Full Press Release Details
INDEX TO FINANCIAL STATEMENTS
| Page | |
| Report of Independent Registered Public Accounting Firm | F-2 |
| Balance Sheet | F-3 |
| Notes to Balance Sheet | F-4 |
REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING
To the Stockholders and Board of Directors of
Data Knights Acquisition Corp.
Opinion on the Financial Statement
We have audited the accompanying balance sheet
of Data Knights Acquisition Corp. (the "Company") as of May 11, 2021, and the related notes (collectively referred to as the
"financial statement"). In our opinion, the financial statement presents fairly, in all material respects, the financial position
of the Company as of May 11, 2021, in conformity with accounting principles generally accepted in the United States of America.
This financial statement is the responsibility
of the Company's management. Our responsibility is to express an opinion on the Company's financial statement based on our audit. We are
a public accounting firm registered with the Public Company Accounting Oversight Board (United States) ("PCAOB") and are required
to be independent with respect to the Company in accordance with the U.S. federal securities laws and the applicable rules and regulations
of the Securities and Exchange Commission and the PCAOB.
We conducted our audit in accordance with the
standards of the PCAOB. Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial
statement is free of material misstatement, whether due to error or fraud. The Company is not required to have, nor were we engaged to
perform, an audit of its internal control over financial reporting. As part of our audit, we are required to obtain an understanding of
internal control over financial reporting but not for the purpose of expressing an opinion on the effectiveness of the Company's internal
control over financial reporting. Accordingly, we express no such opinion.
Our audit included performing procedures to assess
the risks of material misstatement of the financial statement, whether due to error or fraud, and performing procedures that respond to
those risks. Such procedures included examining, on a test basis, evidence regarding the amounts and disclosures in the financial statement.
Our audit also included evaluating the accounting principles used and significant estimates made by management, as well as evaluating
the overall presentation of the financial statement. We believe that our audit provides a reasonable basis for our opinion.
We have served as the Company's auditor since 2021.
Data Knights Acquisition Corp.
| ASSETS | ||||
| Current asset - cash | $ | 25,000 | ||
| Total Current Assets | 25,000 | |||
| Cash Held in Trust acct | 118,834,560 | |||
| TOTAL ASSETS | $ | 118,859,560 | ||
| LIABILITIES AND STOCKHOLDERS' EQUITY | ||||
| Current Liabilities | ||||
| Accrued expense and other payable | $ | 39,542 | ||
| Promissory note- related party | 78,925 | |||
| Total Current Liabilities | 118,467 | |||
| Warrant liability | 11,176,949 | |||
| Deferred underwriter fee payable | 4,025,000 | |||
| TOTAL LIABILITIES | 15,320,416 | |||
| Commitments and Contingencies | ||||
| Class A common stock subject to possible redemption; 9,660,700 shares at redemption value, respectively | 98,539,143 | |||
| Stockholders' Equity | ||||
| Preferred stock, $0.0001 par value; 1,000,000 shares authorized; none issued and outstanding | - | |||
| Class A common stock, $0.0001 par value; 100,000,000 shares authorized; 2,424,575 issued and outstanding (excluding 9,660,700 shares subject to redemption), respectively | 243 | |||
| Class B common stock, par value $0.0001; 10,000,000 shares authorized; 2,875,000 issued and outstanding | 288 | |||
| Additional paid-in capital | 5,624,421 | |||
| Accumulated deficit | (624,951 | ) | ||
| Total Stockholders' Equity | 5,000,001 | |||
| TOTAL LIABILITIES AND STOCKHOLDERS' EQUITY | $ | 118,859,560 |
The accompanying notes are an integral part
of this financial statement
DATA KNIGHTS ACQUISITION CORP.
NOTES TO FINANCIAL STATEMENTS
NOTE 1. DESCRIPTION OF ORGANIZATION, BUSINESS
OPERATIONS AND GOING CONCERN
Data Knights Acquisition Corp. (the "Company")
is a blank check company incorporated in the State of Delaware on February 8, 2021. The Company was formed for the purpose of acquiring,
engaging in a share exchange, share reconstruction and amalgamation with, purchasing all or substantially all of the assets of, entering
into contractual arrangements with, or engaging in any other similar business combination with one or more businesses or entities ("Business
Combination"). Although the Company is not limited to a particular industry or geographic region for purposes of consummating a
Business Combination, the Company intends to focus on a business focus on the data centers and internet technology sectors.
11, 2021, the Company had not commenced any operations. All activity for the period from February 8, 2021 (inception) through May 11,
2021 relates to the Company's formation and the initial public offering (the "Initial Public Offering") described below.
The Company will not generate any operating revenues until after the completion of its initial Business Combination, at the earliest.
The Company will generate non-operating income in the form of interest income on cash and cash equivalents from the
proceeds derived from the Initial Public Offering. The Company has selected December 31 as its fiscal year end.
The Company's sponsor
is Data Knights, LLC, a Delaware limited liability company (the "Sponsor"). The registration statement for the Company's
Initial Public Offering was declared effective on May 6, 2021. On May 11, 2021, the Company consummated its Initial Public Offering
of 11,500,000 units (the "Units" and, with respect to the Class A common stock included in the Units being offered,
the "Public Shares"), at $10.00 per Unit, generating gross proceeds of $115,000,000, and incurring offering costs of
$6,760,812, of which $4,025,000 was for deferred underwriting commissions (see Note 5). The Company granted the underwriter a 45-day option
to purchase up to an additional 1,500,000 Units at the Initial Public Offering price to cover over-allotments, if any. To date, the
over-allotment option has not been exercised.
Simultaneously with the consummation of the closing
of the Offering, the Company consummated the private placement of an aggregate of 585,275 units (the "Private Placement Units")
to Data Knights, LLC, the sponsor of the Company (the "Sponsor"), at a price of $10.00 per Private Placement Unit, generating
total gross proceeds of $5,852,750 (the "Private Placement"). (see Note 4).
Following the closing
of the Initial Public Offering on May 11, 2021, an amount of $117,300,000 ($10.20 per Unit) from the net proceeds of the sale of
the Units in the Initial Public Offering and the sale of the Placement Units was placed in a trust account (the "Trust Account"),
located in the United States and held as cash items or invested only in U.S. government securities, within the meaning set forth in Section 2(a)(16)
of the Investment Company Act of 1940, as amended (the "Investment Company Act"), with a maturity of 185 days or less or in
any open-ended investment company that holds itself out as a money market fund selected by the Company meeting the conditions of paragraph
(d) of Rule 2a-7 of the Investment Company Act, as determined by the Company, until the earlier of: (i) the completion
of a Business Combination and (ii) the distribution of the assets held in the Trust Account, as described below.
The Company will provide its stockholders with the
opportunity to redeem all or a portion of their Public Shares upon the completion of a Business Combination either (i) in connection with
a stockholder meeting called to approve the Business Combination or (ii) by means of a tender offer. In connection with a proposed Business
Combination, the Company may seek stockholder approval of a Business Combination at a meeting called for such purpose at which stockholders
may seek to redeem their shares, regardless of whether they vote for or against a Business Combination. The Company will proceed with
a Business Combination only if the Company has net tangible assets of at least $5,000,001 upon such consummation of a Business Combination
and, if the Company seeks stockholder approval, a majority of the outstanding shares voted are voted in favor of the Business Combination.
If the Company seeks stockholder approval of a Business
Combination and it does not conduct redemptions pursuant to the tender offer rules, the Company's Amended and Restated Certificate
of Incorporation provides that a public stockholder, together with any affiliate of such stockholder or any other person with whom such
stockholder is acting in concert or as a "group" (as defined under Section 13 of the Securities Exchange Act of 1934, as amended
(the "Exchange Act")), will be restricted from seeking redemption rights with respect to 15% or more of the Public Shares
without the Company's prior written consent.
The stockholders will
be entitled to redeem their Public Shares for a pro rata portion of the amount then in the Trust Account (initially $10.20 per share,
plus any pro rata interest earned on the funds held in the Trust Account and not previously released to the Company to pay its tax obligations).
The per-share amount to be distributed to stockholders who redeem their Public Shares will not be reduced by the deferred underwriting
commissions the Company will pay to the underwriter. There will be no redemption rights upon the completion of a Business Combination
with respect to the Company's warrants. These common stocks will be recorded at a redemption value and classified as temporary equity
upon the completion of the Initial Public Offering, in accordance with Accounting Standards Codification ("ASC") Topic 480
"Distinguishing Liabilities from Equity."
If a stockholder vote
is not required and the Company does not decide to hold a stockholder vote for business or other legal reasons, the Company will, pursuant
to its Amended and Restated Certificate of Incorporation, offer such redemption pursuant to the tender offer rules of the Securities and
Exchange Commission ("SEC"), and file tender offer documents containing substantially the same information as would be included
in a proxy statement with the SEC prior to completing a Business Combination.
The Sponsor has agreed
(a) to vote its Class B common stock, the common stock included in the Placement Units (the "Placement Shares") and any Public
Shares purchased during or after the Initial Public Offering in favor of a Business Combination, (b) not to propose an amendment to the
Company's Amended and Restated Certificate of Incorporation with respect to the Company's pre-Business Combination activities
prior to the consummation of a Business Combination unless the Company provides dissenting public stockholders with the opportunity to
redeem their Public Shares in conjunction with any such amendment; (c) not to redeem any shares (including the Class B common stock) and
Placement Units (including underlying securities) into the right to receive cash from the Trust Account in connection with a stockholder
vote to approve a Business Combination (or to sell any shares in a tender offer in connection with a Business Combination if the Company