Form 425 - Prospectuses and communications, business combinations
17 10월 2023 - 10:29PM
Edgar (US Regulatory)
UNITED
STATES
SECURITIES
AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 8-K
CURRENT REPORT
Pursuant to Section 13 or
15(d) of
the Securities Exchange Act of 1934
Date of Report (Date of
earliest event reported): October 13, 2023
DATA KNIGHTS ACQUISITION CORP.
(Exact name of registrant as specified in its charter)
Delaware
(State or other jurisdiction of incorporation)
001-40386 |
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86-2076743 |
(Commission
File Number) |
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(IRS Employer
Identification No.) |
Unit
G6, Frome Business Park, Manor Road
Frome
United Kingdom, BA11 4FN
(Address of principal executive offices) (Zip Code)
Registrant’s telephone number, including
area code +44 203
833 4000
N/A
(Former name or former address, if changed since
last report)
Check the appropriate box below if the Form 8-K
filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:
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x |
Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) |
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¨ |
Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) |
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¨ |
Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) |
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¨ |
Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c)) |
Securities registered pursuant to Section 12(b)
of the Act:
Title of Each Class |
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Trading
Symbol(s) |
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Name of Each Exchange on Which Registered |
Units, each consisting of one share of Class A Common Stock and one Redeemable Warrant |
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DKDCU |
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The Nasdaq Stock Market LLC |
Class A Common Stock, $0.0001 par value per share |
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DKDCA |
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The Nasdaq Stock Market LLC |
Redeemable Warrants, each exercisable for one share of Class A Common Stock at an exercise price of $11.50 per share |
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DKDCW |
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The Nasdaq Stock Market LLC |
Indicate by check mark whether the registrant
is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the
Securities Exchange Act of 1934 (§240.12b-2 of this chapter).
Emerging growth company x
If an emerging growth company, indicate by check
mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting
standards provided pursuant to Section 13(a) of the Exchange Act.
Revision to Proxy Card
On October 2, 2023, Data Knights Acquisition Corp.,
a Delaware corporation (the “Company”), caused to be delivered to the shareholders of the Company (the “Shareholders”)
a proxy card (the “Proxy Card”) in connection with the special meeting of the Shareholders scheduled for October
17, 2023 (the “Special Meeting”) to approve certain actions related the Company’s previously announced
proposed transaction with OneMedNet Corporation, a Delaware corporation (the “Proposed Transaction”), pursuant
to the Company’s Registration Statement on Form S-4 (the “Proxy Statement”) filed with the Securities
and Exchange Commission the (“SEC”) on September 21, 2023 and declared effective on September 22, 2023. This
Current Report on Form 8-K is filed to resolve scriveners’ errors with regards to Proposal 4 – Director Election Proposal
of the Proxy Card to reflect the Proposal as correctly stated on the Proxy Statement. The Class III director nominees are Dr. Jeffrey
Yu and R. Scott Holbrook. Dr. Christoph Zindel is not a director nominee.
In connection with the Special Meeting, Shareholders
were issued a recommendation using the Proxy Statement as the prevailing document.
Additional Information and Where to Find It
This Current Report on Form 8-K is provided for
informational purposes only and has been prepared to assist interested parties in making their own evaluation with respect to the Proxy
Statement. All proposals are described in detail in the Proxy Statement.
No Offer or Solicitation
This Current Report on Form 8-K is not a proxy
statement or solicitation of a proxy, consent or authorization with respect to any securities or in respect of the Proxy Statement and
shall not constitute an offer to sell or a solicitation of an offer to buy any securities nor shall there be any sale of securities in
any state or jurisdiction in which such offer, solicitation, or sale would be unlawful prior to registration or qualification under the
securities laws of any such state or jurisdiction. No offer of securities shall be made except by means of a prospectus meeting the requirements
of Section 10 of the Securities Act of 1933, as amended, or exemptions therefrom.
Participants in Solicitation
The Company and its directors and executive officers
may be deemed participants in the solicitation of proxies from Shareholders in connection with the Proposed Transaction. Shareholders
and other interested persons may obtain, without charge, more detailed information regarding the directors and officers of Company in
Company’s Annual Report on Form 10-K for the fiscal year ended December 31, 2022, which was filed with the SEC on March 31, 2023.
Information regarding the persons who may, under SEC rules, be deemed participants in the solicitation of proxies to Shareholders in connection
with the Proxy Statement are set forth in the Proxy Statement. Additional information regarding the interests of participants in the solicitation
of proxies in connection with the Proposed Transaction are included in the Proxy Statement.
104 |
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Cover Page Interactive Data File (Embedded within the Inline XBRL document and included in Exhibit) |
SIGNATURES
Pursuant to the requirements
of the Securities Exchange Act of 1934, as amended, the Company has duly caused this report to be signed on its behalf by the undersigned
hereunto duly authorized.
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DATA KNIGHTS ACQUISITION CORP. |
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Date: October 17, 2023 |
By: |
/s/ Barry Anderson |
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Barry Anderson |
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Chief Executive Officer |
Data Knights Acquisition (NASDAQ:DKDCU)
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Data Knights Acquisition (NASDAQ:DKDCU)
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