Correspondence 0001104659-23-000424 from OneMedNet Corp (ONMD)
OneMedNet Corp
Date: Jan. 3, 2023 · CIK: 0001849380 · Accession: 0001104659-23-000424
AI Filing Summary & Sentiment
File numbers found in text: 333-266274
Referenced dates: December 6, 2022
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NELSON MULLINS RILEY & SCARBOROUGH
LLP
ATTORNEYS AND COUNSELORS AT LAW
Larry Shackelford
T: 404.322.6173
larry.shackelford@nelsonmullins.com
201 17th Street NW, Suite 1700
Atlanta, GA 30363
T: 404.322.6000 F: 404.322.6050
nelsonmullins.com
January 3, 2023
Via EDGAR
Division of Corporation Finance
Securities and Exchange Commission
100 F Street, N.E.
Washington, DC 20549
Attention: Ms. Taylor Beech
Ms. Erin Jaskot
RE: Data Knights Acquisition Corp.
Amendment No. 3 to Registration on Form S-4
Filed January 3, 2023
File No. 333-266274
Ladies and Gentlemen:
On behalf of Data Knights Acquisition Corp. (the “Company”),
we are hereby responding to the letter dated December 6, 2022 (the “Third Comment Letter”) from the staff (the “Staff”)
of the Securities and Exchange Commission (“SEC” or the “Commission”), regarding the Company’s Amendment
No. 2 to Registration Statement on Form S-4 filed November 10, 2022 (the “Registration Statement”). In response
to the Third Comment Letter and to update certain information in the Registration Statement, the Company is submitting its Amendment
No. 3 to the Registration Statement (the “Amended Registration Statement”) with the Commission today.
Capitalized terms used but not defined in this letter have the meanings
as defined in the Amended Registration Statement.
For ease of reference, the text of the Staff’s comment is included
in bold-face type below, followed by the Company’s response.
California
| Colorado | District of Columbia | Florida | Georgia | Maryland | Massachusetts
Minnesota
| New York | North Carolina | Ohio | South Carolina | Tennessee | Texas | Virginia | West Virginia
Securities and Exchange Commission
January 3, 2023
Page 2
Amendment No. 2 to Registration Statement on Form S-4
Filed November 10, 2022
Questions and Answers About the
Proposals, page 10
1. We reissue comment 11 in part. Please include a question
and answer regarding the risk that failure to close a PIPE Investment could leave the post-merger
entity undercapitalized, and explain the consequences if this were to occur.
Response: The Amended Registration Statement has been
revised on page 20 to add question and answer regarding the risk that failure to close a PIPE Investment could leave the
post-merger entity undercapitalized, and explain the consequences if this were to occur.
2. We note your response to comment 14. However, we note
on page 15 you state that the board obtained a third-party fairness opinion in connection
with their determination to approve the Business Combination, and that the fairness opinion
coupled with the officers' and directors' experience and backgrounds enabled them to make
the necessary analysis and determinations regarding the Business Combination. Please reconcile
this with your revised disclosure indicating that the board did not obtain the fairness opinion
until after approving the business combination.
Response: The Amended Registration Statement has been revised
on page 15 to clarify that the board’s approval of the Business Combination did not rely on the fairness opinion and that
the fairness opinion only served to confirm the analysis and judgment of the board in approving the Business Combination.
Q: What equity stake will current
stockholders of Data Knights hold after the Closing?, page 11
3. We reissue comment 3, as we are not able to locate
the responsive disclosure. Please amend your disclosure to show the potential impact of redemptions
on the per share value of the shares owned by non-redeeming shareholders at each redemption
level in your sensitivity analysis, taking into account not only the money in the trust account,
but the post-transaction equity value of the combined company. Your disclosure should show
the impact of certain equity issuances on the per share value of the shares, including the
exercises of public and private warrants, and the issuance of any potential PIPE shares.
Response: The Amended Registration Statement has been
revised on page 13 to show the potential impact of redemptions on the per share value of the shares owned by non-redeeming
shareholders at each redemption level in our sensitivity analysis, taking into account not only the money in the trust account, but
the post-transaction equity value of the combined company, and showing the impact of potential equity issuances on the per share
value of the shares, including the exercises of public and private warrants, and the issuance of any potential PIPE shares.
Securities and Exchange Commission
January 3, 2023
Page 3
Q: How will Data Knights' Sponsor,
directors, and officers vote?, page 16
4. We reissue comment 6. Please further revise to disclose
the number of Public Shares that would need to be voted in favor of the Business Combination
for it to be approved assuming only a quorum is present. In this regard, we note that only
a majority of the votes cast by the stockholders present in person or represented by proxy
at the meeting and entitled to vote thereon are required to approve the Business Combination.
Response: The Amended Registration Statement has been
revised on page 16 to disclose that no Public Shares would need to be voted in favor of the Business Combination
for it to be approved assuming only a quorum is present or otherwise.
Q: What interests do Data Knights' current officers and directors
have in the Business
Combination?, page 16
5. We reissue comment 7. Where you disclose the various
security ownership interests of the Sponsor, directors and officers, revise to include the
approximate dollar value of the interest based on the transaction value and recent trading
prices as compared to the price paid. In this regard, we note that you do not quantify the
current value of the Placement Units or Founder Shares. Please also quantify the value of
any out-of-pocket expenses. Lastly, disclose that the Sponsor requested that the Company
extend the date by which the Company has to consummate a business combination and deposited
an aggregate of $1,150,000 (representing $0.10 per public share) into the Company’s
trust account on August 11, 2022. Please include similar disclosure elsewhere in the
prospectus where you discuss the interests of the Sponsor, directors and officers.
Response: The Amended Registration Statement has been
revised on page 18 and elsewhere where the interests of the Sponsor, directors and officers are discussed to disclose the
approximate dollar value of the interests based on the transaction value and recent trading prices as compared to the price paid,
including with respect to the Placement Units and Founder Shares, and including the value of any out-of-pocket expenses. In
addition, the Amended Registration Statement has been revised on pages 17, 18 and elsewhere where the interests of the Sponsor,
directors and officers are discussed to disclose that the Sponsor requested that the Company extend the date by which the Company
has to consummate a business combination and deposited an aggregate of $1,150,000 (representing $0.10 per public share) into the
Company’s trust account on August 11, 2022, as well as the subsequent extensions on November 11, 2022 and
December 11, 2022.
Securities and Exchange Commission
January 3, 2023
Page 4
Risk Factors
If Data Knights is not able to
complete the PIPE..., page 78
6. We note your revised disclosure and reissue comment
11 in part. Please discuss how failure to close a PIPE investment could impact your ability
to meet the minimum cash condition for closing set forth in Section 7.1(h) of the
Merger Agreement, and revise your disclosure throughout your filing to clarify that the minimum
cash condition is a condition to closing. Clarify in your new risk factor on page 77
the potential impact of redemptions on the minimum cash condition.
Response: The Amended Registration Statement has been
revised on page 79 to discuss how failure to close a PIPE investment could impact the Company’s ability to meet the
Minimum Cash Condition, on page 79 and elsewhere where the conditions to closing are discussed to clarify
that the Minimum Cash Condition is a condition to closing, and on page 79 to clarify the potential impact of redemptions on
the Minimum Cash Condition.
Background of the Business Combination,
page 101
7. We note your revised disclosure in response to comment
16. Revise to elaborate upon how you "deemed a potential business combination target
compelling enough" to pursue execution of an initial non-binding letter of intent. Please
further revise to clarify when and how you contacted OneMedNet or were contacted by OneMedNet
and when you decided to pursue discussions solely with OneMedNet.
Response: The Amended Registration Statement has been
revised on page 104 to disclose how the Company deemed a potential business combination target compelling enough to pursue
execution of an initial non-binding letter of intent, how the Company and OneMedNet were first introduced and when the Company
determined to pursue discussions solely with OneMedNet.
8. We reissue comment 19. We note your disclosure indicates
that the only material terms negotiated were the representations and warranties and the treatment
of options and warrants issued by OneMedNet. If true, please state as much in your filing
and explain why other material terms, such as the formula to determine the amount of the
consideration, closing conditions such as the minimum cash condition, the no-shop provision,
the PIPE investment, governance of the post-combination company, termination provisions, etc.
were not negotiated. If not, please substantially revise your disclosure in this section
to include a chronological description of the negotiations relating to material terms of
the transaction and ancillary agreements, including, but not limited to, the type of consideration
to be paid, the financial projections and any discussions relating to the assumptions underlying
such projections, the control and governance of the postcombination company, director designation
rights and organizational documents, closing conditions, the no-shop provision, the PIPE
investment, the lock up provisions, and consideration of significant customers of OneMedNet.
In your revised disclosure, please explain the the issues and terms discussed at the meetings,
each party's position on such issues, and how you reached agreement on the final terms. Your
disclosure should illustrate how the material terms of the Merger Agreement evolved throughout
the exchange of drafts, and if applicable, describe how the material terms differed from
the letter of intent. In this regard, we note your disclosure that the board considered the
fact that the terms and conditions of the Merger Agreement were the product of arm’s
length negotiations between Data Knights and OneMedNet as part of it's basis for approving
the transaction.
Response: The Amended Registration Statement has been
revised on pages 105-106 to confirm that the only material terms negotiated were the representations and warranties, the
treatment of options and warrants issued by OneMedNet, the terms of the PIPE commitment and the Minimum Cash Condition.
Securities and Exchange Commission
January 3, 2023
Page 5
9. We note your disclosure that on March 8, 2022
relating to Data Knights obligation to secure a PIPE of at least $10 million. We note similar
placeholder language on page 103. Please revise your disclosure to indicate the discussions
relating to the obligation to obtain a PIPE financing of $30 million, including how the parties
decided on an amount of $30 million.
Response: The Amended Registration Statement has been
revised on page 106 to disclose the discussions relating to the obligation of the Company to pursue a PIPE financing of $30
million, including the basis for selecting $30 million as the target amount.
The Board's Reasons for Approval
of the Business Combination, page 105
10. We note your response to comment 23 that the Data
Knights board considered a comparable companies analysis prepared by the Company’s
management with the assistance of ARC in evaluating the valuation of OneMedNet; however,
you only include the comparable companies analysis prepared by Marshall & Stevens
in your filing. Please revise to also summarize the comparable companies analysis prepared
by the Company’s management with the assistance of ARC upon which the Data Knights
board relied and disclose the data points for such companies and how they were used to determine
the valuation range.
Response: The Amended Registration Statement has been revised
on pages 108-109 to disclose the comparable companies analysis considered by the Data Knights board.
11. We reissue comment 25. You disclose that Data Knights'