What changed in this filing

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Item 1. Financial Statements

2022-05-16 compared with 2021-11-15 · 211 added, 206 removed, 312 unchanged (57% of the section changed)

Financial Statements

Financial Statements:

Condensed Balance Sheets as of March 31, 2022 (unaudited) and December 31, 2021

Condensed Statement of Operations for the Three Months Ended March 31, 2022 (unaudited) and for the period from February 8, 2021 (inception) through March 31, 2021 (unaudited)

Condensed Statement of Changes in Stockholders’ Deficit for the Three Months Ended March 31, 2022 (unaudited) and for the period from February 8, 2021 (inception) through March 31, 2021 (unaudited)

Condensed Statement of Cash Flows for the Three Months Ended March 31, 2022 (unaudited) and for the period from February 8, 2021 (inception) through March 31, 2021 (unaudited)

Notes to the Condensed Financial Statements

DATA KNIGHTS ACQUISITION CORP.

CONDENSED BALANCE SHEET

September 30,

December 31, 2021

Current assets

2 unchanged sentences

Total Current Assets

Cash held in Trust Account

LIABILITIES AND STOCKHOLDERS’ EQUITY

Investments held in Trust Account

LIABILITIES AND STOCKHOLDER’S EQUITY

Current Liabilities

Accrued expense

Franchise tax payable

Total Current Liabilities

Warrant liability

Warrant liabilities

Deferred underwriter fee payable

Total liabilities

Commitments and Contingencies (Note 7)

Commitments and Contingencies

Class A Common Stock subject to possible redemption;

1 unchanged sentence

Stockholders’ Deficit

Preferred stock, $ 0.0001 par value;

Preferred shares, $ 0.0001 par value;

1,000,000 shares authorized;

9 unchanged sentences

( 6,414,302 )

( 8,609,810 )

Total Stockholders’ Deficit

( 6,413,955 )

( 8,609,463 )

Total Liabilities and Stockholders’ Deficit

The accompanying notes are an integral part of these condensed unaudited financial statements

The accompanying notes are an integral part of these unaudited condensed financial statements

DATA KNIGHTS ACQUISITION CORP.

CONDENSED STATEMENT OF OPERATIONS

CONDENSED STATEMENTS OF OPERATIONS

For the Period

February 8, 2021

September 30,

Formation and operating costs

Franchise tax expense

Loss from operation costs

Other income and expense:

Interest earned on marketable securities held in Trust Account

Change in Fair value of warrant liability

Non-operating expense

Other income (expense):

Realized and unrealized gain

Change in fair value of warrant liabilities

Net income (loss)

Weighted average shares outstanding of Class A Common Stock subject to redemption

2 unchanged sentences

Basic and diluted net income per common stock

The accompanying notes are an integral part of these condensed unaudited financial statements.

The accompanying notes are an integral part of these unaudited condensed financial statements

DATA KNIGHTS ACQUISITION CORP.

CONDENSED STATEMENT OF CHANGES IN STOCKHOLDERS’ EQUITY

FOR THE PERIOD FROM FEBRUARY 8, 2021 (INCEPTION) THROUGH SEPTEMBER 30, 2021

CONDENSED STATEMENTS OF CHANGES IN STOCKHOLDERS’ EQUITY (DEFICIT)

Stockholders’

1 unchanged sentence

Issuance of Class B Common Stock to Sponsor

Balance — March 31, 2021

Sale of units in IPO, net of offering costs

Deferred underwriting commission

( 4,025,000 )

Initial fair value of warrant liability

( 11,176,949 )

Subsequent measurement of Class A Common Stock Subject to Redemption under ASC 480-10-S99 (1)

( 11,500,000 )

( 103,553,250 )

( 13,745,600 )

Balance — March 31, 2021 (unaudited)

Stockholders’

Balance — December 31, 2021 (audited)

( 8,609,810 )

Balance – June 30, 2021

( 8,609,463 )

Balance – September 30, 2021

Balance — March 31, 2022 (unaudited)

( 6,414,302 )

( 6,413,955 )

(1) - Balances include restatement for presentation of redeemable shares (see Note 2).

The accompanying notes are an integral part of these condensed unaudited financial statements

The accompanying notes are an integral part of these unaudited condensed financial statements

DATA KNIGHTS ACQUISITION CORP.

CONDENSED STATEMENT OF CASH FLOWS

FOR THE PERIOD FROM FEBRUARY 8, 2021 (INCEPTION) THROUGH SEPTEMBER 30, 2021

February 8, 2021

March 31, 2022

March 31, 2021

Cash flow from operating activities:

Adjustments to reconcile net income to net cash used in operating activities:

Interest earned on securities held in Trust Account

Offering costs allocated to warrant liability

Net income (loss)

Adjustments to reconcile net income (loss) to net cash used in operating activities:

Realized and unrealized gain

Changes in operating assets and liabilities:

1 unchanged sentence

Accrued expense

Franchise tax payable

Change in fair value of warrant liability

1 unchanged sentence

Net cash used in operating activities

Cash flows from investing activities:

Investment of cash in Trust Account

( 117,300,000 )

Net cash used in investing activities

( 117,300,000 )

Cash flow from financing activities:

Proceeds from issuance of Class B common stock to Sponsor

Proceeds from sale of Units, net of underwriting discount paid

Proceeds from sale of private placement units

Payment of offering costs

Proceeds from issuance of Class B common stock

Net cash provided by financing activities

3 unchanged sentences

Supplemental disclosure of non-cash financing activities:

Deferred underwriting fee payable

Initial value of Class A common stock subject to possible redemption

Initial classification of the warrant liability

The accompanying notes are an integral part of these condensed unaudited financial statements

Accrued deferred offering costs

The accompanying notes are an integral part of these unaudited condensed financial statements

DATA KNIGHTS ACQUISITION CORP.

5 unchanged sentences

The Company is an early stage and emerging growth company and, as such, the Company is subject to all of the risks associated with early stage and emerging growth companies.

As of September 30, 2021, the Company had not yet commenced any operations.

All activity for the period February 8, 2021 (inception) through May 6, 2021 relates to the Company’s formation and the initial public offering (the “Initial Public Offering”).

As of March 31, 2022, the Company had not yet commenced any operations.

All activity for the period February 8, 2021 (inception) through March 31, 2022, relates to the Company’s formation and the initial public offering (the “Initial Public Offering”), and, since the closing of the initial public offering, the Company has entered into a merger agreement (as described below), and continued a search for a Business Combination candidate.

The Company has selected December 31 as its fiscal year end.

1 unchanged sentence

On May 11, 2021, the Company consummated the Initial Public Offering of 11,500,000 units (“Units” and, with respect to the shares of Class A Common Stock included in the Units offered, the “Public Shares”), generating gross proceeds of $ 115,000,000 , which is described in Note 3.

Simultaneously with the closing of the Initial Public Offering, the Company consummated the sale of 585,275 private placement units (the “Private Placement Units”) at a price of $ 10.00 per unit in a private placement to Data Knights, LLC (the “Sponsor”), generating gross proceeds of $ 5,852,750 , which is described in Note 5.

Simultaneously with the closing of the Initial Public Offering, the Company consummated the sale of 585,275 private placement units (the “Private Placement Units”) at a price of $ 10.00 per unit in a private placement to the Sponsor, generating gross proceeds of $ 5,852,750 , which is described in Note 4.

Following the closing of the Initial Public Offering on May 11, 2021, an amount of $ 117,300,000 ($ 10.00 per Unit) from the net proceeds of the sale of the Units in the Initial Public Offering and the Private Placement Units was placed in a trust account (“Trust Account”) which may be invested in U.S.

1 unchanged sentence

(i) the consummation of a Business Combination or (ii) the distribution of the Trust Account to the Company’s stockholders, as described below.

Transaction costs of the Initial Public Offering amounted to $ 6,771,112 consisting of $ 2,300,000 of underwriting fees, $ 4,025,000 of deferred underwriting fees (see Note 6) and $ 446,112 of other costs.

Transaction costs of the Initial Public Offering amounted to $ 6,771,112 , of which $ 2,300,000 was for underwriting fees paid at the time of the IPO, $ 4,025,000 was for deferred underwriting commissions, and $ 446,112 was for other offering costs.

Following the closing of the Initial Public Offering $ 959,560 of cash was held outside of the Trust Account available for working capital purposes.

As of September 30, 2021, we have available to us $ 533,706 of cash on our balance sheet and a working capital of $ 661,574 .

As of March 31, 2022, we have available to us $ 159,133 of cash on our balance sheet and working capital deficit of $( 363,953 ).

The Company’s management has broad discretion with respect to the specific application of the net proceeds of the Initial Public Offering and the sale of the Private Placement Units, although substantially all of the net proceeds are intended to be applied generally toward consummating a Business Combination.

5 unchanged sentences

Note 1 — Description of Organization and Business Operations (Continued)

The Company will provide its holders of the outstanding Public Shares (the “public stockholders”) with the opportunity to redeem all or a portion of their Public Shares upon the completion of a Business Combination either (i) in connection with a stockholder meeting called to approve the Business Combination or (ii) by means of a tender offer.

On April 25, 2022, the Company, Data Knights Merger Sub, Inc., a Delaware corporation (“Merger Sub”), and Data Knights, LLC, the Company’s sponsor (the “Sponsor”), entered into a definitive Agreement and Plan of Merger (the “Merger Agreement”) with OneMedNet Corporation, Inc., a Delaware corporation (the “Target”, and together with the Company and Merger Sub, the “Parties”) and Paul Casey, as seller representative (“Casey”).

Pursuant to the Merger Agreement, upon the closing (the “Closing”) of the Business Combination, the Parties will effect the merger of Merger Sub with and into the Target, with the Target continuing as the surviving entity (the “Merger”), as a result of which all of the issued and outstanding capital stock of the Target shall be exchanged shares of the Class A Common Stock of the Company upon the terms set forth in the Merger Agreement.

On May 5, 2022, the Company extended the date by which the Company has to consummate a business combination from May 11, 2022 to August 11, 2022 (the “ Extension ”).

The Extension is the first of two three-month extensions permitted under the Company’s governing documents.

The Company will have until August 11, 2022 (or up to November 11, 2022, as applicable) to consummate a Business Combination.

In connection with the proposed Business Combination with the Target, the Company will provide its public stockholders with the opportunity to redeem all or a portion of their Class A Common Stock upon the completion of such Business Combination in connection with a stockholder meeting called to approve such Business Combination.

In the event the proposed Business Combination with the Target is not consummated, in connection with an alternative proposed initial business combination, the Company will provide its public stockholders with the opportunity to redeem all or a portion of their Public Shares upon the completion of a Business Combination either (i) in connection with a stockholder meeting called to approve the Business Combination or (ii) by means of a tender offer.

In connection with a proposed Business Combination, the Company may seek stockholder approval of a Business Combination at a meeting called for such purpose at which stockholders may seek to redeem their shares, regardless of whether they vote for or against a Business Combination.

The Company will proceed with a Business Combination only if the Company has net tangible assets of at least $ 5,000,001 either immediately prior to or upon such consummation of a Business Combination and, if the Company seeks stockholder approval, a majority of the outstanding shares voted are voted in favor of the Business Combination.

The Company will have until May 11, 2022 (or up to November 11, 2022, as applicable) to consummate a Business Combination.

If the Company is unable to complete a Business Combination within 12 months from the closing of the Initial Public Offering (or up to 18 months from the closing of the Initial Public Offering at the election of the Company subject to satisfaction of certain conditions, including the deposit of up $ 2,300,000 since the underwriters’ over-allotment option is exercised in full ($ 0.10 per unit), into the Trust Account, or as extended by the Company’s stockholders in accordance with the Company’s amended and restated certificate of incorporation) (the “Combination Period”), the Company will (i) cease all operations except for the purpose of winding up, (ii) as promptly as reasonably possible but no more than ten business days thereafter, redeem the public shares, at a per-share price, payable in cash, equal to the aggregate amount then on deposit in the Trust Account, including interest earned on the funds held in the Trust Account and not previously released to the Company to pay taxes (less up to $ 100,000 of interest to pay dissolution expenses), divided by the number of then outstanding public shares, which redemption will completely extinguish public stockholders’ rights as stockholders (including the right to receive further liquidation distributions, if any), subject to applicable law, and (iii) as promptly as reasonably possible following such redemption, subject to the approval of the remaining stockholders and the Company’s board of directors, proceed to commence a voluntary liquidation and thereby a formal dissolution of the Company, subject in each case to its obligations under Delaware law to provide for claims of creditors and the requirements of applicable law.

The Company will have until August 11, 2022 (or up to November 11, 2022, as applicable) to consummate a Business Combination.

If the Company is unable to complete a Business Combination within 15 months from the closing of the Initial Public Offering (or up to 18 months from the closing of the Initial Public Offering at the election of the Company subject to satisfaction of certain conditions, including the deposit of up to $ 2,300,000 since the underwriters’ over-allotment option is exercised in full ($ 0.10 per unit in either case), into the Trust Account, or as extended by the Company’s stockholders in accordance with the Company’s amended and restated certificate of incorporation) (the “Combination Period”), the Company will (i) cease all operations except for the purpose of winding up, (ii) as promptly as reasonably possible but no more than ten business days thereafter, redeem the public shares, at a per-share price, payable in cash, equal to the aggregate amount then on deposit in the Trust Account, including interest earned on the funds held in the Trust Account and not previously released to the Company to pay taxes (less up to $ 100,000 of interest to pay dissolution expenses), divided by the number of then outstanding public shares, which redemption will completely extinguish public stockholders’ rights as stockholders (including the right to receive further liquidation distributions, if any), subject to applicable law, and (iii) as promptly as reasonably possible following such redemption, subject to the approval of the remaining stockholders and the Company’s board of directors, proceed to commence a voluntary liquidation and thereby a formal dissolution of the Company, subject in each case to its obligations under Delaware law to provide for claims of creditors and the requirements of applicable law.

The underwriter has agreed to waive its rights to the deferred underwriting commission held in the Trust Account in the event the Company does not complete a Business Combination within the Combination Period and, in such event, such amounts will be included with the funds held in the Trust Account that will be available to fund the redemption of the Public Shares.

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The Company will seek to reduce the possibility that the Sponsor will have to indemnify the Trust Account due to claims of creditors by endeavoring to have all vendors, service providers, prospective target businesses or other entities with which the Company does business, execute agreements with the Company waiving any right, title, interest or claim of any kind in or to monies held in the Trust Account.

Liquidity and Management’s Plans

Prior to the completion of the Initial Public Offering, the Company lacked the liquidity it needed to sustain operations for a reasonable period of time, which is considered to be one year from the issuance date of the financial statements.

The Company has since completed its Initial Public Offering at which time capital in excess of the funds deposited in the Trust Account and/or used to fund offering expenses was released to the Company for general working capital purposes.

Accordingly, management has since reevaluated the Company’s liquidity and financial condition and determined that sufficient capital exists to sustain operations through the earlier of the consummation of a Business Combination or one year from this filing and therefore substantial doubt has been alleviated.

There is no assurance that the Company’s plans to consummate an initial Business Combination will be successful within the Combination Period.

As of March 31, 2022, the Company had $ 159,133 in cash and working capital deficit of $( 363,953 ).

As described above, on May 11, 2021 the Company closed its IPO of 11,500,000 Units at $ 10.00 per Unit, generating gross proceeds of $ 115.0 million, and also consummated the Private Placement of 585,275 Private Placement units to the Sponsor at a purchase price of $ 10.00 per Private Placement unit, generating gross proceeds of $ 5,852,750 .

The Company’s liquidity needs prior to the consummation of its IPO were satisfied through the proceeds of $ 25,000 from the sale of the Founder Shares and proceed from the promissory note from sponsor of $ 78,925 , which was repaid upon closure of the IPO.

Subsequent to the IPO, the Company’s liquidity will be satisfied through a portion of the net proceeds from IPO held outside of the Trust Account.

As of March 31, 2022, we had investments of $ 117,364,026 held in the Trust Account.

We intend to use substantially all of the funds held in the Trust Account, including any amounts representing interest earned on the Trust Account (less taxes paid and deferred underwriting commissions) to complete our initial business combination.

We may withdraw interest to pay taxes.

During the period ended March 31, 2022, we did not withdraw any interest earned on the Trust Account.

To the extent that our capital stock or debt is used, in whole or in part, as consideration to complete our initial business combination, the remaining proceeds held in the Trust Account will be used as working capital to finance the operations of the target business or businesses, make other acquisitions and pursue our growth strategies.

DATA KNIGHTS ACQUISITION CORP.

NOTES TO UNAUDITED CONDENSED FINANCIAL STATEMENTS

Note 1 — Description of Organization and Business Operations (Continued)

The accompanying financial statements have been prepared in conformity with U.S.

GAAP, which contemplates the continuation of the Company as a going concern and the realization of assets and the satisfaction of liabilities in the normal course of business.

The financial statements do not include any adjustments that might result from the outcome of this uncertainty.

Further, we have incurred and expect to continue to incur significant costs in pursuit of our financing and acquisition plans.

Management plans to address this uncertainty during the period leading up to the business combination, however this cannot be guaranteed.

Originally, the Company will have until May 11, 2022 (or up to November 11, 2022, as applicable) to consummate a Business Combination.

On May 5, 2022, the Company extended the date by which the Company has to consummate a business combination from May 11, 2022 to August 11, 2022 (the “ Extension ”).

The Extension is the first of two three-month extensions permitted under the Company’s governing documents.

The Company will have until August 11, 2022 (or up to November 11, 2022, as applicable) to consummate a Business Combination.

If our initial business combination is not consummated by August 11, 2022 (or until November 11, 2022 if we extend the period of time to consummate a business combination), less than one year after the date the financial statements are issued, then our existence will terminate, and we will distribute all amounts in the trust account.

The Company intends to complete a business combination before the liquidation date and no adjustments have been made to the carrying amounts of assets or liabilities should the company be required to liquidate after such date.

There can be no assurance that the Company will be able to consummate an initial business combination by August 11, 2022 and/or have sufficient working capital and borrowing capacity to meet its needs.

Based upon the above analysis, management determined that these conditions raise substantial doubt about the Company’s ability to continue as a going concern.

In order to fund working capital deficiencies or finance transaction costs in connection with our initial Business Combination, our Sponsor or an affiliate of our Sponsor or certain of our officers and directors may, but are not obligated to, loan us funds as may be required.

If we complete our initial Business Combination, we would repay such loaned amounts.

In the event that our initial Business Combination does not close, we may use a portion of the working capital held outside the Trust Accounts to repay such loaned amounts but no proceeds from our Trust Accounts would be used for such repayment.

Up to $ 1,500,000 of such loans may be convertible into units identical to the Placement Units, at a price of $ 10.00 per unit at the option of the lender.

Risks and Uncertainties

1 unchanged sentence

The financial statements do not include any adjustments that might result from the outcome of this uncertainty.

DATA KNIGHTS ACQUISITION CORP.

NOTES TO UNAUDITED CONDENSED FINANCIAL STATEMENTS

Note 2 — Restatement of Previously Issued Financial Statement

In the Company’s previously issued financial statements, a portion of the public shares were classified as permanent equity to maintain net tangible assets greater than $ 5,000,000 on the basis that the Company will consummate its initial business combination only if the Company has net tangible assets of at least $ 5,000,001 .

Thus, the company has historically classified a portion of Class A unit shares in permanent equity to satisfy the $ 5,000,000 net tangible asset requirement.

Management reviewed the Company’s initial application of ASC 480-10-S99-3A to its accounting classification of public shares and determined that the public shares include certain redemption provisions outside of the Company’s control that require the public shares to be presented as temporary equity regardless of the minimum net tangible asset required by the Company to complete its initial business combination.

In accordance with SEC Staff Accounting Bulletin No.

99, “Materiality,” and SEC Staff Accounting Bulletin No.

108, “Considering the Effects of Prior Year Misstatements when Quantifying Misstatements in Current Year Financial Statements;” the Company evaluated the changes and has determined that the related impact was not material to any previously presented financial statements.

Therefore, the Company, in consultation with its Audit Committee, concluded that its previously issued financial statements should be restated to report all public shares as temporary equity.

As such the Company is reporting upon restatements to those periods in this Quarterly Report.

Impact of the Restatement

The following tables summarize the effect of the restatement on each financial statement line items as of the dates, and for the period, indicated:

As of May 11, 2021

As Previously

Class A common stock subject to possible redemption;

Stockholders' Equity

Class A common stock, $ 0.0001 par value;

Class B common stock, $ 0.0001 par value;

Additional paid-in capital

( 5,624,421 )

Accumulated deficit

( 13,136,252 )

( 13,761,203 )

Total Stockholder’s Equity

( 18,760,857 )

( 13,760,856 )

Total Liabilities and Stockholder’s Equity

DATA KNIGHTS ACQUISITION CORP.

NOTES TO UNAUDITED CONDENSED FINANCIAL STATEMENTS

Note 2 — Restatement of Previously Issued Financial Statement (Continued)

As of June 30, 2021

As Previously

Balance Sheet:

Class A common stock subject to possible redemption;

Stockholders' Equity

Class A common stock, $ 0.0001 par value;

Class B common stock, $ 0.0001 par value;

Additional paid-in capital

Accumulated deficit

( 13,745,600 )

( 9,438,293 )

Total Stockholder’s Equity

( 14,437,947 )

( 9,437,946 )

Total Liabilities and Stockholder’s Equity

Statement of Operations:

Weighted average shares outstanding of Class A common stock subject to redemption

( 5,577,675 )

Basic and diluted net income per common stock

Weighted average shares outstanding of Class A and Class B non-redeemable common stock

Basic and diluted net income per common stock

Statement of Changes in Stockholders’ Equity:

Initial shares subject to possible redemption

( 98,539,143 )

Subsequent shares subject to possible redemption

( 4,322,910 )

Subsequent measurement of Class A Common Stock Subject to Redemption under ASC 480-10-S99

( 117,300,000 )

Statement of Cash Flows:

Initial classification of common stock subject to possible redemption

( 98,539,143 )

Change in shares subject to possible redemption

( 4,322,910 )

Initial classification of Class A Common Stock Subject to Redemption

Additionally, as a result of the military action commenced in February 2022 by the Russian Federation and Belarus in the country of Ukraine and related economic sanctions, the Company’s ability to consummate a Business Combination, including the proposed Business Combination with the Target, or the operations of a target business with which the Company ultimately consummates a Business Combination, including the Target, may be materially and adversely affected.

Further, the Company’s ability to consummate a transaction may be dependent on the ability to raise equity and debt financing which may be impacted by these events, including as a result of increased market volatility, or decreased market liquidity in third-party financing being unavailable on terms acceptable to the Company or at all.

The impact of this action and related sanctions on the world economy and the specific impact on the Company’s financial position, results of operations and/or ability to consummate a Business Combination are not yet determinable.

The condensed consolidated financial statements do not include any adjustments that might result from the outcome of this uncertainty.

DATA KNIGHTS ACQUISITION CORP.

18 unchanged sentences

Cash equivalents are carried at cost, which approximates fair value.

The Company had $ 533,706 in cash and no cash equivalents as of September 30, 2021.

The Company had $ 159,133 and $ 453,151 in cash and no cash equivalents as of March 31, 2022 and December 31, 2021.

DATA KNIGHTS ACQUISITION CORP.

1 unchanged sentence

Note 2 — Summary of Significant Accounting Policies (Continued)

The Company complies with the accounting and reporting requirements of ASC Topic 740, “Income Taxes,” which requires an asset and liability approach to financial accounting and reporting for income taxes.

Deferred income tax assets and liabilities are computed for differences between the financial statement and tax bases of assets and liabilities that will result in future taxable or deductible amounts, based on enacted tax laws and rates applicable to the periods in which the differences are expected to affect taxable income.

Valuation allowances are established, when necessary, to reduce deferred tax assets to the amount expected to be realized.

ASC Topic 740 prescribes a recognition threshold and a measurement attribute for the financial statement recognition and measurement of tax positions taken or expected to be taken in a tax return.

For those benefits to be recognized, a tax position must be more-likely-than-not to be sustained upon examination by taxing authorities.

The Company recognizes accrued interest and penalties related to unrecognized tax benefits, if any, as income tax expense.

There were no unrecognized tax benefits and no amounts accrued for interest and penalties as of September 30, 2021.

The Company is currently not aware of any issues under review that could result in significant payments, accruals or material deviation from its position.

The provision for income taxes was deemed to be immaterial for the period from February 8, 2021 (inception) through September 30, 2021.

Trust Account

Upon the closing of the Initial Public Offering and the Private Placement, $ 117,300,000 ($ 10.00 per Unit) of the net proceeds of the Initial Public Offering and certain of the proceeds of the Private Placement was held in a trust account (“Trust Account”) located in the United States with Continental Stock Transfer & Trust Company acting as trustee, and invested only in U.S.

government treasury obligations with a maturity of 185 days or less or in money market funds meeting certain conditions under Rule 2a-7 under the Investment Company Act 1940, as amended (the “Investment Company Act”), which will be invested only in direct U.S.

government treasury obligations, as determined by the Company, until the earlier of:

(i) the completion of a Business Combination and (ii) the distribution of the Trust Account as described below.

Offering Costs Associated with the Initial Public Offering

Offering costs consisted of legal, accounting, underwriting fees and other costs incurred that were directly related to the Initial Public Offering.

Offering costs are allocated to the separable financial instruments issued in the Initial Public Offering based on a relative fair value basis, compared to total proceeds received.

Offering costs associated with warrant liabilities are expensed as incurred, presented as offering costs allocated to warrants in the condensed statements of operations.

Offering costs associated with the Public Shares were charged to stockholders’ equity upon the completion of the Initial Public Offering.

Offering Costs Associated with the Initial Public Offering

Offering costs consisted of legal, accounting, underwriting fees and other costs incurred that were directly related to the Initial Public Offering.

Offering costs are allocated to the separable financial instruments issued in the Initial Public Offering based on a relative fair value basis, compared to total proceeds received.

Offering costs associated with warrant liabilities are expensed as incurred, presented as offering costs allocated to warrants in the condensed statements of operations.

Offering costs associated with the Public Shares were charged to stockholders’ equity upon the completion of the Initial Public Offering.

Class A Common Stock Subject to Possible Redemption

3 unchanged sentences

The Company’s shares feature certain redemption rights that are considered to be outside of the Company’s control and subject to occurrence of uncertain future events.

On September 30, 2021, there are 585,275 shares of Class A common stock in Private Placement Unit (Note 5) outstanding.

On March 31, 2022, there were 585,275 shares of Class A Common Stock issued and outstanding that were issued as component securities of the Private Placement Units (Note 4).

11,500,000 shares of Class A Common Stock are subject to possible redemption.

2 unchanged sentences

The accretion or remeasurement is treated as a deemed dividend (i.e., a reduction to retained earnings, or in absence of retained earnings, additional paid-in capital).

As of September 30, 2021, the Class A Common Stock reflected on the balance sheet are reconciled in the following table:

As of September 30, 2021

DATA KNIGHTS ACQUISITION CORP.

NOTES TO UNAUDITED CONDENSED FINANCIAL STATEMENTS

Note 2 — Summary of Significant Accounting Policies (Continued)

The Class A Common Stock reflected on the balance sheet are reconciled in the following table:

For the Period from

For the Three

February 8, 2021

December 31, 2021

Contingently redeemable Class A Common Stock – Opening Balance

Gross Proceeds

Proceeds allocated to public warrants

Proceeds allocated to public warrants and private warrants

( 10,614,500 )

1 unchanged sentence

( 6,146,054 )

Accretion of carrying value to redemption value

Contingently redeemable Class A Common Stock

DATA KNIGHTS ACQUISITION CORP.

NOTES TO UNAUDITED CONDENSED FINANCIAL STATEMENTS

Note 3 — Summary of Significant Accounting Policies (Continued)

Concentration of Credit Risk

Financial instruments that potentially subject the Company to concentration of credit risk consist of a cash account in a financial institution which, at times, may exceed the Federal Depository Insurance Corporation coverage limit of $250,000.

The Company has not experienced losses on this account and management believes the Company is not exposed to significant risks on such account.

Net Income Per Share

Net income per share is computed by dividing net income by the weighted average number of common stock shares outstanding for the period.

The calculation of diluted income per share does not consider the effect of the warrants issued in connection with the Initial Public Offering and warrants issued as components of the Private Placement Units (the “Placement Warrants”) since the exercise of the warrants are contingent upon the occurrence of future events and the inclusion of such warrants would be anti-dilutive.

Re-measurement of carrying value to redemption value

Contingently redeemable Class A Common Stock - Ending Balance

Net Income (Loss) Per Share

Net income (loss) per share is computed by dividing net income (loss) by the weighted average number of common stock shares outstanding for the period.

The calculation of diluted income (loss) per share does not consider the effect of the warrants issued in connection with the Initial Public Offering and warrants issued as components of the Private Placement Units (the “Placement Warrants”) since the exercise of the warrants are contingent upon the occurrence of future events and the inclusion of such warrants would be anti-dilutive.

The Company applies the two-class method in calculating earnings per share.

1 unchanged sentence

The Class feature to redeem at fair value means that there is effectively only one class of stock.

Changes in fair value are not considered a dividend for the purposes of the numerator in the earnings per share calculation.

Changes in fair value are not considered a dividend of the purposes of the numerator in the earnings per share calculation.

Net income per common share is computed by dividing the pro rata net loss between the redeemable shares and the non-redeemable shares by the weighted average number of common shares outstanding for each of the periods.

1 unchanged sentence

The warrants are exercisable for 11,500,000 shares of common stock in the aggregate.

The following table reflects the calculation of basic and diluted net income per common share:

September 30, 2021

Redeemable common shares

Net income allocable to common stock subject to possible redemption

weighted average number of redeemable common share

Basic and diluted net income per redeemable common share

Non-redeemable common shares

Net income allocable to common stock not subject to redemption

weighted average number of non-redeemable common shares

Basic and diluted net loss per non-redeemable private placement and common share

Fair Value of Financial Instruments

The fair value of the Company’s assets and liabilities, which qualify as financial instruments under ASC Topic 820, “Fair Value Measurement,” approximates the carrying amounts represented in the accompanying condensed balance sheet, primarily due to their short-term nature.

DATA KNIGHTS ACQUISITION CORP.

1 unchanged sentence

Note 2 — Summary of Significant Accounting Policies (Continued)

The following table reflects the calculation of basic and diluted net income per common share:

February 8, 2021

(inception) Through

March 31, 2022

March 31, 2021

Redeemable Class A Common Stock subject to possible redemption

earnings allocable to redeemable Class A Common Stock subject to possible redemption

weighted average number of redeemable Class A Common Stock

Basic and diluted net income per redeemable Class A Common Stock

Non-redeemable Class A and Class B common stock

net income (loss) allocable to non-redeemable Class A and Class B common stock

weighted average number of non-redeemable Class A and Class B common stock

Non-redeemable Class A private placement and Class B common shares, basic and diluted

Basic and diluted net income per non-redeemable Class and Class B common stock

Concentration of Credit Risk

The Company has not experienced losses on this account and management believes the Company is not exposed to significant risks on such account.

Fair value of financial instruments

The fair value of the Company’s assets and liabilities, which qualify as financial instruments under ASC Topic 820, “Fair Value Measurements and Disclosures,” approximates the carrying amounts represented in the accompanying balance sheet, primarily due to their short-term nature, except warrant liabilities (See Note 9).

Derivative Financial Instruments

3 unchanged sentences

Derivative liabilities are classified in the balance sheet as current or non-current based on whether or not net-cash settlement or conversion of the instrument could be required within 12 months of the balance sheet date.

DATA KNIGHTS ACQUISITION CORP.

NOTES TO UNAUDITED CONDENSED FINANCIAL STATEMENTS

Note 2 — Summary of Significant Accounting Policies (Continued)

Valuation allowances are established, when necessary, to reduce deferred tax assets to the amount expected to be realized.

ASC Topic 740 prescribes a recognition threshold and a measurement attribute for the financial statement recognition and measurement of tax positions taken or expected to be taken in a tax return.

For those benefits to be recognized, a tax position must be more-likely-than-not to be sustained upon examination by taxing authorities.

The Company’s management determined that the United States is the Company’s only major tax jurisdiction.

The Company recognizes accrued interest and penalties related to unrecognized tax benefits, if any, as income tax expense.

There were no unrecognized tax benefits and no amounts accrued for interest and penalties as of March 31, 2022.

The Company is currently not aware of any issues under review that could result in significant payments, accruals, or material deviation from its position.

The Company is subject to income tax examinations by major taxing authorities since inception.

The provision for income taxes was deemed to be immaterial for the three months ended March 31, 2022 and for the period from February 8, 2021 (inception) through March 31, 2021.

Recently Issued Accounting Standards

3 unchanged sentences

ASU 2020-06 amends the diluted earnings per share guidance, including the requirement to use the if-converted method for all convertible instruments.

ASU 2020-06 is effective January 1, 2022 and should be applied on a full or modified retrospective basis, with early adoption permitted beginning on January 1, 2021.

ASU 2020-06 is effective for fiscal years beginning after December 15, 2023 and should be applied on a full or modified retrospective basis, with early adoption permitted beginning on January 1, 2021.

The Company is currently assessing the impact, if any, that ASU 2020-06 would have on its financial position, results of operations or cash flows.

3 unchanged sentences

Each Unit consists of one share of the Company’s Class A Common Stock, $ 0.0001 par value, and one redeemable warrant (“Public Warrant”).

Each Public Warrant entitles the holder to purchase one share of Class A common stock at an exercise price of $ 11.50 per whole share (see Note 8).

Each whole Public Warrant entitles the holder to purchase one share of Class A Common Stock at an exercise price of $ 11.50 per whole share (see Note 7).

Note 4 — Private Placement

Simultaneously with the Initial Public Offering, the Sponsor purchased an aggregate of 585,275 Private Placement Units at a price of $ 10.00 per Private Placement Unit for an aggregate purchase price of $ 5,852,750 .

The Private Placement Units are identical to the Units, except that (a) the Private Placement Units and their component securities will not be transferable, assignable or saleable until 30 days after the consummation of the Company’s initial business combination except to permitted transferees and (b) the Placement Warrants, so long as they are held by the Sponsor or its permitted transferees, (i) may be exercised by the holders on a cashless basis and (ii) will be entitled to registration rights.

DATA KNIGHTS ACQUISITION CORP.

NOTES TO UNAUDITED CONDENSED FINANCIAL STATEMENTS

Note 4 — Private Placement (Continued)

The Private Placement Units are identical to the Units, except that (a) the Private Placement Units and their component securities will not be transferable, assignable or saleable until the consummation of the Company’s initial business combination except to permitted transferees and (b) the Placement Warrants, so long as they are held by the Sponsor or its permitted transferees, (i) may be exercised by the holders on a cashless basis and (ii) will be entitled to registration rights.

Note 5 — Related Party Transactions

11 unchanged sentences

On June 1, 2021, the $ 78,925 outstanding under the promissory note was repaid in full.

On September 30, 2021, there is no amount outstanding under the promissory note.

On March 31, 2022 and December 31, 2021, there is no amount outstanding under the promissory note.

Related Party Loans

4 unchanged sentences

In the event that a Business Combination does not close, the Company may use a portion of proceeds held outside the Trust Account to repay the Working Capital Loans but no proceeds held in the Trust Account would be used to repay the Working Capital Loans.

To date, the Company has no working capital loans outstanding.

DATA KNIGHTS ACQUISITION CORP.

2 unchanged sentences

If the Company anticipates that it may not be able to consummate a Business Combination within 12 months, the Company may, by resolution of the Company’s board if requested by the Sponsor, extend the period of time to consummate a Business Combination up to two times, each by an additional three months (for a total of up to 18 months to complete a Business Combination), subject to the Sponsor depositing additional funds into the Trust Account as set out below.

Pursuant to the terms of the Company’s amended and restated certificate of incorporation and the trust agreement entered into between the Company and Continental Stock Transfer & Trust Company, in order for the time available for the Company to consummate the initial Business Combination to be extended, the Sponsor or its affiliates or designees, upon five business days advance notice prior to the applicable deadline, must deposit into the Trust Account $ 1,150,000 since the underwriters’ over-allotment option was exercised in full ($ 0.10 per unit), on or prior to the date of the applicable deadline, for each of the available three month extensions, providing a total possible Business Combination period of 18 months at a total payment value of $ 2,300,000 since the underwriters’ over-allotment option was exercised in full ($ 0.10 per unit) (the “Extension Loans”).

Pursuant to the terms of the Company’s amended and restated certificate of incorporation and the trust agreement entered into between the Company and Continental Stock Transfer & Trust Company, in order for the time available for the Company to consummate the initial Business Combination to be extended, the Sponsor or its affiliates or designees, upon five business days advance notice prior to the applicable deadline, must deposit into the Trust Account $ 1,150,000 since the underwriters’ over-allotment option is exercised in full ($ 0.10 per unit), on or prior to the date of the applicable deadline, for each of the available three month extensions, providing a total possible Business Combination period of 18 months at a total payment value of $ 2,300,000 since the underwriters’ over-allotment option is exercised in full ($ 0.10 per unit) (the “Extension Loans”).

Any such payments would be made in the form of non-interest-bearing loans.

5 unchanged sentences

Administrative Support Agreement

Commencing on the date of the prospectus and until completion of the Company’s Business Combination or liquidation, the Company may reimburse ARC Group Ltd., an affiliate of the Sponsor, up to an amount of $ 10,000 per month for office space, secretarial and administrative support.

Commencing on the date of the Initial Public Offering and until completion of the Company’s Business Combination or liquidation, the Company may reimburse Luminous Capital Inc., an affiliate of the Sponsor, up to an amount of $ 10,000 per month for office space, secretarial and administrative support.

For the three months ended March 31, 2022, $ 30,000 support fees were incurred.

For the period from February 8, 2021 (inception) through March 31, 2021, no amounts were incurred .

DATA KNIGHTS ACQUISITION CORP.

9 unchanged sentences

The Company granted the underwriter a 45 -day option to purchase up to 1,500,000 additional Units to cover over-allotments at the Initial Public Offering price, less the underwriting discounts and commissions.

The aforementioned option was exercised on May 11, 2021.

The aforementioned option was exercised in full on May 11, 2021, simultaneous with the Initial Public Offering.

The underwriter was paid a cash underwriting discount of two percent ( 2.00 %) of the gross proceeds of the Initial Public Offering, or $ 2,300,000 .

39 unchanged sentences

If the Placement Warrants are held by someone other than the initial purchasers or their permitted transferees, the Placement Warrants will be redeemable by the Company and exercisable by such holders on the same basis as the Public Warrants.

At September 30, 2021, the Company accounted for the aggregate 12,085,275 warrants issued in connection with the Initial Public Offering (the 11,500,000 Public Warrants and the 585,275 Placement Warrants) in accordance with the guidance contained in ASC 815-40.

At March 31, 2022, the Company accounted for the aggregate 12,085,275 warrants issued in connection with the Initial Public Offering (the 11,500,000 Public Warrants and the 585,275 Placement Warrants) in accordance with the guidance contained in ASC 815-40.

Such guidance provides that because the warrants do not meet the criteria for equity treatment thereunder, each warrant must be recorded as a liability.

4 unchanged sentences

Preferred Stock — The Company is authorized to issue 1,000,000 preferred shares with a par value of $ 0.0001 per share with such designation, rights and preferences as may be determined from time to time by the Company’s Board of Directors.

At September 30, 2021, there were no preferred shares issued or outstanding .

At March 31, 2022 and December 31, 2021, there were no preferred shares issued or outstanding.

Class A Common Stock — The Company is authorized to issue up to 100,000,000 shares of Class A common stock with a par value of $ 0.0001 per share.

Holders of the Company’s Class A common stock are entitled to one vote for each share.

At September 30, 2021, 585,275 shares of Class A common stock issued and outstanding, excluding 11,500,000 shares of Class A common stock subject to possible redemption.

At March 31, 2022 and December 31, 2021, there were 585,275 shares of Class A Common Stock issued or outstanding, excluding 11,500,000 shares of Class A Common Stock subject to possible redemption.

Class B Common Stock — The Company is authorized to issue up to 10,000,000 shares of Class B common stock with a par value of $ 0.0001 per share.

2 unchanged sentences

Following the determination of the Company’s third independent director, on March 23, 2021, the Sponsor transferred 5,000 shares to such independent director.

At September 30, 2021, there were 2,875,000 shares of Class B common stock issued and outstanding .

At March 31, 2022 and December 31, 2021, there were 2,875,000 shares of Class B common stock issued and outstanding .

Holders of Class A Common Stock and Class B common stock will vote together as a single class on all other matters submitted to a vote of stockholders, except as required by law.

3 unchanged sentences

Note 9 – Fair Value Measurements

The Company determines fair value based on assumptions that market participants would use in pricing an asset or liability in the principal or most advantageous market.

When considering market participant assumptions in fair value measurements, the following fair value hierarchy distinguishes between observable and unobservable inputs, which are categorized in one of the following levels:

Level 1 Inputs:

Unadjusted quoted prices for identical assets or instruments in active markets.

Level 2 Inputs:

Quoted prices for similar instruments in active markets and quoted prices for identical or similar instruments in markets that are not active and model derived valuations whose inputs are observable or whose significant value drivers are observable.

Level 3 Inputs:

Significant inputs into the valuation model are unobservable.

The following table presents information about the Company’s assets and derivative warrant liabilities that are measured at fair value on a recurring basis as of March 31, 2022 and December 31, 2021 and indicates the fair value hierarchy of the valuation techniques that the Company utilized to determine such fair value:

March 31, 2022

Quoted Prices in

Significant Other

Active Markets

Observable Inputs

Unobservable Inputs

Investments held in Trust Account

Warrant Liabilities:

Public Warrants

Private Placement Warrants

DATA KNIGHTS ACQUISITION CORP.

1 unchanged sentence

Note 9 – Fair Value Measurements (Continued)

The following table presents information about the Company's assets and derivative warrant liabilities that are measured at fair value on a recurring basis as of September 30, 2021 and indicates the fair value hierarchy of the valuation techniques that the Company utilized to determine such fair value:

December 31, 2021

Quoted Prices in

4 unchanged sentences

Unobservable Inputs

Marketable securities held in Trust Account

Investments held in Trust Account

Warrant Liabilities:

1 unchanged sentence

Private Placement Warrants

At September 30, 2021, assets held in the Trust Account were comprised of $ 117,303,691 in U.S.

Treasury Securities.

The Company uses inputs such as actual trade data, benchmark yields, quoted market prices from dealers or brokers, and other similar sources to determine the fair value of its investments.

The Warrants are measured at fair value on a recurring basis.

The Public Warrants were valued initially and at each reporting period that the warrants that were not actively traded, using a Modified Monte Carlo Simulation.

As of September 30, 2021, the Public Warrants were valued using the instrument’s publicly listed trading price as of the balance sheet date, which is considered to be a Level 1 measurement due to the use of an observable market quote in an active market.

Both at their initial valuation and as of September30, 2021, the Private Placement Warrants were valued using a modified Black-Scholes valuation model using level 3 inputs.

The Company accounted for the aggregate 12,085,275 warrants issued in connection with the Initial Public Offering (the 11,500,000 Public Warrants and the 585,275 Placement Warrants) in accordance with the guidance contained in FASB ASC Topic 815-40.

Such guidance provides that because the warrants do not meet the criteria for equity treatment thereunder, each warrant must be recorded as a liability due to the existence of provisions whereby adjustments to the exercise price of the warrants is based on a variable that is not an input to the fair value of a ‘‘fixed-for-fixed’’ option and the existence of the potential for net cash settlement for the warrant holders (but not all common stockholders) in the event of a tender offer.

The Public Warrants were valued initially and at each reporting period that the warrants were not actively traded, using a Monte Carlo simulation.

As of March 31, 2022 and December 31, 2021, the Public Warrants were valued using the instrument’s publicly listed trading price, which is considered to be a Level 1 measurement due to the use of an observable market quote in an active market.

Private Placement Warrants were valued using a Monte Carlo valuation model using level 3 inputs at initial valuation and as of March 31, 2022 and December 31, 2021.

At March 31, 2022 and December 31, 2021, assets held in the Trust Account were comprised of $ 117,364,026 in cash and U.S.

Treasury Securities.

The Company uses inputs such as actual trade data, benchmark yields, quoted market prices from dealers or brokers, and other similar sources to determine the fair value of its investments and are considered Level 1 assets.

The Warrants were accounted for as liabilities in accordance with ASC 815-40 and are presented within warrant liabilities in the accompanying balance sheet.

The warrant liabilities are measured at fair value at inception and on a recurring basis, with changes in fair value presented within the statement of operations.

The accounting treatment of derivative financial instruments requires that the Company record a derivative liability upon the closing of the Initial Public Offering.

4 unchanged sentences

If the classification changes as a result of events during the period, the warrants will be reclassified as of the date of the event that causes the reclassification.

The Company utilized a binomial Monte-Carlo simulation to estimate the fair value of the warrants at each reporting period for its warrants that are not actively traded.

The Company utilized a Monte Carlo simulation to estimate the fair value of the Public warrants at each reporting period for its warrants that are not actively traded.

Inherent in a Monte Carlo simulation are assumptions related to expected stock-price volatility, expected life, risk-free interest rate and dividend yield.

4 unchanged sentences

The dividend rate is based on the historical rate, which the Company anticipates remaining at zero.

On June 22, 2021, the Public Warrants surpassed the threshold waiting period to be publicly traded.

Once publicly traded, the observable input qualifies the liability for treatment as a Level 1 liability.

As such, as of March 31, 2022 and December 31, 2021, the Company classified the Public Warrants as Level 1.

DATA KNIGHTS ACQUISITION CORP.

2 unchanged sentences

The estimated fair value of the Private Placement Warrants is determined using Level 3 inputs.

Inherent in a modified Black-Scholes model are assumptions related to expected share-price volatility, expected life, risk-free interest rate and dividend yield.

Inherent in a Monte Carlo model are assumptions related to expected share-price volatility, expected life, risk-free interest rate and dividend yield.

The Company estimates the volatility of its warrants based on implied volatility from the Company’s traded warrants and from historical volatility of select peer company’s common stock that matches the expected remaining life of the Warrants.

3 unchanged sentences

The dividend rate is based on the historical rate, which the Company anticipates remaining at zero.

Transfers to/from Levels 1, 2 and 3 are recognized at the end of the reporting period in which a change in valuation technique or methodology occurs.

During the three months ended March 31, 2022 and for the period from February 3, 2021 (inception) through March 31, 2021 there were no transfers between levels.

The following table provides quantitative information regarding Level 3 fair value measurements inputs as their measurement dates:

September 30, 2021

March 31, 2022

December 31, 2021

(Private Warrants)

5 unchanged sentences

Dividend yield (per share)

The change in the fair value of the derivative warrant liabilities for the period for the three months ended September 30, 2021 is summarized as follows:

The change in the fair value of the derivative warrant liabilities for the period from December 31, 2021 through March 31, 2022is summarized as follows:

Private Placement

1 unchanged sentence

Warrant Liability

Fair value as of June 30, 2021

Change in valuation inputs or other assumption (1)

Fair value as of December 31, 2021

Change in valuation inputs or other assumptions (1)

( 2,645,000 )

( 2,762,640 )

Fair value as of September 30, 2021

Fair value as of March 31, 2022

(1) Changes in valuation inputs or other assumptions are recognized in change in fair value of warrant liability in the statement of operations .

DATA KNIGHTS ACQUISITION CORP.

NOTES TO UNAUDITED CONDENSED FINANCIAL STATEMENTS

Note 10 – Subsequent Events

Management has evaluated subsequent events and transactions that occurred after the balance sheet date up to the date that the financial statement was issued.

Based upon this review, other than the events included in the above notes, the Company did not identify any subsequent events that would have required adjustment or disclosure in the financial statement.

In accordance with ASC Topic 855, “Subsequent Events”, which establishes general standards of accounting for and disclosure of events that occur after the balance sheet date but before financial statements are issued, the Company has evaluated all events or transactions that occurred after March 31, 2022, up to May 13, 2022, the date the Company issued the audited financial statements.

Based upon this review, the Company did not identify any subsequent events that would have required adjustment or disclosure in the condensed financial statements.

- 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 (the “ Sponsor ”), entered into a definitive Agreement and Plan of Merger (the “ Merger Agreement ”) with OneMedNet Corporation, Inc., a Delaware corporation (the “ Target ”, and together with the Company and Merger Sub, the “ Parties ”) and Paul Casey, as seller representative (“ Casey ”).

The Merger Agreement and the transactions were approved by the boards of directors of each of the Company and the Target.

- On May 5, 2022, the Company extended the date by which the Company has to consummate a business combination from May 11, 2022 to August 11, 2022 (the “ Extension ”).

The Extension is the first of two three-month extensions permitted under the Company’s governing documents.

In connection with the Extension, the Sponsor deposited an aggregate of $ 1,150,000 (representing $ 0.10 per public share) into the Company’s trust account on May 5, 2022.

The Extension provides the Company with additional time to complete its initial business combination (the “ Business Combination ”) with OneMedNet, previously announced by the Company and OneMedNet on April 25, 2022.

Compared sentence by sentence after normalising whitespace, quotation marks, case and digits, so re-formatting and restated figures do not read as changed language. Wording changes appear as one removal and one addition. The current filing and the prior one are authoritative.

What changed 10-Q

Item 1. Financial Statements