OneMedNet Corp 8-K, filed Nov 8, 2022
OneMedNet Corp (ONMD)
About this 8-K
OneMedNet Corp filed this 8-K on November 8, 2022.
Items reported
- Item 8.01: Other events
- Item 9.01: Financial statements and exhibits
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM
CURRENT REPORT
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| Item 8.01. | Other Events. |
Adjustment of Proposed Extension Payment
Data Knights Acquisition Corp. (“Data Knights”) has revised the terms of the previously announced proposed amendment (the “Extension Amendment”) to its Second Amended and Restated Certificate of Incorporation (the “Charter”) to be considered by its stockholders at a Special Meeting of Stockholders to be held November 11, 2022 (the “Special Meeting”) along with a proposed amendment to the investment management trust agreement (the “Trust Agreement”) between Continental Stock Transfer & Trust Company, as trustee (“Continental”), and Data Knights governing the trust account (the “Trust Account”) established in connection with Data Knights initial public offering dated May 11, 2021 (the “Trust Amendment”). As revised, the Extension Amendment would amend the Charter to provide for up to nine one-month extensions to the date by which Data Knights must complete its initial business combination (the “Extended Date”), at Data Knights option, provided that Data Knights deposits into the Trust Account an additional $0.045 per unit for each month extended. As originally proposed, the Extension Amendment provided for a deposit into the Trust Account of an additional $0.0333 per unit for each month extended.
As previously reported, Data Knights, LLC (the “Sponsor”) intends to support Data Knights Acquisition Corp. (“Data Knights”) in the wake of a new potential excise tax that may be levied on stockholder redemptions in 2023.
On August 16, 2022, the Inflation Reduction Act of 2022 (the “IR Act”) was signed into federal law. The IR Act provides for, among other things, a new U.S. federal 1% excise tax (the “Excise Tax”) on certain repurchases (including redemptions) of stock by publicly traded domestic (i.e., U.S.) corporations and certain domestic subsidiaries of publicly traded foreign corporations. The excise tax is imposed on the repurchasing corporation itself, not its stockholders from which shares are repurchased. The amount of the excise tax is generally 1% of the fair market value of the shares repurchased at the time of the repurchase. The IR Act applies only to repurchases that occur after December 31, 2022.
The extensions authorized by the Extension Amendment and the Trust Amendment could result in the closing of Data Knights’ recently announced business combination with OneMedNet Corporation after December 31, 2022. Any redemption or other repurchase that occurs after December 31, 2022, in connection with an initial business combination or otherwise, may be subject to the excise tax. Whether and to what extent the Company would be subject to the excise tax in connection with an initial business combination would depend on a number of factors, including (i) the fair market value of the redemptions and repurchases in connection with the initial business combination, (ii) the structure of the initial business combination, (iii) the nature and amount of any “PIPE” or other equity issuances in connection with the initial business combination (or otherwise issued not in connection with the initial business combination but issued within the same taxable year of the initial business combination) and (iv) the content of regulations and other guidance from the U.S. Department of the Treasury. In addition, because the excise tax would be payable by the Company, and not by the redeeming holder, the mechanics of any required payment of the excise tax have not been determined.
To mitigate the current uncertainty surrounding the implementation of the IR Act, in the event that the Extension Amendment and the Trust Amendment are implemented, the Sponsor intends to indemnify Data Knights for any excise tax liabilities resulting from the implementation of the IR Act with respect to any future redemptions that occur after December 31, 2022. For the avoidance of doubt, the proceeds placed in the Company’s trust account and the interest earned thereon shall not be used to pay for any excise tax due under the IR Act in connection with any redemptions of the Company’s Class A common stock prior to or in connection with its initial business combination.
Additional Information and Where to Find It
The Company has filed a Prospectus and Proxy Statement with the SEC, which Prospectus and Proxy Statement will be delivered to its stockholders once definitive. This document does not contain all the information that should be considered concerning the business combination and the other stockholder approval matters and is not intended to form the basis of any investment decision or any other decision in respect of the business combination and the other stockholder approval matters. The Company’s stockholders and other interested persons are advised to read, when available, the definitive Prospectus and Proxy Statement and the amendments thereto and other documents filed in connection with the business combination and other stockholder approval matters, as these materials will contain important information about the Company, OneMedNet, the business combination and the other stockholder approval matters. When available, the definitive Prospectus and Proxy Statement and other relevant materials for the business combination and other stockholder approval matters will be distributed to stockholders of the Company as of a record date to be established for voting on the business combination and the other stockholder approval matters. Stockholders will also be able to obtain copies of the Prospectus and Proxy Statement and other documents filed with the SEC, without charge, once available, at the SEC’s website at www.sec.gov, or by directing a request to: Data Knights Acquisition Corp., Unit G6, Frome Business Park, Manor Road, Frome, BA11 4FN, United Kingdom.
No Offer or Solicitation
This Current Report on Form 8-K is for informational purposes only and is not intended to and shall not constitute a proxy statement or the solicitation of a proxy, consent or authorization with respect to any securities or in respect of the business combination or any related transactions and is not intended to and shall not constitute an offer to sell or the solicitation of an offer to sell or the solicitation of an offer to buy or subscribe for any securities or a solicitation of any vote of approval, nor shall there be any sale, issuance or transfer of securities in any jurisdiction in which such offer, solicitation or sale would be unlawful prior to registration or qualification under the securities laws of any such jurisdiction.
Participants in Solicitation
The Company and its directors and executive officers may be deemed participants in the solicitation of proxies from the Company’s stockholders with respect to the business combination and related matters. A list of the names of those directors and executive officers and a description of their interests in the Company is contained in the Company’s Registration Statement on Form S-1, as filed on March 9, 2021, which was filed with the SEC and is available free of charge at the SEC’s web site at www.sec.gov, or by directing a request to Data Knights Acquisition Corp., Unit G6, Frome Business Park, Manor Road, Frome, BA11 4FN, United Kingdom. Additional information regarding the interests of such participants will be contained in the definitive Prospectus and Proxy Statement when available.
OneMedNet and its directors, managers, and executive officers may also be deemed to be participants in the solicitation of proxies from the Company’s stockholders in connection with the business combination and related matters. A list of the names of such parties and information regarding their interests in the business combination and related matters will be included in the definitive Prospectus and Proxy Statement when available.
| Item 9.01. | Financial Statements and Exhibits. |
| (d) | Exhibits. |
| Exhibit No. | Description |
| 104 | Cover Page Interactive Data File (Embedded within the Inline XBRL document and included in Exhibit). |
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, as amended, the Company has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
| DATA KNIGHTS ACQUISITION CORP. | ||
| Date: November 8, 2022 | By: | /s/ Barry Anderson |
| Barry Anderson | ||
| Chief Executive Officer | ||