Current Report Filing (8-k)
15 Novembre 2022 - 12:22PM
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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): November 11, 2022
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
(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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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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DKDC |
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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.
Item 1.01. |
Entry into a Material Definitive Agreement. |
Amendment of Trust Agreement
The information contained
in Item 8.01 of the Company’s Current Report on Form 425 filed with the SEC on November 8, 2022, is incorporated herein by reference.
On May 11, 2021, Data Knights
Acquisition Corp., a Delaware corporation (the “Company”), consummated its initial public offering (the “Offering”).
In connection therewith, the Company entered into an Investment Management Trust Agreement, dated May 6, 2021, by and between the Company
and Continental Stock Transfer & Trust Company, as trustee (“Continental”) (the “Trust Agreement”). A form
of the Trust Agreement was initially filed as an exhibit to the Company’s Registration Statement on Form S-1 (File No. 333-254029)
for the Offering.
On November 11, 2022, at 10:00
a.m. ET, the Company held a virtual special meeting of its stockholders at https://www.cstproxy.com/dataknights/ext2022, pursuant to due
notice. At the special meeting, Company stockholders entitle to vote at the special meeting cast their votes and approved the Trust Amendment
Proposal, pursuant to which the Trust Agreement was amended to extend the date on which Continental must liquidate the Trust Account (the
“Trust Account”) established in connection with the IPO if the Company has not completed its initial business combination,
from November 11, 2022 to August 11, 2023 (or such earlier date after November 11, 2022, as determined by the Data Knights Board).
Item 3.03. |
Material Modification to Rights of Security Holders. |
Amendment of Certificate
of Incorporation
As described in Item 5.03
below, the stockholders of the Company approved the First Amendment to the Second Amended and Restated Certificate of Incorporation of
the Company at the November 11, 2022, special meeting, and the Company subsequently filed the First Amendment to the Second Amended and
Restated Certificate of Incorporation with the Secretary of State of the State of Delaware.
Item 5.03. |
Articles of Incorporation or Bylaws. |
The stockholders of the Company
approved the First Amendment to the Second Amended and Restated Certificate of Incorporation of the Company at the November 11, 2022,
special meeting, giving the Company the right to extend the date by which the Company must (i) consummate a merger, capital stock exchange,
asset acquisition, stock purchase, reorganization or similar business combination involving the Company and one or more businesses (a
“business combination”), (ii) cease its operations if it fails to complete such business combination, and (iii) redeem or
repurchase 100% of the Company’s Class A common stock included as part of the units sold in the Company’s initial public offering
that was closed on May 11, 2021 (the “IPO”) from November 11, 2022 (the “Termination Date”) up to nine (9) one-month
extensions to August 11, 2023 (the “Extension Amendment Proposal”).
Following receipt of stockholder
approval of the Extension Amendment Proposal, filed the First Amendment to the Second Amended and Restated Certificate of Incorporation
with the Secretary of State of the State of Delaware. The full text of the Second Amended and Restated Certificate of Incorporation is
included as Exhibit 3.1 hereto.
Item 5.07. |
Submission of Matters to a Vote of Security Holders. |
On November 11, 2022, at 10:00
a.m. ET, the Company held a virtual special meeting of its stockholders at https://www.cstproxy.com/dataknights/ext2022, pursuant to due
notice. On the record date of October 24, 2022, the Company had 14,960,275 shares entitled to vote at the special meeting. At the special
meeting, holders of the Company’s common stock (the “Stockholders”) voted on two of the three proposals presented, each
as described in the proxy statement/prospectus dated October 27, 2022, and cast their votes as described below:
Proposal 1- Extension Amendment Proposal
The Stockholders approved
the Extension Amendment Proposal, giving the Company the right to extend the date by which the Company must (i) consummate a merger, capital
stock exchange, asset acquisition, stock purchase, reorganization or similar business combination involving the Company and one or more
businesses (a “business combination”), (ii) cease its operations if it fails to complete such business combination, and (iii)
redeem or repurchase 100% of the Company’s Class A common stock included as part of the units sold in the Company’s initial
public offering that was closed on May 11, 2021 (the “IPO”) from November 11, 2022 (the “Termination Date”) up
to nine (9) one-month extensions to August 11, 2023. The following is a tabulation of the voting results:
Common Stock:
Votes For | | |
| Votes Against | | |
| Abstentions | | |
| Broker Non-Votes | |
| | |
| | | |
| | | |
| | |
10,778,720 | | |
| 927,198 | | |
| – | | |
| – | |
Proposal 2 - Trust Amendment Proposal
The Stockholders approved
the Trust Amendment Proposal, pursuant to which the Investment Management Trust Agreement (the “Trust Agreement”), dated May
11, 2021, by and between the Company and Continental Stock Transfer & Trust Company, as trustee (“Continental”), was amended
to extend the date on which Continental must liquidate the Trust Account (the “Trust Account”) established in connection with
the IPO if the Company has not completed its initial business combination, from November 11, 2022 to August 11, 2023 (or such earlier
date after November 11, 2022, as determined by the Data Knights Board). The following is a tabulation of the voting results:
Common Stock:
Votes For | | |
Votes Against | | |
Abstentions | | |
Broker Non-Votes | |
| | |
| | | |
| | | |
| | |
10,778,719 | | |
| 927,199 | | |
| – | | |
| – | |
Redemption of Shares
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 at an approximate price of $10.42 per share, for an aggregate of approximately
$91.4 million. Following the payment of the redemptions, the Trust Account had a balance of approximately $28.5 million.
Deposit of Extension
Funds
In connection with approval
of the Extension Amendment Proposal and the Trust Amendment Proposal, Data Knights, LLC, the Company’s sponsor, caused $0.045 per
outstanding share of the Company’s Class A Common Stock, giving effect to the redemptions disclosed above, or approximately $122,920,
to be deposited in the Trust Account in connection with the exercise of the first monthly extension of the Extended Date to December 11,
2022.
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: November 14, 2022 |
By: |
/s/ Barry Anderson |
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Barry Anderson |
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Chief Executive Officer |
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