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): August 11, 2023

DATA KNIGHTS ACQUISITION CORP.

(Exact name of registrant as specified in its charter)

Delaware

(State or other jurisdiction of incorporation)

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:

Securities registered pursuant to Section 12(b) of the Act:

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. ¨

Amendment of Trust Agreement

Data Knights Acquisition Corp., a Delaware corporation, (the “Company”), entered into an Investment Management Trust Agreement, dated as of May 11, 2021 and as amended as of November 11, 2022 (the “Trust Agreement”), by and between the Company and Continental Stock Transfer & Trust Company, as trustee (“Continental”), which was initially filed as an exhibit to the Company’s Registration Statement on Form S-1 (File No. 333-254029) in connection with its initial public offering on May 11, 2021 (the “IPO”).

On August 11, 2023, at 1:00 p.m. ET, the Company held a virtual special meeting of its stockholders at https://www.cstproxy.com/dataknights/ext2023, pursuant to due notice (such meeting, the “Special Meeting”) in that certain Proxy Statement on Schedule 14(a) filed August 7, 2023 (as amended, the “Proxy Statement”). At the Special Meeting, the Company stockholders entitled to vote at the Special Meeting (the “Stockholders”) cast their votes and approved the proposal (the “Trust Amendment Proposal”) to authorize the Company to enter into Amendment No. 2 to the Trust Agreement (the “Trust Agreement Amendment”) to amend the Trust Agreement to allow the Company to extend beyond August 11, 2023 the date by which either the Company must have completed its initial business combination or Continental must liquidate the Trust Account established in connection with the IPO (the “Trust Account”). Following approval of the Trust Amendment Proposal by the Stockholders, the Company and Continental promptly entered into the Trust Agreement Amendment.

The foregoing summary is qualified by the full text of the Trust Agreement Amendment, which is included as Exhibit 10.1.

Amendment of Memorandum and Articles of Association

As described in more detail in Item 5.03, the Stockholders approved the Extension Amendment Proposal (as defined below) to amend the Company’s Second Amended and Restated Certificate of Incorporation, as previously amended (the “Charter”), and authorized the Company to file the Second Amendment to the Amended and Restated Certificate of Incorporation (the “Amended Charter”) with the Secretary of State of the State of Delaware. Following approval of the Extension Amendment Proposal by the Stockholders, the Company promptly filed the Amended Charter with the Secretary of State of the State of Delaware.

The foregoing summary is qualified by the full text of the Amended Charter, which is included as Exhibit 3.1.

At the Special Meeting, the Stockholders approved the Extension Amendment Proposal to amend Company’s Charter and authorized the Company to adopt and file the Amended Charter with the Secretary of State of Delaware, which the Company promptly filed following the Stockholders’ approval.

Pursuant to the Amended Charter, the Company has the right to extend beyond August 11, 2023, by up to nine (9) one-month extensions through May 11, 2024 (each of the nine (9) one-month extensions, an “Extension” and each such extended date a “Deadline Date”), which is the date by which the Company must have completed its initial business combination or liquidate the Trust Account. In connection with each Extension, Data Knights, LLC, the Company’s sponsor (or its affiliates or permitted designees), will deposit into the Trust Account the lesser of (x) $75,000 or (y) $0.045 per share for each public share outstanding as of the applicable Deadline Date, and the procedures relating to any such extension, as set forth in the Trust Agreement, shall have been complied with (the “Extension Amendment Proposal”).

The foregoing summary is qualified by the full text of the Amended Charter, which is included as Exhibit 3.1.

On the record date of July 27, 2023, the Company had 6,191,819 shares entitled to vote at the Special Meeting. At the Special Meeting, the Stockholders voted on two of three proposals presented, each as described in the Proxy Statement, and cast their votes as described below:

Proposal 1 – Extension Amendment Proposal

The Stockholders approved the Extension Amendment Proposal. The following is a tabulation of the voting results:

Common Stock:

Proposal 2 – Trust Amendment Proposal

The stockholders approved the Extension Amendment Proposal. The following is a tabulation of the voting results:

Common Stock:

Redemption of Shares

In connection with the voting on the Extension Amendment Proposal and the Trust Amendment Proposal at the Special Meeting, holders of 1,018,846 shares of Class A ordinary shares exercised the right to redeem such shares for cash.

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.