SecProbe.io

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    Debbie A. Klis, Partner

    1990 K Street, NW

    Suite 420

    Washington, D.C. 20006

    Tel: +1 202.935.3390

    Email: debbie.klis@rimonlaw.com

    April 16, 2024

Via
EDGAR

Division
of Corporation Finance

Securities
and Exchange Commission

100
F Street

Washington
DC 20549

    Attention:
    Benjamin Richie

    Margaret Sawicki

    Re:
    OneMedNet Corporation

    Registration Statement
    on Form S-1

    Filed December 18, 2023

    File No. 333-276130

Dear
Ladies and Gentlemen,

On
behalf of our client, OneMedNet Corporation (the “Company” or “OMN”), we hereby provide a response to the comments
issued in a letter by the staff of the Division of Corporation Finance of the Securities and Exchange Commission (the “Staff”)
dated January, 2024 (the “Letter”), with respect to the Company’s Registration Statement on Form S-1 (the “Registration
Statement”). Contemporaneously, we are filing Amendment No. 1 to the Registration Statement (the “Amendment”) via EDGAR.

In
order to facilitate the review by the Staff of the Amendment, we have responded, on behalf of the Company, to the comments set forth
in the Staff’s Letter on a point-by-point basis. The numbered paragraphs set forth below respond to the Staff’s comments
and correspond to the numbered paragraph in the Staff’s Letter.

Registration
Statement on Form S-1

Cover
Page

1.
On the Cover Page, and elsewhere as appropriate, for each of the securities being registered for resale, disclose the price that the
selling securityholders paid for such securities.

Response:
The Company respectfully acknowledges the Staff’s comment and advises in response that it has revised the Amendment to disclose
the price that the selling securityholders paid for such securities.

2.
Disclose the exercise price of the warrants compared to the market price of the underlying securities. If the warrants are out the
money, please disclose the likelihood that warrant holders will not exercise their warrants. Provide similar disclosure in the
prospectus summary, risk factors, MD&A and use of proceeds section and disclose that cash proceeds associated with the exercises
of the warrants are dependent on the stock price. As applicable, describe the impact on your liquidity and update the discussion on
the ability of your company to fund your operations on a prospective basis with your current cash on hand.

Response:
The Company respectfully acknowledges the Staff’s comment and advises in response that it has revised the Amendment to disclose
exercise price of the warrants, the likelihood that warrant holders will exercise their warrants, the impact on our liquidity and our
ability to fund operations on a prospective basis (see pages __).

Risk
Factors; Our Business Risks

Our
management has limited experience in operating a public company, page 40

3.
Please update the disclosure in this risk factor in light of your failure to timely file the Item 4.02 Form 8-K filed December 15, 2023
and your filing of a Form NT 10-Q for the quarter ended September 30, 2023.

Response:
The Company respectfully acknowledges the Staff’s comment and advises in response that it has revised the Amendment to update
the risk factor.

Risks
Related to Ownership of Our Common Stock, this Offering, and Our Certificate of Incorporation and Bylaws Provisions Sales of substantial
amounts of our Common Stock in the public markets, or the perception that such sales could occur, could reduce..., page 42

4.
Please revise this risk factor to highlight the negative pressure potential sales of shares pursuant to this registration statement could
have on the public trading price of the Class A common stock. To illustrate this risk, disclose the purchase price of the securities
being registered for resale and the percentage that these shares currently represent of the total number of shares outstanding. Also
disclose that even though the current trading price is at or significantly below the SPAC IPO price, the private investors have an incentive
to sell because they will still profit on sales because of the lower price that they purchased their shares than the public investors.

Response:
The Company respectfully acknowledges the Staff’s comment and advises in response that it has revised the Amendment

General

5.
Revise your prospectus to disclose the price that each selling securityholder paid for the securities being registered for resale. Highlight
any differences in the current trading price, the prices that the Sponsor, private placement investors, PIPE investors and/or other selling
securityholders acquired their shares and warrants, and the price that the public securityholders acquired their shares and warrants.
Disclose that while the Sponsor, private placement investors, PIPE investors and/or other selling securityholders may experience a positive
rate of return based on the current trading price, the public securityholders may not experience a similar rate of return on the securities
they purchased due to differences in the purchase prices and the current trading price. Please also disclose the potential profit the
selling securityholders will earn based on the current trading price. Lastly, please include appropriate risk factor disclosure.

6.
Please revise your prospectus to remove the Incorporation of Documents by Reference section or provide us with your analysis regarding
your eligibility to incorporate by reference on Form S-1. In this regard, we note that companies that were either shell companies or
blank check companies during the past three years are ineligible to incorporate by reference on Form S-1. Please refer to General Instruction
VII.D.1(b) to Form S-1. Additionally, your 10-K for your most recently completed fiscal year has not yet been filed. See General Instruction
VII.(C) to Form S-1. Revise this Form S-1 to provide all disclosure required by the form that currently is incorporated by reference,
including, but not limited to, the MD&A, risk factors and description of your business sections and the financial statements.

Response:
The Company respectfully acknowledges the Staff’s comment and advises in response that it has revised the Amendment

*****

If
you have any additional questions regarding any of our responses or the Amendment to the Registration Statement, please do not hesitate
to contact Debbie Klis, Esq. on (202) 935-3390.

    Kindest regards,

    /s/
    Rimon P.C.

    Rimon P.C.

    cc:
     Aaron Green, Chief Executive Officer

    OneMedNet Corporation

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