OneMedNet (ONMD) - 2021 Q2 - Quarterly Report

PART I Financial Statements This section presents Data Knights Acquisition Corp.'s unaudited condensed financial statements for the period ended June 30, 2021, reflecting its post-IPO financial position as a blank check company - Data Knights Acquisition Corp., a blank check company incorporated on February 8, 2021, focuses on effecting a business combination, with all activities to date related to its formation and IPO[17][18] Condensed Balance Sheet as of June 30, 2021 (Unaudited) | Category | Amount (USD) | | :--- | :--- | | Total Assets | $118,112,904 | | Cash | $802,110 | | Cash held in Trust Account | $117,300,794 | | Total Liabilities | $10,250,850 | | Warrant liability | $6,174,038 | | Deferred underwriter fee payable | $4,025,000 | | Class A common stock subject to possible redemption | $102,862,053 | | Total Stockholders' Equity | $5,000,001 | Condensed Statement of Operations (For the period from Feb 8, 2021 to June 30, 2021) | Category | Amount (USD) | | :--- | :--- | | Formation and operating costs | $(71,339) | | Interest earned on Trust Account | $794 | | Change in Fair value of warrant liability | $5,002,911 | | Net Income | $4,307,307 | - The company consummated its IPO of 11.5 million units on May 11, 2021, generating $115 million in gross proceeds, alongside selling 585,275 private placement units to the Sponsor for $5.85 million[19][20] - Post-IPO, $117.3 million was placed in a Trust Account, with IPO transaction costs totaling $6.77 million, including $4.025 million in deferred underwriting fees[21][22] - The company must consummate a Business Combination by May 11, 2022 (extendable to November 11, 2022), or face liquidation and redemption of public shares[25] - The company's 12,085,275 warrants are recognized as a fair value liability, with changes recorded in the statement of operations, as they do not qualify for equity treatment under ASC 815-40[72][85][86] Management's Discussion and Analysis of Financial Condition and Results of Operations This section provides management's analysis of the company's financial condition and results, highlighting its pre-business combination status, non-operational revenue, and liquidity for identifying a target - Formed on February 8, 2021, the blank check company's activities have focused on organization, IPO preparation, and identifying a business combination target[95][99] Results of Operations (Feb 8, 2021 - June 30, 2021) | Category | Amount (USD) | | :--- | :--- | | Net Income | $4,307,307 | | Components: | | | Change in Fair Value of warrant liability | $5,002,911 | | Interest income on marketable securities | $794 | | Operating costs | $(71,340) | | Non-operating costs | $(625,058) | - As of June 30, 2021, the company held $802,110 in cash and $760,298 in working capital to fund its search for a business combination target[103] - The Sponsor may provide Working Capital Loans up to $1.5 million for transaction costs, convertible into units at $10.00 per unit upon Business Combination consummation[105] - A contractual obligation exists to reimburse a Sponsor affiliate up to $10,000 per month for administrative support until a Business Combination or liquidation[109] - A deferred underwriting commission of $4.025 million is payable from the Trust Account solely upon the completion of an initial Business Combination[110] Quantitative and Qualitative Disclosures About Market Risk This section indicates minimal market risk, as IPO proceeds and Trust Account funds are invested in short-term U.S. government treasury securities or money market funds - Company funds, including those in the Trust Account, are invested in short-term U.S. government treasury securities or money market funds[122] - Given the short-term nature of its investments, the company does not anticipate material exposure to interest rate risk[122] Controls and Procedures This section confirms the effectiveness of the company's disclosure controls and procedures as of June 30, 2021, with no material changes to internal control over financial reporting during the quarter - As of June 30, 2021, principal executive and financial officers concluded that disclosure controls and procedures were effective[125] - No material changes occurred in the company's internal control over financial reporting during the quarter ended June 30, 2021[126] PART II Legal Proceedings The company reports no involvement in any legal proceedings - The company is not involved in any legal proceedings[129] Risk Factors No material changes have occurred to the risk factors previously disclosed in the company's final prospectus filed on May 6, 2021 - No material changes have been made to the risk factors disclosed in the company's final prospectus dated May 6, 2021[130] Unregistered Sales of Equity Securities and Use of Proceeds This section details the private sale of 585,275 units to the Sponsor for $5.85 million and the allocation of IPO proceeds, including $117.3 million to a trust account - On May 11, 2021, the company sold 585,275 Private Placement Units to the Sponsor at $10.00 per unit, generating $5.85 million in gross proceeds through an unregistered sale[131] - From IPO and private placement proceeds, $117.3 million was deposited into a Trust Account, with $2.3 million paid in underwriting discounts and commissions, $652,750 in other costs, and $4.025 million in deferred underwriting fees[135] Defaults Upon Senior Securities The company reports no defaults on its senior securities - The company has no defaults upon senior securities[136] Mine Safety Disclosures This item is not applicable to the company's operations - Not Applicable[137] Other Information The company reports no additional information for the period - No other information is reported for the period[137] Exhibits This section lists the exhibits filed with the Form 10-Q, including certifications from the Principal Executive and Financial Officers and Inline XBRL documents - The report includes required certifications from the CEO and CFO under Sections 302 and 906 of the Sarbanes-Oxley Act, alongside Inline XBRL filings[139]