Business Context and Reporting Period
This Form 8-K filing by Data Knights Acquisition Corp. (not Onemednet Corp) reports the consummation of its Initial Public Offering (IPO) on May 11, 2021. The company is a Delaware corporation and an emerging growth company incorporated to effect a merger, capital stock exchange, asset acquisition, stock purchase, reorganization, or similar business combination.
Key Financial Metrics
- Gross Proceeds from Public Offering: $100,000,000 from the sale of 10,000,000 Units at $10.00 per Unit.
- Gross Proceeds from Over-Allotment: $15,000,000 from the exercise of the underwriters' option to purchase 1,500,000 additional Units.
- Private Placement Proceeds: $5,852,750 from the sale of 585,275 Private Placement Units to the Sponsor at $10.00 per Unit.
- Total Funds in Trust Account: $117,300,000 (net of underwriting commissions, discounts, and offering expenses).
- Warrant Exercise Price: $11.50 per share.
- Debt and Liquidity: The filing does not provide specific debt figures or operating cash flow metrics, as the company is a pre-business combination SPAC. Liquidity is primarily held in the trust account.
Material Changes
This filing represents the initial capitalization of the company. There is no prior comparable period for revenue or operating profit as the company had not commenced operations prior to this IPO. The material change is the transition from a private entity to a public company with $117.3 million in trust funds available for a future business combination.
Guidance, Outlook, and Risks
- Business Combination Timeline: The company must complete an initial business combination within 12 months of the offering closing (May 11, 2021), extendable to 18 months by stockholder vote.
- Redemption Rights: Public shareholders may redeem their shares for a pro rata portion of the trust account if the company fails to complete a business combination within the specified timeframe or upon certain charter amendments.
- Trust Account Restrictions: Funds in the trust account generally cannot be released until the completion of a business combination, a redemption, or dissolution, except for interest earnings used to pay taxes.
- Private Placement Restrictions: Private Placement Units are not transferable until 30 days after the initial business combination, except to permitted transferees.
Investor Verification Checklist
- Verify the exact closing date of the IPO (May 11, 2021) against the 12-month deadline for a business combination.
- Confirm the total amount held in the trust account ($117,300,000) and the per-share trust value.
- Review the terms of the underwriters' over-allotment option and its full exercise.
- Examine the Sponsor's commitment via the Private Placement Units and the associated lock-up restrictions.
- Check the warrant exercise price ($11.50) and the conditions for cashless exercise for Sponsor warrants.