Current Report Filing (8-k)

 

 

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		86-2076743
(Commission File Number)		(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:

 

	¨	Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
	¨	Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
	¨	Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
	¨	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		Trading Symbol(s)		Name of Each Exchange on Which Registered
Units, each consisting of one share of Class A Common Stock and one Redeemable Warrant		DKDCU		The Nasdaq Stock Market LLC
Class A Common Stock, $0.0001 par value per share		DKDC		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		DKDCW		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

–

–

 

 

 

 

Item 8.01.

Other Events.

 

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.

 

Item 9.01.

Exhibits.

 

Exhibit Number			Description of Exhibit
3.1			First Amendment to the Second Amended and Restated Certificate of Incorporation.
10.1			Amendment No. 1 to Investment Management Trust Agreement.
104			Cover Page Interactive Data File (Embedded within the Inline XBRL document and included in Exhibit).

 

 

 

 

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.

 

	DATA KNIGHTS ACQUISITION CORP.
Date: November 14, 2022	By:	/s/ Barry Anderson
		Barry Anderson
		Chief Executive Officer