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December 6, 2022
Barry Anderson
Chief Executive Officer
Data Knights Acquisition Corp.
Unit G6, Frome Business Park, Manor Road
Frome
United Kingdom, BA11 4FN
Re:Data Knights Acquisition Corp.
Amendment No. 2 to Registration Statement on Form S-4
Filed November 10, 2022
File No. 333-266274
Dear Barry Anderson:
            We have reviewed your amended registration statement and have the following
comments.  In some of our comments, we may ask you to provide us with information so we
may better understand your disclosure.
            Please respond to this letter by amending your registration statement and providing the
requested information.  If you do not believe our comments apply to your facts and
circumstances or do not believe an amendment is appropriate, please tell us why in your
response.
            After reviewing any amendment to your registration statement and the information you
provide in response to these comments, we may have additional comments.  Unless we note
otherwise, our references to prior comments are to comments in our October 19, 2022 letter.
Amendment No. 2 to Registration Statement on Form S-4 Filed November 10, 2022
Questions and Answers About the Proposals, page 10
1.We reissue comment 11 in part.  Please include a question and answer regarding the risk
that failure to close a PIPE Investment could leave the post-merger entity under-
capitalized, and explain the consequences if this were to occur.
2.We note your response to comment 14.  However, we note on page 15 you state that the
board obtained a third-party fairness opinion in connection with their determination to
approve the Business Combination, and that the fairness opinion coupled with the officers'
and directors' experience and backgrounds enabled them to make the necessary analysis

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and determinations regarding the Business Combination.  Please reconcile this with your
revised disclosure indicating that the board did not obtain the fairness opinion until after
approving the business combination.
Q: What equity stake will current stockholders of Data Knights hold after the Closing?, page 11
3.We reissue comment 3, as we are not able to locate the responsive disclosure.  Please
amend your disclosure to show the potential impact of redemptions on the per share value
of the shares owned by non-redeeming shareholders at each redemption level in your
sensitivity analysis, taking into account not only the money in the trust account, but the
post-transaction equity value of the combined company.  Your disclosure should show the
impact of certain equity issuances on the per share value of the shares, including the
exercises of public and private warrants, and the issuance of any potential PIPE shares.
Q: How will Data Knights' Sponsor, directors, and officers vote?, page 16
4.We reissue comment 6.  Please further revise to disclose the number of Public Shares that
would need to be voted in favor of the Business Combination for it to be approved
assuming only a quorum is present.  In this regard, we note that only a majority of the
votes cast by the stockholders present in person or represented by proxy at the meeting
and entitled to vote thereon are required to approve the Business Combination.
Q: What interests do Data Knights' current officers and directors have in the Business
Combination?, page 16
5.We reissue comment 7.  Where you disclose the various security ownership interests of
the Sponsor, directors and officers, revise to include the approximate dollar value of the
interest based on the transaction value and recent trading prices as compared to the price
paid.  In this regard, we note that you do not quantify the current value of the Placement
Units or Founder Shares.  Please also quantify the value of any out-of-pocket expenses.
Lastly, disclose that the Sponsor requested that the Company extend the date by which the
Company has to consummate a business combination and deposited an aggregate of
$1,150,000 (representing $0.10 per public share) into the Company’s trust account on
August 11, 2022.  Please include similar disclosure elsewhere in the prospectus where you
discuss the interests of the Sponsor, directors and officers.
Risk Factors
If Data Knights is not able to complete the PIPE..., page 78
6.We note your revised disclosure and reissue comment 11 in part.  Please discuss how
failure to close a PIPE investment could impact your ability to meet the minimum cash
condition for closing set forth in Section 7.1(h) of the Merger Agreement, and revise your
disclosure throughout your filing to clarify that the minimum cash condition is a condition
to closing.  Clarify in your new risk factor on page 77 the potential impact of redemptions
on the minimum cash condition.

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Background of the Business Combination, page 101
7.We note your revised disclosure in response to comment 16.  Revise to elaborate upon
how you "deemed a potential business combination target compelling enough" to pursue
execution of an initial non-binding letter of intent.  Please further revise to clarify when
and how you contacted OneMedNet or were contacted by OneMedNet and when you
decided to pursue discussions solely with OneMedNet.
8.We reissue comment 19.  We note your disclosure indicates that the only material terms
negotiated were the representations and warranties and the treatment of options and
warrants issued by OneMedNet.  If true, please state as much in your filing and explain
why other material terms, such as the formula to determine the amount of the
consideration, closing conditions such as the minimum cash condition, the no-shop
provision, the PIPE investment, governance of the post-combination company,
termination provisions, etc. were not negotiated.  If not, please substantially revise your
disclosure in this section to include a chronological description of the negotiations relating
to material terms of the transaction and ancillary agreements, including, but not limited to,
the type of consideration to be paid, the financial projections and any discussions relating
to the assumptions underlying such projections, the control and governance of the post-
combination company, director designation rights and organizational documents, closing
conditions, the no-shop provision, the PIPE investment, the lock up provisions, and
consideration of significant customers of OneMedNet.  In your revised disclosure, please
explain the the issues and terms discussed at the meetings, each party's position on such
issues, and how you reached agreement on the final terms.  Your disclosure should
illustrate how the material terms of the Merger Agreement evolved throughout the
exchange of drafts, and if applicable, describe how the material terms differed from the
letter of intent.  In this regard, we note your disclosure that the board considered the fact
that the terms and conditions of the Merger Agreement were the product of arm’s length
negotiations between Data Knights and OneMedNet as part of it's basis for approving the
transaction
9.We note your disclosure that on March 8, 2022 relating to Data Knights obligation to
secure a PIPE of at least $10 million.  We note similar placeholder language on page 103.
Please revise your disclosure to indicate the discussions relating to the obligation to obtain
a PIPE financing of $30 million, including how the parties decided on an amount of $30
million.
The Board's Reasons for Approval of the Business Combination, page 105
10.We note your response to comment 23 that the Data Knights board considered a
comparable companies analysis prepared by the Company’s management with the
assistance of ARC in evaluating the valuation of OneMedNet; however, you only include
the comparable companies analysis prepared by Marshall & Stevens in your filing.  Please
revise to also summarize the comparable companies analysis prepared by the Company’s
management with the assistance of ARC upon which the Data Knights board relied and

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disclose the data points for such companies and how they were used to determine the
valuation range.
11.We reissue comment 25.  You disclose that Data Knights' management also reviewed
financial projection assumptions and revenue projections for OneMedNet's second
product, iRWD solution, including projections and potential pricing models.  Please tell us
whether these projections are included in the prospectus.  If not, please disclose such
projections and potential pricing models.  Please also disclose what Data Knights'
management considered with respect to these projections and models.
Guideline Public Company Analysis, page 116
12.We note your disclosure that you have provided "a table including details regarding the
industry, size, and profitability along with further detail regarding revenue forecasts and
the specific multiples considered for each Guideline Company," yet no table is included.
Please revise to include the table.
The Charter Amendment Proposal, page 126
13.We note your response to comment 8 and reissue.  With reference to Question 201.01 of
the Division's Exchange Act Rule 14a-4(a)(3) Compliance and Disclosure Interpretations,
please provide us with your analysis as to why you are not required to unbundle certain
material changes to the Data Knights' Charter, such as the supermajority voting provision,
so that stockholders are provided a separate vote regarding these material changes.
Information about OneMedNet Corporation
Company Overview, page 146
14.We reissue comment 31 in part.  Disclose in your filing the categories of customers
with which you have entered into agreements and generate revenues, and quantify the
amount generated in each category.
15.Here and on page 175, revise to disclose the basis upon which OneMedNet is a "global
leader" in clinical imaging innovation and is the "leading curator" of Imaging Real-World
Data (e.g., by revenues, number of customers, etc.).
Competition, page 162
16.We note your updated risk factor disclosure on page 64 and reissue comment 33 in part.
In this section, please provide a general description of the number and size of your
competitors within the real world data market, and the general factors on which you
compete with such competitors.  Please provide context for your statements that "few" of
your competitors can fulfill orders in the time period stated, have the data quantity and
diversity to fill requests, and have sufficient access to relevant non-imaging data along
with expert curation capability required to meet regulatory standards.  For example, please
quantify what you mean by "few" and whether these statements describe the majority of

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your competitors.
Material Customer Agreements, page 164
17.We reissue comment 35.  Please describe the material terms of your agreements with
Change Healthcare and Siemens and how each agreement differs from your standard Data
Exchange Master Reseller Agreements and Data License Agreements.  Or, if the terms
of these agreements track your standard agreements, so state.  Please also revise your
exhibit index to include these agreements and file them as exhibits, consistent with Item
601(b)(10)(ii)(B) of Regulation S-K.  In this regard, it appears from your disclosure that
each is a continuing contract to sell a major part of your product.
18.We reissue comment 36 in part.  Please indicate the breakdown in revenue generated from
your Data Exchange Master Reseller Agreements versus your Data License Agreements.
OneMedNet Management's Discussion and Analysis of Financial Condition and Results of
Operations, page 174
19.We note your response to comment 38 but note you still have not provided the disclosure
required by Item 303(b)(1) and (b)(2) of Regulation S-K related to Liquidity and Capital
Resources and Results of Operations. You should also include discussions of the interim
periods as previously requested.
Description of Securities After the Business Combination, page 212
20.We note your revised disclosure in response to comment 41 on page 214.  Please revise to
include a standalone paragraph describing the exclusive forum provision in your A/R
Charter.  In this regard, we note that you have only included a cross reference to the
related risk factor.  We also note your disclosure that the provision "applies to claims
under the Securities Act but does not apply to claims under the Exchange Act."  Please
revise for consistency.
Index to Financial Statements, page F-1
21.Please revise the index to include the interim financial statements of OneMedNet.
OneMedNet Condensed Consolidated Balance Sheets, page F-59
22.Please revise to also present the balance sheet as of December 31, 2021. Refer to the
introductory paragraph of Rule 8-03 of Regulation S-X.
General
23.We note your response to comment 43 and reissue.  Please provide the legal basis for
your and Marshall & Steven's belief that security holders cannot rely on the opinion to
bring state law actions, including a description of any state law authority on such
a defense.  Please include a specific reference to the "Delaware corporate law" to which

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you refer.  Alternatively, please ask your fairness advisor to remove the language
that suggests shareholders may not rely upon the fairness opinion in the last paragraph on
Annex D-2.
            You may contact Ta Tanisha Meadows at 202-551-3322 or Lyn Shenk at 202-551-3380
if you have questions regarding comments on the financial statements and related
matters.  Please contact Taylor Beech at 202-551-4515 or Erin Jaskot at 202-551-3442 with any
other questions.
Sincerely,
Division of Corporation Finance
Office of Trade & Services
cc:       Larry Shackelford, Esq.