What changed in this filing

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Item 1. Financial Statements

2023-08-14 compared with 2023-05-19 · 74 added, 91 removed, 471 unchanged (26% of the section changed)

1 unchanged sentence

Financial Statements:

Condensed Consolidated Balance Sheets as of March 31, 2023 (Unaudited) and December 31, 2022

Condensed Consolidated Statements of Operations for the three months ended March 31, 2023 and 2022 (Unaudited)

Condensed Consolidated Statements of Changes in Stockholders’ Deficit for the three months ended March 31, 2023 and 2022 (Unaudited)

Condensed Consolidated Statements of Cash Flows for the three months ended March 31, 2023 and 2022 (Unaudited)

Notes to the Condensed Consolidated Financial Statements (Unaudited)

Condensed Consolidated Balance Sheet as of June 30, 2023 (Unaudited) and as of December 31, 2022 (Audited)

Condensed Consolidated Statements of Operations for the three and six months ended June 30, 2023 (Unaudited) and for the three and six months ended June 30, 2022 (Unaudited)

Condensed Consolidated Statements of Changes in Stockholders’ Equity for the three and six months ended June 30, 2023 (Unaudited) and for the three and six months ended June 30, 2022 (Unaudited)

Condensed Consolidated Statement of Cash Flows for the six months ended June 30, 2023 (Unaudited) and for the six months ended June 30, 2022 (Unaudited)

Notes to Condensed Consolidated Financial Statements (Unaudited)

DATA KNIGHTS ACQUISITION CORP.

12 unchanged sentences

Deferred underwriter fee payable

Working capital loan

Extension loans

Extension loan

Working capital loans

Total liabilities

1 unchanged sentence

Class A Common Stock subject to possible redemption;

4,838,792 shares at redemption value of $ 10.74 and $ 10.53 per share as of March 31, 2023 and December 31, 2022, respectively

2,731,544 shares at redemption value of $ 10.96 and $ 10.53 per share as of June 30, 2023 and December 31, 2022, respectively

Stockholders’ Deficit

4 unchanged sentences

100,000,000 shares authorized;

585,275 issued and outstanding, excluding 4,838,792 shares subject to redemption as of March 31, 2023 and December 31, 2022, respectively

585,275 issued and outstanding, excluding 2,731,544 shares subject to redemption as of June 30, 2023 and December 31, 2022, respectively

Class B Common Stock, par value $ 0.0001 ;

10,000,000 shares authorized;

4,253,517 issued and outstanding as of March 31, 2023 and December 31, 2022, respectively

4,253,517 issued and outstanding as of June 30, 2023 and December 31, 2022, respectively

Additional paid-in capital

10 unchanged sentences

Three Months Ended

Six Months Ended

Formation and operating costs

1 unchanged sentence

Loss from operation costs

( 1,404,680 )

Other income (expense):

11 unchanged sentences

CONDENSED CONSOLIDATED STATEMENTS OF CHANGES IN STOCKHOLDERS’ DEFICIT

FOR THE THREE MONTHS ENDED MARCH 31, 2023

FOR THE THREE AND SIX MONTHS ENDED JUNE 30, 2023

Stockholders’

6 unchanged sentences

( 9,475,991 )

FOR THE THREE MONTHS ENDED MARCH 31, 2022

Re-measurement of Class A Common Stock Subject to Possible Redemption

Balance — June 30, 2023 (unaudited)

( 11,723,886 )

( 10,085,805 )

FOR THE THREE AND SIX MONTHS ENDED JUNE 30, 2022

Stockholders’

5 unchanged sentences

( 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 )

The accompanying notes are an integral part of the condensed consolidated financial statements.

1 unchanged sentence

CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS

For the Three Months

For the Six Months

Cash flow from operating activities:

12 unchanged sentences

Investment of cash in Trust Account

( 1,150,000 )

Interest withdraw from Trust Account

Net cash used in investing activities

( 1,150,000 )

Cash flow from financing activities:

16 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, 2023, the Company had not yet commenced any operations.

All activity for the period February 8, 2021 (inception) through March 31, 2023, 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.

As of June 30, 2023, the Company had not yet commenced any operations.

All activity for the period February 8, 2021 (inception) through June 30, 2023, 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, 2023, the Company has $ 10,108 of cash and a working capital deficit of $ 2,326,648 .

As of June 30, 2023, the Company has $ 3,438 of cash and a working capital deficit of $ 2,087,360 .

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.

2 unchanged sentences

There is no assurance that the Company will be able to successfully affect a Business Combination.

DATA KNIGHTS ACQUISITION CAPITAL CORP.

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

DESCRIPTION OF ORGANIZATION AND BUSINESS OPERATIONS (Continued)

10 unchanged sentences

As a part of Special Meeting, the Company’s stockholders approved amendments to its second amended and restated certificate of incorporation (the “Extension Amendment”) and the investment management trust agreement (the “Trust Agreement”) between Continental Stock Transfer & Trust Company, as trustee (“Continental”), and the Company governing the trust account (the “Trust Account”) established in connection with the Company’s initial public offering dated May 11, 2021 (the “Trust Amendment”), which together allow the Company to extend the deadline by which it must complete its initial business combination by up to nine one-month periods.

As of March 31, 2023, the Company has executed five one-month extensions, out of the nine , resulting in deposits of approximately $ 614,600 into the Trust Account.

In connection with each such extension, Data Knights, LLC, the Company’s sponsor, shall cause $ 0.045 per outstanding share of the Company’s Class A Common Stock, or approximately $ 122,920 , to be deposited in the Trust Account.On June 12, 2023, the Company elected to exercise its seventh of nine one-month extension to the Termination Date, which extended its deadline to complete its initial business combination to July 11, 2023, by depositing $ 0.045 per share for each Public Share outstanding after giving effect to the redemptions disclosed above, or approximately $ 122,920 , was deposited in the Trust Account.

As of June 30, 2023, the Company has executed seven one-month extensions, out of the nine , resulting in deposits of approximately $ 860,440 into the Trust Account.

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.

4 unchanged sentences

Following the payment of the redemptions, the Trust Account had a balance of approximately $ 28.5 million.

DATA KNIGHTS ACQUISITION CAPITAL CORP.

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

DESCRIPTION OF ORGANIZATION AND BUSINESS OPERATIONS (Continued)

11 unchanged sentences

Going Concern, Liquidity and Capital Resources

As of March 31, 2023 and December 31, 2022, the Company had cash held outside of the Trust Account of $ 10,108 and $ 30,870 , respectively.

As of June 30, 2023 and December 31, 2022, the Company had cash held outside of the Trust Account of $ 3,438 and $ 30,870 , respectively.

We intend to use the funds held outside the Trust Account primarily to identify and evaluate target businesses, perform business due diligence on prospective target businesses, travel to and from the offices, plants or similar locations of prospective target businesses or their representatives or owners, review corporate documents and material agreements of prospective target businesses, and structure, negotiate and complete our initial business combination.

As of March 31, 2023 and December 31,2022, the Company had working capital deficit of $2,326,648 and $ 1,945,267 , respectively.

DATA KNIGHTS ACQUISITION CAPITAL CORP.

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

As of June 30, 2023 and December 31,2022, the Company had working capital deficit of $ 2,087,360 and $ 1,945,267 , respectively.

DESCRIPTION OF ORGANIZATION AND BUSINESS OPERATIONS (Continued)

1 unchanged sentence

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, 2023 and December 31, 2022, we had investments of $ 29,725,574 and $ 29,029,416 held in the Trust Account, respectively.

As of June 30, 2023 and December 31, 2022, we had investments of $ 29,978,639 and $ 29,029,416 held in the Trust Account, respectively.

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.

For the three months ended March 31, 2023, we did not withdraw any of interest earned on the Trust Account.

For the six months ended June 30, 2023, we withdraw $ 458,697 of interest earned on the Trust Account pay Delaware Franchise Tax and Income Tax.

During the period ended December 31, 2022, we withdraw $ 299,601 interest earned on the Trust Account to pay Delaware Franchise Tax.

26 unchanged sentences

The IR Act applies only to repurchases that occur after December 31, 2022.

DATA KNIGHTS ACQUISITION CAPITAL CORP.

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

DESCRIPTION OF ORGANIZATION AND BUSINESS OPERATIONS (Continued)

18 unchanged sentences

The preparation of financial statements 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.

DATA KNIGHTS ACQUISITION CAPITAL CORP.

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Continued)

5 unchanged sentences

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

The Company had $ 10,108 and $ 30,870 in cash and no cash equivalents as of March 31, 2023 and December 31, 2022, respectively.

The Company had $ 3,438 and $ 30,870 in cash and no cash equivalents as of June 30, 2023 and December 31, 2022, respectively.

Trust Account

13 unchanged sentences

The Company’s Class A Common Stock features 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, 2023, there are 585,275 shares of Class A Common Stock related to the Private Placement Units (Note 8) outstanding, which are not subject to redemption, and 2,731,544 shares of Class A Common Stock outstanding, which are subject to possible redemption.

On June 30, 2023, there are 585,275 shares of Class A Common Stock related to the Private Placement Units (Note 8) outstanding, which are not subject to redemption, and 2,731,544 shares of Class A Common Stock outstanding, which are subject to possible redemption.

If it is probable that the equity instrument will become redeemable, the Company has the option to either accrete changes in the redemption value over the period from the date of issuance (or from the date that it becomes probable that the instrument will become redeemable, if later) to the earliest redemption date of the instrument or to recognize changes in the redemption value immediately as they occur and adjust the carrying amount of the instrument to equal the redemption value at the end of each reporting period.

1 unchanged sentence

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).

DATA KNIGHTS ACQUISITION CAPITAL CORP.

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Continued)

As of March 31, 2023 and 2022, the Class A Common Stock reflected on the balance sheet are reconciled in the following table:

For the Three

As of June 30, 2023 and 2022, the Class A Common Stock reflected on the balance sheet are reconciled in the following table:

Contingently redeemable Class A Common Stock – Opening Balance

13 unchanged sentences

For the Three Months Ended

For the Six Months Ended

Redeemable Class A common shares

6 unchanged sentences

Basic and diluted net income (loss) per non-redeemable common share

DATA KNIGHTS ACQUISITION CAPITAL CORP.

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Continued)

1 unchanged sentence

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 coverage of $250,000.

At March 31, 2023 and 2022, the Company had not experienced losses on this account and management believes the Company is not exposed to significant risks on such account.

At June 30, 2023 and 2022, the Company had 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

12 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, 2023 and 2022, respectively.

There were no unrecognized tax benefits and no amounts accrued for interest and penalties as of June 30, 2023 and 2022, respectively.

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.

Our effective tax rate was ( 225.88 %) and 38.96 % for the three months ended March 31, 2023 and 2022, respectively.

The effective tax rate differs from the statutory tax rate of 21 % for the three months ended March 31, 2023 and 2022, due to transaction costs and the valuation allowance on the deferred tax assets.

DATA KNIGHTS ACQUISITION CAPITAL CORP.

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

Our effective tax rate was 108.96 % and 0 % for the three months ended June 30, 2023 and 2022, respectively.

Our effective tax rate was 392.45 % and 0 % for the six months ended June 30, 2023 and 2022, respectively.

The effective tax rate differs from the statutory tax rate of 21 % for the three months ended June 30, 2023 and 2022, due to transaction costs and the valuation allowance on the deferred tax assets.

SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Continued)

18 unchanged sentences

On March 22, 2022, the Company and ARC entered into the First Amendment to the Introducing Advisor Agreement, pursuant to which both parties agreed that the Company would pay to ARC an additional success fee equivalent to five percent ( 5 %) on any PIPE that was brought by ARC in connection with the Company’s initial business combination upon the closing of the Company’s initial business combination.

DATA KNIGHTS ACQUISITION CAPITAL CORP.

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

RELATED PARTY TRANSACTIONS (Continued)

14 unchanged sentences

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

On March 31, 2023 and December 31, 2022, there is no amount outstanding under the promissory note.

On June 30, 2023 and December 31, 2022, 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.

On March 31, 2023 and December 31, 2022, there is $ 239,081 and $ 207,081 outstanding under the Working Capital Loans, respectively.

DATA KNIGHTS ACQUISITION CAPITAL CORP.

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

On June 30, 2023 and December 31, 2022, there is $ 367,832 and $ 207,081 outstanding under the Working Capital Loans, respectively.

RELATED PARTY TRANSACTIONS (Continued)

11 unchanged sentences

In connection with each such extension, Data Knights, LLC, the Company’s sponsor, caused $ 0.045 per outstanding share of the Company’s Class A Common Stock, or approximately $ 122,920 , deposited in the Trust Account in connection with the exercise of the monthly extension.

In connection with each such extension, the Company will have until April 11, 2023 to consummate a Business Combination(see Note 10).

On March 31, 2023 and December 31, 2022, there is $ 2,914,598 and $ 2,545,838 outstanding under the Extension Loan, respectively.

In connection with each such extension, the Company will have until August 11, 2023 to consummate a Business Combination(see Note 10).

On June 30, 2023 and December 31, 2022, there is $ 3,283,358 and $ 2,545,838 outstanding under the Extension Loan, respectively.

Administrative Services Arrangement

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.

For the three months ended March 31, 2023 and 2022, we have incurred $ 30,000 in fees under this agreement, respectively.

DATA KNIGHTS ACQUISITION CAPITAL CORP.

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

For the three months ended June 30, 2023 and 2022, we have incurred $ 30,000 in fees under this agreement, respectively.

For the six months ended June 30, 2023 and 2022, we have incurred $ 60,000 in fees under this agreement, respectively.

COMMITMENTS AND CONTINGENCIES

19 unchanged sentences

On December 31, 2022, following the execution of the Second Amendment to the Introducing Advisor Agreement, the performance condition for the Equity Issuance was deemed to have been met, and ARC was issued 1,378,517 shares of the Company’s Class B Common Stock, up to 143,766 shares of which are subject to forfeiture if the public stockholders exercise redemption rights with respect to any of the remaining outstanding shares of Class A Common Stock.

DATA KNIGHTS ACQUISITION CAPITAL CORP.

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

WARRANT LIABILITY

15 unchanged sentences

If and when the warrants become redeemable by the Company, the Company may exercise its redemption right even if it is unable to register or qualify the underlying securities for sale under all applicable state securities laws.

DATA KNIGHTS ACQUISITION CAPITAL CORP.

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

WARRANT LIABILITY (Continued)

12 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 and December 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 and December 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.

Accordingly, the Company will classify each warrant as a liability at its fair value, with the change in fair value recognized in the Company’s statement of operations.

DATA KNIGHTS ACQUISITION CAPITAL CORP.

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

STOCKHOLDER’S EQUITY

Preferred Shares — 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, 2023 and December 31, 2022, there were no preferred shares issued or outstanding.

At June 30, 2023 and December 31, 2022, there were no preferred shares issued or outstanding.

Class A Common Stock — The Company is authorized to issue 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, 2023 and December 31, 2022, there were 2,731,544 shares of Class A Common Stock issued and outstanding that were subject to possible redemption and 585,275 shares of non-redeemable Class A Common Stock issued and outstanding that were issued in connection with the private placement (Note 4).

At June 30, 2023 and December 31, 2022, there were 2,731,544 shares of Class A Common Stock issued and outstanding that were subject to possible redemption and 585,275 shares of non-redeemable Class A Common Stock issued and outstanding that were issued in connection with the private placement (Note 4).

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.

3 unchanged sentences

On December 31, 2022, ARC Group Limited, the Company’s Financial Advisor, was granted 1,378,517 shares of Class B common stock with a par value of $ 0.0001 per share, up to 143,766 of which are subject to forfeiture if the Company’s public stockholders exercise redemption rights with respect to any of the Company’s remaining outstanding shares of Class A common stock.

Accordingly, at March 31, 2023 and December 31, 2022, there were 4,253,517 shares of Class B Common Stock issued and outstanding.

Accordingly, at June 30, 2023 and December 31, 2022, there were 4,253,517 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.

2 unchanged sentences

The Company may issue additional common stock or preferred stock to complete its Business Combination or under an employee incentive plan after completion of its Business Combination.

DATA KNIGHTS ACQUISITION CAPITAL CORP.

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

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, 2023 and December 31, 2022 and indicates the fair value hierarchy of the valuation techniques that the Company utilized to determine such fair value:

March 31, 2023

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, 2023 and December 31, 2022 and indicates the fair value hierarchy of the valuation techniques that the Company utilized to determine such fair value:

June 30, 2023

Quoted Prices in

21 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, 2023 and December 31, 2022, 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, 2023 and December 31, 2022.

At March 31, 2023 and December 31, 2022, assets held in the Trust Account were invested solely in BlackRock US Treasury mutual fund of $ 29,725,574 and $ 29,029,416 , 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.

As of June 30, 2023 and December 31, 2022, 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, 2023 and December 31, 2022.

At June 30, 2023 and December 31, 2022, assets held in the Trust Account were invested solely in BlackRock US Treasury mutual fund of $ 29,978,639 and $ 29,029,416 , respectively.

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

6 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.

DATA KNIGHTS ACQUISITION CAPITAL CORP.

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

FAIR VALUE MEASUREMENTS (Continued)

8 unchanged sentences

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

As such, as of March 31, 2023 and December 31, 2022, the Company classified the Public Warrants as Level 1.

As such, as of June 30, 2023 and December 31, 2022, the Company classified the Public Warrants as Level 1.

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

6 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.

For the three months ended March 31, 2023 and December 31, 2022, there were no transfers between levels.

For the three months ended June 30, 2023 and December 31, 2022, 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, 2023

June 30, 2023

December 31, 2022

6 unchanged sentences

Dividend yield (per share)

The change in the fair value of the derivative warrant liabilities for the three months ended March 31, 2023 and 2022 is as follows:

The change in the fair value of the derivative warrant liabilities for the three months ended June 30, 2023 and 2022 is as follows:

Private Warrants

3 unchanged sentences

Change in valuation inputs or other assumptions (1)

Fair value as of March 31, 2023

Fair value as of June 30, 2023

Private Warrants

5 unchanged sentences

( 2,762,640 )

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 the change in fair value of warrant liability in the consolidated statement of operations.

DATA KNIGHTS ACQUISITION CAPITAL CORP.

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

SUBSEQUENT EVENTS

1 unchanged sentence

Based upon this review, the Company did not identified any subsequent events that would have required adjustment or disclosure in the financial statements other than as described below.

On April 17, 2023, the Company withdrew $ 214,850 of interest earned on the Trust account to pay 2022’s income tax payment.

The income tax was paid on April 18, 2023.

On April 19, 2023, the Company elected to exercise its sixth one-month extension to the Termination Date, which extended its deadline to complete its initial business combination to May 11, 2023, by depositing $ 0.045 per share for each Public Share outstanding after giving effect to the redemptions disclosed above, or approximately $ 122,920 , was deposited in the Trust Account.

On April 25, 2023, the Company withdrew $ 73,846 interest earned on the Trust account to pay 2022’s remaining balance and 2023 Q1 prepayment of Delaware Franchise tax.

$ 73,846 was paid to the State of Delaware on May 2, 2023.

On May 11, 2023, the Company elected to exercise its seventh one-month extension to the Termination Date, which extended its deadline to complete its initial business combination to June 11, 2023, by depositing $ 0.045 per share for each Public Share outstanding after giving effect to the redemptions disclosed above, or approximately $ 122,920 , was deposited in the Trust Account.

On July 12, 2023, the Company elected to exercise its eighth of nine one-month extension to the Termination Date, which extended its deadline to complete its initial business combination to August 11, 2023, by depositing $ 0.045 per share for each Public Share outstanding after giving effect to the redemptions disclosed above, or approximately $ 122,920 , was deposited in the Trust Account.

On August 11, 2023, the Company held a “Special Meeting”.

At the Special Meeting, the Company stockholders entitled to vote at the Special Meeting (the “Stockholders”) cast their votes and approved the proposal (the “Trust Amendment Proposal”) to authorize the Company to enter into Amendment No.

2 to the Trust Agreement (the “Trust Agreement Amendment”) to amend the Trust Agreement to allow the Company to extend beyond August 11, 2023 the date by which either the Company must have completed its initial business combination or Continental must liquidate the Trust Account established in connection with the IPO (the “Trust Account”).

Following approval of the Trust Amendment Proposal by the Stockholders, the Company and Continental promptly entered into the Trust Agreement Amendment.

The Company is able to extend its termination date in a series of up to nine (9) one-month extensions until May 11, 2024 in exchange for depositing into Trust Account with Continental Stock Transfer and Trust Company the lesser of $ 75,000 or $ 0.045 per share for each public share outstanding (the “Extension Amount”).

In connection with the voting on the Extension Amendment Proposal and the Trust Amendment Proposal at the Special Meeting, holders of 1,018,846 shares of Class A ordinary shares exercised the right to redeem such shares for cash.

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