SEC Form 425 filed by Data Knights Acquisition Corp.
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 8-K
CURRENT REPORT
Pursuant to Section 13 or
15(d) of
the Securities Exchange Act of 1934
Date of Report (Date of earliest event reported): September 22, 2023
DATA KNIGHTS ACQUISITION CORP.
(Exact name of registrant as specified in its charter)
Delaware
(State or other jurisdiction of incorporation)
| 001-40386 | 86-2076743 | |
| (Commission File Number) |
(IRS Employer Identification No.) |
Unit G6, Frome Business Park, Manor Road
Frome
United Kingdom, BA11 4FN
(Address of principal executive offices) (Zip Code)
Registrant’s telephone number, including area code +44 203 833 4000
(Former name or former address, if changed since last report)
Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:
| x | Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) | |
| ¨ | Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) | |
| ¨ | Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) | |
| ¨ | Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c)) |
Securities registered pursuant to Section 12(b) of the Act:
| Title of Each Class | Trading Symbol(s) |
Name of Each Exchange on Which Registered | ||
| Units, each consisting of one share of Class A Common Stock and one Redeemable Warrant | DKDCU | The Nasdaq Stock Market LLC | ||
| Class A Common Stock, $0.0001 par value per share | DKDCA | The Nasdaq Stock Market LLC | ||
| Redeemable Warrants, each exercisable for one share of Class A Common Stock at an exercise price of $11.50 per share | DKDCW | The Nasdaq Stock Market LLC |
Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).
Emerging growth company x
If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ¨
| Item 8.01. | Other Events. |
Effectiveness of Registration Statement
On April 25, 2022, Data Knights Acquisition Corp., a Delaware corporation (the “Company”), Data Knights Merger Sub, Inc., a Delaware corporation (“Merger Sub”), and Data Knights, LLC, the Company’s sponsor, entered into a definitive Agreement and Plan of Merger (the “Merger Agreement”) with OneMedNet Corporation, Inc., a Delaware corporation (“OneMedNet”), and Paul Casey, as seller representative, pursuant to which MergerSub will merge into OneMedNet with OneMedNet surviving as a wholly owned subsidiary of the Company. In connection with the Merger Agreement, on July 22, 2022, the Company filed a preliminary registration statement on Form S-4 with the Securities and Exchange Commission (the “SEC”), which was further amended. On September 25, 2023, the Company and OneMedNet issued a joint press release announcing that the SEC declared the registration statement on Form S-4 effective as of September 22, 2023.
A copy of the press release is attached as Exhibit 99.1 and is incorporated into this Item 8.01 by reference.
| Item 9.01. | Exhibits. |
| Exhibit Number |
Description of Exhibit | ||
| 99.1 | Press Release dated September 25, 2023. | ||
| 104 | Cover Page Interactive Data File (Embedded within the Inline XBRL document and included in Exhibit) | ||
SIGNATURES
Under the requirements of the Securities Exchange Act of 1934, the Company has caused this report to be signed the duly authorized undersigned.
DATA KNIGHTS ACQUISITION CORP. | ||
Date: September 25, 2023 |
By: | /s/ Barry Anderson |
| Barry Anderson | ||
| Chief Executive Officer | ||