What changed in this filing

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Item 1. Financial Statements

2022-08-15 compared with 2022-05-16 · 127 added, 85 removed, 438 unchanged (33% of the section changed)

1 unchanged sentence

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

Condensed Consolidated Balance Sheet as of June 30, 2022 (Unaudited) and as of December 31, 2021

Condensed Consolidated Statements of Operations for the three months ended June 30, 2022 and 2021, six months ended June 30, 2022 and 2021, and for the period from February 8, 2021 (Inception) through June 30, 2021 (Unaudited)

Condensed Consolidated Statements of Changes in Stockholders’ Equity for the three and six months ended June 30, 2022, and for the three months ended June 30, 2021 and for the period from February 8, 2021 (Inception) through June 30, 2021 (Unaudited)

Condensed Consolidated Statement of Cash Flows for the Period from February 8, 2021 (Inception) Through June 30, 2021 (Unaudited) and for the six months ended June 30, 2022

Notes to Condensed Consolidated Financial Statements (Unaudited)

DATA KNIGHTS ACQUISITION CORP.

CONDENSED BALANCE SHEET

December 31, 2021

CONDENSED CONSOLIDATED BALANCE SHEET

Current assets

10 unchanged sentences

Deferred underwriter fee payable

Extension loan

Total liabilities

1 unchanged sentence

Class A Common Stock subject to possible redemption;

11,500,000 shares at redemption value of $ 10.20

11,500,000 shares at redemption value of $ 10.30 and $ 10.20 as of June 30, 2022 and December 31, 2021, respectively

Stockholders’ Deficit

16 unchanged sentences

Total Liabilities and Stockholders’ Deficit

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

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

DATA KNIGHTS ACQUISITION CORP.

CONDENSED STATEMENTS OF OPERATIONS

CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS

For the Period

February 8, 2021

Three Months Ended

Formation and operating costs

1 unchanged sentence

Loss from operation costs

( 1,404,680 )

Other income (expense):

1 unchanged sentence

Change in fair value of warrant liabilities

Non-operating expense

Net income (loss)

3 unchanged sentences

Basic and diluted net income per common stock

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

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

DATA KNIGHTS ACQUISITION CORP.

CONDENSED STATEMENTS OF CHANGES IN STOCKHOLDERS’ EQUITY (DEFICIT)

CONDENSED CONSOLIDATED STATEMENTS OF CHANGES IN STOCKHOLDERS’ EQUITY (DEFICIT)

THREE AND SIX MONTHS ENDED JUNE 30, 2022

Stockholders’

Balance — January 1, 2022

( 8,609,810 )

( 8,609,463 )

Balance — March 31, 2022 Unaudited)

( 6,414,302 )

( 6,413,955 )

Re-measurement of carrying value of Class A redeemable stock to redemption value

( 1,150,000 )

Balance — June 30, 2022 (unaudited)

( 6,614,365 )

( 6,614,018 )

FOR THE THREE MONTHS ENDED JUNE 30, 2021 AND

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

Stockholders’

Balance — February 8, 2021 (inception)

1 unchanged sentence

Balance — March 31, 2021 (unaudited)

Stockholders’

Balance — December 31, 2021 (audited)

Sale of units in Initial Public Offering, net of offering costs

Deferred underwriting commission

( 4,025,000 )

Balance — March 31, 2022 (unaudited)

Initial fair value of warrant liability

( 11,176,949 )

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

Subsequent shares subject to possible redemption

( 11,500,000 )

( 103,553,250 )

( 13,745,600 )

( 117,300,000 )

Balance — June 30, 2021 (unaudited)

( 9,438,293 )

( 9,437,946 )

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

DATA KNIGHTS ACQUISITION CORP.

CONDENSED STATEMENT OF CASH FLOWS

CONDENSED CONSOLIDATED STATEMENT OF CASH FLOWS

February 8, 2021

March 31, 2022

March 31, 2021

June 30, 2022

June 30, 2021

Cash flow from operating activities:

Net income (loss)

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

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

Offering costs allocated to warrant liabilities

Realized and unrealized gain

5 unchanged sentences

( 4,357,722 )

( 5,002,911 )

Net cash used in operating activities

Cash flow from investing activities:

Investment of cash in Trust Account

( 1,150,000 )

( 117,300,000 )

Net cash used by investing activities

( 1,150,000 )

( 117,300,000 )

Cash flow from financing activities:

Proceeds from issuance of Class B common stock

Proceeds from sale of Units, net of underwriting discount paid

Proceeds from sale of Private units

Payment of offering costs

Proceeds from extension loan

Net cash provided by financing activities

3 unchanged sentences

Supplemental disclosure of non-cash financing activities:

Accrued deferred offering costs

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

Initial classification of Class A common stock subject to possible redemption

Change in value of common stock subject to possible redemption

Deferred underwriting fee payable

Initial Classification of Warrant Liability

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

DATA KNIGHTS ACQUISITION CORP.

NOTES TO UNAUDITED CONDENSED FINANCIAL STATEMENTS

NOTES TO UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

Note 1 — Description of Organization and Business Operations

3 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 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.

On April 22, 2022, Data Knights Merger Sub, Inc.

(“Merger Sub”), a Delaware corporation and a wholly-owned subsidiary of Data Knights Acquisition Corp., was formed.

As of June 30, 2022, the Company had not yet commenced any operations.

All activity for the period February 8, 2021 (inception) through June 30, 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.

7 unchanged sentences

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

As of June 30, 2022, we have available to us $ 7,480 of cash on our balance sheet and working capital deficit of $ 1,158,449 .

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.

9 unchanged sentences

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.

On August 10, 2022, the Company extended the date by which the Company has to consummate a business combination from August 11, 2022 to November 11, 2022 (the “ Extension ”).

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

The Company will have until November 11, 2022 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.

2 unchanged sentences

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 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 Company will have until November 11, 2022 to consummate a Business Combination.

If the Company is unable to complete a Business Combination within 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.

1 unchanged sentence

There will be no redemption rights or liquidating distributions with respect to the Founder Shares (as defined below) or the shares of Class A Common Stock and the warrants that are included as components of the Private Placement Units.

Such warrants will expire worthless if the Company fails to complete a Business Combination within the 15-month time period (or up to 18-month time period).

Such warrants will expire worthless if the Company fails to complete a Business Combination within the 18-month time period.

DATA KNIGHTS ACQUISITION CORP.

6 unchanged sentences

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.

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 .

As of June 30, 2022, the Company had $ 7,480 in cash and working capital deficit of $ 1,158,449 .

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.

As of June 30, 2022, we had investments of $ 118,663,377 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.

During the period ended June 30, 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.

7 unchanged sentences

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.

Originally, the Company will have until November 11, 2022 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.

On August 10, 2022, the Company extended the date by which the Company has to consummate a business combination from August 11, 2022 to November 11, 2022 (the “2 nd Extension ”).

The 2 nd Extension is the second of two three-month extensions permitted under the Company’s governing documents.

The Company will have until November 11, 2022 to consummate a Business Combination.

If our initial business combination is not consummated by November 11, 2022, 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.

There can be no assurance that the Company will be able to consummate an initial business combination by November 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.

14 unchanged sentences

Basis of Presentation

The accompanying financial statements have been prepared in accordance with accounting principles generally accepted in the United States of America (“US GAAP”) and pursuant to the accounting and disclosure rules and regulations of the U.S.

The accompanying condensed consolidated financial statements have been prepared in accordance with accounting principles generally accepted in the United States of America (“US GAAP”) and pursuant to the accounting and disclosure rules and regulations of the U.S.

Securities and Exchange Commission.

Principles of Consolidation

The accompanying condensed consolidated financial statements include the accounts of the Company and its wholly-owned subsidiary.

All significant intercompany balances and transactions have been eliminated in consolidation.

Emerging Growth Company

3 unchanged sentences

The Company has elected not to opt out of such extended transition period, which means that when a standard is issued or revised and it has different application dates for public or private companies, the Company, as an emerging growth company, can adopt the new or revised standard at the time private companies adopt the new or revised standard.

This may make comparison of the Company’s financial statements with another public company, which is neither an emerging growth company nor an emerging growth company which has opted out of using the extended transition period difficult or impossible because of the potential differences in accounting standards used.

This may make comparison of the Company’s condensed consolidated financial statements with another public company, which is neither an emerging growth company nor an emerging growth company which has opted out of using the extended transition period difficult or impossible because of the potential differences in accounting standards used.

Use of Estimates

The preparation of the balance sheet in conformity with GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of revenues and expenses during the reporting period.

The preparation of the balance sheet in conformity with GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the condensed consolidated financial statements and the reported amounts of revenues and expenses during the reporting period.

Making estimates requires management to exercise significant judgment.

It is at least reasonably possible that the estimate of the effect of a condition, situation or set of circumstances that existed at the date of the financial statements, which management considered in formulating its estimate, could change in the near term due to one or more future confirming events.

It is at least reasonably possible that the estimate of the effect of a condition, situation or set of circumstances that existed at the date of the condensed consolidated financial statements, which management considered in formulating its estimate, could change in the near term due to one or more future confirming events.

Accordingly, the actual results could differ significantly from those estimates.

2 unchanged sentences

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

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

The Company had $ 7,480 and $ 453,151 in cash and no cash equivalents as of June 30, 2022 and December 31, 2021.

DATA KNIGHTS ACQUISITION CORP.

9 unchanged sentences

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

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

4 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 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).

On June 30, 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.

5 unchanged sentences

Note 2 — Summary of Significant Accounting Policies (Continued)

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

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

For the Period from

For the Three

February 8, 2021

22 unchanged sentences

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

Three Months Ended

February 8, 2021

(inception) Through

March 31, 2022

March 31, 2021

June 30, 2021

Redeemable Class A Common Stock subject to possible redemption

14 unchanged sentences

The Company evaluates its financial instruments to determine if such instruments are derivatives or contain features that qualify as embedded derivatives in accordance with ASC Topic 815, “Derivatives and Hedging”.

For derivative financial instruments that are accounted for as liabilities, the derivative instrument is initially recorded at its fair value on the grant date and is then re-valued at each reporting date, with changes in the fair value reported in the statements of operations.

The classification of derivative instruments, including whether such instruments should be recorded as liabilities or as equity, is evaluated at the end of each reporting period.

10 unchanged sentences

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.

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

The provision for income taxes was deemed to be immaterial for the six months ended June 30, 2022 and for the period from February 8, 2021 (inception) through June 30, 2021.

Recently Issued Accounting Standards

5 unchanged sentences

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.

Management does not believe that any other recently issued, but not yet effective, accounting pronouncements, if currently adopted, would have a material effect on the Company’s financial statements.

Note 3 —Public Offering

21 unchanged sentences

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

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

On June 30, 2022 and December 31, 2021, there is no amount outstanding under the promissory note.

Related Party Loans

18 unchanged sentences

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 .

For the three months and six months ended June 30, 2022, $ 30,000 and $ 60,000 support fees were incurred, respectively.

For the period from February 8, 2021 (inception) through June 30, 2021, $ 20,000 support fees were incurred.

DATA KNIGHTS ACQUISITION CORP.

51 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 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.

At June 30, 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 March 31, 2022 and December 31, 2021, there were no preferred shares issued or outstanding.

At June 30, 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 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.

At June 30, 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 March 31, 2022 and December 31, 2021, there were 2,875,000 shares of Class B common stock issued and outstanding .

At June 30, 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 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

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 June 30, 2022 and December 31, 2021 and indicates the fair value hierarchy of the valuation techniques that the Company utilized to determine such fair value:

June 30, 2022

Quoted Prices in

24 unchanged sentences

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.

As of June 30, 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 June 30, 2022 and December 31, 2021.

At June 30, 2022 and December 31, 2021, assets held in the Trust Account were comprised of $ 118,663,377 and $ 117,320,973 in cash and U.S.

Treasury Securities, respectively.

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

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.

14 unchanged sentences

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.

As such, as of June 30, 2022 and December 31, 2021, the Company classified the Public Warrants as Level 1.

DATA KNIGHTS ACQUISITION CORP.

9 unchanged sentences

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.

During the six months ended June 30, 2022 and for the period from February 8, 2021 (inception) through June 30, 2021 there were no transfers between levels.

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

March 31, 2022

June 30, 2022

December 31, 2021

6 unchanged sentences

Dividend yield (per share)

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:

The change in the fair value of the derivative warrant liabilities for the period from December 31, 2021 through June 30, 2022 is summarized as follows:

Private Placement

5 unchanged sentences

( 4,357,722 )

Fair value as of March 31, 2022

Fair value as of June 30, 2022

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

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Note 10 – Subsequent Events

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.

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 June 30, 2022, up to August 15, 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 consolidated financial statements.

- On August 10, 2022, the Company extended the date by which the Company has to consummate a business combination from August 11, 2022 to November 11, 2022 (the “Extension”).

The Extension is the second 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 August 11, 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