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Correspondence 0001104659-23-077714 from OneMedNet Corp (ONMD)

OneMedNet Corp
Date: July 3, 2023 · CIK: 0001849380 · Accession: 0001104659-23-077714

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File numbers found in text: 333-266274

Referenced dates: April 26, 2023

Date
July 3, 2023
Author
M. Tucker
Form
CORRESP
Company
OneMedNet Corp

Letter

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

Show Raw Text
CORRESP
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filename1.htm

                                                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