DATA KNIGHTS ACQUISITION CORP.
Unit G6, Frome Business Park, Manor Road
Frome, United Kingdom, BA11 4FN
NOTICE OF SPECIAL MEETING OF SHAREHOLDERS
TO BE HELD ON ,NOVEMBER 11, 2022
TO THE SHAREHOLDERS OF DATA KNIGHTS ACQUISITION CORP.:
You are cordially invited to attend the Special Meeting, which we refer to as the “Special Meeting,” of shareholders of Data Knights Acquisition Corp., which we refer to as “we,” “us,” “our,” “Data Knights” or the “Company,” to be held at 10:00 a.m. Eastern Time on ,November 11, 2022.
The Special Meeting will be held at the offices of Data Knights Acquisition Corp. located at Unit G6, Frome Business Park, Manor Road, Frome, United Kingdom, BA11 4FN and via live webcast. If unable to attend in person, you will be able to attend the Special Meeting online, to vote and submit your questions during the Special Meeting by visiting https://www.Data Knights.com/Data Knights/2022.www.cstproxy.com/dataknights/ext2022. To access the virtual online Special Meeting, you will need your 12 digit control number to vote electronically at the Special Meeting. The accompanying proxy statement (the “Proxy Statement”), is dated [ ],October 27, 2022, and is first being mailed to shareholders of the Company on or about [ ],October 27, 2022.
The sole purpose of the Special Meeting is to consider and vote upon the following three proposals:
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a proposal to amend the Company’s second amended and restated certificate of incorporation (the “Amended Charter”) in the form set forth in Annex A to the accompanying Proxy Statement, which we refer to as the “Extension Amendment,” giving the Company the right to extend the date by which the Company must (i) consummate a merger, capital stock exchange, asset acquisition, stock purchase, reorganization or similar business combination involving the Company and one or more businesses (a “business combination”), (ii) cease its operations if it fails to complete such business combination, and (iii) redeem or repurchase 100% of the Company’s Class A common stock included as part of the units sold in the Company’s initial public offering that closed on May 11, 2021 (the “IPO”) from November 11, 2022 (the “Termination Date”) up to nine (9) one-month extensions to August 11, 2023 (which we refer to as the “Extension”, and such later date, the “Extended Date”) (such proposal is the “Extension Amendment Proposal”“). For the purposes of the Delaware General Corporation Law (the “DGCL”), the full text of the resolution is as follows: “RESOLVED, that subject to and conditional upon the trust account, which is governed by the investment management trust agreement entered into between the Company and Continental Stock Transfer & Trust Company on May 11, 2021, having net tangible assets of at least US $5,000,001 as at the date of this resolution, the thirdfirst amendment to the second amended and restated certificate of incorporation, a copy of which is attached to the accompanying proxy statement as Annex A, be and is hereby adopted as the certificate of incorporation of the Company in substitution for and to the exclusion of the Company’s existing certificate of incorporation”,adopted.”
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a proposal to amend the investment management trust agreement (the “Trust Agreement”) entered into between Continental Stock Transfer & Trust Company, as trustee (“Continental”) and the Company governing the trust account (the “Trust Account”) established in connection with the IPO dated May 11, 2021 (the “Trust Amendment”), pursuant to an amendment to the Trust Agreement in the form set forth in Annex B to the accompanying Proxy Statement to extend the date on which Continental must liquidate the Trust Account if the Company has not completed its initial business combination, from November 11, 2022 to August 11, 2023 (or such later date as may be determined by the Data Knights shareholders) (such proposal is the “Trust Amendment Proposal”), and
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a proposal to approve the adjournment of the Special Meeting to a later date or dates, if necessary, to permit further solicitation and vote of proxies in the event that there are insufficient votes for, or otherwise in connection with, the approval of the Extension Amendment Proposal and the Trust Amendment Proposal, which we refer to as the “Adjournment Proposal,” which will be presented only if there are not sufficient votes to approve the Extension Amendment Proposal and the Trust Amendment Proposal.
Each of the Extension Amendment Proposal, Trust Amendment Proposal and the Adjournment Proposal is more fully described in the accompanying Proxy Statement.
The purpose of the Extension Amendment Proposal and the Trust Amendment Proposal, and, if necessary, the Adjournment Proposal, is to allow us additional time to complete our previously announced