Announcement • Nov 09
OneMedNet Corporation completed the acquisition of Data Knights Acquisition Corp. (NasdaqCM:DKDC.A) from Data Knights, LLC and others in a reverse merger transaction.
OneMedNet Corporation executed the non-binding letter of intent to acquire Data Knights Acquisition Corp. (NasdaqCM:DKDC.A) from Data Knights, LLC and others in a reverse merger transaction on March 10, 2022. OneMedNet Corporation signed definitive agreement to acquire Data Knights Acquisition Corp. (NasdaqCM:DKDC.A) from Data Knights, LLC and others for approximately $320 million in a reverse merger transaction on April 25, 2022. OneMedNet Corporation shall pay $117 million in cash along with rollover equity equals to $200 million. Upon completion, a new combined entity will be established named as OneMedNet to be listed under the symbol “ONMD”. As of May 6, 2022, Data Knights Acquisition announced the deposit of an aggregate of $1.15 million into Data Knights’s Trust account for its public stockholders, representing $0.10 per public share, which enables Data Knights to extend the period of time it has to consummate its initial business combination by three months from May 11, 2022 to August 11, 2022. Upon the closing of the transaction, OneMedNet will continue to be led by its Chief Executive Officer Paul Casey. OneMedNet's board will be comprised of seven directors, including Firdauz Edmin Mokhtar, Data Knights current Chief Financial Officer, and five directors appointed by OneMedNet. A least four of the directors will be independent, consistent with the applicable Nasdaq listing rules.The transaction is subject to the receipt of the approval by the stockholders of each of OneMedNet and Data Knights, regulatory approvals, expiration or termination of any anti-trust waiting periods, receipt of specified third-party consents, Data Knights shall have at least $5,000,001 of net tangible assets and cash and cash equivalents of at least $30 million, the members of the post-Closing Data Knights board shall have been elected or appointed as of the Closing, the Registration Statement shall have been declared effective by the SEC, the shares of Data Knights Common Stock issued as Merger Consideration shall have been approved for listing on Nasdaq, execution and delivery of employment agreements, lock-up agreement, non-competition agreement, Data Knights shall have received written resignations, effective as of the closing, of each of the directors and officers of OneMedNet and other customary closing conditions. The transaction has been approved the by Board of Directors of OneMedNet Corporation and Data Knights Acquisition Corp. Data Knights’ Board unanimously recommends that stockholders vote in favor of the merger. If the Closing has not occurred by August 11, 2022, the agreement will be terminated. On August 11, 2022, Data Knights, LLC requested that Data Knights Acquisition Corp extend the date by which the Company has to consummate a business combination from August 11, 2022 to November 11, 2022. The transaction is expected to close in the first quarter of 2023. On November 11, 2022, Data Knights held a virtual special meeting of its stockholders to vote on three proposals. At the special meeting, holders of Data Knights Common Stock voted on and approved, two of the three proposals presented, an extension proposal and a trust amendment proposal (the on the “Extension Amendment Proposal” and the “Trust Amendment Proposal”, respectively). In connection with the voting on the Extension Amendment Proposal and the Trust Amendment Proposal at the special meeting, holders of 8,768,456 shares of Class A Common Stock exercised their right to redeem those shares for cash. Pursuant to the Extension Amendment Proposal and the Trust Amendment Proposal, on or before each of November 11, 2022, December 11, 2022, January 11, 2023, February 11, 2023 and March 11, 2023 the Sponsor caused $0.045 per share of Class A Common Stock to be deposited in the Trust to secure a one-month extension of the deadline for Data Knights to complete its initial business combination, and it in intends to fund a similar payment to the Trust Account on or before April 11, 2023. On July 10, 2023 to be deposited $0.12292 million into Data Knights Acquisition Corp. Trust account, allowing the Data Knights Acquisition Corp. to extend the period of time it has to consummate its initial business combination by one month from July 11, 2023 to August 11, 2023. On August 11, 2023, Data Knights Acquisition caused to be deposited $75,000 into the Company’s trust account for its public stockholders, allowing the Company to extend the date by which the Company may consummate an initial business combination by one month from August 11, 2023 to September 11, 2023. As of September 18, 2022, Data Knights Acquisition announced the deposit of an aggregate of $0.075 million into Data Knights’s Trust account for its public stockholders, representing $0.10 per public share, which enables Data Knights to extend the period of time it has to consummate its initial business combination by three months from September 11, 2023, to October 11, 2023. As of October 12, 2023, the transaction is extended by one month to November 11, 2023, from October 11, 2023, by depositing $0.075 million into Data Knights’s Trust account. As on October 17, 2023, Data Knights shareholders approved the transaction.ARC Group Ltd. is acting as sole financial advisor and capital markets advisor to Data Knights Acquisition Corp. Debbie Klis, Steven P. Eichel, Robert Cocchia, Thomas M. White, Craig Tanner, Marc Kaufman, Katie Hyman and Debra Vernon of Rimon Law Group, P.C. is acting as legal counselors to OneMedNet Corporation. Andy Tucker, Geoffrey P. Vickers, Michelle W. Johnson, Susan E. Stoffer and Larry Shackelford of Nelson Mullins Riley & Scarborough LLP is acting as legal counselors and due diligence providers to Data Knights Acquisition Corp. Nelson Mullins acted as the legal advisor to Data Knights, LLC. Francis Wolf of Continental Stock Transfer & Trust Company acted as transfer agent and Donna M. Ackerly of Laurel Hill Advisory Group, LLC acted as information agent to Data Knights. Marshall & Stevens Incorporated acted as fairness opinion provider to Data Knights. Data Knights agreed to pay Laurel Hill a fee of $11,500.OneMedNet Corporation completed the acquisition of Data Knights Acquisition Corp. (NasdaqCM:DKDC.A) from Data Knights, LLC and others in a reverse merger transaction on November 7, 2023. From November 8, 2023, OneMedNet's shares of common stock and warrants will trade on the Nasdaq Stock Exchange under the ticker symbols "ONMD" and "ONMDW", respectively. Paul Casey, OneMedNet's current Chief Executive Officer will continue to lead OneMedNet's current management team along with Aaron Green, as President, and OneMedNet's founder, Dr. Jeffrey Yu, as Chairman and Chief Medical Officer.