Correspondence 0001104659-23-077714 from OneMedNet Corp (ONMD)
OneMedNet Corp
Date: July 3, 2023 · CIK: 0001849380 · Accession: 0001104659-23-077714
AI Filing Summary & Sentiment
File numbers found in text: 333-266274
Referenced dates: April 26, 2023
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NELSON MULLINS RILEY & SCARBOROUGH LLP
ATTORNEYS AND COUNSELORS AT LAW
Andrew M. Tucker
T: 202.689.2987
andy.tucker@nelsonmullins.com
101 Constitution Ave, NW, Suite 900
Washington, DC 20001
T: 202.689.2800 F: 202.689.2860
nelsonmullins.com
July 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. 6 to Registration
on Form S-4
Filed [-], 2023
File No. 333-266274
On behalf of Data Knights Acquisition Corp. (the
“Company”), we are hereby responding to the letter dated April 26, 2023 (the “Sixth Comment Letter”) from
the staff (the “Staff”) of the Securities and Exchange Commission (“SEC” or the “Commission”), regarding
the Company’s Amendment No. 5 to Registration Statement on Form S-4 filed April 11, 2023 (the “Registration
Statement”). In response to the Sixth Comment Letter and to update certain information in the Registration Statement, the Company
is submitting its Amendment No. 6 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.
OneMedNet Revenue Projections, page 117
1. We note that the projections
the Board relied upon in conducting their valuation analysis assumed OneMedNet's revenue
for 2022 would be $3.8 million, yet you disclose that OneMedNet's actual revenue for 2022
was $1.53 million. Given the disparity in actual and projected revenue, please tell us whether
management expects the results for future periods to differ materially from the projections,
and describe what consideration the Board gave to obtaining updated projections or a lack
of reliance upon the projections. Further, please amend your disclosure in this section to
discuss whether the 2022 actual results have altered the Board's consideration and decision
to recommend the business combination and explain why the board is still recommending the
transaction if results materially differ from these projections.
Response: The Amended Registration Statement
has been revised on page 122- 123 to address the disparity in actual and projected revenue and management’s approach and expectations
in connection therewith. We have also added a new risk factor on page(s) 57 of the Amended Registration Statement to discuss the
risks to shareholders in connection with projections presented in the same.
California
| Colorado | District of Columbia | Florida | Georgia | Illinois | Maryland | Massachusetts | Minnesota
New
York | North Carolina | Ohio | Pennsylvania | South Carolina | Tennessee | Texas | Virginia | West Virginia
Securities and Exchange Commission
July 3, 2023
Page 2
Executive Compensation of OneMedNet
Outstanding Equity Awards, page 198
2. We note your revised disclosure
in response to comment 5 and reissue our comment in part. Please include the disclosure required
by Item 402(p). Refer to Item 18(a)(7)(ii) of Form S-4.
Response: The Amended Registration Statement
has been revised on page 202 to include a tabular disclosure to comply with the requirements of Item 402(p).
General
3. We note your revised disclosure
in response to comment 7 and reissue our comment in part. Please revise the disclosure throughout
so the following is clear to investors:
· The
anticipated timing of the SEPA Financing and the name of the counterparty. In this regard,
we note your disclosure states it may occur "in the very near future." Clarify
whether you expect this to occur prior to the effectiveness of this registration statement
and/or the closing of the business combination;
· Whether
you would issue shares at a discount in the SEPA Financing, and, if so, include a risk factor
indicating that shares issued at a discount could result in negative pressure on your stock
price following the Business Combination;
· The
total potential dilutive impact of the SEPA at each of the redemption levels detailed in
your sensitivity analysis. In this regard, it appears you have only presented the potential
dilution as of a date immediately after the business combination, yet you disclose elsewhere
that you have received a term sheet for a SEPA Financing for up to $50 million;
· Revise
the Background of the Business Combination section beginning on page 106 to include
a discussion of negotiations relating to the SEPA Financing, including background on when
and why you decided to pursue this additional financing arrangement and the status of such
arrangements; and
Securities and Exchange Commission
July 3, 2023
Page 3
· Revise
the risk factor on page 70 to present the ownership of the post-combination company
without including the PIPE financing and consistent with the presentation elsewhere in the
filing.
Response: The Amended Registration Statement
has been revised to remove all references to the SEPA given that it is no longer being pursued.
* * * * *
Given the Company’s time constraints to
complete the Business Combination, we would be very appreciative of the Staff’s expeditious review of the Company’s responses
and updates to the Amended Registration Statement. Please contact me with any questions or follow up requests. I can be reached at 202-689-2987
or andy.tucker@nelsonmullins.com. Thank you very much for your assistance.
Very
truly yours,
Andrew
M. Tucker
AMT