Business Context and Reporting Period
This Form 8-K was filed by OneMedNet Corporation (formerly Data Knights Acquisition Corp.) on December 29, 2023. The filing reports a change in the registrant's certifying accountant. The company, a former special purpose acquisition company (SPAC), completed its business combination with OneMedNet Solutions Corporation on November 7, 2023, and subsequently changed its name.
Key Financial Metrics
The filing text does not provide specific values for revenue, profit, cash flow, margins, debt, or liquidity. The document focuses exclusively on the administrative change of the independent registered public accounting firm.
Material Changes and Accounting Firm Transition
- Dismissal of Prior Firm: The Audit Committee dismissed Marcum LLP, the independent registered public accounting firm since the company's inception in February 2021.
- Appointment of New Firm: BF Borgers CPA PC was appointed as the new independent registered public accounting firm for the fiscal year ending December 31, 2023.
- Prior Audit Opinions: Marcum's reports for 2021 and 2022 did not contain adverse opinions or disclaimers, except for matters raising substantial doubt about the company's ability to continue as a going concern.
Management Commentary, Risks, and Internal Controls
Management disclosed significant deficiencies in internal controls over financial reporting that were not resolved during the tenure of the prior auditor:
- Material Weaknesses: The company identified a material weakness relating to the accounting treatment for complex financial instruments and the failure to properly account for them.
- Disclosure Controls: Disclosure controls and procedures were deemed ineffective due to the aforementioned material weakness and a lack of review controls over financial reporting, related disclosures, and required filings.
- Disagreements: There were no disagreements with Marcum LLP regarding accounting principles, practices, or auditing scope during the fiscal years ended December 31, 2022 and 2021, or the interim period through December 29, 2023.
Investor Verification Checklist
- Verify the effectiveness of the new internal control framework implemented by BF Borgers CPA PC to address the identified material weaknesses.
- Review the "substantial doubt about going concern" qualification noted in prior years to assess current liquidity and solvency status.
- Confirm the status of the business combination with OneMedNet Solutions Corporation and the integration of financial reporting systems.
- Examine the letter from Marcum LLP (Exhibit 99.1) for any additional context regarding the dismissal.