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Correspondence 0001104659-23-000424 from OneMedNet Corp (ONMD)

OneMedNet Corp
Date: Jan. 3, 2023 · CIK: 0001849380 · Accession: 0001104659-23-000424

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File numbers found in text: 333-266274

Referenced dates: December 6, 2022

Date
January 3, 2023
Author
Not clearly detected
Form
CORRESP
Company
OneMedNet Corp

Letter

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'

Show Raw Text
CORRESP
1
filename1.htm

    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'