CORRESP 1 filename1.htm

 

 

NELSON MULLINS RILEY & SCARBOROUGH LLP

ATTORNEYS AND COUNSELORS AT LAW

Andrew M. Tucker
T: 202.689.2987

andy.tucker@nelsonmullins.com

101 Constitution Ave, NW, Suite 900

Washington, DC 20001

T: 202.689.2800 F: 202.689.2860

nelsonmullins.com

 

August 28, 2023

 

Via EDGAR

 

Division of Corporation Finance

Securities and Exchange Commission

100 F Street, N.E.

Washington, DC 20549

Attention: Ms. Taylor Beech
Ms. Erin Jaskot

 

RE: Data Knights Acquisition Corp.
Amendment No. 9 to Registration on Form S-4
Filed August 28, 2023
File No. 333-266274

 

On behalf of Data Knights Acquisition Corp. (the “Company”), we are hereby responding to the letter dated August 15, 2023 (the “Comment Letter”) from the staff (the “Staff”) of the Securities and Exchange Commission (“SEC” or the “Commission”), regarding the Company’s Amendment No. 7 to Registration Statement on Form S-4 filed August 2, 2023 and the Company’s Amendment No. 8 to Registration Statement on Form S-4 filed August 8, 2023 (collectively, the “Registration Statement”). In response to the Comment Letter and to update certain information in the Registration Statement, the Company is submitting its Amendment No. 9 to the Registration Statement (the “Amended Registration Statement”) with the Commission today.

 

Capitalized terms used but not defined in this letter have the meanings as defined in the Amended Registration Statement.

 

For ease of reference, the text of the Staff’s comment is included in bold-face type below, followed by the Company’s response.

 

Amendment No. 7 and Amendment No. 8 to Registration Statement on Form S-4

 

  1. What equity stake will current stockholders of Data Knights hold after the Closing on page 12 and 110 .

 

Response: The Amended Registration Statement has been revised on page 12 and 110 to break apart the “Others” category and provide the requested information.

 

California | Colorado | District of Columbia | Florida | Georgia | Illinois | Maryland | Massachusetts | Minnesota

New York | North Carolina | Ohio | Pennsylvania | South Carolina | Tennessee | Texas | Virginia | West Virginia

 

 

 

 

Securities and Exchange Commission

August 28, 2023

Page 2

 

Given the Company’s time constraints to complete the Business Combination, we would be very appreciative of the Staff’s expeditious review of the Company’s responses and updates to the Amended Registration Statement. Please contact me with any questions or follow up requests. I can be reached at 202-689-2987 or andy.tucker@nelsonmullins.com. Thank you very much for your assistance.

 

  Very truly yours,
   
   
  Andrew M. Tucker

 

AMT