Data Knights Acquisition Corp.

Having its auditor barred by SEC order forces a re-audit relationship and puts the reliability of previously filed financial statements in question — a real risk for DKDCA-legacy holders that is disclosed here in the routine auditor-ratification section. Companies caught in the Borgers order frequently face filing delays and listing-compliance issues while a successor firm re-examines prior periods. There is no trust or redemption right remaining as protection.

The consideration is $200,000,000 of Data Knights securities reduced by three separate deductions — any shortfall of net working capital against the target amount, Closing Net Indebtedness, and merger transaction expenses — so what OneMedNet's holders receive is the residual after those subtractions, and none of the three is quantified here. Ten amendments in, the number of shares being registered is still blank. The Sponsor and Insiders have committed their Class B shares in favour, and at closing the units separate into Class A shares and public warrants and stop trading as DKDCU.

The consideration is a headline reduced by three separate deductions: $200,000,000, less any shortfall of the Net Working Capital Amount against the Target Net Working Capital Amount, less Closing Net Indebtedness, less any merger transaction expenses. None of the three is known at this version, so the $200,000,000 is a ceiling rather than a price. The Sponsor and the Insiders have agreed to vote all their Class B common stock in favour and to accept transfer restrictions, so what remains open to a public holder is the redemption election rather than the outcome.

Eight amendments in, neither number that matters is stated. The registered share count is a blank on the cover, and the consideration is $200,000,000 reduced by any shortfall against the Target Net Working Capital Amount, by Closing Net Indebtedness and by merger transaction expenses — each determined at closing rather than now. Data Knights' units, common stock and warrants trade on Nasdaq as DKDCU, DKDCA and DKDCW. The Sponsor and the officers and directors have agreed to vote their Class B common stock in favour of the business combination.

The $200,000,000 headline is a ceiling reduced by three deductions: any shortfall of the Net Working Capital Amount against the Target Net Working Capital Amount, the Closing Net Indebtedness, and any merger transaction expenses — none of them quantified at this version. Data Knights' units, common stock and warrants trade on Nasdaq as DKDCU, DKDCA and DKDCW. The Sponsor and the Insiders have agreed to vote all their Class B common stock in favour and to accept transfer restrictions, except on Class B shares received in exchange for Private Placement Warrants.

The consideration is a $200,000,000 headline reduced by three separate deductions before any shares are counted: any shortfall of net working capital against the Target Net Working Capital Amount, the Closing Net Indebtedness, and the merger transaction expenses. With no registered share count on the cover and no per-share figure, a Data Knights holder cannot compute the dilution from this version. The Sponsor and the Insiders have agreed to vote all of their Class B common stock in favour and to take other actions to cause the combination to occur.

The headline is $200,000,000 but three deductions sit in front of it, each defined in the merger agreement rather than stated here: a net working capital shortfall, closing net indebtedness, and transaction expenses. Five amendments in, the cover still gives no share count, so a holder cannot convert that dollar figure into a share of the combined company. OneMedNet's holders receive pro rata shares of whatever the Merger Consideration turns out to be, and holders properly exercising appraisal rights under Delaware law are excluded.

The Merger Consideration is Two Hundred Million U.S. Dollars less three deductions defined only in the merger agreement — a shortfall against the Target Net Working Capital Amount, Closing Net Indebtedness, and Merger transaction expenses — and the portion reaching stockholders is separately defined as the Stockholder Merger Consideration. With no share count on the cover, a Data Knights holder cannot convert any of that into a proportion of the combined company. OneMedNet's holders receive pro rata shares of whatever results.

The Minimum Cash Condition is one-sided: it exists solely for OneMedNet's benefit and only OneMedNet may waive it, and at an assumed $10.00 redemption value no more than 2,231,544 shares — about $22.2 million — may be redeemed for it to be met. Trust held approximately $118,700,000 at July 1, 2022, about $10.32 per share. The PIPE that would relieve the condition is not committed: at least 3,000,000 shares at $10.00 are sought and up to 3,600,000 may be issued, but the filing says there is no assurance it can be arranged and it is not a closing condition.

The Merger Consideration is $200,000,000 of Data Knights securities, reduced by any shortfall of the Net Working Capital Amount against the Target Net Working Capital Amount (floored at zero), by Closing Net Indebtedness and by Merger transaction expenses, so the headline number is a ceiling rather than a value. The cover registers an unstated number of shares, and the special meeting's date and time are bracketed placeholders. Data Knights LLC, the Sponsor, together with the officers and directors, have agreed to vote all of their Class B common stock in favour of the Business Combination.

Merger Consideration is a dollar amount net of three deductions, none of them quantified here: $200,000,000, minus any shortfall of the Net Working Capital Amount against the Target Net Working Capital Amount (floored at zero), minus Closing Net Indebtedness, minus Merger transaction expenses. The resulting share count is exactly what the cover leaves blank, so this amendment states a headline price and no issuable number. The special meeting stands in lieu of the 2022 annual meeting, and its notice reads '[ ] a.m./p.m., Eastern Time on [ ], 2022', so no meeting date is recorded.

The consideration is stated as a value, not a share count: holders of OneMedNet securities receive Data Knights securities with an aggregate value equal to $200,000,000 less deductions the agreement defines. Because the exchange is sized in dollars and the cover's share figure is left blank, this filing supports no dilution estimate at all — neither the numerator nor the denominator is stated. Nothing here is filled in from any other filing.

What changed: 8-K of OneMedNet Corporation. Item 8.01 (other events), incorporated into Item 5.08 (shareholder director nominations): the Board has set September 18, 2026 as the date of the 2026 Annual Meeting, with a record date of August 11, 2026. Because that date moved more than 30 calendar days from the anniversary of the December 17, 2025 annual meeting, the Rule 14a-8 and bylaw deadlines stated in the 2025 proxy have been reset. Matters to be voted on will be in the definitive proxy statement to be filed. Why it matters: Every stockholder deadline is now August 5, 2026: proposals for inclusion in the proxy materials, proposals presented outside the proxy, director nominations, and the Rule 14a-19 notice of intent to solicit proxies in an election contest. That is twelve days after this report and six days before the August 11, 2026 record date, so a holder must act before the date on which entitlement to vote is fixed.

What changed: OneMedNet Corporation, the Data Knights Acquisition Corp. successor, entered a Standby Equity Purchase Agreement dated July 1, 2026 with YA II PN, Ltd. under which the company has the right, but not the obligation, to issue and sell up to $25 million of common stock to the investor from time to time during the commitment period by delivering advance notices. The shares are listed on the Nasdaq Global Market under ONMD and are offered in reliance on Section 4(a)(2) of the Securities Act or another available exemption. Why it matters: A standby equity purchase agreement is an equity line: the company draws capital by issuing stock at a formula discount to recent trading prices whenever it needs cash, so the share count expands as the price falls. A $25 million commitment at a company of this size is a large multiple of its market value, making the facility the dominant influence on the register. For former DKDCA holders it guarantees funding but at the cost of continuous, price-sensitive dilution.