ONMD

Business Context and Reporting Period

This Form 8-K is filed by Data Knights Acquisition Corp. (not Onemednet Corp) on November 11, 2022. The company is a Delaware corporation and an emerging growth company that consummated its initial public offering (IPO) on May 11, 2021. The filing reports on a virtual special meeting of stockholders held on November 11, 2022, to approve extensions of the deadline to complete a business combination.

Key Financial Metrics and Liquidity

• Share Redemptions: Holders of 8,768,456 shares of Class A Common Stock exercised their right to redeem shares.
• Redemption Price: Approximately $10.42 per share.
• Total Redemption Amount: Approximately $91.4 million.
• Trust Account Balance (Post-Redemption): Approximately $28.5 million.
• Extension Deposit: The sponsor, Data Knights, LLC, deposited approximately $122,920 ($0.045 per outstanding share) into the Trust Account for the first monthly extension.

Material Changes and Corporate Actions

Stockholders approved two critical proposals at the special meeting:

1. Extension Amendment Proposal: Extended the deadline to consummate a business combination, cease operations, or redeem stock from November 11, 2022, to August 11, 2023. This allows for up to nine one-month extensions.
2. Trust Amendment Proposal: Amended the Investment Management Trust Agreement to extend the liquidation date of the Trust Account to August 11, 2023, aligning with the new business combination deadline.

The company filed the First Amendment to its Second Amended and Restated Certificate of Incorporation with the Delaware Secretary of State following stockholder approval.

Voting Results and Management Commentary

Out of 14,960,275 shares entitled to vote, the voting results were as follows:

Management commentary is limited to the execution of these extensions to secure additional time to complete a merger or similar business combination. No specific target or deal terms were disclosed in this filing.

Investor Verification Checklist

• Verify the current Trust Account balance of $28.5 million against the number of remaining outstanding shares to confirm the per-share liquidation value.
• Confirm the total number of outstanding shares post-redemption to assess the dilution impact of future extension payments.
• Review the amended Certificate of Incorporation (Exhibit 3.1) for specific terms regarding the nine one-month extensions and any associated fees.
• Monitor subsequent filings for the identification of a potential business combination target before the new August 11, 2023 deadline.