock. The warrants will become exercisable 30 days after the completion of our initial business combination, and they expire five years after the completion of our initial business combination or earlier upon redemption or liquidation. Once the warrants become exercisable, the Company may redeem the outstanding warrants at a price of $0.01 per warrant, if the last sale price of the Company’s Common Stock equals or exceeds $18.00 per share for any 20 trading days within a 30-trading day period ending on the third business day before the Company sends the notice of redemption to the warrant holders. The Private Placement Warrants, however, are non-redeemable so long as they are held by our Sponsor or its permitted transferees. For more information regarding the warrants, please see the section entitled “Description of the Securities”.

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•

On November 11, 2022, Data Knights held a virtual special meeting of its stockholders to vote on three proposals. At the special meeting, holders of Data Knights Common Stock voted on and approved, two of the three proposals presented, an extension proposal and a trust amendment proposal (the on the “Extension Amendment Proposal” and the “Trust Amendment Proposal”, respectively). In connection with the voting on the Extension Amendment Proposal and the Trust Amendment Proposal at the special meeting, holders of 8,768,456 shares of Class A Common Stock exercised their right to redeem those shares for cash. Pursuant to the Extension Amendment Proposal and the Trust Amendment Proposal, on or before each of November 11, 2022 and December 11, 2022, the Sponsor caused $0.045 per share of Class A Common Stock to be deposited in the Trust to secure a one-month extension of the deadline for Data Knights to complete its initial business combination.

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•

Holders of Class A Common Stock and holders of Class B Common Stock are entitled to one vote for each share held on all matters to be voted on by stockholders and will vote together as a single class on all matters submitted to a vote of our stockholders except as otherwise required by law. The Class B Common Stock held by our Sponsor will automatically convert into shares of Class Common A Stock at the completion of our initial business combination. Assuming no additional shares of Class A Common Stock, or securities convertible into or exchangeable for, shares of Class A Common Stock, are issued by us in connection with or in relation to the consummation of our initial business combination, the 2,875,000 shares of Class B Common Stock will, pursuant to our Second Amended and Restated Certificate of Incorporation, automatically convert, on a one-for-one basis, into 2,875,000 shares of Class A Common Stock at the closing of our initial business combination.

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•

On April 25, 2022, we, the Merger Sub and our Sponsor entered into the Merger Agreement with OneMedNet and the Seller Representative, pursuant to which Merger Sub will merge with and into OneMedNet, with OneMedNet continuing as the surviving corporation and wholly-owned subsidiary

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2

 

of Data Knights, which will change its name to “OneMedNet Corporation” at the Closing. A copy of the Merger Agreement is attached to this proxy statement as Annex A.

•

OneMedNet’s innovation solutions connect healthcare providers and patients, offering direct access to clinical images and associated contextual patient record. For more information about OneMedNet, please see the sections entitled “Information About OneMedNet,” “OneMedNet’s Management’s Discussion and Analysis of Financial Condition and Results of Operations” and “Management after the Business Combination.”

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•

Subject to the terms of the Merger Agreement, the aggregate purchase price for the Business Combination and related transactions is approximately $200,000,000. The consideration to be paid to the stockholders of OneMedNet will be shares of Data Knights Class A Stock having a value equal to $200,000,000 minus (i) the amount, if any, by which the Target Net Working Capital Amount (as defined in the Merger Agreement) exceeds the Net Working Capital Amount (as defined in the Merger Agreement) (but not less than zero), minus (ii) the amount of Closing Net Indebtedness (as defined in the Merger Agreement) minus (iii) the amount of any Merger transaction expenses.

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•

Pursuant to the Merger Agreement, the Company has agreed to use its reasonable commercial efforts to obtain at least $30,000,000 of additional equity capital through the sale of at least 3,000,000 shares of its Class A Common Stock at a purchase price of $10.00 per share to private investors (the “PIPE Financing”). There can be no assurance that the Company will be able to arrange the PIPE Financing and doing so is not a condition to closing. See Risk Factors.

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•

Our management and Board considered various factors in determining whether to approve the Merger Agreement and the transactions contemplated thereby, including the Business Combination, the revenue and earnings growth potential of OneMedNet, the prospects for service providers to medical-related businesses and the strength of OneMedNet’s management team, which the Board believes positions OneMedNet for future growth and profitability. For more information about our Board’s decision-making process, see the section entitled “Proposal No. 1 — The Business Combination Proposal — The Board’s Reasons for Approval of the Business Combination.”

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•

Pursuant to the Data Knights Charter, in connection with the Business Combination, holders of our Public Shares may elect to have their Class A Common Stock redeemed for cash at the applicable redemption price per share calculated in accordance with the Data Knights Charter. As of December 31, 2022 the redemption price would have been approximately $10.54 per share based on funds in the Trust Account of approximately $28,700,000. If a holder exercises its redemption rights, then such holder will be exchanging its shares of our Class A Common Stock for cash and will no longer own shares of the post-combination company and will not participate in the future growth of the post-combination company, if any. Such a holder will be entitled to receive cash for its Public Shares only if it properly demands redemption and delivers its shares (either physically or electronically) to our transfer agent at least two business days prior to the Special Meeting. Please see the section entitled “Special Meeting of Data Knights Stockholders — Redemption Rights.”

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•

In addition to voting on the proposal to adopt the Merger Agreement and approve the transactions contemplated thereunder, including the Business Combination, at the Special Meeting, Data Knight stockholders will be asked to vote on:

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•

a proposal to approve, for purposes of complying with applicable Nasdaq Listing Rules, the issuance of more than 20% of the Company’s issued and outstanding Common Stock in connection with the PIPE (the “Nasdaq Proposal” or “Proposal No. 2”);

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•

a proposal to adopt the Third Amended and Restated Certificate of Incorporation in the form attached hereto as Annex B (the “Charter Amendment Proposal” or “Proposal No. 3”);

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•

a proposal to elect directors to our Board to serve in a class of directors whose terms expire at the annual meeting of our stockholders to be held in 2023, 2024 and 2025 or until each such director’s successor has been duly elected and qualified, or until each such director’s earlier death, resignation, retirement, or removal (the “Election of Directors Proposal” or “Proposal No. 4”);

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•

a proposal to approve the Equity Incentive Plan, including the authorization of the initial share reserve under the Equity Incentive Plan (the “Incentive Plan Proposal” or “Proposal No. 5”); and

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3

 

•

a proposal to adjourn the Special Meeting to a later date or dates, if necessary, to permit further solicitation and vote of proxies in the event that there are insufficient votes for, or otherwise in connection with, the approval of the Business Combination Proposal, the Nasdaq Proposal, the Charter Amendment Proposal, the Election of Directors Proposal, or the Incentive Plan Proposal (the “Adjournment Proposal” or “Proposal No. 6”).

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Please see the sections entitled “Proposal No. 1 — Business Combination Proposal,” “Proposal No. 2 — The Nasdaq Proposal,” “Proposal No. 3 — The Charter Proposal,” “Proposal No. 4 — Election of Directors Proposal,” “Proposal No. 5 — Incentive Plan Proposal,” and “Proposal No. 6 — The Adjournment Proposal.” Unless waived by the parties to the Merger Agreement, the closing of the Business Combination is conditioned on the approval of the Business Combination Proposal, the Nasdaq Proposal, the Charter Amendment Proposal, the Election of Directors Proposal, and the Incentive Plan Proposal at the Special Meeting. Each of the proposals at the Special Meeting, other than the Adjournment Proposal, is conditioned on the approval of the others. The Adjournment Proposal is not conditioned on the approval of any other proposal set forth in this proxy statement.

•

Upon consummation of the Business Combination, we anticipate a Board of nine directors, of whom two individuals shall be designated by the Company, with the remaining seven individuals designated by OneMedNet. The nine directors shall be divided into three classes, with the first class consisting of four (4) directors with an initial term that expires in 2023, the second class consisting of two (2) directors with an initial term that expires in 2024, and the third class consisting of three (3) directors with an initial term that expires in 2025. Such directors shall serve until their respective successors are duly elected and qualified, or until their earlier resignation, removal, or death. Please see the sections entitled “Proposal No. 3 — Charter Amendment Proposal” and “Management After the Business Combination” for additional information.

​

•

Unless waived by the parties to the Merger Agreement, and subject to applicable law, the closing of the Business Combination is subject to a number of conditions set forth in the Merger Agreement. For more information about the closing conditions to the Business Combination, please see the section entitled “Proposal No. 1 — The Business Combination Proposal — The Merger Agreement — Conditions to the Closing.”

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•

The Merger Agreement may be terminated at any time prior to the consummation of the Business Combination upon agreement of the parties thereto, or by certain parties in specified circumstances. For more information about the termination rights under the Merger Agreement, please see the section entitled “Proposal No. 1 — The Business Combination Proposal — The Merger Agreement — Termination.”

​

•

The proposed Business Combination involves numerous risks. For more information about these risks, please see the section entitled “Risk Factors.”

​

•

Upon consummation of the Business Combination, we will enter into an Executive Employment Agreements with certain officers of OneMedNet to be effective as of the closing of the Business Combination, pursuant to which such officers will serve as our officers and the officers of OneMedNet. For more information about the Executive Employment Agreements, please see the section entitled “Management after the Business Combination — Post-Combination Company Executive Compensation — Employment Agreements.”

​

•

At the execution of the Merger Agreement, certain significant holders of OneMedNet shares as defined in the Merger Agreement and in the Frequently Used Terms on page 6 (the “Significant Company Holders”) and certain officers and directors entered into Lock-Up Agreements with Data Knights, pursuant to which, among other things, and subject to certain exceptions, provide for the securities of Data Knights held by the Significant Company Holders to be locked-up for the earlier of (a) a period of six months from the date of the closing of the Business Combination, or (b) the date after the closing of the Business Combination on which we consummate a liquidation, merger, capital stock exchange, reorganization, or other similar transaction with an unaffiliated third party that results in all of our stockholders having the right to exchange their shares for cash, securities, or other property. The Significant Company Holders held approximately 6,353,344, or 55.7%, of the

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4

 

outstanding common shares, on a fully-converted basis, of OneMedNet as of the date of this Proxy Statement/Prospectus or a total of 6,398,344 shares or approximately 56.1% of OneMedNet shares including the officers and directors subject to the Lock-Up Agreement. We will be subject to certain restrictions on sale thereafter, in accordance with the terms set forth therein. We will also enter into the Registration Rights Agreement, pursuant to which, among other things, we will be obligated to file a registration statement to register the resale of certain securities of the Company, as well as provide OneMedNet with “piggy-back” registration rights, subject to certain requirements and customary conditions. Certain stockholders have also entered into Non-Competition Agreements, pursuant to which the subject parties thereto agreed to certain non-competition, non-solicitation, and confidentiality restrictions in favor of Data Knights and its affiliates.

•

In considering the recommendation of our Board to vote for the proposals presented at the Special Meeting, including the Business Combination Proposal, you should be aware that aside from their interests as stockholders, our Sponsor and certain members of our Board and officers may have interests in the Business Combination that are different from, or in addition to, the interests of our stockholders generally. Our Board was aware of and considered these interests, among other matters, in evaluating and negotiating the Business Combination and transaction agreements and in recommending to our stockholders that they vote in favor of the proposals presented at the Special Meeting, including the Business Combination Proposal. Stockholders should take these interests into account in deciding whether to approve the proposals presented at the Special Meeting, including the Business Combination Proposal.

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FREQUENTLY USED TERMS

Unless otherwise stated or unless the context otherwise requires, the terms “we,” “us,” “our,” “Company,” and “Data Knights” refer to Data Kights Acquisition Corp. As used in this proxy statement/prospectus, unless otherwise noted or the context otherwise requires:

“Board” shall mean the board of directors of Data Knights.

“Business Combination” shall mean the Merger and the other transactions contemplated by the Merger Agreement whereby, among other things, Merger Sub will merge with and into OneMedNet, with OneMedNet surviving as a wholly-owned subsidiary of Data Knights, and Data Knights changing its name to OneMedNet.

“Business Combination Date” shall mean [•], 2023.

“Charter” shall mean Data Knights’ Second Amended and Restated Certificate of Incorporation.

“Common Stock” shall mean shares of Data Knights Class A Common Stock and Data Knights Class B Common Stock, collectively.

“Closing” shall mean the closing of the Business Combination.

“Closing Company Cash” shall mean, as of a reference time, the aggregate cash and cash equivalents of OneMedNet and its subsidiaries on hand or in bank accounts, including deposits in transit, minus the aggregate amount of outstanding and unpaid checks issued by or on behalf of the OneMedNet and its subsidiaries of such time.

“Closing Date” shall mean [•], 2023.

“Closing Net Indebtedness” shall mean the amount by which the aggregate amount of any outstanding indebtedness of OneMedNet exceeds the cash held by OneMedNet at Closing.

“Code” shall mean the Internal Revenue Code of 1986, as amended.

“Combined Entity” shall mean Data Knights after giving effect to the Business Combination and the change of its name to OneMedNet Corporation, and which will include its direct and indirect subsidiaries.

“Continental” shall mean Continental Stock Transfer & Trust Company, Data Knights’ transfer agent.

“Data Knights” shall mean Data Knights Acquisition Corp., a Delaware corporation.

“Data Knights Board” shall mean the board of directors of Data Knights.

“Data Knights Charter” shall mean Data Knights’ Second Amended and Restated Certificate of Incorporation.

“Data Knights Class A Common Stock” shall mean the shares of Class A common stock, par value $0.0001 per share, of Data Knights.

“Data Knights Class B Common Stock” shall mean the shares of Class B common stock, par value $0.0001 per share, of Data Knights.

“Data Knights Common Stock” shall mean shares of Data Knights Class A Common Stock and Data Knights Class B Common Stock, collectively.

“Data Knights IPO” shall mean Data Knights’ initial public offering.

“DGCL” shall mean the Delaware General Corporation Law, as amended.

“EF Hutton” shall mean EF Hutton, division of Benchmark Investments, Inc. (formerly, Kingswood Capital Markets), who is the representative of the underwriters in the Data Knights IPO.

 

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“Effective Time” shall mean the time when the Business Combination is consummated, upon the filing of the Certificate of Merger for the merger of Merger Sub with and into Data Knights with the Delaware Secretary of State in accordance with the relevant provisions of the DGCL.

“Equity Incentive Plan” shall mean the 2022 Equity Incentive Plan substantially in the form of Exhibit F to the Merger Agreement.

“Escrow Agent” shall mean Truist Bank, a North Carolina banking corporation.

“Exchange Act” shall mean the Securities Exchange Act of 1934, as amended.

“Extension Escrow Agreement” shall mean that certain Extension Escrow Agreement dated as of April 25, 2022, by and among Data Knights, OneMedNet, and Truist Bank.

“Extension Units” shall mean Units issued by Data Knights upon any conversion of any extension payments made by the Sponsor to the Trust Account.

“Founders” shall mean Data Knights, LLC, Barry Anderson, Firdauz Edmin Bin Mokhtar, Syed Musheer Ahmed, Dr. Julianne Huh and Annie Damit Undikai, and any successors in interest thereto with respect to any Founder Shares.

“Founder Shares” shall mean shares of Data Knights Class B Common Stock, par value $0.0001 per share, purchased by the Sponsor in a private placement prior to the Data Knights IPO.

“HSR Act” shall mean the Hart-Scott-Rodino Antitrust Act.

“Illustrative Maximum Redemptions” shall mean the amount which represents the maximum number of redemptions that may occur of Data Knights Public Shares without a shortfall of cash while still satisfying the conditions to the Business Combination.

“Insiders” shall mean holders of Founder Shares prior to Data Knights IPO.

“IPO” shall mean Data Knights’ initial public offering of units, consummated on May 11, 2021.

“Letter of Transmittal” shall mean that certain letter substantially in the form of Exhibit E to the Merger Agreement.

“Lock-Up Agreements” shall mean those certain Lock-Up Agreements dated as of April 25, 2022, entered into by Data Knights with the Significant Company Holders, substantially in the form of Exhibit C to the Merger Agreement.

“Material Adverse Effect” shall have the meaning assigned such term in the Merger Agreement.

“Maximum Redemption Scenario” shall mean an assumption that 100% of the holders of Data Knights’ Public shares will exercise their right to have their Public Shares redeemed for cash, which is the maximum amount that may be redeemed without a cash shortfall, while still satisfying the conditions to the Business Combination.

“Merger” shall mean the merger of Merger Sub with and into OneMedNet, with OneMedNet continuing as the surviving corporation and wholly-owned subsidiary of Data Knights, as contemplated by the Merger Agreement.

“Merger Agreement” shall mean that certain Agreement and Plan of Merger dated as of April 25, 2022, as it may be amended or supplemented from time to time, by and among the Company, Data Knights Merger Sub, Inc., Data Knights, LLC, Paul Casey, solely in his capacity as seller representative, and OneMedNet Corporation.

“Merger Consideration” ​(a) Two Hundred Million U.S. Dollars ($200,000,000) minus (b) the amount, if any, by which the Target Net Working Capital Amount (as defined in the Merger Agreement) exceeds the Net Working Capital Amount (but not less than zero) (as defined in the Merger Agreement), minus (c) the amount of Closing Net Indebtedness (as defined in the Merger Agreement) minus (d) the amount of any Merger transaction expenses.

 

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“Merger Sub” shall mean Data Knights Merger Sub, Inc., a Delaware corporation, and a wholly-owned subsidiary of Data Knights.

“Nasdaq” shall mean the Nasdaq Capital Market.

“Nelson Mullins” shall mean Nelson Mullins Riley & Scarborough LLP, counsel to Data Knights.

“Net Working Capital Amount” shall mean, as of the Reference Time, (i) all current assets of OneMedNet and its subsidiaries (excluding, without duplication, Closing Company Cash), on a consolidated basis, minus (ii) all current liabilities of the OneMedNet and its subsidiaries (excluding, without duplication, Indebtedness and unpaid Transaction Expenses), on a consolidated basis and as determined in accordance with the Accounting Principles; provided, that, for purposes of this definition, whether or not the following is consistent with the Accounting Principles, “current assets” will exclude any receivable from a OneMedNet Stockholder.

“New OneMedNet” shall mean the Combined Entity.

“Non-Competition Agreements” shall mean those certain Non-Competition and Non-Solicitation Agreements dated as of April 25, 2022, by and between Data Knights and certain significant OneMedNet stockholders, substantially in the form of Exhibit D to the Merger Agreement.

“OneMedNet” shall mean OneMedNet Corporation, a Delaware corporation.

“PIPE Investors” shall mean those investors that purchased Data Knights Common Stock pursuant to subscription agreements.

“PIPE Shares” shall mean Data Knights Common Stock to be purchased by PIPE Investors pursuant to subscription agreements.

“Placement Shares” shall mean the shares of Data Knights Class A common stock included within the Placement Units being purchased by our sponsor in the private placement.

“Placement Units” or “Private Placement Units” shall mean the units purchased in a private placement in connection with the IPO, each unit consisting of one share of Data Knights Common Stock and one warrant to purchase Data Knights Common Stock.

“Private Placement Warrants” shall mean the warrants to purchase Data Knights Common Stock underlying the private units.

“Proposals” shall mean the Business Combination Proposal, the Charter Amendments Proposal, the Nasdaq Proposal, the Director Election Proposal, the Incentive Plan Proposal, and the Adjournment Proposal.

“Public Shares” shall mean the Data Knights Class A Common Stock underlying the public units issued and sold in the Data Knights IPO.

“Public Units” shall mean the units issued and sold in the Data Knights IPO.

“Public Warrants” shall mean the warrants underlying the public units issued in the Data Knights IPO.

“Purchaser Representative” shall mean Data Knights, LLC.

“Record Date” shall mean [•], 2023.

“redeemable” shall mean, in respect of the public warrants, the ability of Data Knights to redeem such public warrants after the closing of the proposed Business Combination, provided that certain other conditions as set forth in the warrant agreement between Continental and Data Knights are met.

“redemption” shall mean the right of Data Knights stockholders to have their Public Shares redeemed in accordance with the procedures set forth in this proxy statement/prospectus.

“Registration Rights Agreement” shall mean the Registration Rights Agreement by and among Data Knights, the Founders, and certain OneMedNet stockholders in substantially the form of Exhibit G to the Merger Agreement.

 

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“SEC” shall mean the United States Securities and Exchange Commission.

“Second Amended and Restated Certificate of Incorporation” shall mean Data Knights’ Charter which is its Second Amended and Restated Certificate of Incorporation, dated April 6, 2021, as amended to date.

“Securities Act” shall mean the Securities Act of 1933, as amended.

“Seller Representative” shall mean Paul Casey, Chief Executive Officer of OneMedNet.

“Significant Company Holders” shall mean Erkan Akyuz, Jeffrey Yu, Paul Casey, Thomas Kosasa, The Baba One Irrevocable Trust dated March 26, 2021, and The Soph One Irrevocable Trust dated March 26, 2021.

“Special Meeting” shall mean the special meeting of the stockholders of Data Knights, to be held on [•], 2023 at [•], which will be a virtual meeting conducted via live webcast.

“Sponsor” shall mean Data Knights, LLC, a Delaware limited liability company.

“Sponsor Support Agreement” shall mean that certain Sponsor Support Agreement dated as of April 25, 2022, by and among Data Knights, Sponsor, and OneMedNet, whereby, among other things, Sponsor has agreed to vote its shares of Data Knights Common Stock in favor of the adoption and approval of the Merger Agreement and the transactions contemplated thereby, substantially in the form of Exhibit B to the Merger Agreement.

“Trust Account” shall mean the trust account of Data Knights, which holds the net proceeds of the Data Knights IPO, together with interest earned thereon, less amounts released to pay franchise and income tax obligations.

“Trust Agent” shall mean Continental Stock Transfer & Trust Company, Data Knights’ transfer agent.

“Voting Agreement” shall mean that certain Voting agreement dated as of April 25, 2022, by and among Data Knights, OneMedNet, and certain OneMedNet stockholders, substantially in the form of Exhibit A to the Merger Agreement.

“Warrants” shall mean Data Knights redeemable warrants, which includes the Public Warrants as well as the Private Placement Warrants and any warrants issued upon conversion of working capital loans to the extent they are no longer held by the initial holders or their permitted transferees.

“Working Capital Units” shall mean Units issued by Data Knights upon any conversion of any working capital loans made by the Sponsor to Data Knights.

 

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QUESTIONS AND ANSWERS ABOUT THE PROPOSALS

The following questions and answers briefly address some commonly asked questions about the Proposals to be presented at the Special Meeting of Data Knights stockholders. The following questions and answers do not include all the information that is important to stockholders of Data Knights. We urge the stockholders of Data Knights to read this entire proxy statement carefully, including the annexes and other documents referred to herein.

Q.

Why am I receiving this proxy statement/prospectus?

​

A.

Data Knights has entered into the Merger Agreement with OneMedNet and the other parties thereto, pursuant to which OneMedNet has agreed to combine with Merger Sub that will result in OneMedNet as the surviving company and becoming a publicly-traded company on Nasdaq. A copy of the Merger Agreement is attached to this proxy statement/prospectus as Annex A. This proxy statement/prospectus and its annexes contain important information about the proposed Business Combination and the other matters to be acted upon at the Special Meeting. You should read this proxy statement/prospectus and its annexes carefully and in their entirety.

​

Your vote is important. You are encouraged to submit your proxy as soon as possible after carefully reviewing this proxy statement/prospectus and its annexes.

Below are proposals on which Data Knights stockholders are being asked to vote.

(1)

to adopt and approve the Business Combination Proposal;

​

(2)

to consider and vote upon the Nasdaq Proposal;

​

(3)

to adopt and approve the Charter Amendment Proposal;

​

(4)

to consider and vote on the Election of Directors Proposal;

​

(5)

to approve and adopt the Incentive Plan Proposal; and

​

(6)

to adopt and approve the Adjournment Proposal.

​

Q.

Are the Proposals conditioned on one another?

​

​

A.

Unless the Business Combination Proposal is approved, the Charter Amendment Proposal, the Nasdaq Proposal, the Election of Directors Proposal, and the Incentive Plan Proposal will not be presented to the stockholders of Data Knights at the Special Meeting. The Adjournment Proposal is not conditioned on the approval of any other Proposal set forth in this proxy statement/prospectus. It is important for you to note that in the event that the Business Combination Proposal does not receive the requisite vote for approval, then we will not consummate the Business Combination. If Data Knights does not consummate the Business Combination and fails to complete an initial business combination by February 11, 2023, Data Knights will be required to dissolve and liquidate its Trust Account by returning the then remaining funds in such account to its Public Stockholders.

​

Q.

What will happen in the Business Combination?

​

A.

At the Closing, Merger Sub shall be merged with and into OneMedNet, following which the separate corporate existence of Merger Sub shall cease and OneMedNet shall continue as the surviving corporation. In connection with the Business Combination, the cash held in the Trust Account will be used to fund redemptions by Data Knights stockholders, and for working capital and general corporate purposes. A copy of the Merger Agreement is attached to this proxy statement/prospectus as Annex A.

​

Q.

How Does the Sponsor Intend to Vote on the Proposals?

​

A.

The Insiders own of record and are entitled to vote an aggregate of approximately 20% of the outstanding shares of Data Knights Class A Common Stock through their ownership of Founder Shares. The Insiders have agreed to vote any Founder Shares, and any Public Shares held by them as of the Record Date, in favor of the Proposals. See “Related Agreements — Support Agreements.”

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10

 

Q.

What equity stake will current stockholders of Data Knights hold after the Closing?

​

​

A.

It is anticipated that, upon the completion of the Business Combination, Data Knights public stockholders will retain an ownership interest of approximately 7.9% of the outstanding capital stock of the Combined Entity, the Sponsor will retain an ownership interest of approximately 20.2% of the outstanding capital stock of the Combined Entity and the OneMedNet securityholders will own approximately 57.5% of the outstanding capital stock of the Combined Entity. The foregoing ownership percentages with respect to the Combined Entity following the Business Combination exclude any outstanding Warrants and assume that (i) there are no further redemptions of any shares by Data Knights public stockholders in connection with the Business Combination, (ii) no awards are issued under the Equity Incentive Plan and (iii) no Working Capital Units or Extension Units are issued. If the actual facts are different than these assumptions (which they are likely to be), the percentage ownership retained by Data Knights’ existing stockholders in the Combined Entity will be different.

​

If any of the Data Knights public stockholders exercise their redemption rights, the percentage of the Combined Entity’s outstanding common stock held by Data Knights public stockholders will decrease and the percentages of the Combined Entity’s outstanding common stock held by the Sponsor and by the OneMedNet securityholders will increase, in each case relative to the percentage held if none of the Public Shares are redeemed. Upon the issuance of Combined Entity’s Common Stock in connection with the Business Combination, the percentage ownership of the Combined Entity by Data Knights’ public stockholders who do not redeem their Public Shares will be diluted. Data Knights public stockholders that do not redeem their Public Shares in connection with the Business Combination will experience further dilution upon the exercise of Public Warrants that are retained after the Closing by redeeming Public Shareholders. The percentage of the total number of outstanding shares of Common Stock that will be owned by Data Knights’ public stockholders as a group will vary based on the number of Public Shares for which the holders thereof request redemption in connection with the Business Combination and the number of shares of common stock issued upon conversion of the Preferred Stock. The following table illustrates varying beneficial ownership levels in the Combined Entity, as well as possible sources and extents of dilution for non-redeeming public stockholders, and assuming no further redemptions by public stockholders, and the maximum redemptions by public stockholders.

(1)

Assumes Illustrative Maximum Redemptions of 2,731,544 Public Shares of Data Knights Common Stock in connection with the Business Combination. For a description of the Maximum Redemption Scenario, see “Unaudited Pro Forma Condensed Combined Financial Information.”

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(2)

Excludes, except in the case of the last scenario, an estimated 2,731,544 shares underlying the Public Warrants beneficially held by the Data Knights Public Stockholders.

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(3)

Excludes, except in the case of the last scenario, an estimated 585,275 shares underlying the placement warrants beneficially held by Sponsor.

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(4)

On November 11, 2022, Data Knights held a virtual special meeting of its stockholders to vote on three proposals. At the special meeting, holders of Data Knights Common Stock voted on and approved, two of the three proposals presented, an extension proposal and a trust amendment proposal (the on the “Extension Amendment Proposal” and the “Trust Amendment Proposal”, respectively). In connection with the voting on the Extension Amendment Proposal and the Trust Amendment Proposal at the special meeting, holders of 8,768,456 shares of Class A Common Stock exercised their right to redeem those shares for cash. There are currently 6,191,819 shares of Data Knights Common Stock issued and outstanding, consisting of (i) 2,731,544 shares of Class A common stock, (ii) 585,275 Placement Shares, and (iii) 2,875,000 shares of Class B common stock.

​

The “Maximum Redemption Scenario” assumes that Data Knights Public Stockholders exercise redemption rights with respect to 100% of the outstanding shares of Class A common stock. This scenario assumes that 2,731,544 shares of Class A common stock are redeemed for an aggregate payment of approximately $28.8 million from the Trust Account.

In addition, upon consummation of the Business Combination, there will be outstanding an aggregate of up to 2,731,544 Public Warrants and 585,275 Private Placement Warrants held by our Sponsor. Each of our outstanding whole warrants is exercisable commencing 30 days following the Closing for one share of Data Knights Common Stock. Therefore, as of the date of this proxy statement/prospectus, if we assume that each outstanding whole warrant is exercised and one share of Data Knights Common Stock is issued as a result of such exercise, with payment to Data Knights of the exercise price of $11.50 per whole warrant for one whole share, our fully-diluted share capital would increase by a total of 3,316,819 shares, with approximately $38.1 million paid to us to exercise the warrants, assuming cash exercise.

The number of shares and percentage interests set forth in the above table except under the final redemption scenario do not take into account (i) potential future exercises of up to 2,731,544 Public Warrants and up to 585,275 Private Placement Warrants, which will remain outstanding immediately following the Business Combination and may be exercised thereafter at an exercise price of $11.50 (commencing 30 days after the Closing of the Business Combination), (ii) 806,453 shares issuable upon the exercise of outstanding options to purchase shares of OneMedNet common stock, (iii) up to 360,000 shares issuable pursuant to the Equity Incentive Plan, or (iv) warrants to purchase up to 150,000 units if the Sponsor makes a working capital loan prior to the closing of the Business Combination in an amount up to $1,500,000 ($300,000 of such loans have been made to date) and elects to convert such working capital loan into units. The exercise, issuance or vesting of any of these shares could have a dilutive effect on those of our stockholders who do not elect to redeem their shares. If all such shares were issued immediately after the Business Combination, based on the number of issued and outstanding shares of Data Knights Common Stock, non-redeeming Public Stockholders, as a group, would own:

​

•

if there are no further redemptions of Public Shares, 18.6% of the Data Knights Common Stock outstanding assuming all such shares were issued immediately after the Business Combination; or

​

•

if there are maximum redemptions of 100% of the outstanding Public Shares, none of the Data Knights Common Stock outstanding assuming all such shares were issued immediately after the Business Combination.

​

The following table shows the ownership of Data Knights immediately following the Business Combination giving effect to the warrants and options:

 

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Based on the amount in the Trust Account and the deemed value of OneMedNet in the Business Combination, the per share value of the Data Knights Common Stock would have the following values in the no further redemption, 80% redemption and maximum redemption scenarios with and without the PIPE transaction and assuming no and full exercise of outstanding options and warrants:

If the actual facts are different than the assumptions set forth above, the share numbers set forth above will be different. For more information, please see the section entitled “Unaudited Pro Forma Condensed Combined Financial Information.”

The underwriting fees, including deferred fees, from Data Knights initial public offering would represent 5.5% and 27.5% of the per share offering price of the unredeemed shares in the no further redemptions and 80% redemptions scenarios.

Q.

How much consideration will OneMedNet Stockholders receive in connection with the Business Combination?

​

A.

As consideration for the Merger, the holders of OneMedNet securities collectively shall be entitled to receive from Data Knights, in the aggregate, a number of Data Knights securities with an aggregate value equal to (a) Two Hundred Million U.S. Dollars ($200,000,000) minus (b) the amount, if any, by which the Target Net Working Capital Amount exceeds the Net Working Capital Amount (but not less than zero), minus (c) the amount of Closing Net Indebtedness minus (d) the amount of any Merger transaction expenses (the total portion of the Merger Consideration amount payable to all OneMedNet Stockholders in accordance with the Merger Agreement is also referred to herein as the “Stockholder Merger Consideration”). While this amount can fluctuate, based on the Data Knights’ current expectations regarding the amount of Net Working Capital Amount, Closing Net Indebtedness and

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Merger transaction expenses, Data Knights expects that the holders of OneMedNet securities collectively will be entitled to receive Data Knights securities with an aggregate value equal to $200,000,000. See also below “The Business Combination Proposal — Merger Consideration.”

Q.

Why is Data Knights Proposing the Business Combination?

​

A.

Data Knights was organized to effect a merger, capital stock exchange, asset acquisition, stock purchase, reorganization or other similar business combination with one or more businesses or entities (collectively, a “business combination”). On May 11, 2021, Data Knights completed its initial public offering, generating gross proceeds of $115,000,000. Since Data Knights’ IPO, Data Knights’ activity has been limited to the evaluation of business combination candidates.

​

OneMedNet is an expert in clinical imaging innovation solutions that connects healthcare providers and patients and satisfies a crucial need with the life sciences. It offers direct access to clinical images and associated contextual patient record. OneMedNet proved the commercial and regulatory viability of imaging Regulatory Grade Real-World Data (“iRWDTM”), a promising emerging market, that exactly matches OneMedNet’s life science partners’ case selection protocol. With a growing federated network of 90+ healthcare providers, OneMedNet has the immediate ability to quickly search and extensively curate multi-layer data from a Federated group of healthcare facilities. OneMedNet is an expert in secure data interoperability, providing fast access to curated medical images that has proved the commercial and regulatory viability of imaging RWD and covers the complete value chain in imaging RWD, validated by an increasing federated network of providers.

Based on its due diligence investigation of OneMedNet and the industry in which it operates, including the financial and other information provided by OneMedNet in the course of their negotiations in connection with the Merger Agreement, Data Knights believes OneMedNet is well-positioned in its industry for growth, that its business provides a valuable service, and that it possesses a strong management team, of which the senior management intends to remain in the capacity of officers and/or directors. As a result, Data Knights believes that the Business Combination will provide Data Knights stockholders with an opportunity to participate in the ownership of a company with significant growth potential.

Q.

What conditions must be satisfied to complete the Business Combination?

​

A.

Unless waived by the applicable party or parties to the Merger Agreement, and subject to applicable law, the completion of the Business Combination is subject to a number of conditions set forth in the Merger Agreement, including, among others, with respect to the obligations of all of the parties to the Merger Agreement:

​

•

the approval by the stockholders of each of OneMedNet and Data Knights;

​

•

approvals of any required governmental authorities and the expiration or termination of any anti-trust waiting periods;

​

•

receipt of specified third-party consents;

​

•

no law or order preventing the transactions;

​

•

no material uncured breach by the other party;

​

•

after giving effect to the redemption, Data Knights shall have at least $5,000,001 of net tangible assets as required by its charter;

​

•

the members of the post-Closing Data Knights board shall have been elected or appointed as of the Closing;

​

•

the Registration Statement shall have been declared effective by the SEC and shall remain effective as of the Closing, and no stop order or similar order shall be in effect with respect to the Registration Statement; and

​

•

the shares of Data Knights Common Stock issued as Merger Consideration shall have been approved for listing on Nasdaq, subject to official notice of issuance.

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14

 

In addition, unless waived by OneMedNet, the obligations of OneMedNet to consummate the Merger are subject to the satisfaction of the following Closing conditions, in addition to customary certificates and other closing deliveries: (a) the representations and warranties of Data Knights being true and correct as of the date of the Merger Agreement and as of the Closing (subject to Material Adverse Effect); (b) Data Knights having performed in all material respects the respective obligations and complied in all material respects with their respective covenants and agreements under the Merger Agreement required to be performed or complied with on or prior the date of the Closing; (c) absence of any Material Adverse Effect with respect to Data Knights since the date of the Merger Agreement which is continuing and uncured; (d) the Registration Rights Agreement being in full force and effect as of the Closing; and (e) the Minimum Cash Condition of $30 million in cash and cash equivalents held by Data Knights is satisfied.

Unless waived by Data Knights, the obligations of Data Knights and Merger Sub to consummate the Merger are subject to the satisfaction of the following Closing conditions, in addition to customary certificates and other closing deliveries: (a) the representations and warranties of OneMedNet being true and correct as of the date of the Merger Agreement and as of the Closing (subject to Material Adverse Effect); (b) OneMedNet having performed in all material respects the respective obligations and complied in all material respects with its covenants and agreements under the Merger Agreement required to be performed or complied with on or prior the date of the Closing; and (c) absence of any Material Adverse Effect with respect to OneMedNet as a whole since the date of the Merger Agreement which is continuing and uncured; and (d) each Executive Employment Agreement, Lock-Up Agreement and Non-Competition Agreement being in full force and effect as of the Closing.

For a summary of the conditions that must be satisfied or waived prior to the Closing of the Business Combination, see the section titled “The Business Combination Proposal — The Merger Agreement.”

Q.

Did the Data Knights Board Obtain a Third-Party Valuation or Fairness Opinion in Determining Whether to Proceed with the Business Combination?

​

A.

Data Knights’ board of directors did obtain a third-party fairness opinion in connection with their determination to approve the Business Combination. Data Knights’ officers, directors and advisors have substantial experience in evaluating the operating and financial merits of companies from a wide range of industries and concluded that this experience and background, together with the experience and sector expertise of Data Knights’ financial advisors, enabled them to make the necessary analyses and determinations regarding the Business Combination. In addition, Data Knights’ officers, directors and advisors have substantial experience with mergers and acquisitions. Accordingly, investors will be relying solely on the judgment of Data Knights’ board of directors and management in valuing the companies’ business. Data Knights’ board of directors sought a third-party fairness opinion as confirmation of their conclusions regarding the Business Combination in approving it.

​

Q.

Why is Data Knights providing stockholders with the opportunity to vote on the Business Combination?

​

A.

Under its Charter, Data Knights must provide all holders of its Public Shares with the opportunity to have their Public Shares redeemed upon the consummation of Data Knights’ Business Combination either in conjunction with a tender offer or in conjunction with a stockholder vote. For business and other reasons, Data Knights has elected to provide its stockholders with the opportunity to have their Public Shares redeemed in connection with a stockholder vote rather than a tender offer. Therefore, Data Knights is seeking to obtain the approval of its stockholders of the Business Combination in order to allow its Public Stockholders to effectuate redemptions of their Public Shares in connection with the Closing of the Business Combination.

​

Q.

Are there any arrangements to help ensure that the Company will have sufficient funds, together with the proceeds in its Trust Account, to fund the Aggregate Purchase Price?

​

A.

Yes. To the extent not utilized to consummate the Business Combination, the proceeds from the Trust Account will be used to pay any loans owed by Data Knights to its Sponsor for any Data Knights transaction expenses or other administrative expenses incurred by Data Knights, to pay all unpaid transaction expenses and any remainder will be used for general corporate purposes, including, but not

​

 

15

 

limited to, working capital for operations, capital expenditures and future acquisitions. Data Knights agrees that it (or its successor) will file with the SEC and use its commercially reasonable efforts to have the registration statement declared effective as soon as practicable.

Q.

How many votes do I have at the Special Meeting?

​

A.

Data Knights stockholders are entitled to one vote at the Special Meeting for each share of Data Knights Common Stock held of record as of [•], 2023, the record date for the Special Meeting (the “Record Date”). As of the close of business on the Record Date, there were 2,731,544 outstanding shares of Data Knights Common Stock.

​

Q.

What vote is required to approve the Proposals presented at the Special Meeting?

​

A.

The approval of the Business Combination, the Nasdaq Proposal and the Incentive Plan Proposal each require the affirmative vote of the holders of a majority of the shares of Data Knights Common Stock cast by the stockholders represented in person or by proxy and entitled to vote thereon at the Special Meeting. A Data Knights stockholder’s failure to vote by proxy or to vote in person at the Special Meeting will not be counted towards the number of shares of Data Knights Common Stock required to validly establish a quorum, and if a valid quorum is otherwise established, it will have no effect on the outcome of the vote on the Nasdaq Proposal and the Incentive Plan Proposal.

​

The approval of the Charter Amendment Proposal requires the affirmative vote of a majority of the issued and outstanding Data Knights Common Stock as of the Record Date. Accordingly, a Data Knights stockholder’s failure to vote by proxy or to vote in person at the Special Meeting or an abstention will have the same effect as a vote “AGAINST” the Charter Amendment Proposal.

If the Business Combination is not approved, the Nasdaq Proposal, the Charter Amendment Proposal, the Election of Directors Proposal, and the Incentive Plan Proposal will not be presented to Data Knights’ stockholders for a vote. The approval of the Business Combination, the Nasdaq Proposal, the Charter Amendment Proposal, the Election of Directors Proposal, and the Incentive Plan Proposal are preconditions to the consummation of the Business Combination.

Q.

May Data Knights, the Sponsor or Data Knights’ directors, officers, advisors, or their affiliates purchase shares in connection with the Business Combination?

​

A.

In connection with the stockholder vote to approve the Business Combination, the Sponsor, directors, officers, or advisors or their respective affiliates may privately negotiate transactions to purchase shares from stockholders who would have otherwise elected to have their shares redeemed in conjunction with a proxy solicitation pursuant to the proxy rules for a per-share pro rata portion of the Trust Account. None of Data Knights’ Sponsor, directors, officers or advisors or their respective affiliates will make any such purchases when they are in possession of any material non-public information not disclosed to the seller or during a restricted period under Regulation M under the Exchange Act. Such a purchase would include a contractual acknowledgement that such stockholder, although still the record holder of Data Knights shares, is no longer the beneficial owner thereof and therefore agrees not to exercise its redemption rights. In the event that the Sponsor, directors, officers, or advisors or their affiliates purchase shares in privately negotiated transactions from Public Stockholders who have already elected to exercise their redemption rights, such selling stockholders would be required to revoke their prior elections to redeem their shares. Any such privately negotiated purchases may be effected at purchase prices that are equal to or below the per-share pro rata portion of the Trust Account, none of such shares would be voted in favor of the Business Combination, and no exercise of redemption rights would be made by the purchasers with respect to such shares.

​

Q.

What constitutes a quorum at the Special Meeting?

​

A.

Holders of a majority in voting power of Data Knights Common Stock issued and outstanding and entitled to vote at the Special Meeting constitute a quorum. In the absence of a quorum, the chairman of the meeting has power to adjourn the Special Meeting. As of the Record Date, [•], 2023, shares of Class A Common Stock would be required to achieve a quorum.

​

 

16

 

Q.

How will Data Knights’ Sponsor, directors, and officers vote?

​

A.

The Sponsor, as Data Knights’ initial stockholder, has agreed to vote its Founder Shares and Placement Shares (as well as any Public Shares purchased during or after the Data Knights IPO) in favor of the Business Combination. Accordingly, if Data Knights seeks stockholder approval of its initial business combination, it is more likely that the necessary stockholder approval will be received than would be the case if the Sponsor agreed to vote their Founder Shares in accordance with the majority of the votes cast by Data Knights’ Public Stockholders, and further, that means that under the DGCL no Public Shares would need to be voted in favor of the Business Combination for it to be approved.

​

Q.

What interests do Data Knights’ current officers and directors have in the Business Combination?

​

A.

The Sponsor (including certain members of the Sponsor), and certain of Data Knights’ directors and executive officers may have interests in the Business Combination that are different from or in addition to (and which may conflict with) your interests. These interests include:

​

•

unless Data Knights consummates an initial business combination, Data Knights’ officers, directors, and the Sponsor will not receive reimbursement for any out-of-pocket expenses incurred by them to the extent that such expenses exceed the amount of available proceeds not deposited in the Trust Account;

​

•

as a condition to the Data Knights IPO, all of the Founder Shares are subject to a lock-up and would be released only if specified conditions were met. In particular, subject to certain limited exceptions, all Founder Shares would be subject to a lock up until the earlier of (A) six months after the completion of Data Knights’ Business Combination and (B) subsequent to the Business Combination, (x) if the closing price of the Class A Common Stock equals or exceeds $12.00 per share (as adjusted for stock splits, stock dividends, reorganizations, recapitalizations and the like) for any 20 trading days within any 30-trading day period commencing at least 150 days after the Business Combination or (y) the date on which Data Knights completes a liquidation, merger, capital stock exchange, reorganization or other similar transaction that results in all of the Company’s stockholders having the right to exchange their shares of Class A Common Stock for cash, securities or other property;​

​

•

the Placement Units, purchased by the Sponsor will be worthless if a business combination is not consummated;

​

•

the Sponsor has agreed that the Placement Units and the underlying securities, will not be sold or transferred by it until after Data Knights has completed a business combination, subject to limited exceptions;

​

•

the fact that Sponsor paid an aggregate of $25,000 for its Founder Shares and such securities will have a significantly higher value at the time of the Business Combination;

​

•

the fact that Sponsor has agreed not to redeem any of the Founder Shares in connection with a stockholder vote to approve a proposed initial business combination;

​

​

•

if Data Knights does not complete an initial business combination by February 11, 2023, the proceeds from the sale of the Placement Units will be included in the liquidating distribution to Data Knights’ Public Stockholders and the Placement Units will expire worthless; and

​

•

if the Trust Account is liquidated, including in the event Data Knights is unable to complete an initial business combination within the required time period, the Sponsor has agreed to indemnify Data Knights to ensure that the proceeds in the Trust Account are not reduced below $10.20 per Public Share by the claims of prospective target businesses with which Data Knights has entered into an acquisition agreement or claims of any third party for services rendered or products sold to Data Knights, but only if such a vendor or target business has not executed a waiver of any and all rights to seek access to the Trust Account.

​

These interests may influence Data Knights’ directors in making their recommendation that you vote in favor of the approval of the Business Combination. The estimated aggregate amount invested by Sponsor and certain of Data Knights’ directors and executive officers in their interests in Data Knights is $5,877,750, as detailed in the following tables:

 

17

 

Assuming No Further Redemptions

Assuming 80% Redemptions

Assuming Maximum Redemptions

To date, Data Knights’ officers and directors and the Sponsor have not incurred any out-of-pocket expenses subject to reimbursement by Data Knights. The Sponsor has requested that the Company extend the date by which the Company has to consummate a business combination until not later than February 11, 2023, and in connection therewith caused an aggregate of $1,150,000 (representing $0.10 per public share) to be deposited into the Company’s trust account on August 11, 2022, to extend such date to November 11, 2022, and caused an aggregate of $368,758.44 (representing $0.135 per public share) to extend such date to February 11, 2023. Under the terms of its Charter, the Company can extend the date by which it has to consummate a business combination by up to six additional one-month periods, or up to August 11, 2023.

Q.

What happens if I sell my shares of Class A Common Stock before the Special Meeting?

​

A.

The Record Date is earlier than the date of the Special Meeting. If you transfer your shares of Common Stock after the Record Date, but before the Special Meeting, unless the transferee obtains from you a proxy to vote those shares, you will retain your right to vote at the Special Meeting. However, you will not be able to seek redemption of your shares because you will no longer be able to deliver them for cancellation upon consummation of the Business Combination. If you transfer your shares of Class A Common Stock prior to the Record Date, you will have no right to vote those shares at the Special Meeting or redeem those shares for a pro rata portion of the proceeds held in our Trust Account.

​

 

18

 

Q.

What happens if I vote against the Business Combination Proposal?

​

​

A.

Pursuant to Data Knights’ Charter, if the Business Combination Proposal is not approved and Data Knights does not otherwise consummate an alternative business combination by February 11, 2023, Data Knights will be required to dissolve and liquidate its Trust Account by returning the then remaining funds in such account to the Public Stockholders.

​

Q.

Do I have redemption rights?

​

​

A.

Pursuant to Data Knights’ Charter, holders of Public Shares may elect to have their shares redeemed for cash at the applicable redemption price per share calculated in accordance with Data Knight’s Charter. As of December 31, 2022, based on funds in the Trust Account of approximately $28,700,000, this would have amounted to approximately $10.54 per share. If a holder exercises its redemption rights, then such holder will be exchanging its shares of Data Knights Common Stock for cash. Such a holder will be entitled to receive cash for its Public Shares only if it properly demands redemption and delivers its shares (either physically or electronically) to Data Knights’ Transfer Agent prior to the Special Meeting. See the section titled “Special Meeting of Data Knights Stockholders — Redemption Rights” for the procedures to be followed if you wish to redeem your shares for cash.

​

Q.

Will how I vote affect my ability to exercise redemption rights?

​

A.

No. You may exercise your redemption rights whether you vote your shares of Data Knights Common Stock “FOR” or “AGAINST” the Business Combination Proposal or any other Proposal described by this proxy statement/prospectus. As a result, the Merger Agreement can be approved by stockholders who will redeem their shares and no longer remain stockholders, leaving stockholders who choose not to redeem their shares holding shares in a company with a potentially less liquid trading market, fewer stockholders, potentially less cash and the potential inability to meet the listing standards of the Nasdaq Global Market.

​

Q.

How do I exercise my redemption rights?

​

A.

In connection with the Business Combination, holders of Public Shares may seek to redeem their Public Shares regardless of whether such public stockholder votes “FOR” or “AGAINST” the Business Combination Proposal.

​

To exercise your redemption rights, you must demand that the Company redeem your Public Shares. In connection with tendering your shares for redemption, you must elect either to physically tender your share certificates to Continental, at Continental Stock Transfer & Trust Company, One State Street Plaza, 30th Floor, New York, New York 10004-1561, Attn: Mark Zimkind, at least two (2) business days prior to the Special Meeting or deliver your shares to Continental electronically using The Depository Trust Company’s DWAC (Deposit/Withdrawal At Custodian) System, which election would likely be determined based on the manner in which you hold your shares.

Certificates that have not been tendered in accordance with these procedures at least two (2) business days prior to the Special Meeting will not be redeemed for cash. In the event that a public stockholder tenders its shares and decides that it does not want to redeem its Public Shares, such stockholder may withdraw the tender. If you delivered your Public Shares for redemption to Continental and decide prior to the Special Meeting not to redeem your Public Shares, you may request that Continental return the shares (physically or electronically). You may make such request by contacting Continental at the address listed below:

Continental Stock Transfer & Trust Company
One State Street Plaza, 30th Floor
New York, New York 10004-1561
Attn: Mark Zimkind
E-mail: mzimkind@continentalstock.com

Notwithstanding the foregoing, a holder of the Public Shares, together with any affiliate of his or any other person with whom he is acting in concert or as a “group” ​(as defined in Section 13d-3 of the

 

19

 

Exchange Act) will be restricted from seeking redemption rights with respect to an aggregate of 15% or more of the shares of Data Knights Common Stock included in the Public Units sold in the Data Knights IPO, which we refer to as the “15% threshold.” Accordingly, all Public Shares in excess of the 15% threshold beneficially owned by a Public Stockholder or group will not be redeemed for cash.

Stockholders seeking to exercise their redemption rights and opting to deliver physical certificates should allot sufficient time to obtain physical certificates from the Transfer Agent and time to effect delivery. It is Data Knights’ understanding that stockholders should generally allot at least two weeks to obtain physical certificates from the Transfer Agent. However, Data Knights does not have any control over this process, and it may take longer than two weeks. Stockholders who hold their shares in street name will have to coordinate with their bank, broker or other nominee to have the shares certificated or delivered electronically.

Any demand for redemption, once made, may be withdrawn at any time until the deadline for exercising redemption requests and thereafter, with Data Knights’ consent, until the vote is taken with respect to the Business Combination. If you delivered your shares for redemption to Data Knights’ Transfer Agent and decide within the required timeframe not to exercise your redemption rights, you may request that Data Knights’ Transfer Agent return the shares (physically or electronically). You may make such request by contacting Data Knights’ Transfer Agent at the phone number or address listed under the question “Who can help answer my questions?” below.

Q.

How do redemptions of Data Knights’ Public Shares impact the Closing of the Business Combination and the Minimum Cash Condition?

​

​

A.

Substantial redemptions of Data Knights’ Public Shares could adversely affect the Closing of the Business Combination and the Minimum Cash Condition if a PIPE Investment or other alternative source of funding is not achieved or if OneMedNet does not amend or waive the Minimum Cash Condition requirement. The Minimum Cash Condition, which requires Data Knights to have at least $30 million of cash and cash equivalents at the Closing of the Business Combination, is solely for the benefit of OneMedNet and is based on OneMedNet’s anticipated capital needs post-Closing during the first 12-24 months following the Closing. Based on the $28.8 million in the Trust Account as of December 31, 2022, the Minimum Cash Condition would not be satisfied. Because the Minimum Cash Condition is for OneMedNet’s benefit, it has the sole right to modify or waive the Minimum Cash Condition to ensure the Closing of the Business Combination especially when confronted by fluctuations in the PIPE market, including those resulting from rising interest rates causing a slowdown in the PIPE Investments. The slowdown in PIPE Investments has given rise to an increase in the availability of alternative funding options such as standby equity purchase agreements (“SEPA”) creating an obligation for the SEPA investor to purchase a certain number of company shares up front and additional shares over a given period (i.e., usually 36 months). OneMedNet’s anticipated capital needs following the Closing of the Business Combination is based on its pro forma expense projections which it believes are compatible with a SEPA structure to receive approximately $5,000,000 at Closing and the balance as needed over the ensuing months. To date, Data Knights, Data Knights’ financial advisors and OneMedNet have met with potential investors in the SEPA space for funds totaling $50 million to $100 million over 36 months, which meetings have yielded positive results including opportunities for OneMedNet to close a definitive SEPA, which OneMedNet may do in the very near term. However, there is no assurance that such a closing of a SEPA or a PIPE Investment will occur or will occur on favorable terms or at a sufficient level of net proceeds could leave OneMedNet undercapitalized and with inadequate working capital to fund its operations or unable to grow its operations and revenue sufficiently to achieve positive net cash flow, which could adversely affect its business, financial condition and results of operations and impair the value of the Class A Common Stock. Moreover, even if the Minimum Cash Condition was waived by OneMedNet, in no event will Data Knights redeem public shares in an amount that would cause its net tangible assets (as determined in accordance with Rule 3a51-1(g)(1) of the Exchange Act) to be less than $5,000,001.

​

​

Q.

How would the failure to complete the PIPE Investment impact Data Knights following the Closing of the Business Combination?

​

​

A.

The amount of working capital available to Data Knights after the Business Combination will depend

​

 

20

 

in part on the successful completion of the PIPE Investment. Following the redemption on November 11, 2022 of 8,768,456 shares of Class A Common Stock at an approximate price of $10.42 per share, for an aggregate of approximately $91.4 million, Data Knight’s Trust Account had a balance of approximately $28.5 million. In connection with the consummation of the Business Combination, the Public Stockholders may redeem all or a portion of the remaining shares of Class A Common Stock they hold. Accordingly, a failure to successfully complete the PIPE Investment at a sufficient level of net proceeds could leave Data Knights undercapitalized and with inadequate working capital to fund its operations or unable to grow its operations and revenue sufficiently to achieve positive net cash flow, which could adversely affect its business, financial condition and results of operations and impair the value of the Class A Common Stock.

Q.

What are the federal income tax consequences of exercising my redemption rights?

​

A.

Data Knights stockholders who exercise their redemption rights to receive cash in exchange for their shares of Data Knights Common Stock generally will be required to treat the transaction as a sale of such shares and recognize gain or loss upon the redemption in an amount equal to the difference, if any, between the amount of cash received and the tax basis of the shares of Data Knights Common Stock redeemed. Such gain or loss should be treated as capital gain or loss if such shares were held as a capital asset on the date of the redemption. The redemption, however, may be treated as a distribution to a redeeming stockholder for U.S. federal income tax purposes if the redemption does not effect a sufficient reduction (as determined under applicable federal income tax law) in the redeeming stockholder’s percentage ownership in us (whether such ownership is direct or through the application of certain attribution and constructive ownership rules). Any amounts treated as such a distribution will constitute a dividend to the extent not in excess of our current and accumulated earnings and profits as measured for U.S. federal income tax purposes. Any amounts treated as a distribution and that are in excess of our current and accumulated earnings and profits will reduce the redeeming stockholder’s basis in his or her redeemed shares of our Common Stock, and any remaining amount will be treated as gain realized on the sale or other disposition of our Common Stock. These tax consequences are described in more detail in the section titled “The Business Combination Proposal — Certain Material U.S. Federal Income Tax Considerations of the Redemption.” We urge you to consult your tax advisor regarding the tax consequences of exercising your redemption rights.

​

Q.

If I am a holder of Warrants, can I exercise redemption rights with respect to my Warrants?

​

A.

No. The holders of Warrants have no redemption rights with respect to such Warrants.

​

Q.

If I am a Unit holder, can I exercise redemption rights with respect to my Units?

​

A.

No. Holders of outstanding Units must separate the underlying Public Shares and Public Warrants prior to exercising redemption rights with respect to the Public Shares.

​

If you hold Units registered in your own name, you must deliver the certificate for such Units to Continental Stock Transfer & Trust Company, Data Knights’ Transfer Agent, with written instructions to separate such Units into Public Shares and Public Warrants. This must be completed far enough in advance to permit the mailing of the Public Share certificates back to you so that you may then exercise your redemption rights upon the separation of the Public Shares from the Units. See “How do I exercise my redemption rights?” above. The address of Continental Stock Transfer & Trust Company is listed under the question “Who can help answer my questions?” below.

If a broker, dealer, commercial bank, trust company, or other nominee holds your units, you must instruct such nominee to separate your Units. Your nominee must send written instructions by facsimile to Continental Stock Transfer & Trust Company, Data Knights’ Transfer Agent. Such written instructions must include the number of Units to be split and the nominee holding such Units. Your nominee must also initiate electronically, using DTC’s deposit withdrawal at custodian (DWAC) system, a withdrawal of the relevant units and a deposit of an equal number of Public Shares, and Public Warrants. This must be completed far enough in advance to permit your nominee to exercise your redemption rights upon the separation of the Public Shares from the Units. While this is typically done electronically the same business day, you should allow at least one full business day to accomplish the

 

21

 

separation. If you fail to cause your Public Shares to be separated in a timely manner, you will likely not be able to exercise your redemption rights.

Q.

Do I have appraisal rights if I object to the proposed Business Combination?

​

A.

No. There are no appraisal rights available to holders of Data Knights Common Stock in connection with the Business Combination.

​

Q.

What happens to the funds held in the Trust Account upon consummation of the Business Combination?

​

A.

If the Business Combination is consummated, the funds held in the Trust Account will be released to pay:

​

•

a portion of the Merger Consideration pursuant to the Merger Agreement;

​

•

Data Knights stockholders who properly exercise their redemption rights;

​

•

$4,025,000 payable to EF Hutton, a division of Benchmark Investments, Inc. for deferred underwriting commissions from the IPO;

​

•

certain other fees, costs, and expenses (including regulatory fees, legal fees, accounting fees, printer fees, and other professional fees) that were incurred by Data Knights or OneMedNet in connection with the transactions contemplated by the Business Combination and pursuant to the terms of the Merger Agreement;

​

•

any loans owed by Data Knights to its Sponsor for any Data Knights transaction expenses or other administrative expenses incurred by Data Knights; and

​

•

for general corporate purposes including, but not limited to, working capital for operations.

​

Q.

What happens if the Business Combination is not consummated?

​

A.

There are certain circumstances under which the Merger Agreement may be terminated. See the section titled “The Business Combination Proposal — The Merger Agreement” for information regarding the parties’ specific termination rights.

​

If, as a result of the termination of the Merger Agreement or otherwise, Data Knights is unable to complete the Business Combination or another initial business combination transaction by February 11, 2023, Data Knights’ Charter provides that it will (i) cease all operations except for the purpose of winding up, (ii) as promptly as reasonably possible, subject to lawfully available funds therefor, redeem 100% of the Public 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 earned on the funds held in the Trust Account and not previously released to it to pay franchise and income taxes payable, by (B) the total number of then outstanding Public Shares, which redemption will completely extinguish rights of the Public Stockholders (including the right to receive further liquidation distributions, if any), subject to applicable law, and (iii) as promptly as reasonably possible following such redemptions, subject to the approval of Data Knights’ remaining stockholders and Data Knights’ Board in accordance with applicable law, dissolve and liquidate, subject (in the case of (ii) and (iii) above) to its obligations under the DGCL to provide for claims of creditors and other requirements of applicable law.

Data Knights expects that the amount of any distribution its Public Stockholders will be entitled to receive upon its dissolution will be approximately the same as the amount they would have received if they had redeemed their shares in connection with the Business Combination, subject in each case to Data Knights’ obligations under the DGCL to provide for claims of creditors and other requirements of applicable law. Holders of Founder Shares have waived any right to any liquidation distribution with respect to those shares.

In the event of liquidation, there will be no distribution with respect to Data Knights’ outstanding Warrants Accordingly, the Warrants will expire worthless.

 

22

 

Q.

When is the Business Combination expected to be completed?

​

​

A.

The Closing is expected to take place (a) no later than the second business day following the satisfaction or waiver of the conditions described below under the section titled “The Business Combination Proposal — General Description of the Merger Agreement — Conditions to the Closing” or (b) such other date as agreed to by the parties to the Merger Agreement in writing, in each case, subject to the satisfaction or waiver of the Closing conditions. The Merger Agreement may be terminated by either Data Knights or OneMedNet if the Closing has not occurred by February 11, 2023, subject to certain exceptions. Neither Data Knights nor OneMedNet can assure you of when or if the Business Combination will be completed, and it is possible that factors outside of the control of Data Knights and OneMedNet could result in the Business Combination being completed at a different time or not at all. Data Knights must first obtain the approval of Data Knights stockholders for each of the Proposals set forth in this proxy statement/consent solicitation/prospectus for their approval and Data Knights and OneMedNet must also first obtain certain necessary regulatory approvals and satisfy other closing conditions. For a description of the conditions to the completion of the Business Combination, see the section titled “The Business Combination Proposal — The Merger Agreement — Conditions to the Closing.”

​

Q.

What do I need to do now?

​

A.

You are urged to read carefully and consider the information contained in this proxy statement/​prospectus, including the annexes, and to consider how the Business Combination will affect you as a stockholder. You should then vote as soon as possible in accordance with the instructions provided in this proxy statement/prospectus and on the enclosed proxy card or, if you hold your shares through a brokerage firm, bank, or other nominee, on the voting instruction form provided by the broker, bank, or nominee.

​

Q.

How do I vote?

​

A.

If you were a holder of record of Data Knights Common Stock on [•], 2023, the Record Date, you may vote with respect to the Proposals virtually at the Special Meeting, or by completing, signing, dating, and returning the enclosed proxy card in the postage-paid envelope provided. If you hold your shares in “street name,” which means your shares are held of record by a broker, bank, or other nominee, you should follow the instructions provided by your broker, bank, or nominee to ensure that votes related to the shares you beneficially own are properly counted. In this regard, you must provide the record holder of your shares with instructions on how to vote your shares or, if you wish to virtually attend the Special Meeting and vote, obtain a proxy from your broker, bank, or nominee.

​

Q.

What will happen if I abstain from voting or fail to vote at the Special Meeting?

​

A.

At the Special Meeting, Data Knights will count a properly executed proxy marked “ABSTAIN” with respect to a particular Proposal as present for purposes of determining whether a quorum is present. Abstentions will have the same effect as a vote “AGAINST” the Business Combination Proposal and the Charter Amendment Proposal. Broker non-votes will not be counted as present for the purposes of establishing a quorum and will have no effect on any of the Proposals. Additionally, if you abstain from voting or fail to vote at the Special Meeting, you will not be able to exercise your redemption rights (as described above).

​

Q.

What will happen if I sign and return my proxy card without indicating how I wish to vote?

​

A.

Signed and dated proxies received by Data Knights without an indication of how the stockholder intends to vote on a Proposal will be voted “FOR” each Proposal presented to the stockholders. The proxyholders may use their discretion to vote on any other matters which properly come before the Special Meeting. If you fail to indicate how you vote, you will not be able to exercise your redemption rights.​

​

Q.

If I am not going to attend the Special Meeting, should I return my proxy card instead?

​

A.

Yes. Whether you plan to attend the Special Meeting or not, please read the enclosed proxy statement

​

 

23

 

carefully, and vote your shares by completing, signing, dating, and returning the enclosed proxy card in the postage-paid envelope provided.

Q.

If my shares are held in “street name,” will my broker, bank or nominee automatically vote my shares for me?

​

A.

No. Under the rules of various national and regional securities exchanges, your broker, bank, or nominee cannot vote your shares with respect to non-discretionary matters unless you provide instructions on how to vote in accordance with the information and procedures provided to you by your broker, bank, or nominee. Data Knights believes the Proposals presented to the stockholders will be considered non-discretionary and therefore your broker, bank or nominee cannot vote your shares without your instruction. Your bank, broker or other nominee can vote your shares only if you provide instructions on how to vote. You should instruct your broker to vote your shares in accordance with directions you provide.

​

Q.

May I change my vote after I have mailed my signed proxy card?

​

A.

Yes. You may change your vote by sending a later-dated, signed proxy card to Data Knights’ secretary at the address listed below so that it is received by Data Knights’ secretary prior to the Special Meeting or attend the Special Meeting in person and vote. You also may revoke your proxy by sending a notice of revocation to Data Knights’ secretary, which must be received by Data Knights’ secretary prior to the Special Meeting.

​

Q.

What should I do if I receive more than one set of voting materials?

​

A.

You may receive more than one set of voting materials, including multiple copies of this proxy statement/​prospectus and multiple proxy cards or voting instruction cards. For example, if you hold your shares in more than one brokerage account, you will receive a separate voting instruction card for each brokerage account in which you hold shares. If you are a holder of record and your shares are registered in more than one name, you will receive more than one proxy card. Please complete, sign, date and return each proxy card and voting instruction card that you receive in order to cast your vote with respect to all of your shares.

​

Q.

Who will solicit and pay the cost of soliciting proxies?

​

A.

Data Knights will pay the cost of soliciting proxies for the Special Meeting. Data Knights has engaged Laurel Hill Advisory Group, LLC, which we refer to as “Laurel Hill,” to assist in the solicitation of proxies for the Special Meeting. Data Knights has agreed to pay Laurel Hill its customary fee, plus disbursements. Data Knights will reimburse Laurel Hill for reasonable out-of-pocket expenses and will indemnify Laurel Hill and its affiliates against certain claims, liabilities, losses, damages, and expenses. Data Knights will also reimburse banks, brokers and other custodians, nominees and fiduciaries representing beneficial owners of shares of Data Knights Common Stock for their expenses in forwarding soliciting materials to beneficial owners of Data Knights’ Common Stock and in obtaining voting instructions from those owners. Data Knights’ directors, officers and employees may also solicit proxies by telephone, by facsimile, by mail, on the Internet or in person. They will not be paid any additional amounts for soliciting proxies.

​

Q.

Who can help answer my questions?

​

A.

If you have questions about the Proposals or if you need additional copies of this proxy statement/​prospectus or the enclosed proxy card you should contact:

​

Data Knights Acquisition Corp.
Unit G6, Frome Business Park, Manor Road
Frome, United Kingdom, BA11 4FN
Attn: Barry Anderson
Telephone No.: 011-44 203 833 4000
E-mail: barry@dataknightsacuk.com

 

24

 

You may also contact our proxy solicitor at:

Laurel Hill Advisory Group, LLC
2 Robbins Lane, Suite 201
Jericho, NY 11753
(855) 414-2266
Email: dataknights@laurelhill.com

To obtain timely delivery, Data Knights stockholders must request the materials no later than five (5) business days prior to the Special Meeting.

You may also obtain additional information about Data Knights from documents filed with the SEC by following the instructions in the section titled “Where You Can Find More Information.”

If you intend to seek redemption of your Public Shares, you will need to send a letter demanding redemption and deliver your stock (either physically or electronically) to Data Knights’ Transfer Agent prior to the Special Meeting in accordance with the procedures detailed under the question “How do I exercise my redemption rights?” If you have questions regarding the certification of your position or delivery of your stock, please contact:

Continental Stock Transfer & Trust Company
One State Street Plaza, 30th Floor
New York, New York 10004-1561
Attn: Mark Zimkind
E-mail:mzimkind@continentalstock.com

 

25

 

26

 

27

 

​

28

 

Name	​	​	Age	​	​	Position	​
Paul Casey	​	​	76	​	​	Chief Executive Officer, Director(5)	​
Dr. Jeffrey Yu	​	​	55	​	​	Chairman of the Board of Directors, Founder, Chief Medical Officer, Vice President(6)	​
Lisa Embree	​	​	51	​	​	Chief Financial Officer, Vice President — Finance	​
Erkan Akyuz	​	​	53	​	​	Director(1)(2)(4)	​
Eric Casaburi	​	​	48	​	​	Director(4)	​
Robert Golden	​	​	60	​	​	Director(1)(2)(6)	​
Dr. Julianne Huh	​	​	53	​	​	Director(3)(4)	​
Dr. Thomas Kosasa	​	​	77	​	​	Director(1)(5)	​
Dr. Christoph Zindel	​	​	61	​	​	Director(2)(3)(6)	​

29

 

30

 

31

 

​

32

 

Security

​

​

Shares

​

​

Current Estimated Value Per Share

​

​

Current Estimated Value

​

​

Initial Cost

​

​

Unrealized Profit

​

​

Unrealized Profit Per Share

​

Founder Shares

​

​

​

​

6,432,886

​

​

​

​

$

10.49

​

​

​

​

$

67,480,974

​

​

​

​

$

25,000

​

​

​

​

$

67,455,974

​

​

​

​

$

10.49

​

​

Placement Units

​

​

​

​

525,275

​

​

​

​

$

10.49

​

​

​

​

$

5,510,135

​

​

​

​

$

5,252,750

​

​

​

​

$

257,385

​

​

​

​

$

0.49

​

​

Private Placement Warrants

​

​

​

​

525,275

​

​

​

​

$

0.06

​

​

​

​

$

32,775

​

​

​

​

$

—

​

​

​

​

$

32,775

​

​

​

​

$

0.06

​

​

Warrants for conversion of working capital loan

​

​

​

​

150,000

​

​

​

​

$

—

​

​

​

​

$

—

​

​

​

​

$

—

​

​

​

​

$

9,359

​

​

​

​

$

0.06

​

​

Total/Weighted Average

​

​

​

​

7,633,436

​

​

​

​

$

9.57

​

​

​

​

$

73,023,884

​

​

​

​

$

5,277,750

​

​

​

​

$

67,755,493

​

​

​

​

$

8.88

​

​

Security

​

​

Shares

​

​

Current Estimated Value Per Share

​

​

Current Estimated Value

​

​

Initial Cost

​

​

Unrealized Profit

​

​

Unrealized Profit Per Share

​

Founder Shares

​

​

​

​

6,325,000

​

​

​

​

$

10.49

​

​

​

​

$

66,349,250

​

​

​

​

$

25,000

​

​

​

​

$

66,324,250

​

​

​

​

$

10.49

​

​

Placement Units

​

​

​

​

525,275

​

​

​

​

$

10.49

​

​

​

​

$

5,510,135

​

​

​

​

$

5,252,750

​

​

​

​

$

257,385

​

​

​

​

$

0.49

​

​

Private Placement Warrants

​

​

​

​

525,275

​

​

​

​

$

0.06

​

​

​

​

$

32,775

​

​

​

​

$

—

​

​

​

​

$

32,775

​

​

​

​

$

0.06

​

​

Warrants for conversion of working capital loan

​

​

​

​

150,000

​

​

​

​

$

—

​

​

​

​

$

—

​

​

​

​

$

—

​

​

​

​

$

9,359

​

​

​

​

$

0.06

​

​

Total/Weighted Average

​

​

​

​

7,525,550

​

​

​

​

$

9.55

​

​

​

​

$

71,892,160

​

​

​

​

$

5,277,750

​

​

​

​

$

66,623,769

​

​

​

​

$

8.85

​

​

Security

​

​

Shares

​

​

Current Estimated Value Per Share

​

​

Current Estimated Value

​

​

Initial Cost

​

​

Unrealized Profit

​

​

Unrealized Profit Per Share

​

Founder Shares

​

​

​

​

5,750,000

​

​

​

​

$

10.49

​

​

​

​

$

60,317,500

​

​

​

​

$

25,000

​

​

​

​

$

60,292,500

​

​

​

​

$

10.49

​

​

Placement Units

​

​

​

​

525,275

​

​

​

​

$

10.49

​

​

​

​

$

5,510,135

​

​

​

​

$

5,252,750

​

​

​

​

$

257,385

​

​

​

​

$

0.49

​

​

Private Placement Warrants

​

​

​

​

525,275

​

​

​

​

$

0.06

​

​

​

​

$

32,775

​

​

​

​

$

—

​

​

​

​

$

32,775

​

​

​

​

$

0.06

​

​

Warrants for conversion of working capital loan

​

​

​

​

150,000

​

​

​

​

$

—

​

​

​

​

$

—

​

​

​

​

$

—

​

​

​

​

$

9,359

​

​

​

​

$

0.06

​

​

Total/Weighted Average

​

​

​

​

6,950,550

​

​

​

​

$

9.48

​

​

​

​

$

65,860,410

​

​

​

​

$

5,277,750

​

​

​

​

$

60,592,019

​

​

​

​

$

8.72

​

​

33

 

34

 

​

35

 

​

36

 

​

37

 

​

38

 

​

39

 

40

 

41

 

​

​

​

(Unaudited) For the Nine Month Period ended September 30, 2022

​

​

For the Period from February 8, 2021 (Inception) through September 30, 2021

​

Formation and operating costs

​

​

​

$

1,771,902

​

​

​

​

$

170,064

​

​

Franchise tax expenses

​

​

​

​

152,802

​

​

​

​

​

—

​

​

Loss from Operations

​

​

​

​

1,924,704

​

​

​

​

​

(170,064)

​

​

Other Income (Expenses)

​

​

​

​

​

​

​

​

​

​

​

​

​

Realized and unrealized gain

​

​

​

​

779,706

​

​

​

​

​

3,961

​

​

Change in fair value of warrant liabilities

​

​

​

​

4,243,893

​

​

​

​

​

6,391,703

​

​

Non-operating expense

​

​

​

​

—

​

​

​

​

​

(625,059)

​

​

Net Income (loss)

​

​

​

$

2,992,171

​

​

​

​

$

5,600,271

​

​

Weighted average shares outstanding of Class A Common Stock subject to redemption

​

​

​

​

11,500,000

​

​

​

​

​

6,997,872

​

​

Basic and diluted net income per common stock

​

​

​

$

0.20

​

​

​

​

$

0.55

​

​

Weighted average shares outstanding of Class A and Class B non-redeemable common stock

​

​

​

​

3,460,275

​

​

​

​

​

3,231,146

​

​

Basic and diluted net income per common stock

​

​

​

$

0.20

​

​

​

​

$

0.55

​

​

42

 

​

​

​

(Unaudited) For the Nine- Month Period ended September 30, 2022

​

​

For the Period from February 8, 2021 (Inception) through September 30, 2021

​

Cash flows from operating activities:

​

​

​

​

​

​

​

​

​

​

​

​

​

Net income

​

​

​

$

2,992,171

​

​

​

​

$

4,307,307

​

​

Adjustments to reconcile net income to net cash used in operating activities:

​

​

​

​

​

​

​

​

​

​

​

​

​

Offering costs allocated to warrant liabilities

​

​

​

​

—

​

​

​

​

​

625,059

​

​

Realized and unrealized gain

​

​

​

​

(779,706)

​

​

​

​

​

(794)

​

​

Change in fair value of warrant liability

​

​

​

​

(4,243,893)

​

​

​

​

​

(6,391,703)

​

​

Changes in operating assets and liabilities:

​

​

​

​

​

​

​

​

​

​

​

​

​

Prepaid expense

​

​

​

​

83,061

​

​

​

​

​

(10,000)

​

​

Accrued expense

​

​

​

​

1,159,114

​

​

​

​

​

51,811

​

​

Franchise tax payable

​

​

​

​

(114,008)

​

​

​

​

​

—

​

​

Income tax payable

​

​

​

​

106,724

​

​

​

​

​

—

​

​

Net cash used in operating activities

​

​

​

​

(796,537)

​

​

​

​

​

(297,932)

​

​

Investment of cash in Trust Account

​

​

​

​

(2,300,000)

​

​

​

​

​

(117,300,000)

​

​

Interest withdraw from Trust Account

​

​

​

​

266,809

​

​

​

​

​

—

​

​

Net cash used in investing activities

​

​

​

​

(2,033,191)

​

​

​

​

​

(117,300,000)

​

​

Proceeds from issuance of Class B Common Stock to Sponsor

​

​

​

​

—

​

​

​

​

​

25,000

​

​

Proceeds from sale of Public Units, net of underwriting discount paid

​

​

​

​

—

​

​

​

​

​

112,700,000

​

​

Proceeds from sale of Private Placement Units

​

​

​

​

—

​

​

​

​

​

5,852,750

​

​

Payment of offering costs

​

​

​

​

—

​

​

​

​

​

(446,112)

​

​

Proceeds from working capital loan

​

​

​

​

300,000

​

​

​

​

​

—

​

​

Amount due to related parties

​

​

​

​

11,500

​

​

​

​

​

—

​

​

Proceeds from extension loan

​

​

​

​

2,300,000

​

​

​

​

​

—

​

​

Net cash provided by financing activities

​

​

​

​

2,611,500

​

​

​

​

​

118,131,638

​

​

Net change in cash

​

​

​

​

(218,228)

​

​

​

​

​

533,706

​

​

Cash at the beginning of the period

​

​

​

​

453,151

​

​

​

​

​

—

​

​

Cash at the end of the period

​

​

​

$

234,921

​

​

​

​

$

533,706

​

​

Supplemental disclosure of non-cash financing activities:

​

​

​

​

​

​

​

​

​

​

​

​

​

Initial classification of Class A common stock subject to possible redemption

​

​

​

$

—

​

​

​

​

$

117,300,000

​

​

Change in value of common stock subject to possible redemption

​

​

​

$

2,833,869

​

​

​

​

$

—

​

​

Deferred underwriting fee payable

​

​

​

$

—

​

​

​

​

$

4,025,000

​

​

Initial classification of the warrant liability

​

​

​

$

—

​

​

​

​

$

11,176,949

​

​