SecProbe.io

CORRESP
 1
 filename1.htm

 July
22, 2025

 VIA
EDGAR

 Division
of Corporation Finance

 Securities
and Exchange Commission

 100
F Street, NE

 Washington,
DC 20549

 Re:
 OneMedNet
 Corporation

 Registration
 Statement on Form S-1

 Filed
 December 18, 2023, as amended

 File
 No. 333-276130

 Ladies
and Gentlemen:

 Pursuant
to Rule 461 under the Securities Act of 1933, as amended, OneMedNet Corporation hereby requests that the effective date of the above-captioned
Registration Statement be accelerated so that it becomes effective at 4:00 p.m., Eastern Time, on July 24, 2025, or as soon thereafter
as practicable.

 Please
call Ned Prusse of Perkins Coie LLP at (303) 291-2374 to provide notice of the effectiveness of the Registration Statement.

 Respectfully submitted,

 By:
 /s/
 Aaron Green

 Aaron
 Green

 Chief
 Executive Officer

CORRESP
 1
 filename1.htm

 July
11, 2025

 VIA
EDGAR

 Division
of Corporation Finance

 Office
of Industrial Applications and Services

 U.S.
Securities and Exchange Commission

 100
F Street, N.E.

 Washington,
DC 20549

 Attention:
Kat Bagley and Robert Augustin

 Re:
 OneMedNet
 Corporation

 Amendment
 No. 4 to Registration Statement on Form S-1

 Filed
 June 25, 2025

 File
 No. 333-276130

 Dear
Ms. Bagley and Mr. Augustin:

 In
response to your oral comment delivered by telephone to the Company's counsel on July 8, 2025 (the "Oral Comment"),
OneMedNet Corporation (the "Company") hereby submits this response to the Oral Comment relating to the above-referenced Registration
Statement on Form S-1 (the "Registration Statement"). For convenience, the Oral Comment is set forth herein, followed by
our response. The Company has revised the Registration Statement in response to the Staff's comment and is filing concurrently
with this letter an Amendment No. 5 to the Registration Statement (the "Amendment") that reflects these revisions and generally
updates other information contained therein.

 Amendment
No. 4 to Registration Statement on Form S-1

 General

 1. We
 note your revised disclosure that you are registering for resale "250,000 shares of
 Common Stock to be issued to Slickage Studios LLC ("Slickage") pursuant to a
 letter agreement to settle certain debts owed by the Company to Slickage." Please revise
 the disclosure where appropriate to provide the material terms of the letter agreement between
 the Company and Slickage, and file the letter agreement or tell us why you are not required
 to do so. See Section 601(b)(10) of Regulation S-K.

 Response:
We respectfully acknowledge the Staff's comment, and the Amendment has been updated to provide the material terms of the letter
agreement between the Company and Slickage. The letter agreement between the Company and Slickage has also been filed with the Amendment.

 *
* * *

 Division
of Corporation Finance

 Office
of Industrial Applications and Services

 July
11, 2025

 Page
2

 If
we can facilitate the Staff's review, or if the Staff has any questions on any of the information set forth herein, please telephone
me at 800-918-7189. Thank you again for your time and consideration.

 Respectfully
 submitted,

 By:
 /s/
 Aaron Green

 Aaron
 Green

 Chief
 Executive Officer

 cc: Robert
 Golden, Chief Financial Officer (OneMedNet Corporation)
 Eitan
 Hoenig, Perkins Coie LLP

 Ned
 Prusse, Perkins Coie LLP

CORRESP
1
filename1.htm

January
31, 2025

VIA
EDGAR

Division
of Corporation Finance

Office
of Industrial Applications and Services

U.S.
Securities and Exchange Commission

100
F Street, N.E.

Washington,
DC 20549

Attention:
Jane Park

    Re:
    OneMedNet
    Corporation

    Amendment
    No. 1 to Registration Statement on Form S-1

    Filed
    April 16, 2024

    File
    No. 333-276130

Dear
Ms. Park:

OneMedNet
Corporation (“OMN” or the “Company”) hereby submits this amended and restated response to the comments set forth
in the comment letter of the staff of the Division of Corporation Finance (the “Staff”) of the Securities and Exchange Commission
dated April 30, 2024 relating to the above-referenced Registration Statement on Form S-1 (the “Registration Statement”).
For convenience, the Staff’s comments are set forth herein, followed by our responses. The Company has revised the Registration
Statement in response to the Staff’s comments and is filing concurrently with this letter an Amendment No. 3 to the Registration
Statement (the “Amendment”) that reflects these revisions and generally updates other information contained therein.

Amendment
No. 1 to Registration Statement on Form S-1

Cover
Page

1. We
                                            note your disclosure of the purchase price for certain securities being registered for resale.
                                            For each of the securities being registered for resale, please specifically identify each
                                            of the selling securityholders and disclose the price that the selling securityholders paid
                                            for such securities.

Response:
We respectfully acknowledge the Staff’s comment, and the Amendment has been updated to identify each of the selling securityholders
and disclose the consideration that the selling securityholders paid for such securities.

Division
of Corporation Finance

Office
of Industrial Applications and Services

January
31, 2025

Page
2

2. We
                                            note your revised disclosure within the Risk Factors and Use of Proceeds sections in response
                                            to comment 2, and reissue the comment in part. Please further revise your cover page, prospectus
                                            summary and MD&A sections to clearly disclose the exercise price of the warrants compared
                                            to the market price of the underlying securities, and if the warrants are out the money,
                                            please disclose the likelihood that warrant holders will not exercise their warrants and
                                            state that cash proceeds associated with the exercises of the warrants are dependent on the
                                            current or then-current 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 prospectus
                                            basis with your current cash on hand.

Response:
We respectfully acknowledge the Staff’s comment and the Amendment has been updated to disclose the exercise price or purchase
price of the securities, and the risk factors have been updated to reflect the impact of the sale of the securities at current market
price of the Company’s common stock. In addition, the MD&A liquidity section and other parts of the Amendment, including in
the Company’s recent Quarterly Reports on Form 10-Q, contain disclosure of the Company’s recent financing activities, going
concern analysis, and current intention to continue to fund its operations through additional debt and equity offerings.

3. We
                                            note the revisions in response to comment 5 and reissue the comment. On the cover page, risk
                                            factors section, and elsewhere, as appropriate, please further revise your disclosure to
                                            clarify the price that each selling securityholder paid for the individual securities being
                                            registered for resale, whether common stock or warrants. Please also provide additional disclosure:

 ● highlighting
                                            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;

 ● explaining
                                            that while the Sponsor, private placement investors, PIPE investors and 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; and

 ● clearly
                                            providing the potential profit each of the selling securityholders may earn based on the
                                            current trading price.

Response:
We respectfully acknowledge the Staff’s comment and, as noted in the response to Comment 2, the Amendment has been updated
to disclose the exercise price or purchase price of the securities, and the risk factors have been updated to reflect the impact of the
sale of the securities at current market price of the Company’s common stock. In addition, the risks factors have been updated
to explain that despite the differences in the trading price of our securities, certain of the securityholders may be incentivized to
sell their shares because they may experience a positive rate of return on the securities they purchased due to the differences in the
purchase prices described in the prospectus and the public trading price of our securities.

Division
of Corporation Finance

Office
of Industrial Applications and Services

January
31, 2025

Page
3

Risk
Factors

Sales
of substantial amounts of our Common Stock in the public markets..., page 43

4. We
                                            note your revised disclosure in response to prior comment 4 and reissue in part. Please further
                                            amend your disclosure to disclose the purchase price of the securities being registered for
                                            resale and state 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:
We respectfully acknowledge the Staff’s comment, and the Amendment has been updated to disclose the consideration of the securities
being registered for resale. The disclosure has also been updated to provide that even though the current trading price is at or significantly
below the initial public offering price, the private investors may have an incentive to sell because they may still profit on sales because
of the lower price that they purchased their shares than the public investors.

Management’s
Discussion and Analysis of Financial Condition and Results of Operations, page 62

5. We
                                            note your response to prior comment 2 and reissue in part. In light of the disparity between
                                            the exercise price of the warrants and the current trading price of the common stock, please
                                            expand your discussion of capital resources to address any changes in the company’s
                                            liquidity position since the business combination. If the company is likely to have to seek
                                            additional capital, discuss the effect of this offering on the company’s ability to
                                            raise additional capital.

Response:
We respectfully acknowledge the Staff’s comment, and the MD&A liquidity section and other parts of the Amendment, including
in the Company’s recent Quarterly Reports on Form 10-Q, contain disclosure of the Company’s recent financing activities,
going concern analysis, and current intention to continue to fund its operations through additional debt and equity offerings.

6. We
                                            note that the projected revenues for 2022 and 2023 were approximately $3.8 and $8.6 million,
                                            respectively, as set forth in the OneMedNet Revenue Projections calculated by Marshall &
                                            Stevens in connection with the evaluation of the Business Combination. We also note that
                                            your actual revenues for the years ended December 31, 2022 and December 31, 2023 were approximately
                                            $1.15 million and $1.02 million, respectively. As you have missed your 2022 and 2023 revenue
                                            projections, please update your disclosure in Liquidity and Capital Resources and elsewhere
                                            in the registration statement to provide updated information about the company’s financial
                                            position and further risks to the business operations and liquidity in light of these circumstances.

Response:
We respectfully acknowledge the Staff’s comment, and the MD&A liquidity section and other parts of the Amendment, including
in the Company’s recent Quarterly Reports on Form 10-Q, contain disclosure of the Company’s recent financing activities,
going concern analysis, and current intention to continue to fund its operations through additional debt and equity offerings..

Division
of Corporation Finance

Office
of Industrial Applications and Services

January
31, 2025

Page
4

General

7. Please
                                            revise your registration statement to include a section on certain relationships and related
                                            party transactions. Refer to Item 404 of Regulation S-K.

Response:
We respectfully acknowledge the Staff’s comment, and the Amendment has been updated to include a section on certain relationships
and related party transactions in accordance with Item 404 of Regulation S-K.

8. We
                                            note your revisions in response to prior comment 6 and reissue in part. Please further revise
                                            your prospectus to remove the Incorporation of Documents by Reference section and provide
                                            all disclosure required by the form that is currently incorporated by reference, 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.

Response:
We respectfully acknowledge the Staff’s comment, and the Amendment has been updated to remove the Incorporation of Documents
by Reference section and provide all disclosure required by Form S-1.

*
* * *

If
we can facilitate the Staff’s review, or if the Staff has any questions on any of the information set forth herein, please telephone
me at 800-918-7189. Thank you again for your time and consideration.

    Respectfully submitted,

    By:
    /s/
    Aaron Green

    Aaron
    Green

    Chief
    Executive Officer

    cc:
    Robert
    Golden, Chief Financial Officer (OneMedNet Corporation)

    Eitan
    Hoenig, Perkins Coie LLP

    Ned
    Prusse, Perkins Coie LLP

CORRESP
1
filename1.htm

    OneMedNet
    Corporation
    telephone:
    800.918.7189

    6385
    Old Shady Oak Rd.
    fax:
    800.918.7189

    Suite
    250
    website:
    www.OneMedNet.com

    Eden
    Prairie, MN 55344
    email:
    info@OneMedNet.com

    May
    6, 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
    April 16, 2024

    File
    No. 333-276130

Dear
Ladies and Gentlemen,

OneMedNet
Corporation (the “Company” or “OMN”) hereby provides 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 April 30, 2024 (the
“Letter”), with respect to the Company’s Registration Statement on Form S-1 (the “Registration Statement”).
Contemporaneously, we are filing Amendment No. 2 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.

Amendment
No. 1 to Registration Statement on Form S-1

Cover
Page

1.
We note your disclosure of the purchase price for certain securities being registered for resale. For each of the securities being registered
for resale, please specifically identify each of the selling securityholders and disclose the price that the selling securityholders
paid for such securities.

Response:
The Company has revised its disclosure on the cover page to address the Staff’s comment.

2.
We note your revised disclosure within the Risk Factors and Use of Proceeds sections in response to comment 2, and reissue the comment
in part. Please further revise your cover page, prospectus summary and MD&A sections to clearly disclose the exercise price of the
warrants compared to the market price of the underlying securities, and if the warrants are out the money, please disclose the likelihood
that warrant holders will not exercise their warrants and state that cash proceeds associated with the exercises of the warrants are
dependent on the current or then-current 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 prospectus basis with your current cash on hand.

Response:
The Company has revised its disclosure on the cover page and pages 31, 45, 54, and 67 to address
the Staff’s comment.

3.
We note the revisions in response to comment 5 and reissue the comment. On the cover page, risk factors section, and elsewhere, as appropriate,
please further revise your disclosure to clarify the price that each selling securityholder paid for the individual securities being
registered for resale, whether common stock or warrants. Please also provide additional disclosure:

    ●
    highlighting
    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;

    ●
    explaining
    that while the Sponsor, private placement investors, PIPE investors and 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; and

    ●
    clearly
    providing the potential profit each of the selling securityholders may earn based on the current trading price.

Response:
The Company acknowledges the Staff’s comment and has revised the Registration Statement
(i) on the prospectus cover pages and on pages 44 and 45 of the Amendment to reflect the Staff’s first bulletpoint above and also
respectfully refers the Staff to the Company’s response to Comment #1 herein; (ii) on the prospectus cover pages and on pages 32
and 45 of the Amendment to reflect the Staff’s second bulletpoint above; and (iii) on page 45 of the Amendment to reflect the Staff’s
third bulletpoint above.

Risk
Factors

Sales
of substantial amounts of our Common Stock in the public markets..., page 43

4.
We note your revised disclosure in response to prior comment 4 and reissue in part. Please further amend your disclosure to disclose
the purchase price of the securities being registered for resale and state 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 acknowledges the Staff’s comment and has revised the Registration Statement
on the prospectus cover pages and on pages 32 and 45 of the Amendment.

Management’s
Discussion and Analysis of Financial Condition and Results of Operations, page 62

5.
We note your response to prior comment 2 and reissue in part. In light of the disparity between the exercise price of the warrants and
the current trading price of the common stock, please expand your discussion of capital resources to address any changes in the company’s
liquidity position since the business combination. If the company is likely to have to seek additional capital, discuss the effect of
this offering on the company’s ability to raise additional capital.

Response:
The Company acknowledges the Staff’s comment and has revised the Registration Statement
on the prospectus cover pages and on page 67 of the Amendment.

6.
We note that the projected revenues for 2022 and 2023 were approximately $3.8 and $8.6 million, respectively, as set forth in the OneMedNet
Revenue Projections calculated by Marshall & Stevens in connection with the evaluation of the Business Combination. We also note
that your actual revenues for the years ended December 31, 2022 and December 31, 2023 were approximately $1.15 million and $1.02 million,
respectively. As you have missed your 2022 and 2023 revenue projections, please update your disclosure in Liquidity and Capital Resources
and elsewhere in the registration statement to provide updated information about the company’s financial position and further risks
to the business operations and liquidity in light of these circumstances.

Response:
The Company acknowledges the Staff’s comment and respectfully advises the Staff that the referenced projected revenues for
2022 and 2023 (the “Initial Projections”), calculated by Marshall & Stevens in connection with the evaluation of the
Business Combination, were superseded by updated projections covering the years ended December 31, 2023 and 2024 after assessment of
the results for the year ended December 31, 2022. Additionally, the Company advises the Staff that, as disclosed in the definitive proxy
statement for the Business Combination, while the Company’s revenues grew significantly on a percentage basis from 2020 to 2022,
our revenue declined in 2023 over 2022 due to our attention to the Business Combination.

The
Company respectfully advises the Staff that the entire section of the Registration Statement under the title of “Management’s
Discussion and Analysis of Financial Condition and Results of Operations” reflects disclosure regarding the Company’s financial
position in light of the actual financial results of 2022 (including revenue) and elsewhere the pro forma impact to liquidity from closing
the Business Combination. This disclosure was updated and will be further updated for subsequent quarter and fiscal year results in the
Company’s future quarterly and annual reports, respectively.

General

7.
Please revise your registration statement to include a section on certain relationships and related party transactions. Refer to Item
404 of Regulation S-K.

Response:
The Company respectfully acknowledges the Staff’s comment and advises in response that it has revised the Amendment to include
a section on certain relationships and related party transactions.

8.
We note your revisions in response to prior comment 6 and reissue in part. Please further revise your prospectus to remove the Incorporation
of Documents by Reference section and provide all disclosure required by the form that is currently incorporated by reference, 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.

Response:
The Company respectfully acknowledges the Staff’s comment and advises in response that it has revised the prospectus in the
Amendment to remove the Incorporation of Documents by Reference section and provide all disclosure required by the form that is currently
incorporated by reference.

*****

Thank
you very much for your review of the attached. 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/
    Aaron Green

    Aaron
    Green

    Chief
    Executive Officer

United States securities and exchange commission logo
April 30, 2024
Paul J. Casey
Chief Executive Officer
OneMedNet Corporation
6385 Old Shady Oak Road, Suite 250
Eden Prairie, MN 55344
Re:OneMedNet Corporation
Amendment No. 1 to Registration Statement on Form S-1
Filed April 16, 2024
File No. 333-276130
Dear Paul J. Casey:
            We have reviewed your amended registration statement and have the following
comments.
            Please respond to this letter by amending your registration statement and providing the
requested information. If you do not believe a comment applies 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 this letter, we may have additional comments. Unless we note otherwise,
any references to prior comments are to comments in our January 8, 2024 letter.
Amendment No. 1 to Registration Statement on Form S-1
Cover Page
1.We note your disclosure of the purchase price for certain securities being registered for
resale. For each of the securities being registered for resale, please specifically identify
each of the selling securityholders and disclose the price that the selling securityholders
paid for such securities.
2.We note your revised disclosure within the Risk Factors and Use of Proceeds sections in
response to comment 2, and reissue the comment in part. Please further revise your cover
page, prospectus summary and MD&A sections to clearly disclose the exercise price of
the warrants compared to the market price of the underlying securities, and if the warrants
are out the money, please disclose the likelihood that warrant holders will not exercise
their warrants and state that cash proceeds associated with the exercises of the warrants
are dependent on the current or then-current stock price. As applicable, describe the

 FirstName LastNamePaul J. Casey
 Comapany NameOneMedNet Corporation
 April 30, 2024 Page 2
 FirstName LastNamePaul J. Casey
OneMedNet Corporation
April 30, 2024
Page 2
impact on your liquidity and update the discussion on the ability of your company to fund
your operations on a prospectus basis with your current cash on hand.
3.We note the revisions in response to comment 5 and reissue the comment. On the cover
page, risk factors section, and elsewhere, as appropriate, please further revise your
disclosure to clarify the price that each selling securityholder paid for the individual
securities being registered for resale, whether common stock or warrants. Please also
provide additional disclosure:

•highlighting 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;

•explaining that while the Sponsor, private placement investors, PIPE investors
and 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; and

•clearly providing the potential profit each of the selling securityholders may earn
based on the current trading price.
Risk Factors
Sales of substantial amounts of our Common Stock in the public markets..., page 43
4.We note your revised disclosure in response to prior comment 4 and reissue in part. Please
further amend your disclosure to disclose the purchase price of the securities being
registered for resale and state 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.
Management's Discussion and Analysis of Financial Condition and Results of Operations, page
62
5.We note your response to prior comment 2 and reissue in part. In light of the disparity
between the exercise price of the warrants and the current trading price of the common
stock, please expand your discussion of capital resources to address any changes in the
company's liquidity position since the business combination. If the company is likely to
have to seek additional capital, discuss the effect of this offering on the company's ability
to raise additional capital.
6.We note that the projected revenues for 2022 and 2023 were approximately $3.8 and $8.6
million, respectively, as set forth in the OneMedNet Revenue Projections calculated by

 FirstName LastNamePaul J. Casey
 Comapany NameOneMedNet Corporation
 April 30, 2024 Page 3
 FirstName LastName
Paul J. Casey
OneMedNet Corporation
April 30, 2024
Page 3
Marshall & Stevens in connection with the evaluation of the Business Combination. We
also note that your actual revenues for the years ended December 31, 2022 and December
31, 2023 were approximately $1.15 million and $1.02 million, respectively. As you have
missed your 2022 and 2023 revenue projections, please update your disclosure in
Liquidity and Capital Resources and elsewhere in the registration statement to provide
updated information about the company’s financial position and further risks to the
business operations and liquidity in light of these circumstances.
General
7.Please revise your registration statement to include a section on certain relationships and
related party transactions. Refer to Item 404 of Regulation S-K.
8.We note your revisions in response to prior comment 6 and reissue in part. Please further
revise your prospectus to remove the Incorporation of Documents by Reference
section and provide all disclosure required by the form that is currently incorporated by
reference, 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.
            Please contact Benjamin Richie at 202-551-7857 or Jane Park at 202-551-7439 with any
other questions.
Sincerely,
Division of Corporation Finance
Office of Industrial Applications and
Services
cc:       Debbie Klis

CORRESP
1
filename1.htm

    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

    2 | PAGE

United States securities and exchange commission logo
January 8, 2024
Paul J. Casey
Chief Executive Officer
OneMedNet Corporation
6385 Old Shady Oak Road, Suite 250
Eden Prairie, MN 55344
Re:OneMedNet Corporation
Registration Statement on Form S-1
Filed December 18, 2023
File No. 333-276130
Dear Paul J. Casey:
            We have conducted a limited review of your registration statement and have the
following comments.
            Please respond to this letter by amending your registration statement and providing the
requested information. If you do not believe a comment applies 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 this letter, we may have additional comments.
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.
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.

 FirstName LastNamePaul J. Casey
 Comapany NameOneMedNet Corporation
 January 8, 2024 Page 2
 FirstName LastNamePaul J. Casey
OneMedNet Corporation
January 8, 2024
Page 2
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.
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.
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,

 FirstName LastNamePaul J. Casey
 Comapany NameOneMedNet Corporation
 January 8, 2024 Page 3
 FirstName LastName
Paul J. Casey
OneMedNet Corporation
January 8, 2024
Page 3
including, but not limited to, the MD&A, risk factors and description of your business
sections and the financial statements.
            We remind you that the company and its management are responsible for the accuracy
and adequacy of their disclosures, notwithstanding any review, comments, action or absence of
action by the staff.
            Refer to Rules 460 and 461 regarding requests for acceleration. Please allow adequate
time for us to review any amendment prior to the requested effective date of the registration
statement.
            Please contact Benjamin Richie at 202-551-7857 or Margaret Sawicki at 202-551-7153
with any other questions.
Sincerely,
Division of Corporation Finance
Office of Industrial Applications and
Services
cc:       Debbie Klis

CORRESP
1
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September 21, 2023

VIA
EDGAR

Securities and Exchange Commission

Division of Corporation Finance

100 F Street, N.E., Mail Stop 4561

Washington, D.C. 20549

Attention: Taylor Beech

 Re: Data Knights Acquisition Corp.

Registration Statement on Form S-4

File No. 333-274519

Ladies and Gentlemen:

In accordance with Rule 461
under the Securities Act of 1933, Data Knights Acquisition Corp., Inc. (the “Company”) hereby requests that the Securities
and Exchange Commission (the “Commission”) accelerate the effective date of the above-captioned Registration Statement in
order that the Registration Statement shall become effective at 9:00 A.M. (ET) on September 22, 2023, or as soon thereafter
as practicable.

Please contact Andrew M. Tucker
(202-689-2987) or Rebekah D. McCorvey (404-322-6735) of Nelson Mullins Riley & Scarborough LLP, counsel to the Company, with
any questions about this acceleration request. Please notify either of the foregoing when this request for acceleration of effectiveness
of the Registration Statement has been granted.

    Very truly yours,

    Data Knights Acquisition Corp.

    By:
    /s/ Barry Anderson

    Barry Anderson

    Chief Executive Officer

CORRESP
1
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    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

United States securities and exchange commission logo
August 15, 2023
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. 7 to Registration Statement on Form S-4
Filed August 2, 2023
Amendment No. 8 to Registration Statement on Form S-4
Filed August 8, 2023
File No. 333-266274
Dear Barry Anderson:
            We have reviewed your amended registration statement and have the following
comment.  In our comment, 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 comment applies 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 this comment, we may have additional comments.  Unless we note
otherwise, our references to prior comments are to comments in our July 21, 2023 letter.
Amendment No. 7 to Registration Statement on Form S-4
Q: What equity stake will current stockholders of Data Knights hold after the Closing?, page 12
1.We note your revised disclosure in response to comment 2.  On page 12, and elsewhere in
your filing where you present the ownership of the post-combination company, revise to
include a line item for the Convertible Notes holders who will own 11.8% of the post-
combination company.

 FirstName LastNameBarry Anderson
 Comapany NameData Knights Acquisition Corp.
 August 15, 2023 Page 2
 FirstName LastName
Barry Anderson
Data Knights Acquisition Corp.
August 15, 2023
Page 2
            Please contact Taylor Beech at 202-551-4515 or Erin Jaskot at 202-551-3442 with any
questions.
Sincerely,
Division of Corporation Finance
Office of Trade & Services
cc:       Andrew M. Tucker, Esq.

United States securities and exchange commission logo
August 14, 2023
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.
Preliminary Proxy Statement on Schedule 14A
Filed July 25, 2023
File No. 001-40386
Dear Barry Anderson:
            We have completed our review of your filing.  We remind you that the company and its
management are responsible for the accuracy and adequacy of their disclosures, notwithstanding
any review, comments, action or absence of action by the staff.
Sincerely,
Division of Corporation Finance
Office of Industrial Applications and
Services
cc:       Rebekah McCorvey, Esq.

CORRESP
1
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    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 1, 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. 7 to Registration on Form S-4

Filed August 1, 2023

File No. 333-266274

On behalf of Data Knights Acquisition Corp. (the
 “Company”), we are hereby responding to the letter dated July 21, 2023 (the “Seventh Comment Letter”) from
the staff (the “Staff”) of the Securities and Exchange Commission (“SEC” or the “Commission”), regarding
the Company’s Amendment No. 6 to Registration Statement on Form S-4 filed July 5, 2023 (the “Registration Statement”).
In response to the Seventh Comment Letter and to update certain information in the Registration Statement, the Company is submitting its
Amendment No. 7 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. 6 to Registration Statement on Form S-4

Summary Term
Sheet, page 2

 1. Here,
and elsewhere in your filing where you discuss the PIPE Investment, revise to specify the rate of conversion to common stock for the
PIPE Notes.

Response:
The Amended Registration Statement has been revised on pages 3, 31 and 120 to specify the PIPE Notes’ rate of conversion to
common stock.

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 1, 2023

Page 2

Q: What equity
stake will current stockholders of Data Knights hold after the Closing?, page 12

 2. Here,
and elsewhere in your filing where you present the ownership of the post-combination company, revise to include a line item for the PIPE
Investors, as-converted to common stock. In the table on page 13, revise to clarify whether the "Convertible Notes" line
item refers to the PIPE Notes.

Response:
The Amended Registration Statement has been revised on pages 12, 14 and 111 to account for the PIPE Investors as converted to common
stock.

 3. We
note that you have removed the table disclosing the Equity Value Per Share at each redemption level on page 13. Please revise to
include such disclosure, or tell us why it is no longer applicable.

Response:
The Amended Registration Statement has been revised on page 14 to incorporate the table disclosing the Equity Value Per Share at
each redemption level, which was inadvertently omitted from the Registration Statement.

Risk Factors

Although the Data Knights Class A Ordinary Shares are listed
on the Nasdaq Capital Market...,page 73

 4. Revise
this risk factor to discuss any risks of exchange de-listing, as it appears you may rely on the exchange listing exemption to avoid being
considered a “penny stock.”

Response:
The Amended Registration Statement has been revised on pages 75 and 77 to add two new risk factors titled “There can
be no assurance that New OneMedNet common stock and Public Warrants that will be issued in connection with the Business Combination will
be approved for listing on Nasdaq or, if approved, will continue to be so listed following the closing of the Business Combination, or
that we will be able to comply with the continued listing standards of Nasdaq. New OneMedNet’s failure to meet the continued listing
requirements of Nasdaq could result in a delisting of its Securities” and “Penny stocks are generally considered
to be high-risk investments. There are several factors that contribute to the high-risk nature of penny stocks, including…”

Securities and Exchange Commission

August 1, 2023

Page 3

Background of the Business Combination, page 111

 5. Revise
this section to include more detail regarding the PIPE Investment negotiations, including, but not limited to, the terms of the financing,
how the parties arrived at a transaction amount of $1.5 million, and how the PIPE Investors were chosen.

Response:
The Amended Registration Statement has been revised on pages 121 and 122 to include more detail regarding the PIPE Investment negotiations,
including, but not limited to, the terms of the financing, how the parties arrived at a transaction amount of $1.5 million, and how the
PIPE Investors were chosen.

General

 6. We
note the addition of the NTA Proposal. Where you present the maximum redemption scenario throughout your filing, including the Unaudited
Pro Forma Condensed Combined Financials, revise to assume that NTA Proposal is approved and all remaining public shares are redeemed,
and clearly disclose that the maximum redemption scenario assumes that the NTA Proposal is approved.

Response:
The Company Amended Registration Statement has been revised on pages 12, 13, 50, 54, 111, 246 to clarify that the maximum redemption
scenario assumes the NTA Proposal is approved and all remaining public shares are redeemed.

*       *
*       *       *

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

United States securities and exchange commission logo
July 21, 2023
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. 6 to Registration Statement on Form S-4
Filed July 5, 2023
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 April 26, 2023 letter.
Amendment No. 6 to Registration Statement on Form S-4
Summary Term Sheet, page 2
1.Here, and elsewhere in your filing where you discuss the PIPE Investment, revise to
specify the rate of conversion to common stock for the PIPE Notes.
Q: What equity stake will current stockholders of Data Knights hold after the Closing?, page 12
2.Here, and elsewhere in your filing where you present the ownership of the post-
combination company, revise to include a line item for the PIPE Investors, as-converted to
common stock.  In the table on page 13, revise to clarify whether the "Convertible Notes"
line item refers to the PIPE Notes.

 FirstName LastNameBarry Anderson
 Comapany NameData Knights Acquisition Corp.
 July 21, 2023 Page 2
 FirstName LastName
Barry Anderson
Data Knights Acquisition Corp.
July 21, 2023
Page 2
3.We note that you have removed the table disclosing the Equity Value Per Share at each
redemption level on page 13.  Please revise to include such disclosure, or tell us why it is
no longer applicable.
Risk Factors
Although the Data Knights Class A Ordinary Shares are listed on the Nasdaq Capital Market...,
page 73
4.Revise this risk factor to discuss any risks of exchange de-listing, as it appears you may
rely on the exchange listing exemption to avoid being considered a “penny stock.”
Background of the Business Combination, page 111
5.Revise this section to include more detail regarding the PIPE Investment negotiations,
including, but not limited to, the terms of the financing, how the parties arrived at a
transaction amount of $1.5 million, and how the PIPE Investors were chosen.
General
6.We note the addition of the NTA Proposal.  Where you present the maximum redemption
scenario throughout your filing, including the Unaudited Pro Forma Condensed Combined
Financials, revise to assume that NTA Proposal is approved and all remaining public
shares are redeemed, and clearly disclose that the maximum redemption scenario assumes
that the NTA Proposal is approved.
            You may contact Tatanisha 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:       Andrew M. Tucker, Esq.

CORRESP
1
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                                                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

July 3, 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. 6 to Registration
on Form S-4

Filed [-], 2023

File No. 333-266274

On behalf of Data Knights Acquisition Corp. (the
 “Company”), we are hereby responding to the letter dated April 26, 2023 (the “Sixth Comment Letter”) from
the staff (the “Staff”) of the Securities and Exchange Commission (“SEC” or the “Commission”), regarding
the Company’s Amendment No. 5 to Registration Statement on Form S-4 filed April 11, 2023 (the “Registration
Statement”). In response to the Sixth Comment Letter and to update certain information in the Registration Statement, the Company
is submitting its Amendment No. 6 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.

OneMedNet Revenue Projections, page 117

 1. We note that the projections
                                            the Board relied upon in conducting their valuation analysis assumed OneMedNet's revenue
                                            for 2022 would be $3.8 million, yet you disclose that OneMedNet's actual revenue for 2022
                                            was $1.53 million. Given the disparity in actual and projected revenue, please tell us whether
                                            management expects the results for future periods to differ materially from the projections,
                                            and describe what consideration the Board gave to obtaining updated projections or a lack
                                            of reliance upon the projections. Further, please amend your disclosure in this section to
                                            discuss whether the 2022 actual results have altered the Board's consideration and decision
                                            to recommend the business combination and explain why the board is still recommending the
                                            transaction if results materially differ from these projections.

Response: The Amended Registration Statement
has been revised on page 122- 123 to address the disparity in actual and projected revenue and management’s approach and expectations
in connection therewith. We have also added a new risk factor on page(s) 57 of the Amended Registration Statement to discuss the
risks to shareholders in connection with projections presented in the same.

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

July 3, 2023

Page 2

Executive Compensation of OneMedNet

Outstanding Equity Awards, page 198

 2. We note your revised disclosure
                                            in response to comment 5 and reissue our comment in part. Please include the disclosure required
                                            by Item 402(p). Refer to Item 18(a)(7)(ii) of Form S-4.

Response: The Amended Registration Statement
has been revised on page 202 to include a tabular disclosure to comply with the requirements of Item 402(p).

General

 3. We note your revised disclosure
                                            in response to comment 7 and reissue our comment in part. Please revise the disclosure throughout
                                            so the following is clear to investors:

 · The
                                            anticipated timing of the SEPA Financing and the name of the counterparty. In this regard,
                                            we note your disclosure states it may occur "in the very near future." Clarify
                                            whether you expect this to occur prior to the effectiveness of this registration statement
                                            and/or the closing of the business combination;

 · Whether
                                            you would issue shares at a discount in the SEPA Financing, and, if so, include a risk factor
                                            indicating that shares issued at a discount could result in negative pressure on your stock
                                            price following the Business Combination;

 · The
                                            total potential dilutive impact of the SEPA at each of the redemption levels detailed in
                                            your sensitivity analysis. In this regard, it appears you have only presented the potential
                                            dilution as of a date immediately after the business combination, yet you disclose elsewhere
                                            that you have received a term sheet for a SEPA Financing for up to $50 million;

 · Revise
                                            the Background of the Business Combination section beginning on page 106 to include
                                            a discussion of negotiations relating to the SEPA Financing, including background on when
                                            and why you decided to pursue this additional financing arrangement and the status of such
                                            arrangements; and

Securities and Exchange Commission

July 3, 2023

Page 3

 · Revise
                                            the risk factor on page 70 to present the ownership of the post-combination company
                                            without including the PIPE financing and consistent with the presentation elsewhere in the
                                            filing.

Response: The Amended Registration Statement
has been revised to remove all references to the SEPA given that it is no longer being pursued.

*     *     *     *     *

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

United States securities and exchange commission logo
April 26, 2023
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. 5 to Registration Statement on Form S-4
Filed April 11, 2023
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 February 17, 2023 letter.
Amendment No. 5 to Registration Statement on Form S-4
OneMedNet Revenue Projections, page 117
1.We note that the projections the Board relied upon in conducting their valuation analysis
assumed OneMedNet's revenue for 2022 would be $3.8 million, yet you disclose that
OneMedNet's actual revenue for 2022 was $1.53 million.  Given the disparity in actual
and projected revenue, please tell us whether management expects the results for future
periods to differ materially from the projections, and describe what consideration the
Board gave to obtaining updated projections or a lack of reliance upon the projections.
Further, please amend your disclosure in this section to discuss whether the 2022 actual
results have altered the Board's consideration and decision to recommend the business

 FirstName LastNameBarry Anderson
 Comapany NameData Knights Acquisition Corp.
 April 26, 2023 Page 2
 FirstName LastName
Barry Anderson
Data Knights Acquisition Corp.
April 26, 2023
Page 2
combination and explain why the board is still recommending the transaction if results
materially differ from these projections.
Executive Compensation of OneMedNet
Outstanding Equity Awards, page 198
2.We note your revised disclosure in response to comment 5 and reissue our comment in
part.  Please include the disclosure required by Item 402(p).  Refer to Item 18(a)(7)(ii) of
Form S-4.
General
3.We note your revised disclosure in response to comment 7 and reissue our comment in
part.  Please revise the disclosure throughout so the following is clear to investors:

•The anticipated timing of the SEPA Financing and the name of the counterparty.  In
this regard, we note your disclosure states it may occur "in the very near future."
Clarify whether you expect this to occur prior to the effectiveness of this registration
statement and/or the closing of the business combination;
•Whether you would issue shares at a discount in the SEPA Financing, and, if so,
include a risk factor indicating that shares issued at a discount could result in negative
pressure on your stock price following the Business Combination;
•The total potential dilutive impact of the SEPA at each of the redemption levels
detailed in your sensitivity analysis.  In this regard, it appears you have only
presented the potential dilution as of a date immediately after the business
combination, yet you disclose elsewhere that you have received a term sheet for a
SEPA Financing for up to $50 million;
•Revise the Background of the Business Combination section beginning on page 106
to include a discussion of negotiations relating to the SEPA Financing, including
background on when and why you decided to pursue this additional financing
arrangement and the status of such arrangements; and
•Revise the risk factor on page 70 to present the ownership of the post-combination
company without including the PIPE financing and consistent with the presentation
elsewhere in the filing.
            Please contact Taylor Beech at 202-551-4515 or Erin Jaskot at 202-551-3442 with any
questions.
Sincerely,
Division of Corporation Finance
Office of Trade & Services
cc:       Larry Shackelford, Esq.

CORRESP
1
filename1.htm

    NELSON
    MULLINS RILEY & SCARBOROUGH LLP

    ATTORNEYS
    AND COUNSELORS AT LAW

    Larry
    Shackelford

    T: 404.322.6173

    larry.shackelford@nelsonmullins.com

    201
    17th Street NW, Suite 1700

    Atlanta,
    GA 30363

    T:
    404.322.6000 F: 404.322.6050

    nelsonmullins.com

April 10, 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. 5 to Registration on Form S-4

Filed April 7, 2023

File No. 333-266274

Ladies and Gentlemen:

On behalf of Data Knights Acquisition Corp. (the
 “Company”), we are hereby responding to the letter dated February 17, 2023 (the “Fifth Comment Letter”) from
the staff (the “Staff”) of the Securities and Exchange Commission (“SEC” or the “Commission”), regarding
the Company’s Amendment No. 4 to Registration Statement on Form S-4 filed February 3, 2023 (the “Registration
Statement”). In response to the Fifth Comment Letter and to update certain information in the Registration Statement, the Company
is submitting its Amendment No. 5 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.

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

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

Securities and Exchange Commission

April 10, 2023

Page 2

Questions and Answers About the Proposals

Q. How Does the Sponsor Intend to Vote on
the Proposals?, page 10

 1. We note your response to comment 13 and reissue our comment in part. It appears that your disclosure
on page 10 which states that "the Insiders own of record and are entitled to vote an aggregate of approximately 20% of the outstanding
shares of Data Knights Class A Common Stock through their ownership of Founder Shares," includes shares held by PIPE investors.
Given that PIPE investors will not be voting on the Proposals, please revise to present the Insiders' ownership prior to the PIPE investment
or any other alternative financing.

Response: The Amended Registration Statement
has been revised on page 11 to correct the percentage of the outstanding shares of Data Knights Common Stock which may be voted
by the Insiders.

Q. How do redemptions of Data Knights' Public
Shares impact the Closing..., page 20

 2. We reissue comment 3 in part. Please clarify, to the extent accurate, that non-redemption agreements
would not be sufficient to ensure you meet the Minimum Cash Condition.

Response: The Amended Registration Statement
has been revised on page 20 to disclose that non-redemption agreements would not be sufficient to ensure that the Company satisfies
the Minimum Cash Condition.

Unaudited
Pro Forma Condensed Combined Financial Information, page 46

 3. Rule 11-01(a)(8) of Regulation S-X requires transactions to be probable to be included
in pro forma financial information. Therefore, if consummation of the PIPE is not probable, please remove this pro forma adjustment.

Response: In response to SEC’s comment,
the pro forma financial information has been revised to remove this pro forma adjustment.

OneMedNet
Management's Discussion and Analysis of Financial Condition and Results of Operations, page 184

 4. We note the revised disclosure in response to comment 11. However, this disclosure should be provided
in MD&A of OneMedNet, which starts on page 184, rather than in the notes to the financial statements. Please revise to move the
added disclosure to MD&A. Please also revise the table of contents at the beginning of your filing to include MD&A.

Response: We acknowledge the Staff’s
comment and have updated the Registration Statement accordingly, including updating OneMedNet’s MD&A and removing the prior
information inserted in the financial statements.

Securities and Exchange Commission

April 10, 2023

Page 3

Executive
Compensation of OneMedNet Outstanding Equity Awards, page 198

 5. We note your disclosure that OneMedNet has no outstanding equity awards, yet we also note that your
summary compensation table suggests equity awards were granted in each of the last three fiscal years. Please confirm that there were
no equity awards outstanding as of December 31, 2022, or provide the disclosure required by Item 402(p).

Response: In response to the Staff’s
comment, we have amended the disclosure on page 200 of the Registration Statement provide the disclosure required by Item 402(p).

Exhibits

 6. We note your response to comment 10 that you have redacted the names of the parties to exhibits
10.18 and 10.19 because they are confidential. However, we do not see that the exhibit index or exhibits contain the disclosure required
by Item 601(b)(10)(iv) indicating that you are redacting certain terms, and the redacted terms are not marked in the agreement. To
the extent you wish to redact terms that are both not material and are the type that you treat as private and confidential, please revise
to follow the procedure set forth in Item 601(b)(10)(iv). In the alternative, please file unredacted copies of these agreements.

Response: In response to the Staff’s
comment, we have amended the index and exhibits to contain the disclosure required by Item 601(b)(10)(iv).

General

 7. We note your disclosure on page 20 that there has been a slowdown in PIPE investments and that
you are in negotiations with an investor regarding a SEPA for funds totaling $50 million to $100 million over 36 months. Given that you
are pursuing alternative funding options in place of the PIPE, please tell us why you believe it is appropriate to continue presenting
the disclosure throughout the registration statement as if the PIPE will occur, such as in the ownership disclosure both before and after
the Business Combination, the Nasdaq Proposal which relates only to the issuance of shares in connection with a PIPE, and that the common
stock issued and outstanding assumes no additional equity financing other than the PIPE. In addition, the discussions of the risks of
a failure to complete the PIPE investment suggests that the PIPE financing is the only funding source you are pursuing. In the alternative,
please revise the disclosure throughout so the following is clear to investors:

 · The various financing alternatives you
are pursuing;

Securities and Exchange Commission

April 10, 2023

Page 4

 · The likelihood that such financing is secured
and the anticipated timing;

 · A summary of the material terms of such
financing, to the extent known;

 · Whether you would issue shares at a discount,
including a risk factor indicating that shares issued at a discount could result in negative pressure on your stock price following the
Business Combination;

 · Whether and to what extent the PIPE and/or
SEPA may be a possible source of dilution for shareholders who elect not to redeem their shares in connection with the business combination.
To the extent that it may be a significant source of dilution, please provide disclosure of the impact of that significant source of dilution
at each of the redemption levels detailed in your sensitivity analysis, including any needed assumptions; and

 · Revise the Background of the Business Combination
section beginning on page 107 to include a discussion of negotiations relating to the SEPA, including background on when and why
you decided to pursue this additional financing arrangement and the status of such arrangements.

Response: In response to the Staff’s
comment, we have revised the disclosure in the Amended Registration Statement to discuss the financing alternatives being pursued, to
make clear that obtaining such financing cannot be assured, and further disclose the potential impacts of the financing alternatives on
the Company’s stock price and the dilution experienced by the Public Shareholders who elect not to redeem their shares.

 8. Please include disclosure addressing the risk that you may be deemed to be an investment company
under the U.S. Investment Company Act of 1940 that is comparable to the risk factor disclosure on pages 24-25 of your Definitive
Proxy Statement on Schedule 14A filed on October 27, 2022.

Response: The Amended Registration Statement
has been revised on pages 76 and 77 to add the requested disclosure.

*   *   *   *   *

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 404-322-6713
or larry.shackelford@nelsonmullins.com. Thank you very much for your assistance.

   Sincerely,

    Larry Shackelford

United States securities and exchange commission logo
February 17, 2023
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. 4 to Registration Statement on Form S-4
Filed February 3, 2023
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 January 27, 2023 letter.
Amendment No. 4 to Registration Statement on Form S-4
Questions and Answers About the Proposals
Q. How Does the Sponsor Intend to Vote on the Proposals?, page 10
1.We note your response to comment 13 and reissue our comment in part.  It appears that
your disclosure on page 10 which states that "the Insiders own of record and are entitled to
vote an aggregate of approximately 20% of the outstanding shares of Data Knights
Class A Common Stock through their ownership of Founder Shares," includes shares held
by PIPE investors. Given that PIPE investors will not be voting on the Proposals, please
revise to present the Insiders' ownership prior to the PIPE investment or any other
alternative financing.

 FirstName LastNameBarry Anderson
 Comapany NameData Knights Acquisition Corp.
 February 17, 2023 Page 2
 FirstName LastNameBarry Anderson
Data Knights Acquisition Corp.
February 17, 2023
Page 2
Q. How do redemptions of Data Knights' Public Shares impact the Closing..., page 20
2.We reissue comment 3 in part.  Please clarify, to the extent accurate, that non-redemption
agreements would not be sufficient to ensure you meet the Minimum Cash Condition.
Unaudited Pro Forma Condensed Combined Financial Information, page 46
3.Rule 11-01(a)(8) of Regulation S-X requires transactions to be probable to be included in
pro forma financial information.  Therefore, if consummation of the PIPE is not probable,
please remove this pro forma adjustment.
OneMedNet Management's Discussion and Analysis of Financial Condition and Results of
Operations, page 184
4.We note the revised disclosure in response to comment 11.  However, this disclosure
should be provided in MD&A of OneMedNet, which starts on page 184, rather than in the
notes to the financial statements.  Please revise to move the added disclosure to MD&A.
Please also revise the table of contents at the beginning of your filing to include MD&A.
Executive Compensation of OneMedNet
Outstanding Equity Awards, page 198
5.We note your disclosure that OneMedNet has no outstanding equity awards, yet we also
note that your summary compensation table suggests equity awards were granted in each
of the last three fiscal years.  Please confirm that there were no equity awards outstanding
as of December 31, 2022, or provide the disclosure required by Item 402(p).
Exhibits
6.We note your response to comment 10 that you have redacted the names of the parties to
exhibits 10.18 and 10.19 because they are confidential. However, we do not see that the
exhibit index or exhibits contain the disclosure required by Item 601(b)(10)(iv) indicating
that you are redacting certain terms, and the redacted terms are not marked in the
agreement. To the extent you wish to redact terms that are both not material and are the
type that you treat as private and confidential, please revise to follow the procedure set
forth in Item 601(b)(10)(iv). In the alternative, please file unredacted copies of these
agreements.
General
7.We note your disclosure on page 20 that there has been a slowdown in PIPE investments
and that you are in negotiations with an investor regarding a SEPA for funds totaling
$50 million to $100 million over 36 months.  Given that you are pursuing alternative
funding options in place of the PIPE, please tell us why you believe it is appropriate to
continue presenting the disclosure throughout the registration statement as if the PIPE will
occur, such as in the ownership disclosure both before and after the Business

 FirstName LastNameBarry Anderson
 Comapany NameData Knights Acquisition Corp.
 February 17, 2023 Page 3
 FirstName LastName
Barry Anderson
Data Knights Acquisition Corp.
February 17, 2023
Page 3
Combination, the Nasdaq Proposal which relates only to the issuance of shares in
connection with a PIPE, and that the common stock issued and outstanding assumes no
additional equity financing other than the PIPE.  In addition, the discussions of the risks of
a failure to complete the PIPE investment suggests that the PIPE financing is the only
funding source you are pursuing. In the alternative, please revise the disclosure throughout
so the following is clear to investors:

•The various financing alternatives you are pursuing;
•The likelihood that such financing is secured and the anticipated timing;
•A summary of the material terms of such financing, to the extent known;
•Whether you would issue shares at a discount, including a risk factor indicating that
shares issued at a discount could result in negative pressure on your stock price
following the Business Combination;
•Whether and to what extent the PIPE and/or SEPA may be a possible source of
dilution for shareholders who elect not to redeem their shares in connection with the
business combination.  To the extent that it may be a significant source of dilution,
please provide disclosure of the impact of that significant source of dilution at each of
the redemption levels detailed in your sensitivity analysis, including any needed
assumptions; and
•Revise the Background of the Business Combination section beginning on page 107
to include a discussion of negotiations relating to the SEPA, including background on
when and why you decided to pursue this additional financing arrangement and the
status of such arrangements.
8.Please include disclosure addressing the risk that you may be deemed to be an investment
company under the U.S. Investment Company Act of 1940 that is comparable to the risk
factor disclosure on pages 24-25 of your Definitive Proxy Statement on Schedule 14A
filed on October 27, 2022.
            You may contact Lyn Shenk at 202-551-3380 or Ta Tanisha Meadows at 202-551-3322
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.

CORRESP
1
filename1.htm

  NELSON MULLINS RILEY & SCARBOROUGH LLP

                         ATTORNEYS AND COUNSELORS AT LAW

  Larry Shackelford

 T: 404.322.6173

 larry.shackelford@nelsonmullins.com
  201 17th Street NW, Suite 1700

  Atlanta, GA 30363

  T: 404.322.6000 F: 404.322.6050

  nelsonmullins.com

February 3, 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. 4 to Registration on Form S-4

                                            Filed February 3, 2023

                                            File No. 333-266274

Ladies and Gentlemen:

On behalf of Data Knights Acquisition Corp. (the
 “Company”), we are hereby responding to the letter dated January 27, 2023 (the “Fourth Comment Letter”)
from the staff (the “Staff”) of the Securities and Exchange Commission (“SEC” or the “Commission”),
regarding the Company’s Amendment No. 3 to Registration Statement on Form S-4 filed January 3, 2023 (the “Registration
Statement”). In response to the Fourth Comment Letter and to update certain information in the Registration Statement, the Company
is submitting its Amendment No. 4 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.

Questions and Answers About the Proposals,
page 10

 1. We note your revisions
                                            in response to comment 1. However, the new question and answer focuses on the impact of redemptions.
                                            Please add a new question and answer specifically addressing 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. In the new question and answer, please also disclose that $91.4 million
                                            of the proceeds in the trust account were used to pay the most recent redemptions, and indicate
                                            how the current trust account balance could further leave the post-merger entity undercapitalized.

Response: The Amended Registration Statement
has been revised on page 20 to add a new question and answer specifically addressing the risk that failure to close a PIPE Investment
could leave the post-merger entity under-capitalized, explain the consequences if this were to occur and add the related requested disclosure.

What interests do Data Knights' current officers and directors
have in the Business Combination?, page 17

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

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

Securities and Exchange Commission

February 3, 2023

Page 2

 2. We note your revised disclosure
                                            in response to comment 7 and reissue our comment in part. Please quantify the value of any
                                            out-of-pocket expenses and 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, as well as any additional amounts deposited to further extend the
                                            date. Please include similar disclosure elsewhere in the prospectus where you discuss the
                                            interests of the Sponsor, directors and officers, including pages 32, 90 and 101, and
                                            include the revised disclosure that you have included on pages 17-18.

Response: The Amended Registration Statement
has been revised on pages 18, 34, 91 and 107 to include the requested disclosure.

How do redemptions of Data Knights' Public
Shares impact the Closing..., page 20

 3. Please revise to disclose
                                            that the Minimum Cash Condition is $30 million. Please also indicate that based on the current
                                            value of the Trust Account, you will not satisfy the Minimum Cash Condition, and that completion
                                            of the PIPE Investment or alternative financing arrangements will be necessary to meet the
                                            Minimum Cash Condition. Please clarify, to the extent accurate, that non-redemption agreements
                                            would not be sufficient to ensure you meet the Minimum Cash Condition.

Response: The Amended Registration Statement
has been revised on page 20 to provide the requested disclosure.

Risk Factors - Data Knights' independent
registered public accounting firm's report contains an explanatory paragraph..., page 73

Securities and Exchange Commission

February 3, 2023

Page 3

 4. We note your disclosure
                                            on page 181 that at April 1, 2023, your outstanding convertible notes may be converted
                                            into stock or repaid back in cash at the note holders discretion, and if more than 30% of
                                            these noteholders choose to be paid back in cash, you may not be able to meet the cash requirements
                                            to meet this obligation. Please revise this risk factor to address this.

Response: The Amended Registration Statement
has been revised on page 75 to provide the requested disclosure.

General Description of the Merger Agreement
- Conditions to the Closing, page 97

 5. We reissue comment 6 in
                                            part. Clarify that the minimum cash condition is a condition to closing here and on page 14.
                                            Please also indicate the value ($30 million) of the minimum cash condition.

Response: The Amended Registration Statement
has been revised on pages 15 and 103 to provide the requested disclosure.

Background of the Business Combination,
page 101

 6. We note your revised disclosure
                                            in response to comment 7 and reissue our comment in part. Please disclose when you decided
                                            to pursue discussions solely with OneMedNet.

Response: The Amended Registration Statement
has been revised on page 109 to provide the requested disclosure.

Background of the Business Combination,
page 101

 7. We note your revised disclosure
                                            in response to comment 8 that "the representations and warranties and provisions governing
                                            the treatment of options and warrants, together with those relating to the Minimum Cash Condition
                                            and the PIPE financing, were the material terms negotiated in the Merger Agreement."
                                            Please further revise to elaborate on the negotiation of those terms.

Response: The Amended Registration Statement
has been revised on page 109 to provide the requested disclosure.

The Board's Reasons for Approval of the
Business Combination, page 105

 8. We note your revised disclosure
                                            in response to comment 10. Please further revise the table to include the underlying financial
                                            data used to calculate each multiple. We also note your disclosure that "these companies
                                            overlapped with, but were different from, the list of public companies included in the guideline
                                            public company analysis used by Marshall & Stevens in preparing its opinion,"
                                            yet it appears this analysis included the same list of companies. Please explain how this
                                            analysis differed from the analysis prepared by Marshall & Stevens.

Response: The Amended Registration Statement
has been revised beginning on page 113 to provide the requested disclosure.

Competition, page 164

Securities and Exchange Commission

February 3, 2023

Page 4

 9. We note your revised disclosure
                                            in response to comment 16 in your risk factors and reissue our comment. 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 your competitors.

Response: The Amended Registration
Statement has been revised on pages 67-68 and 171-172 to provide a general description of the number and size of
OneMedNet’s competitors within the real world data market, the general factors on which OneMedNet competes and to provide
context and quantity for OneMedNet’s statements regarding its competitors.

Material
Customer Agreements, page 166

 10. We note your response
                                            to comment 17 and reissue our comment in part. Please tell us whether your agreement with
                                            Siemens tracks your standard Data License Agreement. If not, describe the material terms
                                            of your agreement with Siemens and how it differs from your standard Data License Agreement.
                                            We also note you have filed two agreements as exhibits 10.18 and 10.19, but it is not clear
                                            whether these are your agreements with Change Healthcare and Siemens. Revise your exhibit
                                            index to clarify.

Response: The Amended Registration Statement
has been revised on page 176 to explain that the Data License Agreement with Siemens does indeed track OneMedNet’s standard
Data License Agreement. With regards to the Exhibit Index and the two agreements previously filed in exhibits 10.18 and 10.19, as
previously explained, the Data License Agreement and Master Reseller Agreement are marked confidential and proprietary and are redacted
to reflect the confidentiality provisions under the Data License Agreement with Siemens and the Data Exchange Master Reseller Agreement
with Change Healthcare.

OneMedNet Management's Discussion and Analysis
of Financial Condition and Results of Operations, page 177

Securities and Exchange Commission

February 3, 2023

Page 5

 11. We note your response
                                            to comment 19, 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.
                                            Please tell us how your disclosure complies with Item 303(b)(1) and (b)(2) of Regulation
                                            S-K. For instance, point out the specific disclosure that explains why Cost of Goods Sold
                                            increased from $612,000 for fiscal year 2020 to $1.2 million for fiscal year 2021. Please
                                            also address your disclosure's compliance with Item 303(c) for interim results and tell
                                            us where you have explained why General and Administrative Expenses increased from $925,000
                                            for the nine months ended September 30, 2021 to $2.0 million for the nine months ended
                                            September 30, 2022. Please ensure that all material changes in accounts are discussed
                                            and provide explanations of the reasons for such changes.

Response: The Amended Registration Statement
has been revised to expand its disclosures under “Cost of Revenues” (F-53) and “Cost of Revenues” (F-70); and
 “Operating expenses” (F-54) and “Operating expenses” (F-71) to ensure compliance with Items 303(b)(1) and
(b)(2) of Regulation S-K and with Item 303(c) for interim results.

Executive Compensation of OneMedNet, page 187

 12. Please update this section
                                            to include disclosure for the year ended December 31, 2022.

Response: The Amended Registration
Statement has been revised beginning on page 195 to include updated executive compensation for the year ended
December 31, 2022.

General

 13. We note your disclosure
                                            that "In connection with the voting on the Extension Amendment Proposal and the Trust
                                            Amendment Proposal at the special meeting, holders of 8,768,456 shares of Class A Common
                                            Stock exercised their right to redeem those shares for cash." Consistently present the
                                            number of shares outstanding, as we note that on page 2 you say that there are currently
                                            6,191,819 shares outstanding, while elsewhere you disclose that there are 5,606,544 shares
                                            outstanding. Please also update the percentages to be held by certain shareholder groups
                                            throughout to account for the redemptions, as well as update the redemption price per share
                                            and the amount of funds in the trust account. For example, we note that you continue to say
                                            that the Insiders own 20% of the outstanding shares of Data Knights Class A Common Stock,
                                            and you disclose the balance of the Trust Account as of July 1, 2022.

Response: The Amended Registration Statement
has been revised on pages 3, 11, 12 and  19 to provide the requested disclosure.

Securities and Exchange Commission

February 3, 2023

Page 6

 14. Where you disclose the
                                            ownership interest of different shareholder groups upon completion of the Business Combination,
                                            please revise the disclosure stating that this assumes "there are no redemptions of
                                            any shares by Data Knights public stockholders," to clarify that th

United States securities and exchange commission logo
January 27, 2023
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. 3 to Registration Statement on Form S-4
Filed January 3, 2023
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 December 6, 2022 letter.
Amendment No. 3 to Registration Statement on Form S-4
Questions and Answers About the Proposals, page 10
1.We note your revisions in response to comment 1.  However, the new question and answer
focuses on the impact of redemptions.  Please add a new question and answer specifically
addressing 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.  In the new
question and answer, please also disclose that $91.4 million of the proceeds in the trust
account were used to pay the most recent redemptions, and indicate how the current trust
account balance could further leave the post-merger entity undercapitalized.

 FirstName LastNameBarry Anderson
 Comapany NameData Knights Acquisition Corp.
 January 27, 2023 Page 2
 FirstName LastNameBarry Anderson
Data Knights Acquisition Corp.
January 27, 2023
Page 2
Q: What interests do Data Knights' current officers and directors have in the Business
Combination?, page 17
2.We note your revised disclosure in response to comment 7 and reissue our comment in
part.  Please quantify the value of any out-of-pocket expenses and 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, as well as any additional amounts deposited to further extend the date.  Please
include similar disclosure elsewhere in the prospectus where you discuss the interests of
the Sponsor, directors and officers, including pages 32, 90 and 101, and include the
revised disclosure that you have included on pages 17-18.
Q. How do redemptions of Data Knights' Public Shares impact the Closing..., page 20
3.Please revise to disclose that the Minimum Cash Condition is $30 million.  Please also
indicate that based on the current value of the Trust Account, you will not satisfy the
Minimum Cash Condition, and that completion of the PIPE Investment or alternative
financing arrangements will be necessary to meet the Minimum Cash Condition.  Please
clarify, to the extent accurate, that non-redemption agreements would not be sufficient to
ensure you meet the Minimum Cash Condition.
Risk Factors
Data Knights' independent registered public accounting firm's report contains an explanatory
paragraph..., page 73
4.We note your disclosure on page 181 that at April 1, 2023, your outstanding convertible
notes may be converted into stock or repaid back in cash at the note holders discretion,
and if more than 30% of these noteholders choose to be paid back in cash, you may not be
able to meet the cash requirements to meet this obligation.  Please revise this risk factor to
address this.
General Description of the Merger Agreement
Conditions to the Closing, page 97
5.We reissue comment 6 in part.  Clarify that the minimum cash condition is a condition to
closing here and on page 14. Please also indicate the value ($30 million) of the minimum
cash condition.
Background of the Business Combination, page 101
6.We note your revised disclosure in response to comment 7 and reissue our comment in
part.  Please disclose when you decided to pursue discussions solely with OneMedNet.
7.We note your revised disclosure in response to comment 8 that "the representations and
warranties and provisions governing the treatment of options and warrants, together with

 FirstName LastNameBarry Anderson
 Comapany NameData Knights Acquisition Corp.
 January 27, 2023 Page 3
 FirstName LastNameBarry Anderson
Data Knights Acquisition Corp.
January 27, 2023
Page 3
those relating to the Minimum Cash Condition and the PIPE financing, were the material
terms negotiated in the Merger Agreement."  Please further revise to elaborate on the
negotiation of those terms.
The Board's Reasons for Approval of the Business Combination, page 105
8.We note your revised disclosure in response to comment 10.  Please further revise the
table to include the underlying financial data used to calculate each multiple.  We also
note your disclosure that "these companies overlapped with, but were different from, the
list of public companies included in the guideline public company analysis used by
Marshall & Stevens in preparing its opinion," yet it appears this analysis included the
same list of companies.  Please explain how this analysis differed from the analysis
prepared by Marshall & Stevens.
Competition, page 164
9.We note your revised disclosure in response to comment 16 in your risk factors and
reissue our comment.  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 your competitors.
Material Customer Agreements, page 166
10.We note your response to comment 17 and reissue our comment in part.  Please tell us
whether your agreement with Siemens tracks your standard Data License Agreement.  If
not, describe the material terms of your agreement with Siemens and how it differs from
your standard Data License Agreement.  We also note you have filed two agreements as
exhibits 10.18 and 10.19, but it is not clear whether these are your agreements with
Change Healthcare and Siemens.  Revise your exhibit index to clarify.
OneMedNet Management's Discussion and Analysis of Financial Condition and Results of
Operations, page 177
11.We note your response to comment 19, 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. Please tell us how your disclosure complies
with Item 303(b)(1) and (b)(2) of Regulation S-K. For instance, point out the specific
disclosure that explains why Cost of Goods Sold increased from $612,000 for fiscal year
2020 to $1.2 million for fiscal year 2021. Please also address your disclosure's compliance
with Item 303(c) for interim results and tell us where you have explained why General and

 FirstName LastNameBarry Anderson
 Comapany NameData Knights Acquisition Corp.
 January 27, 2023 Page 4
 FirstName LastName
Barry Anderson
Data Knights Acquisition Corp.
January 27, 2023
Page 4
Administrative Expenses increased from $925,000 for the nine months ended September
30, 2021 to $2.0 million for the nine months ended September 30, 2022.  Please ensure
that all material changes in accounts are discussed and provide explanations of the reasons
for such changes.
Executive Compensation of OneMedNet, page 187
12.Please update this section to include disclosure for the year ended December 31, 2022.
General
13.We note your disclosure that "In connection with the voting on the Extension Amendment
Proposal and the Trust Amendment Proposal at the special meeting, holders of 8,768,456
shares of Class A Common Stock exercised their right to redeem those shares for cash."
Consistently present the number of shares outstanding, as we note that on page 2 you say
that there are currently 6,191,819 shares outstanding, while elsewhere you disclose that
there are 5,606,544 shares outstanding. Please also update the percentages to be held by
certain shareholder groups throughout to account for the redemptions, as well as update
the redemption price per share and the amount of funds in the trust account. For example,
we note that you continue to say that the Insiders own 20% of the outstanding shares of
Data Knights Class A Common Stock, and you disclose the balance of the Trust Account
as of July 1, 2022.
14.Where you disclose the ownership interest of different shareholder groups upon
completion of the Business Combination, please revise the disclosure stating that this
assumes "there are no redemptions of any shares by Data Knights public stockholders," to
clarify that this assumes there are no further redemptions of such shares.
Notice of Special Meeting of Stockholders
15.We note your revised disclosure in response to comment 13.  Please update your
description of proposal (3) in your notice of meeting and on page 89 to separately list the
proposals you have unbundled. Please also separately present these proposals on your
proxy card.

 FirstName LastNameBarry Anderson
 Comapany NameData Knights Acquisition Corp.
 January 27, 2023 Page 5
 FirstName LastName
Barry Anderson
Data Knights Acquisition Corp.
January 27, 2023
Page 5
            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.

CORRESP
1
filename1.htm

    NELSON MULLINS RILEY & SCARBOROUGH
    LLP

    ATTORNEYS AND COUNSELORS AT LAW

    Larry Shackelford

    T: 404.322.6173

    larry.shackelford@nelsonmullins.com

    201 17th Street NW, Suite 1700

    Atlanta, GA 30363

    T: 404.322.6000 F: 404.322.6050

    nelsonmullins.com

January 3, 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. 3 to Registration on Form S-4

                                            Filed January 3, 2023

                                            File No. 333-266274

Ladies and Gentlemen:

On behalf of Data Knights Acquisition Corp. (the “Company”),
we are hereby responding to the letter dated December 6, 2022 (the “Third Comment Letter”) from the staff (the “Staff”)
of the Securities and Exchange Commission (“SEC” or the “Commission”), regarding the Company’s Amendment
No. 2 to Registration Statement on Form S-4 filed November 10, 2022 (the “Registration Statement”). In response
to the Third Comment Letter and to update certain information in the Registration Statement, the Company is submitting its Amendment
No. 3 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.

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

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

Securities and Exchange Commission

January 3, 2023

Page 2

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 undercapitalized, and explain the consequences if this were to occur.

Response: The Amended Registration Statement has been
revised on page 20 to add question and answer regarding the risk that failure to close a PIPE Investment could leave the
post-merger entity undercapitalized, 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 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.

Response: The Amended Registration Statement has been revised
on page 15 to clarify that the board’s approval of the Business Combination did not rely on the fairness opinion and that
the fairness opinion only served to confirm the analysis and judgment of the board in 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.

Response: The Amended Registration Statement has been
revised on page 13 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 our sensitivity analysis, taking into account not only the money in the trust account, but
the post-transaction equity value of the combined company, and showing the impact of potential 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.

Securities and Exchange Commission

January 3, 2023

Page 3

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.

Response: The Amended Registration Statement has been
revised on page 16 to disclose that no  Public Shares  would need to be voted in favor of the Business Combination
for it to be approved assuming only a quorum is present or otherwise.

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.

Response: The Amended Registration Statement has been
revised on page 18 and elsewhere where the interests of the Sponsor, directors and officers are discussed to disclose the
approximate dollar value of the interests based on the transaction value and recent trading prices as compared to the price paid,
including with respect to the Placement Units and Founder Shares, and including the value of any out-of-pocket expenses. In
addition, the Amended Registration Statement has been revised on pages 17, 18 and elsewhere where the interests of the Sponsor,
directors and officers are discussed to 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, as well as the subsequent extensions on November 11, 2022 and
December 11, 2022.

Securities and Exchange Commission

January 3, 2023

Page 4

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.

Response: The Amended Registration Statement has been
revised on page 79 to discuss how failure to close a PIPE investment could impact the Company’s ability to meet the
Minimum Cash Condition, on page 79 and elsewhere where the conditions to closing are discussed to clarify
that the Minimum Cash Condition is a condition to closing, and on page 79 to clarify the potential impact of redemptions on
the Minimum Cash Condition.

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.

Response: The Amended Registration Statement has been
revised on page 104 to disclose how the Company deemed a potential business combination target compelling enough to pursue
execution of an initial non-binding letter of intent, how the Company and OneMedNet were first introduced and when the Company
determined 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 postcombination 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.

Response: The Amended Registration Statement has been
revised on pages 105-106 to confirm that the only material terms negotiated were the representations and warranties, the
treatment of options and warrants issued by OneMedNet, the terms of the PIPE commitment and the Minimum Cash Condition.

Securities and Exchange Commission

January 3, 2023

Page 5

 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.

Response: The Amended Registration Statement has been
revised on page 106 to disclose the discussions relating to the obligation of the Company to pursue a PIPE financing of $30
million, including the basis for selecting $30 million as the target amount.

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 disclose the data points for such companies and how they were used to determine
                                            the valuation range.

Response: The Amended Registration Statement has been revised
on pages 108-109 to disclose the comparable companies analysis considered by the Data Knights board.

 11. We reissue comment 25. You disclose that Data Knights'

United States securities and exchange commission logo
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

 FirstName LastNameBarry Anderson
 Comapany NameData Knights Acquisition Corp.
 December 6, 2022 Page 2
 FirstName LastNameBarry Anderson
Data Knights Acquisition Corp.
December 6, 2022
Page 2
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.

 FirstName LastNameBarry Anderson
 Comapany NameData Knights Acquisition Corp.
 December 6, 2022 Page 3
 FirstName LastNameBarry Anderson
Data Knights Acquisition Corp.
December 6, 2022
Page 3
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

 FirstName LastNameBarry Anderson
 Comapany NameData Knights Acquisition Corp.
 December 6, 2022 Page 4
 FirstName LastNameBarry Anderson
Data Knights Acquisition Corp.
December 6, 2022
Page 4
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

 FirstName LastNameBarry Anderson
 Comapany NameData Knights Acquisition Corp.
 December 6, 2022 Page 5
 FirstName LastNameBarry Anderson
Data Knights Acquisition Corp.
December 6, 2022
Page 5
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

 FirstName LastNameBarry Anderson
 Comapany NameData Knights Acquisition Corp.
 December 6, 2022 Page 6
 FirstName LastName
Barry Anderson
Data Knights Acquisition Corp.
December 6, 2022
Page 6
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.

CORRESP
1
filename1.htm

  NELSON
                                            MULLINS RILEY & SCARBOROUGH LLP

ATTORNEYS AND COUNSELORS AT LAW

  Larry Shackelford

T: 404.322.6173

larry.shackelford@nelsonmullins.com

  201 17th Street NW, Suite 1700

Atlanta, GA 30363

T: 404.322.6000 F: 404.322.6050

nelsonmullins.com

November 10, 2022

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. 2 to Registration on Form S-4

Filed November 10, 2022

File No. 333-266274

Ladies and Gentlemen:

On behalf of Data Knights Acquisition Corp. (the “Company”),
we are hereby responding to the letter dated October 19, 2022 (the “Second Comment Letter”) from the staff (the “Staff”)
of the Securities and Exchange Commission (“SEC” or the “Commission”), regarding the Company’s Amendment
No. 1 to Registration Statement on Form S-4 filed September 30, 2022 (the “Registration Statement”). In response to the Second
Comment Letter and to update certain information in the Registration Statement, the Company is submitting its Amendment No. 2 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.

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

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

Securities and Exchange Commission

 November 10, 2022

Page 2

Summary Term Sheet, page 2

 1. We reissue comment 3. Please identify the parties or the nature of the parties that are subject to the Lock-Up Agreements with
you and quantify the number of outstanding shares subject to such agreements. In this regard, we note that you have only included across reference
to the Merger Agreement on page 4 and you do not quantify the outstanding shares subject to such agreements in this section.

Response: The Summary Term Sheet in the Amended
Registration Statement has been revised on page 4 to identify the nature of the parties that are subject to the Lock-Up Agreements
and quantify the number of outstanding shares subject to such agreements.

Questions and Answers about the Proposals

What equity stake will current stockholders of Data Knights hold
after the Closing?, page 11

 2. We note that you only showed the dilutive impact of certain additional issuances of common stock on one redemption scenario.
Please further revise the table to illustrate the dilutive impact of certain additional issuances of common stock on all redemption scenarios.
Please include all significant sources of dilution, including the exercise of Public and Private Placement Warrants and outstanding options.
In addition, please include the potential PIPE Investors and the shares that may be issued pursuant to the currently contemplated $30
million PIPE investment. Please ensure the disclosure reflects the anti-dilution provision that applies to founder shares, as discussed
on page 186.

Response: The table in the Amended Registration Statement
has been revised on pages 11 and 12 to disclose the dilutive impact of additional sources of dilution, including the exercise of
options and warrants, the PIPE shares and the anti-dilution provision for the founder shares.

 3. We note your responses to comments 18 and 51 and reissue the comments. 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.

Response: The Amended Registration Statement has been revised
to disclose 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, giving effect to the exercise of options and warrants and the issuance of the PIPE shares.

Securities and Exchange Commission

 November 10, 2022

Page 3

 4. We note your response to comment 52 and we reissue the comment, as we are not able to locate the responsive disclosure. It appears
that underwriting fees remain constant and are not adjusted based on redemptions. Revise your disclosure to disclose the effective underwriting
fee on a percentage basis for shares at each redemption level presented in your sensitivity analysis related to dilution.

Response: The Amended Registration Statement has been revised
to disclose the effective underwriting fee on a percentage basis for shares at each redemption level presented in the sensitivity analysis
related to dilution.

How much consideration will OneMedNet Stockholders receive in
connection with the Business Combination?, page 12

 5. We reissue comment 6, as it appears the number you have provided assumes there are no inputs for any variables in the formula.
Revise to provide an illustrative example of the amount of consideration payable based upon the formula you disclose using a recent practicable
date associated with the various inputs to the formula, and disclose the value of each of the inputs used in making this calculation.
Revise to clarify, if true, that this amount will fluctuate and, if you know in which direction the inputs are likely to fluctuate, revise
to state as much and project the likely results of such fluctuation. Please include similar disclosure elsewhere that you discuss the
formula for determining the consideration, including on the prospectus cover page.

Response: The Amended Registration Statement has been revised
here and on the prospectus cover page to disclose in inputs to the formula as of September 30, 2022, that as of that date the adjustment
to the aggregate consideration would be zero, and that the Company’s expectations regarding future fluctuations in the amount.

How will Data Knights' Sponsor, directors, and officers vote?,
page 15

 6. We note your revised disclosure in response to comment 7. 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.

Response: The answer in the Amended Registration Statement has
been revised to disclose the number of Public Shares required to vote in favor of the Business Combination assuming a quorum is present
in order for it to be approved.

Securities and Exchange Commission

 November 10, 2022

Page 4

What interests do Data Knights' current officers and directors
have in the Business Combination?, page 16

 7. We reissue comment 10. 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.

Response: The Amended Registration Statement has been revised
to disclose here and elsewhere in the prospectus where the interests of the Sponsor, directors and officers are disclosed to include the
approximate dollar value of these interests based on the transaction value and recent trading prices as compared to the price paid, including
the current value of the Placement Units, the Founder Shares and out-of-pocket expenses, and to 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.

The Charter Amendment Proposals, page 27

 8. 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, and provide stockholders with a separate vote regarding these material changes. Refer
to Question 201.01 of the Division's Exchange Act Rule 14a-4(a)(3) Compliance and Disclosure Interpretations.

Response: On behalf of the Company, we advise the Staff that
because the material changes reflected in the Charter Amendment Proposal are each a condition to the other proposals at the Special Meeting,
other than the Adjournment Proposal, including in particular the Business Combination Proposal, unbundling the material changes from
each other would not offer the stockholders a meaningful option to approve some of the changes and reject others and would serve only
to confuse stockholders and unnecessarily lengthen the Proxy Statement/Prospectus.

Securities and Exchange Commission

 November 10, 2022

Page 5

Selected Financial and Other Data of OneMedNet, page 41

 9. It appears you revised the headings of the OneMedNet
                                            financial statements but did not update the actual amounts. Please revise the statement of
                                             operation data and balance sheet data to agree to the historical financial statement
                                            amounts disclosed on page 44.

Response: The Selected Financial and Other Data of OneMedNet
in the Amended Registration Statement has been revised to agree to the historical financial statement amounts.

Unaudited Pro Forma Condensed
Combined Financial Information

Unaudited Pro Forma Condensed
Combined Statement of Operations, page 44

 10. We note your response to comment 12 but there are no adjustments reflected next to E and G in the financial information. Please
revise to include the adjustment amounts or otherwise advise.

Response: On behalf of the Company, we confirm for the Staff
that the relevant adjustments are less than $1,000 and accordingly are represented by dashes in light of the presentation in the tables
of dollar amounts in thousands.

Risk Factors, page 50

 11. We reissue comment 1 in part. Please include a risk factor discussing 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. Please add similar disclosure elsewhere
to clearly convey this risk, including in the Questions and Answers About the Proposals. In this regard, we note your disclosure on page
162 that "the most significant change in OneMedNet’s future reported financial position and results of operations is expected
to be an estimated increase in cash...of approximately $30 million...including up to $30 million in gross proceeds from the PIPE."
Please also 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 throughout to disclose that the minimum cash condition is a condition to closing.

Response: The Amended Registration Statement has been revised
to include a risk factor on page 77 regarding consequences of a failure to close a PIPE investment, including OneMedNet’s
future financial position and results of operations and to clarify the minimum cash condition in Section 7.1(h) of the Merger Agreement.

Securities and Exchange Commission

 November 10, 2022

Page 6

 12. We reissue comment 14 in part. Please highlight the material risks to public warrant holders, including those arising from differences
between private and public warrants. Clearly explain the steps, if any, the company will take to notify all shareholders, including beneficial owners,
regarding when the warrants become eligible for redemption.

Response: The Risk Factors in the Amended Registration Statement
on pages 68-70 and 76 have been revised to highlight the material risks to public warrant holders to the extent they differ from
the material risks to private warrant holders and the common stock, and to explain the steps the Company would take to notify warrant
holders of a call for redemption of the warrants by the Company and the fact that warrant holders would have limited time to pursue alternatives
to such redemption. Supplementally on behalf of the Company we advise the Staff that the Company has not committed to notify warrant holders
when the conditions to redemption eligibility, including satisfaction of the price threshold, have been met except by means of a call
for redemption.

We have two significant customers..., page 50

 13. Please remove the discussion of Siemens financial results and future outlook or tell us how the information provided here relates
directly to your contract with Siemens. For example, it is unclear how the demand for rapid COVID-19 antigen tests relates to your potential
future revenue from Siemens. To the extent that you retain any part of your discussion of Siemen's financial results, please disclose
specifically how this relates to your contract with Siemens.

Response: The Amended Registration Statement on page 51 has
been revised to remove the discussion of Siemens’ financial results and replaced it with an updated discussion of OneMedNet’s
revenue from Siemens.

Certain provisions of New OneMedNet's amended and restated certificate
of incorporation..., page 65

 14. We note the addition of this risk factor in response to comment 15. Please further revise to clarify whether the exclusive forum
provision in the Data Knights' A/R Charter will apply to claims arising under the Securities Act and the Exchange Act, and discuss the
risks of such provision, including that it can discourage claims or limit investors’ ability to bring a claim in a judicial forum
that they find favorable. In addition, include a discussion of the risks related to the anti-takeover provisions that are included in
Data Knights' A/R Charter that you disclose on pages 199-200, including the limitations on a stockholder's ability to call a special meeting
and to act by written consent, the advance notice requirements for stockholder proposals and director nominations, and the classified
board of directors. Please also address the super majority vote that will be required to amend the Data Knight's A/R Charter and Bylaws.

Response: The Amended Registration Statement has been
revised to add additional risk factor disclosure on pages 61-62 to clarify that the exclusive forum provision in the Data Knights'
A/R Charter would apply to claims arising under the Securities Act and the Exchange Act consistent with federal court jurisdiction
for such claims, and to discuss the risks of such provision, the anti-takeover provisions that are included in Data Knights' A/R
Charter,

United States securities and exchange commission logo
October 25, 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.
Preliminary Proxy Statement on Schedule 14A
Filed October 14, 2022
File No. 001-40386
Dear Barry Anderson:
            We have completed our review of your filing.  We remind you that the company and its
management are responsible for the accuracy and adequacy of their disclosures, notwithstanding
any review, comments, action or absence of action by the staff.
Sincerely,
Division of Corporation Finance
Office of Trade & Services
cc:       Larry Shackelford, Esq.

United States securities and exchange commission logo
October 19, 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. 1 to Registration Statement on Form S-4
Filed September 30, 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 August 21, 2022 letter.
Amendment No. 1 to Registration Statement on Form S-4 Filed September 30, 2022
Summary Term Sheet, page 2
1.We reissue comment 3.  Please identify the parties or the nature of the parties that are
subject to the Lock-Up Agreements with you and quantify the number of outstanding
shares subject to such agreements.  In this regard, we note that you have only included a
cross reference to the Merger Agreement on page 4 and you do not quantify the
outstanding shares subject to such agreements in this section.

 FirstName LastNameBarry Anderson
 Comapany NameData Knights Acquisition Corp.
 October 19, 2022 Page 2
 FirstName LastName
Barry Anderson
Data Knights Acquisition Corp.
October 19, 2022
Page 2
Questions and Answers about the Proposals
What equity stake will current stockholders of Data Knights hold after the Closing?, page 11
2.We note that you only showed the dilutive impact of certain additional issuances of
common stock on one redemption scenario.  Please further revise the table to illustrate the
dilutive impact of certain additional issuances of common stock on all redemption
scenarios. Please include all significant sources of dilution, including the exercise of
Public and Private Placement Warrants and outstanding options.  In addition, please
include the potential PIPE Investors and the shares that may be issued pursuant to the
currently contemplated $30 million PIPE investment.  Please ensure the disclosure reflects
the anti-dilution provision that applies to founder shares, as discussed on page 186.
3.We note your responses to comments 18 and 51 and reissue the comments.  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.
4.We note your response to comment 52 and we reissue the comment, as we are not able to
locate the responsive disclosure. It appears that underwriting fees remain constant and are
not adjusted based on redemptions.  Revise your disclosure to disclose the effective
underwriting fee on a percentage basis for shares at each redemption level presented in
your sensitivity analysis related to dilution.
How much consideration will OneMedNet Stockholders receive in connection with the Business
Combination?, page 12
5.We reissue comment 6, as it appears the number you have provided assumes there are no
inputs for any variables in the formula.  Revise to provide an illustrative example of the
amount of consideration payable based upon the formula you disclose using a recent
practicable date associated with the various inputs to the formula, and disclose the value
of each of the inputs used in making this calculation.  Revise to clarify, if true, that this
amount will fluctuate and, if you know in which direction the inputs are likely to fluctuate,
revise to state as much and project the likely results of such fluctuation. Please include
similar disclosure elsewhere that you discuss the formula for determining the
consideration, including on the prospectus cover page.
How will Data Knights' Sponsor, directors, and officers vote?, page 15
6.We note your revised disclosure in response to comment 7.  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

 FirstName LastNameBarry Anderson
 Comapany NameData Knights Acquisition Corp.
 October 19, 2022 Page 3
 FirstName LastNameBarry Anderson
Data Knights Acquisition Corp.
October 19, 2022
Page 3
represented by proxy at the meeting and entitled to vote thereon are required to approve
the Business Combination.
What interests do Data Knights' current officers and directors have in the Business
Combination?, page 16
7.We reissue comment 10.  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.
The Charter Amendment Proposals, page 27
8.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,
and provide stockholders with a separate vote regarding these material changes.  Refer to
Question 201.01 of the Division's Exchange Act Rule 14a-4(a)(3) Compliance and
Disclosure Interpretations.
Selected Financial and Other Data of OneMedNet, page 41
9.It appears you revised the headings of the OneMedNet financial statements but did not
update the actual amounts.  Please revise the statement of operation data and balance sheet
data to agree to the historical financial statement amounts disclosed on page 44.
Unaudited Pro Forma Condensed Combined Financial Information
Unaudited Pro Forma Condensed Combined Statement of Operations, page 44
10.We note your response to comment 12 but there are no adjustments reflected next to E and
G in the financial information.  Please revise to include the adjustment amounts or
otherwise advise.
Risk Factors, page 50
11.We reissue comment 1 in part.  Please include a risk factor discussing 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.  Please add similar disclosure elsewhere to
clearly convey this risk, including in the Questions and Answers About the Proposals.  In
this regard, we note your disclosure on page 162 that "the most significant change in
OneMedNet’s future reported financial position and results of operations is expected to be

 FirstName LastNameBarry Anderson
 Comapany NameData Knights Acquisition Corp.
 October 19, 2022 Page 4
 FirstName LastNameBarry Anderson
Data Knights Acquisition Corp.
October 19, 2022
Page 4
an estimated increase in cash...of approximately $30 million...including up to $30 million
in gross proceeds from the PIPE."  Please also 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 throughout to disclose that the
minimum cash condition is a condition to closing.
12.We reissue comment 14 in part.  Please highlight the material risks to public warrant
holders, including those arising from differences between private and public warrants.
Clearly explain the steps, if any, the company will take to notify all shareholders,
including beneficial owners, regarding when the warrants become eligible for redemption.
We have two significant customers..., page 50
13.Please remove the discussion of Siemens financial results and future outlook or tell us
how the information provided here relates directly to your contract with Siemens.  For
example, it is unclear how the demand for rapid COVID-19 antigen tests relates to your
potential future revenue from Siemens. To the extent that you retain any part of your
discussion of Siemen's financial results, please disclose specifically how this relates to
your contract with Siemens.
Certain provisions of New OneMedNet's amended and restated certificate of incorporation...,
page 65
14.We note the addition of this risk factor in response to comment 15.  Please further revise
to clarify whether the exclusive forum provision in the Data Knights' A/R Charter will
apply to claims arising under the Securities Act and the Exchange Act, and discuss the
risks of such provision, including that it can discourage claims or limit investors’ ability to
bring a claim in a judicial forum that they find favorable.  In addition, include a discussion
of the risks related to the anti-takeover provisions that are included in Data Knights' A/R
Charter that you disclose on pages 199-200, including the limitations on a stockholder's
ability to call a special meeting and to act by written consent, the advance notice
requirements for stockholder proposals and director nominations, and the classified board
of directors.  Please also address the super majority vote that will be required to amend the
Data Knight's A/R Charter and Bylaws.
If the conditions to the Merger Agreement are not met..., page 68
15.You note that it is currently expected that after the transaction the net tangible assets on a
pro forma combined basis will be less than $5,000,001.  Please explain this statement and
how you expect to complete the merger transaction if this is the case given that it is a
condition that net tangible assets are at least $5,000,001.  Please also explain how this is
consistent with Section 9.2 of Data Knights' Certificate of Incorporation which says that
you will only redeem shares if the net tangible assets will be at least $5,000,001, and that
limitations will be limited in order to meet a minimum cash requirement.  To the extent
you will limit the amount of shares that can be redeemed in order to meet the net tangible

 FirstName LastNameBarry Anderson
 Comapany NameData Knights Acquisition Corp.
 October 19, 2022 Page 5
 FirstName LastNameBarry Anderson
Data Knights Acquisition Corp.
October 19, 2022
Page 5
asset requirement or minimum cash requirement, please make this clear and revise the
redemption scenarios accordingly.
Background of the Business Combination, page 93
16.We reissue comment 22.  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.  Expand your disclosure to provide additional detail about the other two parties
with which LOIs were executed, including when and how you contacted the parties or
were contacted by these parties; the details of any negotiations or agreements that took
place; and when and why you ultimately determined not to pursue a transaction with each
party and how and when you decided to pursue discussions solely with OneMedNet.
17.We reissue comment 23.  We note that on March 4, 2022 you offered a transaction
valuation of $200 million, which appears to be the final amount the parties settled upon in
the Merger Agreement.  Please revise to discuss in greater detail how this valuation was
determined and the specific negotiations that resulted in this amount.  If no other
valuation amount was considered by the Board, specifically state as much.  Also, in your
discussions of how you valued OneMedNet, clearly state whether or not such valuation
included execution of the PIPE Financing and, if so, how the Board considered such
valuation in light of the uncertainty of obtaining the PIPE Financing.
18.We note your response that the $317 million pro forma enterprise value includes the value
of the consideration and the value of the Company pre-transaction.  Clarify whether the
$200 million valuation figure is a pre-transaction figure.
19.We note your revised disclosure in response to comment 24 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 on page 97 that the board

 FirstName LastNameBarry Anderson
 Comapany NameData Knights Acquisition Corp.
 October 19, 2022 Page 6
 FirstName LastNameBarry Anderson
Data Knights Acquisition Corp.
October 19, 2022
Page 6
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.
20.Please provide a detailed description of the negotiations regarding the letter of intent that
was executed on March 10, 2022, including the material terms of the initial drafts, the
material terms included in the final executed versions, and how the material terms evolved
over the course of the negotiations.  Please include enough information so that investors
can fully understand how the final terms were negotiated and ultimately determined.
21.We reissue comment 26.  Please disclose any discussions about the need to obtain
additional financing for the combined company, such as the intended PIPE transaction,
and the negotiation/marketing processes undertaken to date (e.g., identification of
potential PIPE investors; and how the terms of the PIPE transaction may be determined).
Additionally, as applicable, please also disclose whether the parties in

CORRESP
1
filename1.htm

    NELSON
    MULLINS RILEY & SCARBOROUGH LLP

    ATTORNEYS
    AND COUNSELORS AT LAW

    Larry Shackelford

T: 404.322.6173

    larry.shackelford@nelsonmullins.com

    201 17th Street NW, Suite 1700

Atlanta, GA 30363

T: 404.322.6000 F: 404.322.6050

nelsonmullins.com

September 29, 2022

Via EDGAR

Division of Corporation Finance

Securities and Exchange Commission

100 F Street, N.E.

Washington, DC 20549

 Attention: Mr. Ryan Lichtenfels

Ms. Mara Ransom

RE: Data Knights Acquisition Corp.

Registration on Form S-4

Filed July 22, 2022

File No. 333-266274

Ladies and Gentlemen:

On behalf of Data Knights Acquisition Corp. (the “Company”),
we are hereby responding to the letter dated August 21, 2022 (the “Comment Letter”) from the staff (the “Staff”)
of the Securities and Exchange Commission (“SEC” or the “Commission”), regarding the Company’s Registration
Statement on Form S-4 filed July 22, 2022 (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. 1 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.

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

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

Securities and Exchange
Commission

September 29, 2022

Page 2

Exhibit 23.3, page 1

 1. Please obtain an updated consent from BF Borgers CPA PC that refers to the correct audit report date.

Response: Filed with the Amended Registration Statement is an
updated consent from BF Borgers CPA PC that refers to the correct audit report date

Summary Term Sheet, page 2

2. Clarify whether the merger is contingent upon the PIPE Financing and clearly disclose to investors the ramifications of failing
to obtain such additional equity capital, including the risk that this will leave the post-merger entity under-capitalized. In this regard,
we note the closing condition related to the need for cash and cash equivalents of at least $30,000,000. Also, in your discussions of
how you valued OneMedNet, clearly state whether or not such valuation included execution of the PIPE Financing and, if so, how the Board
considered such valuation in light of the uncertainty of obtaining the PIPE Financing.

Response: Section 7.18 of the executed Business Combination
Agreement (the “BCA”) states that the Company “may” enter into and consummate subscription agreements with investors
relating to a PIPE. Section 7.18 of the BCA further provides that the Company and Purchaser, shall use its “reasonable best
efforts” to satisfy the conditions of the PIPE Investors’ closing obligations contained in the Subscription Agreements and
consummate the transactions contemplated thereby. Moreover, none of Sections 9.1, 9.2, 9.3 or 9.4 discussing closing conditions and deliverables
require the receipt of $30 million at closing rather the PIPE is to be conducted on a best efforts basis. On pages 3, 13, 25, 33
and 90 of the registration statement, additional disclosure and risk factors have been added to clarify this issue.

3. Identify the parties or the nature of the parties that are subject to the Lock-Up Agreements with you and quantify the number
of outstanding shares subject to such agreements.

Response: The Summary Term Sheet in the Amended Registration
Statement has been revised to identify the nature of the parties that are subject to the Lock-Up Agreements and quantify the number of
outstanding shares subject to such agreements.

Questions and Answers about the Proposals, page 10

4. In addition to your question that addresses how the Sponsor intends to vote, revise to indicate how certain officers, directors
and equityholders of OneMedNet are parties to the Voting Agreement with Data Knights whereby such parties, among other things, have agreed
to vote all of their interests in Data Knights to approve the Merger Agreement, as you indicate in your Letter to Stockholders. Alternatively,
if you intended to state that such officers, directors and equityholders of OneMedNet intend to vote all of their interests in OneMedNet,
as the Voting Agreement seems to indicate, please revise to state as much.

Response: The Letter to Stockholders in the Amended Registration
Statement have been revised to make clear that certain officers, directors and equityholders of OneMedNet have agreed to and intend to
vote all of their interests in OneMedNet in favor of the Business Combination.

Securities and Exchange
Commission

September 29, 2022

Page 3

What equity stake will current stockholders of Data Knights hold
after the Closing?, page 11

5. We note that your table excludes the dilutive impact of certain additional issuances of common stock, including shares issuable
upon the exercise of certain options and warrants. Please amend your table to show the impact of these additional issuances on the ownership
following the business combination. Please also amend your table to include interim scenarios between the no redemption and maximum redemption
scenarios.

Response: The table in the Amended Registration Statement has
been amended to disclose the dilutive impact of the exercise of the options and warrants and an interim scenario of the redemption of
80% of the outstanding shares of the Class A common stock.

How much consideration will OneMedNet Stockholders receive in
connection with the Business Combination?, page 12

6. Revise to provide an illustrative example of the amount of consideration payable based upon the formula you disclose using a
recent practicable date associated with the various inputs to the formula. Revise to clarify, if true, that this amount will fluctuate
and, if you know in which direction the inputs are likely to fluctuate, revise to state as much and project the likely results of such
fluctuations.

Response: The answer in the Amended Registration Statement has
been revised to include a sample calculation and the Company’s expectation of how the inputs might fluctuate.

How will Data Knights' Sponsor, Directors and officers vote?,
page 15

7. Revise to quantify the amount of the vote needed by the Public Shares in order for the Business Combination to be approved,
as your disclosure currently suggests that no such holders need to approve the transaction.

Response: The answer in the Amended Registration Statement has
been revised to disclose the number of Public Shares required to vote in favor of the Business Combination in order for it to be approved.

Securities and Exchange
Commission

September 29, 2022

Page 4

May Data Knights, the Sponsor or Data Knights' directors,
officers, advisors, or their affiliates purchase shares...?, page 15

8. Confirm your intent to comply, and revise your disclosure accordingly, with the conditions set forth in the Compliance and Disclosure
Interpretation located at Question 166.01 of the Tender Offers and Schedules interpretations, located at our web-site.

Response: The Sponsor intends to comply with the conditions
set forth in the answer to Question 166.01 and has revised the disclosure in the Amended Registration Statement accordingly.

What interests do Data Knights' current officers and directors
have in the Business Combination?, page 15

9. In each place where you discuss the interests of your sponsor, officers and directors, please quantify the aggregate dollar
amount of the value of the interest and describe the nature of what the sponsor and its affiliates have at risk that depends on completion
of a business combination. Include loans extended, fees due, and out-of-pocket expenses for which the sponsor and its affiliates are awaiting
reimbursement.

Response: The Company’s discussion of the founders’
interest in the transaction has been revised to disclose the dollar value of the interest of the sponsor, officers and directors in the
Amended Registration Statement on pages 16, 29, 70, 82 and 90.

 10. 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.

Response: The answer has been revised to disclose the dollar
value of the interest of the sponsor, officers and directors in the Amended Registration Statement.

Summary of the Proxy Statement/Prospectus, page 23

11. If the disclosure of risk factors that you provide on page 31 is intended to satisfy the requirements of Item 105(b) of
Regulation S-K, revise to ensure that your summary of risk factors is no more than two pages and describes the principal factors
that make an investment in the registrant or offering speculative or risky.

Response: The risk factor disclosure in the Summary has been
revised to comply with the requirements of Item 105(b).

Securities and Exchange
Commission

September 29, 2022

Page 5

Unaudited Pro Forma Condensed Combined Financial Information

Unaudited Pro Forma Condensed Combined Statement of Operations, page 50

12. Please tell us why there is not an adjustment for the conversion of preferred stock and conversion of Class B Common Stock.

Response: The Company believes that appropriate adjustments
for the conversion of the preferred stock and the conversion of the Class B common stock are reflected in Note 3(E) and Note
3(G) and the related entries.

"We have two significant customers....", page 55

13. Revise your disclosure to state the basis for your statement that Change Healthcare is expected to continue to represent a significant
portion of your forecasted revenue for 2022, such as whether or not you have a contract that obligates such outcome. Explain any uncertainty
as to future revenues from Siemens Medical Solutions USA, as applicable.

Response: In response to the Staff’s comment, we
revised our disclosure on page 50 of the registration statement to explain the
basis for our statements why we expect that Change Healthcare and Siemens Medical Solutions USA to continue to remain key customers
of OneMedNet for several years at least.

Risk Factors, page 55

14. Please highlight the material risks to public warrant holders, including those arising from differences between private and
public warrants. Clarify whether recent common stock trading prices exceed the threshold that would allow the company to redeem public
warrants. Clearly explain the steps, if any, the company will take to notify all shareholders, including beneficial owners, regarding
when the warrants become eligible for redemption.

Response: The Risk Factors in the Amended Registration Statement
have been revised to highlight the material risks to public warrant holders to the extent they differ from the material risks to private
warrant holders and the common stock, to clarify that recent common stock trading prices have not exceeded the threshold that would allow
the Company to redeem public warrants and to refer investors to the process whereby the Company would notify all warrant holders if it
elected to redeem the warrants and the process for warrant holders to exercise the warrants in that instance.

15. Please provide clear disclosure in your risk factors that discusses your exclusive forum provisions, consistent with your exclusive
forum discussion on pages 184 and 191. Revise to state that such provisions can discourage claims or limit investors’ ability
to bring a claim in a judicial forum that they find favorable.

Response: The Risk Factors in the Amended Registration Statement
have been revised to provide additional disclosure regarding the impact of the exclusive forum provisions.

Securities and Exchange
Commission

September 29, 2022

Page 6

"It is difficult and costly to protect our proprietary rights..."
, page 56

16. Revise your disclosure to put this risk in sufficient context by describing any material challenges you have experienced or
are experiencing as it relates to obtaining, maintaining, enforcing and defending against third-party challenges, your patents and maintaining
your trade secret protection. Also, disclose when your patents are expected to expire.

Response: The Risk Factor in the Amended Registration Statement
has been revised and supplemented with additional Risk Factors related thereto to expand upon our disclosure of material challenges that
could be experienced by OneMedNet in establishing and maintaining its patent portfolio and the expected expiration dates thereof.

"If OneMedNet fails to comply with federal and state healthcare
laws...", page 62

17. You refer readers to the many federal and state healthcare laws, such as those described in the "Business - Government
Regulation" section, however, we are unable to locate this discussion. Revise to include a discussion of existing or probable governmental
regulations on the business, consistent with Item 101(h)(4)(ix) of Regulation S-K.

Response: In response to the Staff’s comment, we deleted
that cross-reference cited to by the Staff and added new sections under “INFORMATION ABOUT ONEMEDNET CORPORATION” called
 “Government Regulation,” “Data Privacy,” “Cybersecurity,” and “Regulatory
Quality Compliance” to disclose the regulation in the information and data privacy space applicable to OneMedNet, which discussion
begins on page 154.

"Data Knights' public stockholders may experience dilution...",
page 79

18. Please revise to disclose the extent of dilution that shareholders who elect not to redeem their shares may experience in connection
with the business combination. Provide disclosure of the impact of each significant source of dilution at each of the redemption levels
detailed in your sensitivity analysis, including any needed assumptions.

Response: The Risk Factor in the Amended Registration Statement
has been revised to clarify the dilution in voting power experienced by the Company’s public stockholders in different redemption
scenarios and cross-reference additional relevant disclosure elsewhere in the Amended Registration Statement.

Securities and Exchange
Commission

September 29, 2022

Page 7

"Warrants will become exercisable for Data Knights Common
Stock...", page 80

19. Quantify the value of warrants, based on recent trading prices, that may be retained by redeeming stockholders assuming maximum
redemptions and identify any material resulting risks.

Response: The Risk Factor in the Amended Registration Statement
has been revised to disclose that the exercise price of the warrants retained by redeeming stockholders assuming maximum redemptions is
above the recent trading price for the common stock, limiting the near-term value of the warrants.

Special Meeting of Data Knights Stockholders

Quorum and Required Vote for Proposals, page 85

20. Please disclose the threshold requirements to pass the Adjournment Proposal, as well as the quorum required to hold an adjourned
special meeting. Ensure that you have consistently described the voting threshold requirements for all proposals throughout your prospectus,
as the disclosure appears to differ in your Letter to Stockholders, where you state that each of the proposals other than the Election
of Directors Proposal requires the affirmative vote of a majority of the issued and outstanding shares, which differs from the disclosure
here.

Response: The disclosure in the Amended Registration Statement
has been revised to consistently describe the quorum and voting thresholds for each proposal, including the Adjournment Proposal, as well
as the quorum required to hold an adjourned special meeting.

Voting Your Shares

United States securities and exchange commission logo
August 21, 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.
Registration Statement on Form S-4
Filed July 22, 2022
File No. 333-266274
Dear Mr. Anderson:
            We have reviewed your 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.
Registration Statement on Form S-4 Filed July 22, 2022
Exhibit 23.3, page 1
1.Please obtain an updated consent from BF Borgers CPA PC that refers to the correct audit
report date.
Summary Term Sheet, page 2
2.Clarify whether the merger is contingent upon the PIPE Financing and clearly disclose to
investors the ramifications of failing to obtain such additional equity capital, including the
risk that this will leave the post-merger entity under-capitalized.  In this regard, we note
the closing condition related to the need for cash and cash equivalents of at least

 FirstName LastNameBarry Anderson
 Comapany NameData Knights Acquisition Corp.
 August 21, 2022 Page 2
 FirstName LastNameBarry Anderson
Data Knights Acquisition Corp.
August 21, 2022
Page 2
$30,000,000.  Also, in your discussions of how you valued OneMedNet, clearly state
whether or not such valuation included execution of the PIPE Financing and, if so, how
the Board considered such valuation in light of the uncertainty of obtaining the PIPE
Financing.
3.Identify the parties or the nature of the parties that are subject to the Lock-Up Agreements
with you and quantify the number of outstanding shares subject to such agreements.
Questions and Answers about the Proposals, page 10
4.In addition to your question that addresses how the Sponsor intends to vote, revise to
indicate how certain officers, directors and equityholders of OneMedNet are parties to the
Voting Agreement with Data Knights whereby such parties, among other things, have
agreed to vote all of their interests in Data Knights to approve the Merger Agreement, as
you indicate in your Letter to Stockholders.  Alternatively, if you intended to state that
such officers, directors and equityholders of OneMedNet intend to vote all of their
interests in OneMedNet, as the Voting Agreement seems to indicate, please revise to state
as much.
What equity stake will current stockholders of Data Knights hold after the Closing?, page 11
5.We note that your table excludes the dilutive impact of certain additional issuances of
common stock, including shares issuable upon the exercise of certain options and
warrants. Please amend your table to show the impact of these additional issuances on the
ownership following the business combination. Please also amend your table to include
interim scenarios between the no redemption and maximum redemption scenarios.
How much consideration will OneMedNet Stockholders receive in connection with the Business
Combination?, page 12
6.Revise to provide an illustrative example of the amount of consideration payable based
upon the formula you disclose using a recent practicable date associated with the various
inputs to the formula.  Revise to clarify, if true, that this amount will fluctuate and, if you
know in which direction the inputs are likely to fluctuate, revise to state as much and
project the likely results of such fluctuations.
How will Data Knights' Sponsor, Directors and officers vote?, page 15
7.Revise to quantify the amount of the vote needed by the Public Shares in order for the
Business Combination to be approved, as your disclosure currently suggests that no such
holders need to approve the transaction.
May Data Knights, the Sponsor or Data Knights' directors, officers, advisors, or their affiliates
purchase shares...?, page 15
8.Confirm your intent to comply, and revise your disclosure accordingly, with the
conditions set forth in the Compliance and Disclosure Interpretation located at Question

 FirstName LastNameBarry Anderson
 Comapany NameData Knights Acquisition Corp.
 August 21, 2022 Page 3
 FirstName LastNameBarry Anderson
Data Knights Acquisition Corp.
August 21, 2022
Page 3
166.01 of the Tender Offers and Schedules interpretations, located at our web-site.
What interests do Data Knights' current officers and directors have in the Business Combination?
, page 15
9.In each place where you discuss the interests of your sponsor, officers and directors,
please quantify the aggregate dollar amount of the value of the interest and describe the
nature of what the sponsor and its affiliates have at risk that depends on completion of a
business combination. Include loans extended, fees due, and out-of-pocket expenses for
which the sponsor and its affiliates are awaiting reimbursement.
10.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.
Summary of the Proxy Statement/Prospectus, page 23
11.If the disclosure of risk factors that you provide on page 31 is intended to satisfy the
requirements of Item 105(b) of Regulation S-K, revise to ensure that your summary of risk
factors is no more than two pages and describes the principal factors that make an
investment in the registrant or offering speculative or risky.
Unaudited Pro Forma Condensed Combined Financial Information
Unaudited Pro Forma Condensed Combined Statement of Operations, page 50
12.Please tell us why there is not an adjustment for the conversion of preferred stock and
conversion of Class B Common Stock.
"We have two significant customers....", page 55
13.Revise your disclosure to state the basis for your statement that Change Healthcare is
expected to continue to represent a significant portion of your forecasted revenue for
2022, such as whether or not you have a contract that obligates such outcome.  Explain
any uncertainty as to future revenues from Siemens Medical Solutions USA, as
applicable.
Risk Factors, page 55
14.Please highlight the material risks to public warrant holders, including those arising from
differences between private and public warrants. Clarify whether recent common stock
trading prices exceed the threshold that would allow the company to redeem public
warrants. Clearly explain the steps, if any, the company will take to notify all
shareholders, including beneficial owners, regarding when the warrants become eligible
for redemption.
15.Please provide clear disclosure in your risk factors that discusses your exclusive forum
provisions, consistent with your exclusive forum discussion on pages 184 and 191. Revise

 FirstName LastNameBarry Anderson
 Comapany NameData Knights Acquisition Corp.
 August 21, 2022 Page 4
 FirstName LastNameBarry Anderson
Data Knights Acquisition Corp.
August 21, 2022
Page 4
to state that such provisions can discourage claims or limit investors’ ability to bring a
claim in a judicial forum that they find favorable.
"It is difficult and costly to protect our proprietary rights..." , page 56
16.Revise your disclosure to put this risk in sufficient context by describing any material
challenges you have experienced or are experiencing as it relates to obtaining,
maintaining, enforcing and defending against third-party challenges, your patents and
maintaining your trade secret protection.  Also, disclose when your patents are expected to
expire.
"If OneMedNet fails to comply with federal and state healthcare laws...", page 62
17.You refer readers to the many federal and state healthcare laws, such as those described in
the "Business - Government Regulation" section, however, we are unable to locate this
discussion.  Revise to include a discussion of existing or probable governmental
regulations on the business, consistent with Item 101(h)(4)(ix) of Regulation S-K.
"Data Knights' public stockholders may experience dilution...", page 79
18.Please revise to disclose the extent of dilution that shareholders who elect not to redeem
their shares may experience in connection with the business combination. Provide
disclosure of the impact of each significant source of dilution at each of the redemption
levels detailed in your sensitivity analysis, including any needed assumptions.
"Warrants will become exercisable for Data Knights Common Stock...", page 80
19.Quantify the value of warrants, based on recent trading prices, that may be retained by
redeeming stockholders assuming maximum redemptions and identify any material
resulting risks.
Special Meeting of Data Knights Stockholders
Quorum and Required Vote for Proposals, page 85
20.Please disclose the threshold requirements to pass the Adjournment Proposal, as well as
the quorum required to hold an adjourned special meeting.   Ensure that you have
consistently described the voting threshold requirements for all proposals throughout your
prospectus, as the disclosure appears to differ in your Letter to Stockholders, where you
state that each of the proposals other than the Election of Directors Proposal requires the
affirmative vote of a majority of the issued and outstanding shares, which differs from the
disclosure here.
Voting Your Shares, page 86
21.Revise to refer to the second of two ways holders of your common stock can vote their
shares.

 FirstName LastNameBarry Anderson
 Comapany NameData Knights Acquisition Corp.
 August 21, 2022 Page 5
 FirstName LastNameBarry Anderson
Data Knights Acquisition Corp.
August 21, 2022
Page 5
The Business Combination Proposal
Background of the Business Combination, page 96
22.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.
Expand your disclosure to provide additional detail about the other 2 parties with which
LOIs were executed, including when and how you contacted the parties or were contacted
by these parties; the details of any negotiations or agreements that took place; and when
and why you ultimately determined not to pursue a transaction with each party and how
and when you decided to pursue discussions solely with OneMedNet Corporation.
23.We note that on March 4, 2022 you offered a transaction valuation of $200 million, which
appears to be the final amount the parties settled upon in the Merger Agreement. Please
revise to discuss in greater detail how this valuation was determined and the specific
negotiations that resulted in this amount.  If no other valuation amount was considered by
the Board, specifically state as much.  Also, explain why this discussion does not
characterize the consideration as a pro forma enterprise value of $317 million, as the press
release issued on April 25, 2022 indicates.
24.We note your disclosure on pages 96-97 that reflect various exchanges of initial comments
and revised drafts and discussions among the parties.  Amend your disclosure to describe
the material content of these discussions, including the positions of the parties and the
terms that were negotiated by the parties throughout this period.
25.Please disclose the following:
•if your sponsor, management, or its affiliates have a track record with SPACs, any
details about the outcomes of these prior transactions;
•any discussions about continuing employment or involvement for any persons
affiliated with you before the merger, any formal or informal commitment to retain
the financial advisors after the merger, and any pre-existing relationships between
your sponsors and additional investors; and
•whether the your sponsor has other SPACs in the process of searching for a target
company, and if so, whether it considered more than one active SPAC to be the
potential acquirer and how the final decision was reached.
26.Please disclose any discussions about the need to obtain additional financing for the
combined company, such as the intended PIPE transaction, and the negotiation/marketing
processes undertaken to date (e.g., identification of potential PIPE investors; and how the
terms of the PIPE transaction may be determined).  Additionally, as applicable, please
also disclose whether the parties intend to provide any valuations or other material
information about the SPAC, the target, or the de-SPAC transaction to potential PIPE
investors that are not expected to be disclosed publicly.
27.Please disclose the negotiation of any contingent payments to be received by target
shareholders as well as the negotiation of any arrangements whereby any shareholder

 FirstName LastNameBarry Anderson
 Comapany NameData Knights Acquisition Corp.
 August 21, 2022 Page 6
 FirstName LastName
Barry Anderson
Data Knights Acquisition Corp.
August 21, 2022
Page 6
agreed to waive its redemption rights and whether any compensation was offered in
exchange for such agreement.
28.Elaborate upon the role of ARC Group Ltd. as your financial advisor and provide
additional details about the services they provided.  In this regard, you state on page 98
that the experience and sector expertise of your financial advisors enabled your Board to
"make the necessary analyses and determinations regarding the Business Combination."
Disclose any fees due to ARC Group Ltd. for such services.
The Board's Reasons for Approval of the Business Combination, page 98
29.Please clarify how the board considered the material interests in the transaction held by
the sponsor and the company’s officers and directors in negotiating and recommending
the business combination.
30.In your discussion of the Purchase Price factor, elaborate upon the "current valuations of
other private- and publicly traded comparable Real World-Data companies," which your
Board appears to have considered in determining OneMedNet's valuation to be relatively
attractive.
31.Explain why Stockholder Liquidity was a factor that supported the Board's decision to
recommend the transaction when your stockholders already hold shares that are listed on
Nasdaq, and are therefore liquid.
32.We note that your Board considered OneMedNet's financial outlook and received
"internal financial analysis," including "certain financial projections" provided by
OneMedNet.  Revise to disclose OneMedNet's internal financial analysis, including
certain financial projections and any assumptions underlying those projections.  If
different, please also disclose the financial projection assumptions and revenue projections
for OneMetNet's second product, OneMedtNet iRWD solution, which you also indicate
that your management reviewed.  If any of these projections differ from those that your
financial advisor, Marshall & Stevens, received and considered, please revise to explain
such differences.
33.In your discussion of the "Financial information and Comparable Company Analysis"
factor, revise to clarify exactly what aspect of OneMedNet's financial outlook was
considered by the Board, considering you state that the Board did not rely upon
OneMedNet's financial projections.
34.We note the Investor Presentations dated May 12 and 20, 2022 and the inclusion of
Valuation Benchmarking and Industry Comps.  Clarify whether this information was
considered by the Board in recommending the transaction and, if so, include this
information in your prospectus.  In doing so, revise to include disclosure about how the
companies used were selected and provide the inputs used to arrived at the a

CORRESP
1
filename1.htm

Kingswood Capital Markets,

division of Benchmark Investments, Inc.

17 Battery Place, Suite 625

New York, NY 10004

May 5, 2021

VIA EDGAR

U.S. Securities and Exchange Commission

Division of Corporation Finance

100 F. Street, NE

Washington, D.C. 20549

 Re: Data Knights Acquisition Corp. (the “Company”)

Registration Statement on Form S-1

Filed March 9, 2021

File No. 333-254029 (the “Registration
Statement”)

Ladies and Gentlemen:

Pursuant to Rule 461 of the General Rules and
Regulations of the U.S. Securities and Exchange Commission under the Securities Act of 1933, as amended (the “Securities Act”),
Kingswood Capital Markets, division of Benchmark Investments, Inc., as representative of the underwriters of the offering, hereby joins
the request of the Company that the effective date of the above-captioned Registration Statement be accelerated so as to permit it to
become effective on Thursday, May 6, 2021, at 4:00 p.m., Eastern time, or as soon thereafter as practicable.

Pursuant to Rule 460 of the General Rules and
Regulations of the Securities and Exchange Commission under the Securities Act, we, acting on behalf of the several underwriters, wish
to advise you that, through May 5, 2021, we distributed to each underwriter or dealer, who is reasonably anticipated to be invited to
participate in the distribution of the security, as many copies, as well as “E-red” copies of the Preliminary Prospectus dated
May 4, 2021, as appears to be reasonable to secure adequate distribution of the preliminary prospectus.

We have complied and will continue to comply with
the requirements of Rule 15c2-8 under the Securities Exchange Act of 1934, as amended.

[Signature Page Follows]

Very truly yours,

KINGSWOOD CAPITAL MARKETS, division of Benchmark
Investments, Inc.

    By:
    /s/ Sam Fleischman

Name: Sam Fleischman

Title: Supervisory Principal

CORRESP
1
filename1.htm

DATA KNIGHTS ACQUISITION CORP.

May 5, 2021

VIA EDGAR

United States Securities and Exchange Commission

Division of Corporation Finance

100 F Street, NE

Washington, DC 20549

Attention: Charlie Guidry

    Re:

    Data Knights Acquisition Corp. (the “Company”)

    Registration Statement on Form S-1

    (File No. 333-254029) (the “Registration Statement”)

Dear Mr. Guidry,

The Company hereby
requests, pursuant to Rule 461 promulgated under the Securities Act of 1933, as amended, acceleration of effectiveness of the
Registration Statement so that such Registration Statement will become effective as of 4:00 p.m., Eastern time, on Thursday, May 6,
2021, or as soon thereafter as practicable.

Should you have any questions
concerning this request, please contact me at 011-44-208-090-2009 or our counsel, Andrew M. Tucker at Nelson Mullins Riley & Scarborough
LLP at 202-689-2987.

[Signature page follows]

    Trident Court, 1 Oakcroft Road, Chessington, Surrey, KT9 1BD, United Kingdom • Tel: 011.44.208.090.2009

    Very truly yours,

    Data Knights Acquisition Corp.

    By:
     /s/ Barry Anderson

    Name:
    Barry Anderson

    Title:
    Chief Executive Officer

    [Signature Page to Acceleration Request Letter]

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

May 4, 2021

VIA EDGAR AND OVERNIGHT DELIVERY

Division of Corporation Finance

U.S. Securities & Exchange
Commission

100 F Street, NE

Washington, DC 20549

 Attention: Charlie
                                            Guidry

Lilyanna Peyser

 Re: Data Knights Acquisition Corp.

Registration Statement on Form S-1

Filed April 7, 2021

File No. 333-254029

Ladies and Gentlemen:

On behalf of Data Knights
Acquisition Corp., a corporation organized under the laws of Delaware (the “Company”), we are transmitting this
letter in response to comments received from the staff (the “Staff”) of the Securities and Exchange Commission
by letter dated April 13, 2021 with respect to the Company’s Amended Registration Statement (“Amended Registration Statement”).
This letter is being submitted together with an amendment (“Amendment No. 3”) to the Registration Statement,
which has been revised to address the Staff’s comments. The bold and numbered paragraph below corresponds to the numbered paragraph
in the Staff’s letter and is followed by the Company’s response. For the Staff’s convenience, we are also sending, by
courier, copies of this letter and marked copies of Amendment No. 3 that reflect changes made to the Registration Statement. Unless otherwise
indicated, capitalized terms used herein have the meanings assigned to them in the Registration Statement.

Amendment No. 1 to Form S-1
Filed April 7, 2021

General

 1. Your disclosure on pages 71 and 143 states that the exclusive forum provision in your charter does
not apply to claims under the Exchange Act or Securities Act. However, your charter states that the exclusive forum provision does not
apply to claims under the Exchange Act and that, unless you consent otherwise, the federal district courts are the exclusive forum for
claims under the Securities Act. Please revise your disclosure and/or charter for consistency and accuracy.

Response:
The Company respectfully acknowledges the Staff’s comment and advises the Staff that it has revised the disclosures on pages 71
and 143 for consistency with the charter.

    California | Colorado | District of Columbia | Florida | Georgia | Maryland | Massachusetts | New York

North Carolina | South Carolina | Tennessee | West Virginia

Division of Corporation Finance

U.S. Securities & Exchange Commission

May 4, 2021

Page 2

We hope that the foregoing
has been responsive to the Staff’s comments and look forward to resolving any outstanding issues as quickly as possible. Please
do not hesitate to contact me at 202-689-2987 with any questions or further comments you may have regarding this filing or if you wish
to discuss the above.

    Very truly yours,

    NELSON MULLINS RILEY & SCARBOROUGH LLP

    By:
    /s/ Andrew M. Tucker

    Andrew M. Tucker

Enclosures

 cc: (via e-mail)

Data Knights Acquisition Corp.

Barry Anderson

Kingswood Capital Markets

United States securities and exchange commission logo
April 13, 2021
Barry Anderson
CEO
Data Knights Acquisition Corp.
78 SW 7th Street
Suite 500
Miami, Florida 33130
Re:Data Knights Acquisition Corp.
Amendment No. 1 to Form S-1
Filed April 7, 2021
File No. 333-254029
Dear Mr. 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 [Month day, year] letter.
Amendment No. 1 to Form S-1 Filed April 7, 2021
General
1.Your disclosure on pages 71 and 143 states that the exclusive forum provision in your
charter does not apply to claims under the Exchange Act or Securities Act.  However,
your charter states that the exclusive forum provision does not apply to claims under the
Exchange Act and that, unless you consent otherwise, the federal district courts are the
exclusive forum for claims under the Securities Act.  Please revise your disclosure and/or
charter for consistency and accuracy.
            Please contact Charlie Guidry at 202-551-3621 or Lilyanna Peyser at 202-551-3222 with

 FirstName LastNameBarry Anderson
 Comapany NameData Knights Acquisition Corp.
 April 13, 2021 Page 2
 FirstName LastName
Barry Anderson
Data Knights Acquisition Corp.
April 13, 2021
Page 2
any other questions.
Sincerely,
Division of Corporation Finance
Office of Trade & Services
cc:       Andy Tucker