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UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington,WASHINGTON, D.C. 20549

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SCHEDULE 14A

Proxy Statement Pursuant to Section 14(a) of the
Securities Exchange Act of 1934

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Filed by the Registrant ☒

Filed by a Party other than the Registrant ☐

Check the appropriate box:

☒Preliminary Proxy Statement
☐Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2))
☐Definitive Proxy Statement
☐Definitive Additional Materials
☐Soliciting Material Under Rule 14a-12

☒ONEMEDNET CORPORATION

Preliminary Proxy Statement
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☐
Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2))
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☐
Definitive Proxy Statement
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☐
Definitive Additional Materials
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☐
Soliciting Material Pursuant to Section 240.14a-12
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Data Knights Acquisition Corp.
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(Name of Registrant as Specified In Its Charter)

​

(Name of Person(s) Filing Proxy Statement, if other than the Registrant)

Payment of Filing Fee (Check the appropriate box):

☒No fee required.
☐Fee previously paid with preliminary materials.
☐Fee computed on table in exhibit required by Item 25(b) per Exchange Act Rules 14a-6(i)(1) and 0-11.

☒ONEMEDNET CORPORATION

No Fee Required
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☐6385 Old Shady Oak Road, Suite 250 Eden Prairie, MN 55344

Fee paid previously with preliminary materials
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☐
Fee computed on table in exhibit required by Item 25(b) per Exchange Act Rules 14a-6(i)(1) and 0-11.
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DATA KNIGHTS ACQUISITION CORP.
Unit G6, Frome Business Park, Manor Road
Frome, United Kingdom, BA11 4FN
NOTICE OF SPECIAL MEETING OF SHAREHOLDERS
TO BE HELD ON                   , 2022
TO THE SHAREHOLDERS OF DATA KNIGHTS ACQUISITION CORP.:

May 13, 2024

To Our Stockholders:

You are cordially invited to attend the Special Meeting, which we refer to as the “Special Meeting,”2024 annual meeting of shareholdersstockholders of Data Knights Acquisition Corp., which we refer to as “we,” “us,” “our,” “Data Knights” or the “Company,”OneMedNet Corporation (the “Company”) to be held at 10:11:00 a.m.am Eastern Time on , 2022.

The Special MeetingFriday, May 31, 2024. We have decided to hold this year’s annual meeting virtually via live audio webcast on the internet. You will be heldable to attend the annual meeting by first registering at http://www.____________. You will receive a meeting invitation by e-mail with your unique join link along with a password prior to the meeting date. You will not be able to attend the annual meeting in person.

Details regarding the meeting, the business to be conducted at the officesmeeting, and information about the Company that you should consider when you vote your shares are described in the accompanying proxy statement.

At the annual meeting, three persons will be elected to our board of Data Knights Acquisition Corp. located at Unit G6, Frome Business Park, Manor Road, Frome, United Kingdom, BA11 4FNdirectors. In addition, we will ask stockholders, we will ask stockholders to authorize, for purposes of complying with Nasdaq Listing Rule 5635(d), the issuance of shares of our common stock underlying the private placement of senior secured convertible notes and via live webcast. If unablecommon stock purchase warrants issued by us pursuant to attendthe terms of that certain securities purchase agreement, dated March 28, 2024 (the “Securities Purchase Agreement”), by and among OneMedNet Corporation with Helena Global Investment Opportunities 1 Ltd. (the “Investor”), an affiliate of Helena Partners Inc., a Cayman-Islands based advisor, in person,an amount equal to or in excess of 20% of our common stock outstanding before the issuance of such senior secured convertible notes and common stock purchase warrants. Our board of directors recommends the approval of this proposal and to vote in favor of the three directors nominated for election. Such other business will be transacted as may properly come before the annual meeting.

We hope you will be able to attend the Special Meeting online,annual meeting. Whether you plan to attend the annual meeting or not, it is important that you cast your vote either in person or by proxy. You may vote over the Internet as well as by telephone or by mail. When you have finished reading the proxy statement, you are urged to vote in accordance with the instructions set forth in the proxy statement. We encourage you to vote by proxy so that your shares will be represented and voted at the meeting, whether or not you can attend.

Thank you for your continued support of the Company.

Sincerely,
/s/ Aaron Green
Aaron Green
Chief Executive Officer and President

ONEMEDNET CORPORATION

6385 Old Shady Oak Road, Suite 250
Eden Prairie, MN 55344

May 13, 2024

NOTICE OF SPECIAL MEETING OF STOCKHOLDERS

TIME: 11:00 a.m. Eastern Time

DATE: Friday, May 31, 2024

ACCESS:

You will be able to attend the annual meeting by first registering at http://www._____________. You will receive a meeting invitation by e-mail with your unique join link along with a password prior to the meeting date. If you are a registered holder, your virtual control number will be on your proxy card. If you hold your shares beneficially through a bank or broker, you must provide a legal proxy from your bank or broker during registration and you will be assigned a virtual control number in order to vote your shares during the annual meeting. If you are unable to obtain a legal proxy to vote your shares, you will still be able to attend the 2024 annual meeting (but will not be able to vote your shares) so long as you demonstrate proof of stock ownership. Instructions on how to connect and participate via the Internet, including how to demonstrate proof of stock ownership, are posted at http://www._____________. On the day of the annual meeting, you may only vote during the meeting by e-mailing a copy of your legal proxy to ________ in advance of the meeting.

PURPOSES:

1.to authorize, for purposes of complying with Nasdaq Listing Rule 5635(d), the issuance of shares of our common stock underlying the private placement of senior secured convertible notes and common stock purchase warrants issued by us pursuant to the terms of that certain securities purchase agreement, dated March 28, 2024 (the “Securities Purchase Agreement”), by and among OneMedNet Corporation and the investors named therein, in an amount equal to or in excess of 20% of our common stock outstanding before the issuance of such senior secured convertible notes and common stock purchase warrants; and
2.to re-elect three directors to serve three-year terms expiring in 2027; and
3.to transact such other business that is properly presented at the special meeting and any adjournments or postponements thereof.

WHO MAY VOTE:

You may vote if you were the record owner of OneMedNet Corporation common stock at the close of business on May 6, 2024. A list of stockholders of record will be available at the annual meeting and, during the 10 days prior to the annual meeting, at our principal executive offices located at 6385 Old Shady Oak Road, Suite 250
Eden Prairie, MN 55344.

All stockholders are cordially invited to attend the annual meeting. Whether you plan to attend the annual meeting or not, we urge you to vote and submit your questionsproxy by the Internet, telephone or mail in order to ensure the presence of a quorum. You may change or revoke your proxy at any time before it is voted at the annual meeting.

BY ORDER OF OUR BOARD OF DIRECTORS
/s/ Lisa Embree
Lisa Embree
Secretary

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PAGE
IMPORTANT INFORMATION ABOUT THE SPECIAL MEETING AND VOTING2
SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT7
ISSUANCE PROPOSAL19
OTHER MATTERS23
STOCKHOLDER PROPOSALS AND NOMINATIONS FOR DIRECTOR23

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ONEMEDNET CORPORATION

6385 Old Shady Oak Road, Suite 250
Eden Prairie, MN 55344

PROXY STATEMENT FOR THE ONEMEDNET CORPORATION

2024 ANNUAL MEETING OF STOCKHOLDERS TO BE HELD ON FRIDAY, MAY 31, 2024

This proxy statement, along with the accompanying notice of 2024 annual meeting of stockholders, contains information about the 2024 annual meeting of stockholders of OneMedNet Corporation, including any adjournments or postponements of the annual meeting. We are holding the annual meeting at 11:00 am, Eastern Time, on Friday, May 31, 2024. You will be able to attend the annual meeting by first registering at http://www._____. You will receive a meeting invitation by e-mail with your unique join link along with a password prior to the meeting date.

In this proxy statement, we refer to OneMedNet Corporation as “OneMedNet,” “the Company,” “we” and “us.”

This proxy statement relates to the solicitation of proxies by our board of directors for use at the annual meeting.

On or about May 16, 2024, we intend to begin sending this proxy statement, the attached notice of 2024 annual meeting of stockholders and the enclosed proxy card to all stockholders entitled to vote at the annual meeting. Although not part of this proxy statement, we are also sending, along with this proxy statement, our 2023 annual report, which includes our financial statements for the fiscal year ended December 31, 2023.

IMPORTANT NOTICE REGARDING THE AVAILABILITY OF PROXY MATERIALS FOR THE
STOCKHOLDER MEETING TO BE HELD ON FRIDAY, MAY 31, 2024

This proxy statement, the notice of 2024 annual meeting of stockholders, our form of proxy card and our 2023 annual report to stockholders are available for viewing, printing and downloading at http://www.________. To view these materials please have your control number(s) available that appears on your proxy card. On this website, you can also elect to receive future distributions of our proxy statements and annual reports to stockholders by electronic delivery.

If you are a registered holder, your virtual control number will be on your proxy card. If you hold your shares beneficially through a bank or broker, you must provide a legal proxy from your bank or broker during the Special Meeting by visiting https://www.Data Knights.com/Data Knights/2022. Toregistration and you will be assigned a virtual control number in order to access the virtual online Special Meeting,annual meeting.

Additionally, you can find a copy of our Annual Report on Form 10-K, which includes our financial statements for the fiscal year ended December 31, 2023, on the website of the Securities and Exchange Commission, or the SEC, at www.sec.gov, or in the “SEC Filings” section of the “Investor Relations” section of our website at Home Page - OneMedNet IR. You may also obtain a printed copy of our Annual Report on Form 10-K, including our financial statements, free of charge, from us by sending a written request to:

ONEMEDNET CORPORATION

6385 Old Shady Oak Road, Suite 250
Eden Prairie, MN 55344

Exhibits will needbe provided upon written request and payment of an appropriate processing fee.

1

IMPORTANT INFORMATION ABOUT THE SPECIAL MEETING AND VOTING

Why is the Company Soliciting My Proxy?

Our board of directors (the “Board”) is soliciting your 12 digit control numberproxy to vote electronically at the Special Meeting. The accompanying proxy statement (the “Proxy Statement”), is dated [      ], 2022,special meeting of stockholders to be reconvened virtually, on Friday, May 31, 2024 at 11:00 a.m. Eastern Time and is first being mailed to shareholdersany further adjournments or any postponements of the Company on or about [           ], 2022.

The sole purpose of the Special Meeting is to consider and vote upon the following three proposals:
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a proposal to amend the Company’s second amended and restated certificate of incorporation (the “Amended Charter”) in the form set forth in Annex A to the accompanying Proxy Statement,meeting, which we refer to as the “Extension Amendment,” givingspecial meeting. This proxy statement, along with the Company the right to extend the date by which the Company must (i) consummate a merger, capital stock exchange, asset acquisition, stock purchase, reorganization or similar business combination involving the Company and one or more businesses (a “business combination”), (ii) cease its operations if it fails to complete such business combination, and (iii) redeem or repurchase 100%accompanying Notice of the Company’s Class A common stock included as partSpecial Meeting of the units sold in the Company’s initial public offering that closed on May 11, 2021 (the “IPO”) from November 11, 2022 (the “Termination Date”) up to nine (9) one-month extensions to August 11, 2023 (which we refer to as the “Extension”, and such later date, the “Extended Date”) (such proposal is the “Extension Amendment Proposal”“). ForStockholders, summarizes the purposes of the Delaware General Corporation Law (the “DGCL”),meeting and the full textinformation you need to know to vote at the special meeting.

We have made available to you on the Internet or have sent you this proxy statement, the Notice of Special Meeting of Stockholders and the proxy card because you owned shares of our common stock on the record date. We intend to commence distribution of the resolution is as follows: “RESOLVED, that subjectproxy materials to and conditional uponstockholders on or about May 16, 2024.

Why are you seeking approval for the trust account, which is governed by the investment management trust agreement entered into between the Company and Continental Stock Transfer & Trust Company on May 11, 2021, having net tangible assetsissuance of at least US $5,000,001 as at the dateshares of this resolution, the third amended and restated certificate of incorporation, a copy of which is attached to the accompanying proxy statement as Annex A, be and is hereby adopted as the certificate of incorporation of the Company in substitution for and to the exclusion of the Company’s existing certificate of incorporation”,

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a proposal to amend the investment management trust agreement (the “Trust Agreement”) entered into between Continental Stock Transfer & Trust Company, as trustee (“Continental”) and the Company governing the trust account (the “Trust Account”) establishedcommon stock in connection with the IPO dated May 11, 2021financing transaction?

On March 28, 2024, OneMedNet Corporation (the ““Company”) Trust Amendment”entered into a definitive securities purchase agreement (the “Securities Purchase Agreement”) with Helena Global Investment Opportunities 1 Ltd. (the “Investor”), an affiliate of Helena Partners Inc., a Cayman-Islands based advisor and investor providing for up to USD$4.54 million in funding through a private placement for the issuance of senior secured convertible notes (the “Notes”). In connection with the issuance of the Notes, the Company will issue to the Investor common stock purchase warrants (the “Warrants”) across multiple tranches (the “Tranches”) consisting of an initial tranche (the “Initial Tranche”) of (i) an aggregate principal amount $2,000,000.00 and including an original issue discount (“OID”) of up to an aggregate of $300,000.00 plus Warrants to purchase a number of shares of Common Stock equal to the applicable Warrant Share Amounts (defined below). The second tranche (the “Second Tranche”) consists of an aggregate principal amount of Notes of up to $350,000.00 and including an OID of up to $52,500.00 and Warrants to purchase a number of shares of Common Stock equal to the applicable Warrant Share Amounts with respect to such Tranche. The Securities Purchase Agreement contemplates three subsequent Tranches each of which shall be in an aggregate principal amount of Notes of up to $1,000,000 each and each including an OID of 15.0% of the applicable principal amount, and Warrants to purchase a number of shares of Common Stock equal to the applicable Warrant Share Amounts with respect to such Tranches.

The purchase price of a Note and its accompanying Warrant shall be computed by subtracting the portion of the OID represented by that such Note from the portion of the principal amount represented by such Note (a “Purchase Price”). The Securities Purchase Agreement defines Warrant Share Amounts means in respect of any Warrant issued in a Closing the initial amount of shares of Common Stock (the “Warrant Shares”) for which such Warrant may be exercised and which shall be equal to the applicable principal amount of the Note issued to the Investor in such closing multiplied by 50% and divided by the 95% of lowest VWAP over the ten Trading Day period immediately preceding the applicable Closing Date.

In connection with the closings of each Tranche, a portion of the proceeds will be held in escrow (the “Escrow”) pursuant to an amendmentexecuted Escrow Agreement dated as of March 28, 2024 in accordance with the following: (i) $1,350,000.00 of the net proceeds of the Initial Tranche will be paid into the Escrow Account for distribution in accordance with the release of proceeds conditions (the “Release Conditions” discussed below), with the balance of the net proceeds paid to the Trust AgreementCompany less initial closing expenses relating to such Initial Tranche; (ii) 100% of the net proceeds of the Third Tranche shall be paid into the Escrow Account for distribution in accordance with the form set forthRelease Conditions; and (iii) 75% of the net proceeds of the Third Tranche shall be paid into the Escrow Account for distribution in Annex Baccordance with the Release Conditions with the balance of the net proceeds of the Third Tranche being paid to the accompanying Proxy StatementCompany less initial closing expenses relating to extendsuch Third Tranche.

To the date on which Continental must liquidateextent the Trust Account if the Company has not completed its initial business combination, from November 11, 2022 to August 11, 2023 (or such later date as may be determined by the Data Knights shareholders) (such proposal is the “Trust Amendment Proposal”), and

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•
a proposal to approve the adjournmentnumber of the Special Meeting to a later date or dates, if necessary, to permit further solicitation and voteshares of proxies in the event that there are insufficient votes for, or otherwiseCommon Stock issued in connection with the approval of the Extension Amendment Proposal and the Trust Amendment Proposal, which we refer to as the “Adjournment Proposal,” which will be presented only if there are not sufficient votes to approve the Extension Amendment Proposal and the Trust Amendment Proposal.
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Each of the Extension Amendment Proposal, Trust Amendment Proposal and the Adjournment ProposalOffering is more fully described in the accompanying Proxy Statement.
The purpose of the Extension Amendment Proposal and the Trust Amendment Proposal, and, if necessary, the Adjournment Proposal, is to allow us additional time to complete our previously announced
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business combination (the “Business Combination”) with OneMedNet Corporation, a Delaware corporation (“OneMedNet”). On April 25, 2022, the Company entered into an Agreement and Plan of Merger (the “Merger Agreement”), with Data Knights Merger Sub, Inc., a Delaware corporation and wholly-owned subsidiary of Data Knights (“Merger Sub”), OneMedNet, Data Knights, LLC, in its capacity as Purchaser Representative (the “Sponsor”), and Paul Casey, in his capacity as Seller Representative, pursuant to which at the closing of the transactions contemplated by the Merger Agreement (the “Closing”), Merger Sub will merge with and into OneMedNet (the “Merger”), with OneMedNet changing its name to OneMedNet Solutions Corp. and continuing as the surviving corporation (the “Surviving Corporation”) and wholly-owned subsidiary of Data Knights, which will change its name to OneMedNet Corporation at the Closing.
The Amended Charter currently provides that the Company has until November 11, 2022 to complete its initial business combination. While we and the other parties to the Merger Agreement are working toward satisfaction of the conditions to completion of the Business Combination, including the filing of a registration statement on Form S-4 to the U.S. Securities and Exchange Commission on July 22, 2022, relating to the Business Combination (the “Registration Statement”), as amended on September 30, 2022, as may be further amended, our board of directors (the “Data Knights Board”) believes that there may not be sufficient time before November 11, 2022 to hold a Special Meeting at which to conduct a vote for the shareholder approvals required in connection with the Business Combination and consummate the closing of the Business Combination.
The Data Knights Board has determined that it is in the best interests of the Company to seek an extension of the Termination Date and have the Company’s shareholders approve the Extension Amendment Proposal and the Trust Amendment Proposal to allow for additional time to consummate the business combination. Without the Extension, the Company believes that the Company will not be able to complete the business combination on or before the Termination Date. If that were to occur, the Company would be precluded from completing the business combination and would be forced to liquidate.
As well as providing a venue for attendance in person, we are pleased to utilize the virtual shareholder meeting technology to provide ready access, safety and cost savings for our shareholders and the Company. The online meeting format allows attendance from any location in the world.
Even if you are planning to attend the Special Meeting in person or online, please promptly submit your proxy vote by telephone or, if you received a printed form of proxy in the mail, by completing, dating, signing and returning the enclosed proxy, so your shares will be represented at the Special Meeting. Instructions on voting your shares are on the proxy materials you received for the Special Meeting. In connection with the Extension Amendment Proposal, public shareholders may elect to redeem their publicly traded shares at a per-share price, payable in cash, equal to the aggregate amount then on deposit in the Trust Account including interest (which interest shall be net of taxes payable), divided by the number of then outstanding Class A common stock included as part of the units sold in the IPO (the “public shares”), which election we refer to as the “Election.”
An Election can be made regardless of whether such public shareholders vote “FOR” or “AGAINST” the Extension Amendment Proposal and an Election can also be made by public shareholders (the “public shareholders”) who do not vote, or do not instruct their broker or bank how to vote, at the Special Meeting. Holders of public shares may make an Election regardless of whether such public shareholders were holders as of the record date.
Public shareholders who do not make the Election would be entitled to have their shares redeemed for cash if we have not completed a business combination by the Extended Date. In addition, regardless of whether public shareholders vote “FOR” or “AGAINST” the Extension Amendment Proposal and/or the Trust Amendment Proposal, or do not vote, or do not instruct their broker or bank how to vote, at the Special Meeting, if the Extension is implemented and a public shareholder does not make an Election, they will retain the right to vote on any proposed business combination in the future and the right to redeem their public shares at a per-share price, payable in cash, equal to the aggregate amount then on deposit in the Trust Account as of two business days prior to the consummation of such business combination, including interest (which interest shall be net of taxes payable), divided by the number of then outstanding public shares, in the event any proposed business combination is completed.
You are not being asked to vote on a business combination at this time. If the Extension is implemented and you do not elect to redeem your public shares, provided that you are a shareholder on the record date for a meeting to consider a business combination, you will retain the right to vote on a business combination when it is
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submitted to shareholders and the right to redeem your public shares for cash in the event a business combination is approved and completed or we have not consummated a business combination by the Extended Date.
Based upon the amount in the Trust Account as of July 1, 2022, which was $118,700,000, we anticipate that the per-share price at which public shares will be redeemed from cash held in the Trust Account will be approximately $10.32 at the time of the Special Meeting. The closing price of the public shares on Nasdaq on       , 2022, the most recent practicable closing price prior to the mailing of this Proxy Statement, was $10.[      ]. We cannot assure shareholders that they will be able to sell their shares in the open market, even ifgreater than anticipated, the market price per share is higher than the redemption price stated above, as there may not be sufficient liquidity inof our securities when such shareholders wishCommon Stock could decline further.

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Nasdaq Listing Rule 5635(d) requires us to sell their shares.

TO DEMAND REDEMPTION, BEFORE 5:00 P.M. EASTERN TIME ON [           ], 2022 (TWO BUSINESS DAYS BEFORE THE SPECIAL MEETING), YOU SHOULD ELECT EITHER TO PHYSICALLY TENDER YOUR SHARE CERTIFICATES TO CONTINENTAL STOCK TRANSFER & TRUST COMPANY OR TO DELIVER YOUR SHARES TO THE TRANSFER AGENT ELECTRONICALLY USING DTC’S DWAC (DEPOSIT/WITHDRAWAL AT CUSTODIAN), AS DESCRIBED HEREIN. YOU SHOULD ENSURE THAT YOUR BANK OR BROKER COMPLIES WITH THE REQUIREMENTS IDENTIFIED ELSEWHERE HEREIN. THE REDEMPTION RIGHTS INCLUDE THE REQUIREMENT THAT A HOLDER MUST IDENTIFY ITSELF IN WRITING AS A BENEFICIAL HOLDER AND PROVIDE ITS LEGAL NAME, PHONE NUMBER AND ADDRESS TO CONTINENTAL STOCK TRANSFER & TRUST COMPANY IN ORDER TO VALIDLY REDEEM ITS SHARES.
The purpose of the Trust Amendment isobtain stockholder approval prior to amend the Trust Agreement to extend the date on which Continental must liquidate the Trust Account if we have not completed our initial business combination by November 11, 2022 from that date to August 11, 2023 (or such earlier date after November 11, 2022 as determined by the Data Knights Board).
If the Extension Amendment Proposal and the Trust Amendment Proposal are not approved and we do not consummate a business combination by November 11, 2022, as contemplated by our IPO prospectus and in accordance with the Amended Charter, we will (i) cease all operations except for the purpose of winding up, (ii) as promptly as reasonably possible but notissuing more than ten business days thereafter subject to lawfully available funds therefor, redeem 100% of the public shares in consideration of a per-share price, payable in cash, equal to the quotient obtained by dividing (A) the aggregate amount then on deposit in the Trust Account, including interest (net of taxes payable, less up to $100,000 of such net interest to pay dissolution expenses as provided in our registration statement), by (B) the total number of then outstanding public shares, which redemption will completely extinguish rights of public shareholders (including the right to receive further liquidating distributions, if any), subject to applicable law, and (iii) as promptly as reasonably possible following such redemption, subject to the approval of the remaining shareholders and the Data Knights Board in accordance with applicable law, dissolve and liquidate, subject in each case to the Company’s obligations under the DGCL to provide for claims of creditors and other requirements of applicable law. There will be no distribution from the Trust Account with respect to our warrants, which will expire worthless in the event20% of our winding up.
The Sponsor owns 2,875,000 Founder Shares (as defined below) that were issued to the Sponsor prior to our IPO, and 585,275 private placement units (the “Private Placement Units,”) that were purchased by the Sponsor in a private placement the closed simultaneously with the closing of the IPO. In addition, our Chairman and Chief Executive Officer and our Chief Financial Officer each own 15,000 Founder Shares, and our three independent directors each owns 5,000 Founder Shares. In addition, our Chief Executive Officer and Chief Financial Officer are deemed to be beneficial owners of shares held by the Sponsor. As used herein, “Founder Shares” refers to all issued and outstanding shares of our Class B common stock. In the event of a liquidation, our Sponsor and officers and directors will not receive any monies held in the Trust Account as a result of their ownership of the Founder Shares or the Private Placement Units.
The affirmative vote of at least 65% of the Company’s outstanding common stock, including the Founder Shares and the Class A common stock underlying the Private Placement Units, will be required to approve the Extension Amendment Proposal and the Trust Amendment Proposal. Shareholder approval of the Extension Amendment and Trust Amendment are required for the implementation of the Data Knights Board’s plan to extend the Termination Date by which we must consummate our initial business combination. Notwithstanding shareholder approval of the Extension Amendment Proposal and the Trust Amendment Proposal, subject to the terms of the Merger Agreement, the Data Knights Board will retain
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the right to abandon and not implement the Extension Amendment and Trust Amendment at any time without any further action by our shareholders.
Approval of the Adjournment Proposal requires the affirmative vote of the majority of the votes cast by shareholders represented in person or by proxy at the Special Meeting.
The Data Knights Board has fixed the close of business on [           ], 2022 as the record date for determining the Company shareholders entitled to receive notice of and vote at the Special Meeting and any adjournment thereof. Only holders of record of the Company’s common stock on that date are entitled to have their votes counted at the Special Meeting or any adjournment thereof.
After careful consideration of all relevant factors, the Data Knights Board has determined that the Extension Amendment Proposal, the Trust Amendment Proposal and, if presented, the Adjournment Proposal are advisable and in the best interests of Data Knights and recommends that Data Knights shareholders vote or give instruction to vote “FOR” the Extension Amendment Proposal, “FOR” the Trust Amendment Proposal, and “FOR” the Adjournment Proposal, if presented.
Under the Amended Charter, no other business may be transacted at the Special Meeting other than that set out in this notice.
Enclosed is the Proxy Statement containing detailed information concerning the Extension Amendment Proposal, the Trust Amendment Proposal, the Adjournment Proposal and the Special Meeting. Whether or not you plan to attend the Special Meeting, we urge you to read this material carefully and vote your common stock.
           , 2022
By Order of the Data Knights Board
/s/ Barry Anderson
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Chief Executive Officer
Your vote is important. If you are a shareholder of record, please sign, date and return your proxy card as soon as possible to make sure that your shares are represented at the Special Meeting. If you are a shareholder of record, you may also cast your vote in person at the Special Meeting. If your shares are held in an account at a brokerage firm or bank, you must instruct your broker or bank how to vote your shares, or you may cast your vote in person at the Special Meeting by obtaining a proxy from your brokerage firm or bank. Your failure to vote or instruct your broker or bank how to vote will mean that your common stock will not count towards the quorum requirement for the Special Meeting and will not be voted. An abstention or broker non-vote will be counted towards the quorum requirement but will not count as a vote cast at the Special Meeting.
Important Notice Regarding the Availability of Proxy Materials for the Special Meeting to be held on [           ], 2022: This notice of the Special Meeting and the accompanying Proxy Statement are available at www.proxyvote.com.
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​​​Page​
Notice Of Special Meeting Of Shareholders​​​​​​​
Proxy Statement
​​​​1​​
Questions and Answers About the Special Meeting
​​​​5​​
Forward-Looking Statements
​​​​21​​
Risk Factors
​​​​22​​
Background
​​​​25​​
The Extension Amendment
​​​​27​​
The Trust Amendment Proposal
​​​​31​​
United States Federal Income Tax Considerations
​​​​33​​
The Special Meeting
​​​​38​​
The Adjournment Proposal
​​​​42​​
Beneficial Ownership of Securities
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Shareholder Proposals
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Householding Information
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Where You Can Find More Information
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Annex A Proposed Amendments to the Certificate of Incorporation of Data Knights Acquisition Corp.
​​​​A-1​​
Annex B Form Of Amendment No. 1 To Investment Management Trust Agreement
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DATA KNIGHTS ACQUISITION CORP.
Unit G6, Frome Business Park, Manor Road,
Frome, United Kingdom, BA11 4FN
SPECIAL MEETING OF DATA KNIGHTS ACQUISITION CORP.
To Be Held at      a.m. Eastern Time on     , 2022
PROXY STATEMENT
The Special Meeting (the “Special Meeting”) of the shareholders of Data Knights Acquisition Corp., which we refer to as “we,” “us,” “our,” “Data Knights” or the “Company,” to be held at [      ] a.m. Eastern Time on [           ], 2022 at the offices of offices of Data Knights Acquisition Corp. located at Unit G6, Frome Business Park, Manor Road, Frome, United Kingdom, BA11 4FN. The Special Meeting will also be available via a live webcast at https://www.cstproxy.com/Data Knightscorp/2022, for the sole purpose of considering and voting upon the following proposals:
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a proposal to amend the Company’s amended and restated articles of association (the “Amended Charter”) in the form set forth in Annex A to the accompanying Proxy Statement, which we refer to as the “Extension Amendment,” giving the Company the right to extend the date by which the Company must (i) consummate a merger, capital stock exchange, asset acquisition, stock purchase, reorganization or similar business combination involving the Company and one or more businesses (a “business combination”), (ii) cease its operations if it fails to complete such business combination, and (iii) redeem or repurchase 100% of the Company’s Class A common stock included as part of the units sold in the Company’s initial public offering that was closed on May 11, 2021 (the “IPO”) from November 11, 2022 (the “Termination Date”) up to nine (9) one-month extensions to August 11, 2023 (which we refer to as the “Extension”, and such later date, the “Extended Date”) (such proposal is the “Extension Amendment Proposal),
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a proposal to amend the Investment Management Trust Agreement (the “Trust Agreement”), dated May 11, 2021 by and between the Company and Continental Stock Transfer & Trust Company, as trustee (“Continental”), pursuant to an amendment to the Trust Agreement in the form set forth in Annex B to the accompanying Proxy Statement, to extend the date on which Continental must liquidate the Trust Account (the “Trust Account”) established in connection with the IPO if the Company has not completed its initial business combination, from November 11, 2022 to August 11, 2023 (or such earlier date after November 11, 2022, as determined by the Data Knights Board) (the “Trust Amendment” and, such proposal, the “Trust Amendment Proposal”), and
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a proposal to approve the adjournment of the Special Meeting to a later date or dates, if necessary, to permit further solicitation and vote of proxies in the event that there are insufficient votes for, or otherwise in connection with, the approval of the Extension Amendment Proposal and the Trust Amendment Proposal, which we refer to as the “Adjournment Proposal,” which will be presented only if there are not sufficient votes to approve the Extension Amendment Proposal and the Trust Amendment Proposal.
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The purpose of the Extension Amendment Proposal and the Trust Amendment Proposal, and, if necessary, the Adjournment Proposal, is to allow us additional time to complete our previously announced business combination (the “Business Combination”) with OneMedNet Corporation, a Delaware corporation (“OneMedNet”). On April 25, 2022, the Company entered into an Agreement and Plan of Merger (the “Merger Agreement”), with Data Knights Merger Sub, Inc., a Delaware corporation and wholly-owned subsidiary of Data Knights (“Merger Sub”), OneMedNet, Data Knights, LLC, in its capacity as Purchaser Representative, and Paul Casey, in his capacity as Seller Representative, pursuant to which at the closing of the transactions contemplated by the Merger Agreement (the “Closing”), Merger Sub will merge with and into OneMedNet (the “Merger”), with OneMedNet changing its name to OneMedNet Solutions Corp. and continuing as the surviving corporation (the “Surviving Corporation”) and wholly-owned subsidiary of Data Knights, which will change its name to OneMedNet Corporation at the Closing.
The Amended Charter currently provides that the Company has until November 11, 2022 to complete its initial business combination. While we and the other parties to the Merger Agreement are working toward

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satisfaction of the conditions to completion of the Business Combination, including the filing of a registration statement on Form S-4 relating to the Business Combination (the “Registration Statement”), the Data Knights Board believes that there may not be sufficient time before November 11, 2022 to hold a Special Meeting at which to conduct a vote for the shareholder approvals required in connection with the Business Combination and consummate the closing of the Business Combination.
The Data Knights Board has determined that it is in the best interests of the Company to seek an extension of the Termination Date and have the Company’s stockholders approve the Extension Amendment Proposal and Trust Amendment Proposal to allow for additional time to consummate the business combination. Without the Extension, the Company believes that the Company will not be able to complete the business combination on or before the Termination Date. If that were to occur, the Company would be precluded from completing the business combination and would be forced to liquidate.
Approval of the Extension Amendment Proposal and the Trust Amendment Proposal are conditions to the implementation of the Extended Date. We will not proceed with the Extended Date if redemptions of our public shares would cause us to have less than $5,000,001 of net tangible assets following approval of the Extension Amendment Proposal and/or the Trust Amendment Proposal.
In connection with the Extension Amendment Proposal, public shareholders may elect to redeem their public shares at a per-share price, payable in cash, equal to the aggregate amount then on deposit in the trust account (the “Trust Account”), including interest (which interest shall be net of taxes payable), divided by the number of then outstanding Class A common stock included as part of the units sold in the IPO (the “public shares”), and which election we refer to as the “Election.”
An Election can be made regardless of whether such public shareholders vote “FOR” or “AGAINST” the Extension Amendment Proposal and/or the Trust Amendment Proposal and an Election can also be made by public shareholders who do not vote, or do not instruct their broker or bank how to vote, at the Special Meeting. Holders of public shares (the “public shareholders”) may make an Election regardless of whether such public shareholders were holders as of the record date.
Public shareholders who do not make the Election would be entitled to have their shares redeemed for cash if we have not completed a business combination by the Extended Date. In addition, regardless of whether public shareholders vote “FOR” or “AGAINST” the Extension Amendment Proposal and/or the Trust Amendment Proposal, or do not vote, or do not instruct their broker or bank how to vote, at the Special Meeting, if the Extension is implemented and a public shareholder does not make an Election, they will retain the right to vote on any proposed business combination in the future and the right to redeem their public shares at a per-share price, payable in cash, equal to the aggregate amount then on deposit in the Trust Account as of two business days prior to the consummation of such business combination, including interest (which interest shall be net of taxes payable), divided by the number of then outstanding public shares, in the event such business combination is completed. We are not asking you to vote on any business combination at this time.
The withdrawal of funds from the Trust Account in connection with the Election will reduce the amount held in the Trust Account following the Election, and the amount remaining in the Trust Account may be only a small fraction of the approximately $118,700,000 that was in the Trust Account as of July 1, 2022. In such event, we may need to obtain additional funds to complete any proposed business combination.
If the Extension Amendment Proposal and the Trust Amendment Proposal are not approved and we do not consummate a business combination by November 11, 2022, as contemplated by our IPO prospectus and in accordance with the Amended Charter, we will (i) cease all operations except for the purpose of winding up; (ii) as promptly as reasonably possible but not more than ten business days thereafter, redeem the public shares, at a per-share price, payable in cash, equal to the aggregate amount then on deposit in the Trust Account, including interest (less up to $100,000 of interest to pay dissolution expenses, and which interest shall be net of taxes payable), divided by the number of then issued and outstanding public shares, which redemption will completely extinguish public shareholders’ rights as shareholders (including the right to receive further liquidating distributions, if any); and (iii) as promptly as reasonably possible following such redemption, subject to the approval of our remaining shareholders and our board, liquidate and dissolve, subject to our obligations under the DGCL to provide for claims of creditors and other requirements of applicable law.

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There will be no redemption rights or liquidating distributions with respect to our warrants, which will expire worthless in the event of our winding up. In the event of a liquidation, holders of our Class B common stock (the “Founder Shares” and, together with the public shares, the “shares”), including Data Knights, LLC (our “Sponsor”), will not receive any monies held in the Trust Account as a result of their ownership of Founder Shares.
If the Extension Amendment Proposal is approved, the Company, pursuant to the terms of the Trust Agreement, will (i) remove from the Trust Account an amount, which we refer to as the “Withdrawal Amount”, equal to the number of public shares properly redeemed multiplied by the per-share price, equal to the aggregate amount then on deposit in the Trust Account, including interest (which interest shall be net of taxes payable), divided by the number of then outstanding public shares, and (ii) deliver to the holders of such redeemed public shares their portion of the Withdrawal Amount. The remainder of such funds shall remain in the Trust Account and be available for use by the Company to complete a business combination on or before the Extended Date. Holders of public shares who do not redeem their public shares now will retain their redemption rights and their ability to vote on a business combination through the Extended Date if the Extension Amendment Proposal is approved.
Our board has fixed the close of business on [      ], 2022 as the record date for determining the shareholders entitled to receive notice of and vote at the Special Meeting and any adjournment thereof. Only holders of record of the shares of common stock on that date are entitledunder the Financing Transaction. For more information, see “Proposal 1: Issuance Proposal” contained elsewhere in this proxy statement.

Why Are You Holding a Virtual Special Meeting?

This year’s annual meeting will be held in a virtual meeting format only. We have designed our virtual format to have their votes counted atenhance, rather than constrain, stockholder access, participation and communication. For example, the virtual format allows stockholders to communicate with us in advance of, and during, the annual meeting so they can ask questions of our Board or management, as time permits.

How Do I Access the Virtual Special Meeting or any adjournment thereof. On the record dateMeeting?

The live webcast of the Special Meeting, there were 14,960,275 shares of common stock outstanding, of which 11,500,000 were public shares, 2,875,000 were Founder Shares and 585,275 were shares underlying the private placement units. The Founder Shares carry voting rights in connection with the Extension Amendment Proposal, the Trust Amendment Proposal and the Adjournment Proposal, and we have been informed by our Sponsor and our directors, which hold all 2,875,000 Founder Shares in the aggregate, that they intend to vote in favor of the Extension Amendment Proposal, the Trust Amendment Proposal and the Adjournment Proposal.

This Proxy Statement contains important information about the Special Meeting and the proposals. Please read it carefully and vote your shares. Wespecial meeting will pay for the entire cost of soliciting proxies. We have engaged Laurel Hill Advisory Group LLC (“Laurel Hill”), to assist in the solicitation of proxies for the Special Meeting. We have agreed to pay Laurel Hill a fee of $11,500. We will also reimburse Laurel Hill for reasonable out-of-pocket expenses and will indemnify Laurel Hill and its affiliates against certain claims, liabilities, losses, damages and expenses. In addition to these mailed proxy materials, our directors and officers may also solicit proxies in person, by telephone or by other means of communication. These parties will not be paid any additional compensation for soliciting proxies. We may also reimburse brokerage firms, banks and other agents for the cost of forwarding proxy materials to beneficial owners.
To exercise your redemption rights, you must demand that the Company redeem your public shares for a pro rata portion of the funds held in the Trust Account, and tender your sharesbegin promptly at 11:00 a.m. Eastern Time. Online access to the Company’s transfer agent at least two business daysaudio webcast will open 15 minutes prior to the Special Meeting (or                  , 2022).start of the special meeting to allow time for you to log-in and test your device’s audio system. The virtual special meeting is running the most updated version of the applicable software and plugins. You may tender your shares by either delivering your share certificateshould ensure you have a strong Internet connection wherever you intend to participate in the special meeting. You should also allow plenty of time to log in and ensure that you can hear streaming audio prior to the transfer agent or by delivering your shares electronically usingstart of the Depository Trust Company’s DWAC (Deposit/Withdrawal At Custodian) system. If you hold your shares in street name,special meeting.

Log-in Instructions. To be admitted to the virtual special meeting, you will need to instruct your bank, broker or other nominee to withdrawlog-in at www._____________ using the shares from your account in order to exercise your redemption rights.

There will be no distribution from the Trust Account with respect to the Company’s warrants, which will expire worthless in the event of our winding up. In the event of a liquidation, our Sponsor will not receive any monies held in the Trust Account as a result of its ownership of 2,862,000 Founder Shares that are owned by to the Sponsor, plus the shares held be the officers and directors issued prior to our IPO and 585,275 Private Placement Units that were purchased by the Sponsor in a private placement which occurred simultaneously with the completion of the IPO. As a consequence, a liquidating distribution will be made only with respect to the public shares.
If the Company liquidates, the Sponsor has agreed to indemnify us to the extent any claims by a third party for services rendered or products sold to us, or any claims by a prospective target business with which we have discussed entering into an acquisition agreement, reduce the amount of funds in the Trust Account to below (i) $10.[      ] per public share or (ii) such lesser amount per public share held in the Trust Account

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as of the date of the liquidation of the Trust Account due to reductions in the value of the trust assets, in each case net of the interest which may be withdrawn to pay taxes, except as to any claims by a third party who executed a waiver of any and all rights to seek access to our Trust Account and except as to any claims under our indemnity of the underwriters of our IPO against certain liabilities, including liabilities under the Securities Act of 1933, as amended (the “Securities Act”). Moreover, in the event that an executed waiver is deemed to be unenforceable against a third party, the Sponsor will not be responsible to the extent of any liability for such third party claims. We cannot assure you, however, that the Sponsor would be able to satisfy those obligations. Based upon the current amount in the Trust Account, we anticipate that the per-share price at which public shares will be redeemed from cash held in the Trust Account will be approximately $10.[      ] . Nevertheless, the Company cannot assure you that the per share distribution from the Trust Account, if the Company liquidates, will not be less than $10.[      ], plus interest, due to unforeseen claims of creditors.
Under the DGCL, our plan of dissolution must provide for all claims against us to be paid in full or make provision for payments to be made in full, as applicable, if there are sufficient assets. These claims must be paid or provided for before we make any distribution of our remaining assets to our shareholders. If we are forced to enter an insolvent liquidation, any distributions received by shareholders could be viewed as an unlawful payment if it was proved that immediately following the date on which the distribution was made, we were unable to pay our debts as they fall due in the ordinary course of business. As a result, a liquidator could seek to recover some, or all amounts received by our shareholders. Furthermore, our directors may be viewed as having breached their fiduciary duties to us or our creditors and/or may have acted in bad faith, thereby exposing themselves and our company to claims, by paying public shareholders from the trust account prior to addressing the claims of creditors. We cannot assure you that claims will not be brought against us for these reasons.
This Proxy Statement is dated [           ], 2022 and is first being mailed to shareholders on or about [           ], 2022.
By Order of the Data Knights Board,
Barry Anderson
Chief Executive Officer

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QUESTIONS AND ANSWERS ABOUT THE SPECIAL MEETING
These Questions and Answers are only summaries of the matters they discuss. They do not contain all of the information that may be important to you. You should read carefully the entire document, including the annexes to this Proxy Statement.
Why am I receiving this Proxy Statement?
We are a blank check company formed under the DGCL on February 8, 2021, for the purpose of effecting a merger, capital stock exchange, asset acquisition, stock purchase, reorganization or similar business combination with one or more businesses. On May 11, 2021, we consummated our IPO from which we derived gross proceeds of approximately $115,000,000 in the aggregate and completed the private sales of Private Placement Units from which we derived gross proceeds of $5,852,750. The amount in the Trust Account was initially $117,300,000 or $10.20 per public share.
Like most blank check companies, the Amended Charter provides for the return of our IPO proceeds held in trust to the holders of Class A common stock sold in our IPO if there is no qualifying business combination(s) consummated on or before a certain date, which is initially November 11, 2022. The Data Knights Board believes that it is in the best interests of the shareholders to continue our existence until the Extended Date in order to allow us more time to complete our initial business combination pursuant to that certain Merger Agreement, dated as of April 25, 2022, by and among us, OneMedNet and the other parties thereto (the “Business Combination”). For more information about the Business Combination, see our Current Report on Form 8-K filed with the U.S. Securities and Exchange Commission (the “SEC”) on April 25, 2022 and our Form S-4 filed on July 22, 2022, relating to the Business Combination (the “Registration Statement”), as amended on September 30, 2022, as may be further amended.
What is being voted on?
You are being asked to vote on:
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a proposal to amend the Amended Charter to extend the date by which we have to consummate a business combination from November 11, 2022 to the Extended Date, which is August 11, 2023 by up to nine one-month extensions, as specifically set forth in this proxy;
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a proposal to amend our Trust Agreement to extend the date on which Continental must liquidate the Trust Account if we have not completed our initial business combination, from November 11, 2022 to August 11, 2023 (or such earlier date after November 11, 2022 as determined by the Company’s board of directors); and
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a proposal to approve the adjournment of the Special Meeting to a later date or dates, if necessary, to permit further solicitation and vote of proxies in the event that there are insufficient votes for, or otherwise in connection with, the approval of the Extension Amendment Proposal and the Trust Amendment Proposal.
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The Extension Amendment Proposal and the Trust Amendment Proposal are required to extend the date that we have to complete the Business Combination. The purpose of the Extension Amendment

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and the Trust Amendment Proposal are both allow the Company more time to complete the Business Combination.
However, we will not proceed with the Extension if redemptions of our public shares cause us to have less than $5,000,001 of net tangible assets following approval of the Extension Amendment Proposal and the Trust Amendment Proposal.
If the Extension Amendment Proposal and the Trust Amendment Proposal are approved and the Extension is implemented, the removal of the Withdrawal Amount from the Trust Account in connection with the Election will reduce the amount held in the Trust Account following the Election. We cannot predict the amount that will remain in the Trust Account if the Extension Amendment Proposal and the Trust Amendment Proposal are approved and the amount remaining in the Trust Account may be only a small fraction of the approximately $118,700,000 that was in the Trust Account as of the record date. In such event, we may need to obtain additional funds to complete an initial business combination, and there can be no assurance that such funds will be available on terms acceptable to the parties or at all.
If the Extension Amendment Proposal and the Trust Amendment Proposal are not approved and we do not consummate a business combination by November 11, 2022, as contemplated by our IPO prospectus and in accordance with the Amended Charter, we will (i) cease all operations except for the purpose of winding up, (ii) as promptly as reasonably possible but not more than ten business days thereafter subject to lawfully available funds therefor, redeem 100% of the shares of the Class A common stock in consideration of a per-share price, payable in cash, equal to the quotient obtained by dividing (A) the aggregate amount then on deposit in the Trust Account, including interest (net of taxes payable, less up to $100,000 of such net interest to pay dissolution expenses), by (B) the total16-digit control number of then outstanding shares of the Class A common stock, which redemption will completely extinguish rights of public shareholders (including the right to receive further liquidating distributions, if any), subject to applicable law, and (iii) as promptly as reasonably possible following such redemption, subject to the approval of the remaining shareholders and the Data Knights Board in accordance with applicable law, dissolve and liquidate, subject in each case to the Company’s obligations under the DGCL to provide for claims of creditors and other requirements of applicable law.
There will be no redemption rights or liquidating distributions with respect to our warrants, which will expire worthless in the event of our liquidation. In the event of a liquidation, holders of our Founder Shares, including our Sponsor, will not receive any monies held in the Trust Account as a result of their ownership of the Founder Shares and Private Placement Units.
Why is the Company proposing the Extension Amendment Proposal, the Trust Amendment Proposal and the Adjournment Proposal?
The Amended Charter provides for the return of the funds held in the Trust Account to the holders of public shares if there is no qualifying Business Combination consummated on or before

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November 11, 2022 unless extended under the Amended Charter. The Data Knights Board believes that there will not be sufficient time before November 11, 2022 to hold a Special Meeting for shareholder approval of any proposed Business Combination or to consummate any proposed Business Combination. Accordingly, the Data Knights Board believes that in order to be able to consummate any proposed business combination, we will need to obtain approval of the Extended Date via the Extension Amendment Proposal.
The purpose of the Extension Amendment Proposal and Trust Amendment Proposal, and, if necessary, the Adjournment Proposal, is to allow us additional time to complete a business combination. There is no assurance that the Company will be able to consummate the Business Combination, given the actions that must occur prior to closing of the Business Combination
Accordingly, our board is proposing the Extension Amendment Proposal and the Trust Amendment Proposal to amend the Amended Charter in the form set forth in Annex A hereto and to amend the Trust Agreement, respectively, to extend the date by which we must (i) consummate a business combination; or (ii) if we fail to consummate a business combination, (A) cease all operations except for the purpose of winding up, (B) redeem all of the Company’s public shares and (C) liquidate and dissolve, and our board is proposing the Trust Amendment Proposal to amend the Trust Agreement in the form set forth in Annex B to extend the date on which Continental must liquidate the Trust Account established in connection with our IPO if we have not completed a business combination, from November 11, 2022 to August 11, 2023 (or such earlier date after November 11, 2022 as determined by the Company’s board of directors).
If the Extension Amendment Proposal and Trust Amendment Proposal are not approved by the Company’s shareholders, the Company may put the Adjournment Proposal to a vote in order to seek additional time to obtain sufficient votes in support of the Extension. If the Adjournment Proposal is not approved by the Company’s shareholders, the Data Knights Board may not be able to adjourn the Special Meeting to a later date or dates in the event that there are insufficient votes for, or otherwise in connection with, the approval of the Extension Amendment Proposal
Why should I vote “FOR” the Extension Amendment Proposal?
The Data Knights Board believes that our shareholders will benefit from the consummation of the Business Combination and is proposing the Extension Amendment Proposal to extend the date to complete the Business Combination until the Extended Date to give us additional time to complete the Business Combination.
The Data Knights Board has determined that it is in the best interests of our shareholders to approve the Extension Amendment Proposal and, if necessary, the Adjournment Proposal, to allow for additional time to consummate the Business Combination. While we are using our best efforts to complete the Business Combination as soon as practicable, the Data Knights Board believes that there will not be sufficient time before the Termination Date to complete the Business Combination. Accordingly, the Data Knights Board

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believes that in order to be able to consummate the Business Combination, we will need to obtain the Extension. Without the Extension, the Data Knights Board believes that there is significant risk that we might not, despite our best efforts, be able to complete the Business Combination on or before November 11, 2022. If that were to occur, we would be precluded from completing the Business Combination and would be forced to liquidate even if our shareholders are otherwise in favor of consummating the Business Combination.
If the Extension is approved and implemented, subject to satisfaction of the conditions to closing in the Merger Agreement (including, without limitation, receipt of shareholder approval of the Business Combination), we intend to complete the Business Combination as soon as possible and in any event on or before the Extended Date.
The Company believes that given its expenditure of time, effort and moneyfound on the Business Combination, circumstances warrant providing public shareholders an opportunityproxy card or voting instruction card previously mailed or made available to consider the Business Combination. Accordingly, the Data Knights Board is proposing the Extension Amendment Proposal to amend the Amended Charter in the form set forth in Annex A hereto to extend the date by which we must (i) consummate a business combination, (ii) cease our operations if we fail to complete such business combination, and (iii) redeem or repurchase 100% of the shares of our Class A common stock included as part of the units sold in our IPO from November 11, 2022 to August 11, 2023, through up to nine one-month extensions, as specifically provided herein with respect to the Extension.
You are not being asked to vote on the Business Combination at this time. If the Extension is implemented and you do not elect to redeem your public shares, provided that you are a shareholder on the record date for a meeting to consider the Business Combination, you will retain the right to vote on the Business Combination when it is submitted to shareholders and the right to redeem your public shares for cash in the event the Business Combination is approved and completed or we have not consummated a business combination by the Extended Date.
If the Extension Amendment Proposal is not approved, we may put the Adjournment Proposal to a vote in order to seek additional time to obtain sufficient votes in support of the Extension. If the Adjournment Proposal is not approved, the Data Knights Board may not be able to adjourn the Special Meeting to a later date or dates in the event that there are insufficient votes for, or otherwise in connection with, the approval of the Extension Amendment Proposal.
We believe that given our expenditure of time, effort and money on the Business Combination, circumstances warrant providing public shareholders an opportunity to consider the Business Combination and that it is in the best interests of our shareholders that we obtain the Extension. The Data Knights Board believes the Business Combination will provide significant benefits to our shareholders. For more information about the Business Combination, see Current Report on Form 8-K filed with the SEC on April 25, 2022 and our Form S-4 filed on July 22, 2022, relating to the Business Combination

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(the “Registration Statement”), as amended on September 30, 2022, as may be further amended.
The Data Knights Board recommends that you vote in favor of the Extension Amendment Proposal.
Why should I vote “FOR” the Trust Amendment Proposal?
As discuss above, the Data Knights Board has determined that it is in the best interests of our shareholders to approve the Trust Amendment Proposal and, if necessary, the Adjournment Proposal, to allow for additional time to consummate the Business Combination. While we are using our best efforts to complete the Business Combination as soon as practicable, the Data Knights Board believes that there will not be sufficient time before the Termination Date to complete the Business Combination. Accordingly, the Data Knights Board believes that in order to be able to consummate the Business Combination, we will need to obtain the Extension. Without the Extension, the Data Knights Board believes that there is significant risk that we might not, despite our best efforts, be able to complete the Business Combination on or before November 11, 2022. If that were to occur, we would be precluded from completing the Business Combination and would be forced to liquidate even if our shareholders are otherwise in favor of consummating the Business Combination.
Whether a holder of public shares votes in favor of or against the Extension Amendment Proposal or the Trust Amendment Proposal, if such proposals are approved, the holder may, but is not required to, redeem all or a portion of its public shares for a per-share price, payable in cash, equal to the aggregate amount then on deposit in the Trust Account, including interest earned on the funds held in the Trust Account and not previously released to the Company to pay income taxes, if any, divided by the number of then outstanding public shares. We will not proceed with the Extension if redemptions of our public shares would cause us to have less than $5,000,001 of net tangible assets following approval of the Extension Amendment Proposal and the Trust Amendment Proposal.
If holders of public shares do not elect to redeem their public shares, such holders will retain redemption rights in connection with the Business Combination. Assuming the Extension Amendment Proposal is approved, we will have until the Extended Date to complete our business combination.
The Data Knights Board recommends that you vote in favor of the Trust Amendment Proposal.
Why should I vote “FOR” the Adjournment Proposal?
If the Adjournment Proposal is not approved by Data Knights’ shareholders, the Data Knights Board may not be able to adjourn the Special Meeting to a later date or dates in the event that there are insufficient shares represented (either in person or by proxy) to constitute a quorum necessary to conduct business at the Special Meeting or at the time of the Special Meeting to approve the Extension Amendment Proposal.
The Amended Charter provides that if our shareholders approve an amendment to the Amended Charter with respect to (A) the

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substance or timing of our obligation to redeem 100% of our public shares if we do not complete a business combination before November 11, 2022, or (B) any other provision relating to shareholders’ rights or initial business combination activity, Data Knights will provide our public shareholders with the opportunity to redeem all or a portion of their public shares upon such approval at a per-share price, payable in cash, equal to the aggregate amount then on deposit in the Trust Account, including interest (which interest shall be net of taxes payable), divided by the number of then issued and outstanding public shares.
We believe that this provision of the Amended Charter was included to protect our public shareholders from having to sustain their investments for an unreasonably long period if we failed to find a suitable business combination in the timeframe contemplated by the Amended Charter.
The Data Knights Board believes, however, that given our expenditure of time, effort and money on the proposed Business Combination with OneMedNet, circumstances warrant providing those who believe a proposed business combination is an attractive investment with an opportunity to consider such transaction, inasmuch as we are also affording shareholders who wish to redeem their public shares the opportunity to do so, as required under the Amended Charter. If you do not elect to redeem your public shares, you will retain the right to vote on any business combination in the future and the right to redeem your public shares in connection with such business combination. Our board recommends that you vote in favor of the Adjournment Proposal should this be put to your vote.
When would the Data Knights Board abandon the Extension Amendment Proposal and the Trust Amendment Proposal?
We intend to hold the Special Meeting to approve the Extension Amendment and Trust Amendment and only if the Data Knights Board has determined as of the time of the Special Meeting that we may not be able to complete the Business Combination on or before November 11, 2022. If we complete the Business Combination on or before November 11, 2022, we will not implement the Extension. Additionally, the Data Knights Board will abandon the Extension Amendment and Trust Amendment if our shareholders do not approve the Extension Amendment Proposal and Trust Amendment Proposal. Notwithstanding shareholder approval of the Extension Amendment Proposal and Trust Amendment Proposal, the Data Knights Board will retain the right to abandon and not implement the Extension Amendment and Trust Amendment at any time without any further action by our shareholders, subject to the terms of the Merger Agreement. In addition, we will not proceed with the Extension if the number of redemptions or repurchases of our public shares causes us to have less than $5,000,001 of net tangible assets following approval of the Extension Amendment Proposal and Trust Amendment Proposal.
How do the Company insiders intend to vote their shares?
Currently, our Sponsor and our officers and directors own approximately 23.1% of our issued and outstanding shares, including 2,875,000 Founder Shares and 585,275 Private Placement Units.

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The Founder Shares carry voting rights in connection with the Extension Amendment Proposal, the Trust Amendment Proposal and the Adjournment Proposal, and we have been informed by our Sponsor and our officers and directors that it intends to vote in favor of the Extension Amendment Proposal, the Trust Amendment Proposal and the Adjournment Proposal.
Our Sponsor, directors and officers do not intend to purchase our shares in the open market or in privately negotiated transactions in connection with the shareholder vote on the Extension Amendment and/or the Trust Amendment.
In addition, the Company’s initial stockholders or advisors and the Target’s directors and officers, or any of their respective affiliates, may purchase public shares in privately negotiated transactions or in the open market prior to or following the special meeting, although they are under no obligation to do so. Such public shares purchased by the Company or our Sponsor would be (a) purchased at a price no higher than the redemption price for the public shares, which is currently estimated to be $[•] per share and (b) would not be (i) voted by the initial stockholders or their respective affiliates at the special meeting and (ii) redeemable by the initial stockholders or their respective affiliates. Any such purchases that are completed after the record date for the special meeting may include an agreement with a selling stockholder that such stockholder, for so long as it remains the record holder of the shares in question, will vote in favor of the Extension Amendment and/or will not exercise its redemption rights with respect to the shares so purchased. The purpose of such share purchases and other transactions would be to increase the likelihood that the proposal to be voted upon at the special meeting is approved by the requisite number of votes and to reduce the number of public shares that are redeemed. In the event that such purchases do occur, the purchasers may seek to purchase shares from stockholders who would otherwise have voted against the Extension Amendment and elected to redeem their shares for a portion of the trust account. Any such privately negotiated purchases may be effected at purchase prices that are below or in excess of the per-share pro rata portion of the trust account. Any public shares held by or subsequently purchased by our affiliates may be voted in favor of the Extension Amendment. None of the initial stockholders, advisors or their respective affiliates may make any such purchases when they are in possession of any material non-public information not disclosed to the seller or during a restricted period under Regulation M under the Securities Exchange Act of 1934, as amended (the “Exchange Act”).
What vote is required to adopt the Extension Amendment Proposal?
The approval of the Extension Amendment Proposal requires adoption of a resolution under the DGCL by the affirmative vote of the holders of at least 65% of the then issued and outstanding shares of the Company’s common stock.
What vote is required to adopt the Trust Amendment Proposal?
The approval of the Trust Amendment Proposal requires a resolution of at least 65% of the total issued and outstanding shares of the Company as required pursuant to the provisions of the Trust Agreement.

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What vote is required to approve the Adjournment Proposal?
The approval of the Adjournment Proposal requires the affirmative vote of the holders of a majority of the then issued and outstanding shares of the common stock of the Company who, being present and entitled to vote at the Special Meeting, vote on the Adjournment Proposal at the Special Meeting.
special meeting.

What Happens if I don’t want to vote “FOR” the Extension Amendment Proposal?

If you do not want the Extension Amendment Proposal to be approved, you must vote “AGAINST” such proposal. You will be entitled to redeem your public shares for cash in connection with this vote whether or not you vote on the Extension Amendment Proposal so long as you elect to redeem your public shares for a pro rata portion of the funds available in the Trust Account in connection with the Extension Amendment. If the Extension Amendment Proposal is approved, and the Extension is implemented, then the Withdrawal Amount will be withdrawn from the Trust Account and paid to the redeeming holders.
What if I don’t want to vote “FOR” the Trust Amendment Proposal?
If you do not want the Trust Amendment Proposal to be approved, you must abstain, not vote, or vote “AGAINST” such proposal. You will be entitled to redeem your public shares for cash in connection with this vote whether or not you vote on the Trust Amendment Proposal so long as you elect to redeem your public shares for a pro rata portion of the funds available in the Trust Account in connection with the Trust Amendment. If the Trust Amendment Proposal is approved, and the Extension is implemented, then the Withdrawal Amount will be withdrawn from the Trust Account and paid to the redeeming holders.
What happens if the Extension Amendment Proposal is not approved?
If the Extension Amendment Proposal is not approved and we have not consummated an initial business combination by the Termination Date, we will (i) cease all operations except for the purpose of winding up, (ii) as promptly as reasonably possible but not more than ten business days thereafter subject to lawfully available funds therefor, redeem 100% of the shares of the Class A common stock in consideration of a per-share price, payable in cash, equal to the quotient obtained by dividing (A) the aggregate amount then on deposit in the Trust Account, including interest (net of taxes payable, less up to $100,000 of such net interest to pay dissolution expenses), by (B) the total number of then outstanding shares of the Class A common stock, which redemption will completely extinguish rights of public shareholders (including the right to receive further liquidating distributions, if any), subject to applicable law, and (iii) as promptly as reasonably possible following such redemption, subject to the approval of the remaining shareholders and the Data Knights Board in accordance with applicable law, dissolve and liquidate, subject in each case to the Company’s obligations under the DGCL to provide for claims of creditors and other requirements of applicable law.
There will be no distribution from the Trust Account with respect to our warrants which will expire worthless in the event we wind up.

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In the event of a liquidation, our Sponsor and directors and officers will not receive any monies held in the Trust Account as a result of their ownership of the Founder Shares or Private Placement Units.
What happens if the Trust Amendment Proposal is not approved?
If the Trust Amendment Proposal is not approved and we do not consummate a business combination by November 11, 2022, as contemplated by our IPO prospectus and in accordance with the Amended Charter, we will (i) cease all operations except for the purpose of winding up, (ii) as promptly as reasonably possible but not more than ten business days thereafter subject to lawfully available funds therefor, redeem 100% of the shares of the Class A common stock in consideration of a per-share price, payable in cash, equal to the quotient obtained by dividing (A) the aggregate amount then on deposit in the Trust Account, including interest (net of taxes payable, less up to $100,000 of such net interest to pay dissolution expenses), by (B) the total number of then outstanding shares of the Class A common stock, which redemption will completely extinguish rights of public shareholders (including the right to receive further liquidating distributions, if any), subject to applicable law, and (iii) as promptly as reasonably possible following such redemption, subject to the approval of the remaining shareholders and the Data Knights Board in accordance with applicable law, dissolve and liquidate, subject in each case to the Company’s obligations under the DGCL to provide for claims of creditors and other requirements of applicable law.
If the Extension Amendment Proposal is approved, what happens next?
If the Extension Amendment Proposal is approved by the requisite number of votes, the amendments to the Amended Charter that are set forth in Annex A hereto will become effective. We will remain a reporting company under the Securities Exchange Act of 1934, as amended (the “Exchange Act”) and our units, public shares and warrants will remain publicly traded.
If the Extension Amendment Proposal is approved, the removal of the Withdrawal Amount from the Trust Account will reduce the amount remaining in the Trust Account and increase the percentage interest of our shares held by our Sponsor as a result of its ownership of the Founder Shares and Private Placement Units.
If the Extension Amendment Proposal is approved, we will continue to attempt to consummate an initial business combination until the Extended Date. We expect to seek shareholder approval of the Business Combination. If shareholders approve the Business Combination, we expect to consummate the Business Combination as soon as possible following such shareholder approval. Because we have only a limited time to complete our initial business combination, even if we are able to effect the Extension, our failure to obtain any required regulatory approvals in connection with the Business Combination or to resolve certain ongoing investigations within the requisite time period may require us to liquidate. If we liquidate, our public shareholders may only receive $10.[      ] per share, and our warrants will expire worthless. This will also cause you to lose any potential investment opportunity in a target company and the chance

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of realizing future gains on your investment through any price appreciation in the combined company.
If the Trust Amendment Proposal is approved, what happens
next?
If the Trust Amendment Proposal is approved, we will continue to seek approval of the Extension Amendment Proposal in order to consummate an initial business combination by the Extended Date. If we receive approval of the Extension Amendment Proposal as well, we will amend our Trust Agreement in accordance with this proxy to reflect the terms of the Trust Amendment Proposal and the Extension Amendment Proposal. We expect to seek shareholder approval of the Business Combination. If shareholders approve the Business Combination, we expect to consummate the Business Combination as soon as possible following such shareholder approval.
What happens to the Company’s warrants if the Extension Amendment Proposal is not approved?
If the Extension Amendment Proposal is not approved and we have not consummated the Business Combination by the Termination Date, we will (i) cease all operations except for the purpose of winding up, (ii) as promptly as reasonably possible but not more than ten business days thereafter subject to lawfully available funds therefor, redeem 100% of the shares of the Class A common stock in consideration of a per-share price, payable in cash, equal to the quotient obtained by dividing (A) the aggregate amount then on deposit in the Trust Account, including interest (net of taxes payable, less up to $100,000 of such net interest to pay dissolution expenses), by (B) the total number of then outstanding shares of the Class A common stock, which redemption will completely extinguish rights of public shareholders (including the right to receive further liquidating distributions, if any), subject to applicable law, and (iii) as promptly as reasonably possible following such redemption, subject to the approval of the remaining shareholders and the Data Knights Board in accordance with applicable law, dissolve and liquidate, subject in each case to the Company’s obligations under the DGCL to provide for claims of creditors and other requirements of applicable law. There will be no distribution from the Trust Account with respect to our warrants, which will expire worthless in the event of our winding up.
What happens to the Company’s warrants if the Extension Amendment Proposal and the Trust Amendment Proposal are approved?
If the Extension Amendment Proposal and the Trust Amendment Proposal are approved, we will retain the blank check company restrictions previously applicable to us and continue to attempt to consummate a business combination until the Extended Date. The public warrants will remain outstanding and only become exercisable until the later of 30 days after the completion of our initial business combination and 12 months from the closing of our IPO, provided we have an effective registration statement under the Securities Act covering the shares of the Class A common stock issuable upon

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exercise of the warrants and a current prospectus relating to them is available (or we permit holders to exercise warrants on a cashless basis).
If I do not exercise my redemption rights now, can I exercise my redemption rights in connection with any future initial business combination?
Yes. If you do not exercise your redemption rights now, you retain the right to exercise your redemption rights in connection with any future proposed business combination, subject to any limitations set forth in the Amended Charter.
Am I able to exercise my redemption rights in connection with our initial business combination?
If you were a holder of shares of the Class A common stock as of the close of business on any record date for a future meeting to seek shareholder approval of our initial business combination, you will be able to vote on our initial business combination. The Special Meeting relating to the Extension Amendment Proposal and the Trust Amendment Proposal does not affect your right to elect to redeem your public shares in connection with the Business Combination, subject to any limitations set forth in the Amended Charter (including the requirement to submit any request for redemption in connection with the Business Combination on or before the date that is one business day before the Special Meeting of shareholders to vote on the Business Combination). If you do not approve of the Business Combination, you will retain your right to redeem your public shares upon consummation of the Business Combination in connection with the shareholder vote to approve the Business Combination, subject to any limitations set forth in the Amended Charter.
How do I attend the meeting?
The Special Meeting will be held at the offices of Data Knights Acquisition Corp. located at Unit G6, Frome Business Park, Manor Road, Frome, United Kingdom, BA11 4FN and via live webcast. If unable to attend in person, you will be able to attend the Special Meeting online, vote and submit your questionsAre Technical Difficulties during the Special Meeting by visiting https://www.Data Knights.com/Data Knights/2022. To accessMeeting?

Beginning 15 minutes prior to, and during, the special meeting, we will have technicians ready to assist you with any technical difficulties you may have accessing the virtual online Special Meeting, you will need your 12 digit control number to vote electronicallyspecial meeting or voting at the Special Meeting. The accompanying proxy statement (the “Proxy Statement”), is dated [      ], 2022, and is first being mailed to shareholders of the Company on or about [          ], 2022.

special meeting. If you do not have your control number, contact Continental Stock Transfer & Trust Company atencounter any difficulties accessing the phone numbervirtual special meeting during the check-in or e-mail address below. Beneficial investors who hold shares through a bank, brokermeeting time, please call 844-_______ (US) or other intermediary, will need to contact them and obtain a legal proxy. Once you have your legal proxy, contact Continental Stock Transfer & Trust Company to have a control number generated. Continental Stock Transfer & Trust Company contact information is as follows: 917-262-2373, or email proxy@continentalstock.com.
Shareholders will also have the option to listen to the Special Meeting by telephone by calling:

_________ (international).

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•
Within the U.S. and Canada: +1 800-450-7155 (toll-free)
​
•
Outside

Only stockholders of the U.S. and Canada: +1 857-999-9155 (standard rates apply)

​
The passcode for telephone access: 0396969#. You will not be able to vote or submit questions unless you register for and log in to the Special Meeting webcast as described herein.
How do I change or revoke my vote?
You may change your vote by e-mailing a later-dated, signed proxy card to [      ] so that it is received by us prior to the Special Meeting or by attending the Special Meeting online and voting. You also may revoke your proxy by sending a notice of revocation to us, which must be received by us prior to the Special Meeting.
Please note, however, that if on the record date your shares were held, not in your name, but rather in an account at a brokerage firm, custodian bank, or other nominee, then you are the beneficial owner of shares held in “street name” and these proxy materials are being forwarded to you by that organization. If your shares are held in street name, and you wish to attend the Special Meeting and vote at the Special Meeting online, you must bring to the Special Meeting a legal proxy from the broker, bank or other nominee holding your shares, confirming your beneficial ownership of the shares and giving you the right to vote your shares.
How are votes counted?
Votes will be counted by the inspector of election appointed for the Special Meeting, who will separately count “FOR” and “AGAINST” votes, abstentions and broker non-votes. The Extension Amendment Proposal and the Trust Amendment Proposal must be approved by the affirmative vote of the holders of at least 65% of the then issued and outstanding shares of common stock of the Company.
Accordingly, a Company shareholder’s failure to vote by proxy or to vote in person at the Special Meeting means that such shareholder’s shares will not count towards the quorum requirement for the Special Meeting and will not be voted. An abstention or broker non-vote will be counted towards the quorum requirement but will not count as a vote cast at the Special Meeting.
The approval of the Adjournment Proposal requires the affirmative vote of holders of a majority of the shares represented in person or by proxy and entitled to vote thereon at the Special Meeting. Accordingly, a Company shareholder’s failure to vote by proxy or to vote in person at the Special Meeting will not be counted towards the number of shares required to validly establish a quorum, and if a valid quorum is otherwise established, it will have no effect on the outcome of any vote on the Adjournment Proposal. An abstention or broker non-vote will be counted towards the quorum requirement but will not count as a vote cast at the Special Meeting.
If my shares are held in “street name,” will my broker automatically vote them
for me?
No. Under the rules of various national and regional securities exchanges, your broker, bank, or nominee cannot vote your shares with respect to non-discretionary matters unless you provide instructions on how to vote in accordance with the information and

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procedures provided to you by your broker, bank, or nominee. We believe all the proposals presented to the shareholders will be considered non-discretionary and therefore your broker, bank, or nominee cannot vote your shares without your instruction. Your bank, broker, or other nominee can vote your shares only if you provide instructions on how to vote. You should instruct your broker to vote your shares in accordance with directions you provide. If your shares are held by your broker as your nominee, which we refer to as being held in “street name,” you may need to obtain a proxy form from the institution that holds your shares and follow the instructions included on that form regarding how to instruct your broker to vote your shares.
What is a quorum requirement?
A quorum of our shareholders is necessary to hold a valid Special Meeting. A quorum will be present at the Special Meeting if the holders of a majority of the issued and outstanding shares entitled to vote at the Special Meeting are represented in person or by proxy. As of the record date for the Special Meeting, the holders of at least 7,480,138 shares would be required to achieve a quorum.
Your shares will be counted towards the quorum if you appear in person or if you submit a valid proxy (or one is submitted on your behalf by your broker, bank or other nominee) or if you vote online at the Special Meeting. Abstentions will be counted towards the quorum requirement. In the absence of a quorum, the chairman of the meeting has power to adjourn the Special Meeting. In the absence of a quorum, the chairman of the meeting has power to adjourn the Special Meeting.
Who can vote at the Special Meeting?
Only holders of record of our shares at the close of business on [      ], 2022 areMay 6, 2024 will be entitled to have their vote counted at the Special Meeting and any adjournments or postponements thereof. As of thespecial meeting. On this record date, 14,960,275there were _______ shares of our shares werecommon stock outstanding and entitled to vote.
Shareholder Our common stock is our only class of Record:   Shares Registered in Your Name. voting stock.

If on the record dateMay 6, 2024, your shares of our common stock were registered directly in your name with our transfer agent, Continental Stock Transfer & Trust Company, then you are a shareholderstockholder of record. As a shareholder of record, you may vote online at the Special Meeting or vote by proxy. Whether or not you plan to attend the Special Meeting online, we urge you to fill out and return the enclosed proxy card to ensure your vote is counted.

Beneficial Owner:   Shares Registered in the Name of a Broker or Bank.

If on the record dateMay 6, 2024, your shares were held, not in your name, but rather in an account at a brokerage firm, bank, dealer or other similar organization, then you are the beneficial owner of shares held in “street name” and thesethe proxy materials are being forwarded to you by that organization. The organization holding your account is considered to be the stockholder of record for purposes of voting at the special meeting. As a beneficial owner, you have the right to direct your broker or other agent onregarding how to vote the shares in your account. You are also invited to attend the Special Meeting.special meeting. However, since you are not the shareholderstockholder of record, you may not vote your shares online at the Special Meetingspecial meeting unless you request and obtain a valid proxy from your broker or other agent.


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Does the Data Knights Board recommend voting for the approval of the Extension Amendment Proposal, the Trust Amendment Proposal and the Adjournment Proposal?
Yes. After careful consideration of the terms and conditions of these proposals, the Data Knights Board has determined that the Extension Amendment, the Trust Amendment and, if presented, the Adjournment Proposal are in the best interests of the Company and its shareholders. The Data Knights Board recommends that our shareholders vote “FOR” the Extension Amendment Proposal, the Trust Amendment Proposal and the Adjournment Proposal.
What interests do the Company’s Sponsor, directors and officers have in the approval of the proposals?
Our Sponsor, directors and officers have interests in the proposals that may be different from, or in addition to, your interests as a shareholder. These interests include (i) ownership of 2,875,500 Founder Shares (purchased for $25,000) and 585,275 Private Placement Units (purchased for $5,852,750), and warrants that may become exercisable in the future, which would expire worthless if a business combination is not consummated; (ii) in the event any funds are loaned to fund working capital deficiencies or finance transaction costs in connection with any proposed business combination, loans by them, a portion of which may not be repaid in the event of our winding up; and (iii) the possibility of future compensatory arrangements. See the section entitled “The Special Meeting — Interests of our Sponsor, Directors and Officers.”
Do I have appraisal rights if I object to the Extension Amendment Proposal and/or the Trust Amendment Proposal?
Our shareholdersYou do not have appraisal rights in connection with the Extension Amendment Proposal and/or the Trust Amendment Proposal under the DGCL.
What do I need to do now?
We urge you to read carefully and consider the information contained in this Proxy Statement, including the annexes, and to consider how the proposals will affect you as our shareholder. You should then vote as soon as possible in accordance with the instructions provided in this Proxy Statement and on the enclosed proxy card.
How do I vote?
If you are a holder of record of our shares, you may vote in person at the Special Meeting at the offices of Data Knights Acquisition Corp. located at Unit G6, Frome Business Park, Manor Road, Frome, United Kingdom, BA11 4FN and via live webcast. If unable to attend in person, you will be able to attend the Special Meeting online, vote and submit your questions during the Special Meeting by visiting https://www.Data Knights.com/Data Knights/2022.
To access the virtual online Special Meeting, you will need your 12 digit control numberspecial meeting to vote electronicallyyour shares. Shares represented by valid proxies, received in time for the special meeting and not revoked prior to the special meeting, will be voted at the Special Meeting. Whetherspecial meeting. For instructions on how to change or notrevoke your proxy, see “May I Change or Revoke My Proxy?” below.

How Many Votes Do I Have?

Each share of our common stock that you own entitles you to one vote.

3

How Do I Vote?

Whether you plan to attend the Special Meeting online,special meeting or not, we urge you to vote by proxy to ensureproxy. All shares represented by valid proxies that we receive through this solicitation, and that are not revoked, will be voted in accordance with your vote is counted. You may submit your proxy by completing, signing, dating and returninginstructions on the enclosed proxy card or as instructed via the Internet or telephone. If you properly submit a proxy without giving specific voting instructions, your shares will be voted in the accompanying pre-addressed postage


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paid envelope. You may stillaccordance with our Board’s recommendations as noted below. Voting by proxy will not affect your right to attend the Special Meeting and vote online ifspecial meeting.

Record Holders

If your shares are registered directly in your name through our stock transfer agent, Continental Stock Transfer & Trust Company, or you have already voted by proxy.

stock certificates registered in your name, you may vote:

¨By Internet or by telephone. Follow the instructions included in the proxy card to vote over the Internet or by telephone.
¨By mail. If you received a proxy card by mail, you can vote by mail by completing, signing and returning the proxy card as instructed on the card. If you sign the proxy card but do not specify how you want your shares voted, they will be voted in accordance with our Board’s recommendations as noted below.
¨

At the time of the virtual special meeting. If you attend the virtual special meeting, you may vote your shares online at the time of the meeting.

Telephone and Internet voting facilities for stockholders of record will be available 24 hours a day and will close at 11:59 p.m. Eastern Time on June 3, 2024.

Beneficial Owners

If your shares are held in “street name” by(held in the name of a bank, broker or other agent,holder of record), you havewill receive instructions from the rightholder of record. You must follow the instructions of the holder of record in order for your shares to directbe voted. Telephone and Internet voting may also be offered to stockholders owning shares through certain banks and brokers. If your shares are not registered in your own name and you plan to vote your shares in person at the special meeting, you should contact your broker or other agent on how to vote the shares in your account. You are also invited to attend the Special Meeting. However, if you are not the shareholder of record, you may not vote your shares online at the Special Meeting unless you request and obtain a validlegal proxy from your broker or other agent.

How do I redeem my shares of Class A common stock?
Each of our public shareholders who are not founders, officers or directors may submit an election that, if the Extension is implemented, such public shareholder elects to redeem all or a portion of such public shareholder’s public shares upon such approval at a per-share price, payable in cash, equalbroker’s proxy card and bring it to the aggregate amount then on deposit in the Trust Account, including interest (which interest shall be net of taxes payable), divided by the number of then issued and outstanding public shares. You will also be able to redeem your public shares in connection with any business combination, or if we have not consummated a business combination by the Extended Date.
In order to exercise your redemption rights, you must, prior to 5:00 p.m. Eastern time on [          ], 2022 (two business days before the Special Meeting) tender your shares physically or electronically and submit a request in writing that we redeem your public shares for cash to Continental Stock Transfer & Trust Company, our transfer agent, at the following address:
Continental Stock Transfer & Trust Company
1 State Street Plaza, 30th Floor
New York, New York 10004-1561
Attn: Mark Zimkind
E-mail: mzimkind@continentalstock.com
The redemption rights include the requirement that a holder must identify itself in writing as a beneficial holder and provide its legal name, phone number and address to Continental Stock Transfer & Trust Companyspecial meeting in order to validly redeem its shares.vote.

How Does Our Board Recommend that I Vote on the Proposal?

Our Board recommends that you vote as follows:

✔“FOR” the approval, for purposes of complying with Nasdaq Listing Rule 5635(d), of the issuance of shares of our common stock underlying the private placement of senior secured convertible notes and common stock purchase warrants issued by us pursuant to the terms of that certain securities purchase agreement, dated March 28, 2024 (the “Securities Purchase Agreement”), by and among OneMedNet Corporation and the investors named therein (collectively, the “Issuance Proposal”); and
✔“FOR” the election of the nominees for director.

If any other matter is presented at the annual meeting, your proxy provides that your shares will be voted by the proxy holder listed in the proxy in accordance with the proxy holder’s best judgment. At the time this proxy statement was first made available, we knew of no matters that needed to be acted on at the annual meeting, other than those discussed in this proxy statement.

4

May I Change or Revoke My Proxy?

If you previously gave us your proxy, or give us your proxy after receiving this proxy statement, you may change or revoke it at any time before the special meeting. You may change or revoke your proxy in any one of the following ways:

¨if you received a proxy card, by signing a new proxy card with a date later than your previously delivered proxy and submitting it as instructed above;
¨by re-voting by Internet or by telephone as instructed above;
¨by notifying OneMedNet’s Secretary in writing before the special meeting that you have revoked your proxy; or
¨by attending the virtual special meeting and voting your shares online at the meeting. Attending the special meeting virtually will not in and of itself revoke a previously submitted proxy.

Your most current vote, whether by proxy via telephone, Internet, proxy card, or virtually at the meeting, is the one that will be counted.

What should I do if I receive more than one set of votingReceive More Than One Proxy Card?
materials?

You may receive more than one setproxy card if you hold shares of voting materials, including multiple copiesour common stock in more than one account, which may be in registered form or held in street name. Please vote in the manner described above under “How Do I Vote?” for each account to ensure that all of this Proxy Statement and multiple proxy cards or voting instruction cards,your shares are voted.

Will My Shares be Voted if I Do Not Vote?

If your shares are registered in more than oneyour name or are registered in different accounts. For example, if you holdhave stock certificates, they will not be counted if you do not vote as described above under “How Do I Vote?” If your shares are held in more than one brokerage account,street name and you do not provide voting instructions to the bank, broker or other nominee that holds your shares as described above, the bank, broker or other nominee that holds your shares does not have the authority to vote your unvoted shares without receiving instructions from you. Therefore, we encourage you to provide voting instructions to your bank, broker or other nominee. This ensures your shares will be voted at the special meeting and in the manner you desire.

Therefore, we encourage you to provide voting instructions to your bank, broker or other nominee. This ensures your shares will be voted at the annual meeting and in the manner you desire. A “broker non-vote” will occur if your broker cannot vote your shares on a particular matter because it has not received instructions from you and does not have discretionary voting authority on that matter or because your broker chooses not to vote on a matter for which it does have discretionary voting authority.

What Vote is Required to Approve Each Proposal and How are Votes Counted?

Proposal 1: Issuance Proposal -- The affirmative vote of the holders of a majority of the total votes cast in person or by proxy at the special meeting is required to approve the Issuance Proposal. Abstentions will be treated as votes against this proposal. Brokerage firms do not have authority to vote customers’ unvoted shares held by the firms in street name on this proposal. Since no agenda items qualify for discretionary broker voting, there will not be any broker non-votes counted.

Proposal 2: Elect Directors -- The nominees for director who receive the most votes (also known as a separate voting instruction card for each brokerage account in which you hold shares. Please complete, sign, date and return each proxy card and voting instruction card that you receive in order to cast a“plurality” of the votes cast) will be elected. You may vote with respect toeither FOR all of the nominees, WITHHOLD your Company shares.vote from all of the nominees or WITHHOLD your vote from any one or more of the nominees. Votes that are withheld will not be included in the vote tally for the election of the directors. Brokerage firms do not have authority to vote customers’ unvoted shares held by the firms in street name for the election of the directors. As a result, any shares not voted by a customer will be treated as a broker non-vote. Such broker non-votes will have no effect on the results of this vote.

5

Who is paying for this proxy solicitation?Where Can I Find the Voting Results of the Special Meeting?

The preliminary voting results will be announced at the special meeting, and we will publish preliminary, or final results if available, in a Current Report on Form 8-K within four business days of the special meeting. If final results are unavailable at the time we file the Form 8-K, then we will file an amended report on Form 8-K to disclose the final voting results within four business days after the final voting results are known.

What Are the Costs of Soliciting these Proxies?

We will pay forall of the entire costcosts of soliciting these proxies. Our directors and employees may solicit proxies from our working capital. in person or by telephone, fax or email. We will pay these employees and directors no additional compensation for these services. We will ask banks, brokers and other institutions, nominees and fiduciaries to forward these proxy materials to their principals and to obtain authority to execute proxies. We will then reimburse them for their expenses.

We have engaged Laurel Hill Advisory Group, LLC to assist in the solicitation of proxies and provide related advice and informational support, for a services fee, plus customary disbursements, which are not expected to exceed $20,000 in total.

What Constitutes a Quorum for the Special Meeting. We have agreed to pay the Proxy Solicitor a fee of $11,500. We will also


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reimburse the Proxy Solicitor for reasonable out-of-pocket expenses and will indemnify the Proxy Solicitor and its affiliates against certain claims, liabilities, losses, damages and expenses. In addition to these mailed proxy materials, our directors and officers may also solicit proxies

The presence, in person by telephone or by other meansproxy, of communication. These parties will not be paidthe holders of one third of the voting power of all outstanding shares of our common stock entitled to vote at the special meeting is necessary to constitute a quorum at the special meeting. Votes and abstentions of stockholders of record who are present at the special meeting in person or by proxy are counted for purposes of determining whether a quorum exists.

Who should I contact if I have any additional compensation for soliciting proxies. We may also reimburse brokerage firms, banks and other agents for the cost of forwarding proxy materialsquestions about how to beneficial owners. While the payment of these expenses will reduce the cash available to us to consummate an initial business combination if the Extension is approved, we do not expect such payments to have a material effect on our ability to consummate an initial business combination.

Who can help answer my questions?vote?

If you have any questions about the proposals or ifhow to vote your shares, you need additional copies of the Proxy Statement or the enclosed proxy card you shouldmay contact our proxy solicitor by calling 855-414-2266at:

Laurel Hill Advisory Group, LLC

2 Robbins Lane, Suite 201, Jericho, NY 11753

Telephone: (855) 414-2266 or send an emailEmail: onemednet@laurelhill.com

Attending the Special Meeting

The special meeting will be reconvened in a virtual meeting format only. To attend the virtual special meeting, go to Data Knights@LaurelHill.com.

www._____________ shortly before the meeting time, and follow the instructions for downloading the Webcast. If you have questions regardingmiss the certification of your position or delivery of your shares, please contact:
Continental Stock Transfer & Trust Company
1 State Street, 30th Floor
New York, New York 10004-1561
Attention: Mark Zimkind
E-mail: mzimkind@continentalstock.com
You may also obtain additional information about the Company from documents filed with the SEC by following the instructions in the section entitled “Where You Can Find More Information.”

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FORWARD-LOOKING STATEMENTS
Somespecial meeting, you can view a replay of the statements contained in this proxy statement constitute forward-looking statements within the meaning of the federal securities laws. Forward-looking statements relate to expectations, beliefs, projections, future plans and strategies, anticipated events or trends and similar expressions concerning matters that are not historical facts. Forward-looking statements reflect our current views with respect to, among other things, the pending Business Combination, our capital resources and results of operations. Likewise, our financial statements and all of our statements regarding market conditions and results of operations are forward-looking statements. In some cases, you can identify these forward-looking statements by the use of terminology such as “outlook,” “believes,” “expects,” “potential,” “continues,” “may,” “will,” “should,” “could,” “seeks,” “approximately,” “predicts,” “intends,” “plans,” “estimates,” “anticipates” or the negative version of these words or other comparable words or phrases.
While forward-looking statements reflect our good faith beliefs, they are not guarantees of future performance. We disclaim any obligation to publicly update or revise any forward-looking statement to reflect changes in underlying assumptions or factors, new information, data or methods, future events or other changes afterWebcast at www._____________ until one year from the date of this proxy statement, except as required by applicable law. The forward-looking statements contained in this proxy statement reflect our current views about future events and are subject to numerous known and unknown risks, uncertainties, assumptions and changes in circumstances that may cause its actual results to differ significantly from those expressed in any forward-looking statement. We dothe meeting. You need not guarantee thatattend the transactions and events described will happen as described (or that they will happen at all).
The following factors, among others, could cause actual results and future events to differ materially from those set forth or contemplated in the forward-looking statements:
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our ability to effect the Extension Amendment Proposal and the Trust Amendment Proposal;
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our ability to finance or consummate a business combination, including the proposed business combination with OneMedNet;
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our ability to complete our initial business combination;
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the anticipated benefits of our initial business combination;
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the volatility of the market price and liquidity of our securities;
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the use of funds not held in the Trust Account;
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unanticipated delays in the distribution of the funds from the Trust Account;
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our financial performance;
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our executive officers and directors allocating their time to other businesses and potentially having conflicts of interest with our business or in approving a business combination, as a result of which they would then receive expense reimbursements or other benefits;
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claims by third parties against the Trust Account; or
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the competitive environment in which our successor will operate following our initial business combination.
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You should carefully consider these risks, in addition to the risk factors set forth in the section entitled “Risk Factors” in our other filings with the SEC, including the final prospectus on Form 424(b)(4) filed with the SEC related to the IPO dated May 6, 2021 (File No. 333- 254029), the Company’s Annual Report on Form 10-K for the fiscal year ended December 31, 2021 filed on April 1, 2022 and the Company’s Form 10-Qs for quarter ended March 31, 2022 filed on May 16, 2022 and June 30, 2022 filed on August 15, 2022. You should not place undue reliance on any forward-looking statements, which are based only on information currently available to us (or to third parties making the forward-looking statements). The documents we file with the SEC, including those referred to above, discuss some of the risks that could cause actual results to differ from those contained or implied in the forward-looking statements. See “Where You Can Find More Information” for additional information about our filings.

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RISK FACTORS
You should consider carefully all of the risks described in our Annual Report on Form 10-K filed with the SEC on April 1, 2022, our Quarterly Reports on Form 10-Q filed with the SEC on May 16, 2022 and August 15, 2022, and in the other reports we file with the SEC before making a decision to invest in our securities. Furthermore, if any of the following events occur, our business, financial condition and operating results may be materially adversely affected or we could face liquidation. In that event, the trading price of our securities could decline, and you could lose all or part of your investment. The risks and uncertainties described in the aforementioned filings and below are not the only ones we face. Additional risks and uncertainties that we are unaware of, or that we currently believe are not material, may also become important factors that adversely affect our business, financial condition and operating results or result in our liquidation.
There are no assurances that the Extension will enable us to complete a business combination.
Approving the Extension involves a number of risks. Even if the Extension is approved, the Company can provide no assurances that our initial business combination will be consummated prior to the Extended Date. Our ability to consummate any business combination is dependent on a variety of factors, many of which are beyond our control. If the Extension is approved, the Company expects to seek shareholder approval of our initial business combination with OneMedNet following the SEC declaring the Registration Statement effective, which includes our preliminary proxy statement/prospectus for our initial business combination. The Registration Statement has not been declared effective by the SEC, and the Company cannot complete the Business Combination unless the Registration Statement is declared effective. As of the date of this Proxy Statement, the Company cannot estimate when, or if, the SEC will declare the Registration Statement effective.
We are required to offer shareholders the opportunity to redeem shares in connection with the Extension Amendment, and we will be required to offer shareholders redemption rights again in connection with any shareholder vote to approve the Business Combination. Even if the Extension or the Business Combination are approved by our shareholders, it is possible that redemptions will leave us with insufficient cash to consummate the Business Combination on commercially acceptable terms, or at all.
Furthermore, under the terms of the Merger Agreement, the Company is required to seek to enter into and consummate subscription agreements with investors relating to a private equity investment and/or backstop arrangements in connection with the transactions (the “PIPE Investment”) contemplated under the proposed Business combination. However, a PIPE Investment is not a condition of closing the Business Combination and thus there is no assurance that a PIPE Investment will occur. Moreover, there is no assurance after any redemptions occur, the Company will be left with sufficient cash to consummate our initial business combination on commercially acceptable terms, or at all.
The fact that we will have separate redemption periods in connection with the Extension and the Business Combination vote could exacerbate these risks. Other than in connection with a redemption offer or liquidation, our shareholders may be unable to recover their investment except through sales of our shares on the open market. The price of our shares may be volatile, and there can be no assurance that shareholders will be able to dispose of our shares at favorable prices, or at all.
Regulatory delays could cause us to be unable to consummate the Business Combination.
We are not aware of any material regulatory approvals or actions that are required for completion of the Business Combination besides the SEC of the Company’s Registration Statement. It is presently contemplated that if any such additional regulatory approvals or actions are required, those approvals or actions will be sought. There can be no assurance, however, that any additional approvals or actions will be obtained.
Because we have only a limited time to complete our initial business combination, even if we are able to effect the Extension, our failure to obtain any required regulatory approvals in connection with the Business Combination or to resolve the above-mentioned investigations within the requisite time period may require us to liquidate. If we liquidate, our public shareholders may only receive $10.[      ] per share, and

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our warrants will expire worthless. This will also cause you to lose any potential investment opportunity in a target company and the chance of realizing future gains on your investment through any price appreciation in the combined company.
The SEC issued proposed rules to regulate special purpose acquisition companies that, if adopted, may increase our costs and the time needed to complete our initial business combination.
With respect to the regulation of special purpose acquisition companies like the Company (“SPACs”), on March 30, 2022, the SEC issued proposed rules (the “SPAC Rule Proposals”) relating to, among other items, disclosures in business combination transactions involving SPACs and private operating companies; the condensed financial statement requirements applicable to transactions involving shell companies; the use of projections by SPACs in SEC filings in connection with proposed business combination transactions; the potential liability of certain participants in proposed business combination transactions; and to the extent to which SPACs could become subject to regulation under the Investment Company Act of 1940, as amended (the “Investment Company Act”), including a proposed rule that would provide SPACs a safe harbor from treatment as an investment company if they satisfy certain conditions that limit a SPAC’s duration, asset composition, business purpose and activities. These rules, if adopted, whether in the form proposed or in a revised form, may increase the costs of and the time needed to negotiate and complete an initial business combination, and may constrain the circumstances under which we could complete an initial business combination.
If we are deemed to be an investment company for purposes of the Investment Company Act, we would be required to institute burdensome compliance requirements and our activities would be severely restricted. As a result, in such circumstances, unless we are able to modify our activities so that we would not be deemed an investment company, we would expect to abandon our efforts to complete an initial business combination and instead to liquidate the Company.
As described further above, the SPAC Rule Proposals relate, among other matters, to the circumstances in which SPACs such as the Company could potentially be subject to the Investment Company Act and the regulations thereunder. The SPAC Rule Proposals would provide a safe harbor for such companies from the definition of “investment company” under Section 3(a)(1)(A) of the Investment Company Act, provided that a SPAC satisfies certain criteria, including a limited time period to announce and complete a de-SPAC transaction. Specifically, to comply with the safe harbor, the SPAC Rule Proposals would require a company to file a report on Form 8-K announcing that it has entered into an agreement with a target company for a business combination no later than 18 months after the effective date of its registration statement for its initial public offering (the “IPO Registration Statement”). The company would then be required to complete its initial business combination no later than 24 months after the effective date of the IPO Registration Statement.
Because the SPAC Rule Proposals have not yet been adopted, there is currently uncertainty concerning the applicability of the Investment Company Act to a SPAC, including a company like ours, that may not complete its business combination within 12 months after the effective date of the IPO Registration Statement. As a result, it is possible that a claim could be made that we have been operating as an unregistered investment company.
If we are deemed to be an investment company under the Investment Company Act, our activities would be severely restricted. In addition, we would be subject to burdensome compliance requirements. We do not believe that our principal activities will subject us to regulation as an investment company under the Investment Company Act. However, if we are deemed to be an investment company and subject to compliance with and regulation under the Investment Company Act, we would be subject to additional regulatory burdens and expenses for which we have not allotted funds. As a result, unless we are able to modify our activities so that we would not be deemed an investment company, we would expect to abandon our efforts to complete an initial business combination and instead to liquidate the Company.

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To mitigate the risk that we might be deemed to be an investment company for purposes of the Investment Company Act, we may, at any time, instruct the trustee to liquidate the securities held in the Trust Account and instead to hold the funds in the Trust Account in cash until the earlier of the consummation of our initial business combination or our liquidation. As a result, following the liquidation of securities in the Trust Account, we would likely receive minimal interest, if any, on the funds held in the Trust Account, which would reduce the dollar amount our public shareholders would receive upon any redemption or liquidation of the Company.
The funds in the Trust Account have, since our initial public offering, been held only in U.S. government treasury obligations with a maturity of 185 days or less or in money market funds investing solely in U.S. government treasury obligations and meeting certain conditions under Rule 2a-7 under the Investment Company Act. However, to mitigate the risk of us being deemed to be an unregistered investment company (including under the subjective test of Section 3(a)(1)(A) of the Investment Company Act) and thus subject to regulation under the Investment Company Act, we may, at any time, and we expect that we will, on or prior to the 24-month anniversary of the effective date of the IPO Registration Statement, instruct Continental Stock Transfer & Trust Company, the trustee with respect to the Trust Account, to liquidate the U.S. government treasury obligations or money market funds held in the Trust Account and thereafter to hold all funds in the Trust Account in cash until the earlier of consummation of our initial business combination or liquidation of the Company. Following such liquidation, we would likely receive minimal interest, if any, on the funds held in the Trust Account. However, interest previously earned on the funds held in the Trust Account still may be released to us to pay our taxes, if any, and certain other expenses as permitted. As a result, any decision to liquidate the securities held in the Trust Account and thereafter to hold all funds in the Trust Account in cash would reduce the dollar amount our public shareholders would receive upon any redemption or liquidation of the Company.
In addition, even prior to the 24-month anniversary of the effective date of the IPO Registration Statement, we may be deemed to be an investment company. The longer that the funds in the Trust Account are held in short-term U.S. government treasury obligations or in money market funds invested exclusively in such securities, even prior to the 24-month anniversary, the greater the risk that we may be considered an unregistered investment company, in which case we may be required to liquidate the Company. Accordingly, we may determine, in our discretion, to liquidate the securities held in the Trust Account at any time, even prior to the 24-month anniversary, and instead hold all funds in the Trust Account in cash, which would further reduce the dollar amount our public shareholders would receive upon any redemption or liquidation of the Company, which is consistent with the Extended Date sought hereunder to August 11, 2023 by up to nine one-month extension elections, as specifically provided herein.
Since the Sponsor and our directors and officers will lose their entire investment in the Company if an initial business combination is not completed, they may have a conflict of interest in the approval of the proposals at the Special Meeting.
There will be no distribution from the Trust Account with respect to the Company’s Founder Shares or Private Placement Units or their respective underlying warrants, which will expire worthless in the event of our winding up. In the event of a liquidation, our Sponsor will not receive any monies held in the Trust Account as a result of its ownership of 2,875,000 Founder Shares that were issued to the Sponsor prior to our IPO and 585,275 Private Placement Units that were purchased by the Sponsor in a private placement which occurred simultaneously with the completion of our IPO. Specifically, our Chairman and Chief Executive Officer and our Chief Financial Officer each own 15,000 Founder Shares, and our three independent directors each owns 5,000 Founder Shares. In addition, our Chief Executive Officer and Chief Financial Officer are deemed to be beneficial owners of shares held by the Sponsor. Such persons have waived their rights to liquidating distributions from the Trust Account with respect to these securities, and all of such investments would expire worthless if an initial business combination is not consummated. Additionally, such persons can earn a positive rate of return after an initial business combination, even if other holders of our shares experience a negative rate of return, due to having initially purchased the Founder Shares for an aggregate of $25,000. The personal and financial interests of our Sponsor, directors and officers may have influenced their motivation in identifying and selecting OneMedNet for its target business combination and consummating the Business Combination in order to close the Business Combination and therefore may have interests different from,vote.

Householding of Disclosure Documents

Some brokers or in addition to, your interests as a shareholder in connection with the proposals at the Special Meeting.


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The success of the Business Combination depends in part on OneMedNet’s ability to effectively implement its sales, marketing and service plans and to grow its sales year over year.
While OneMedNet believes there will be sufficient demand for its services, its historical revenue in absolute dollars is extremely low and its success will depend in part on its ability to maintain its recent relatively high growth rate in future years and garner market acceptance of its services. OneMedNet’s top two customers represented 28% of its revenue in 2021, and its future revenue growth anticipates additional revenue from these and newly acquired customers, as well as the acquisition of additional customers. This rapid growth will pose management challenges for its newly expanded executive team, including the need to attract and retain service development, sales and marketing and administrative talent. OneMedNet has experienced significant recurring operating losses and negative cash flows from operating activities since its inception. If is not able to address markets for its products successfully, OneMedNet may not be able to grow its business, compete effectively or achieve profitability. Should OneMedNet’s customers cease purchasing from it, and if it is unable to replace these customers with new customers in a timely manner, its financial performanceother nominee record holders may be adversely affected.
The completion of the Business Combination is subject tosending you a number of important conditions, and the Merger Agreement may be terminated before the completion of the Business Combination in accordance with its terms. As a result, there is no assurance that the Business Combination will be completed.
The completion of the Business Combination is subject to the satisfaction or waiver, as applicable, of a number of important conditionssingle set forth in the Merger Agreement, including the approval of the Business Combination by the Data Knights shareholders, the approval of the listing of the combined entity’s shares on Nasdaq, and several other customary closing conditions. If these conditions are not satisfied or, if the Merger Agreement is otherwise terminated by either party, we are unlikely to find another target for a business combination before the Effective Date.
We have incurred and expects to incur significant costs associated with the Business Combination. Whether or not the Business Combination is completed, the incurrence of these costs will reduce the amount of cash available to be used for other corporate purposes by us if the Business Combination is not completed.
We and OneMedNet expect to incur significant transaction and transition costs associated with the Business Combination and operating as a public company following the closing of the Business Combination. We and OneMedNet may also incur additional costs to retain key employees. Certain transaction expenses incurred in connection with the Merger Agreement, including all legal, accounting, consulting, investment banking and other fees, expenses and costs, will be paid by the combined company following the closing of the Business Combination. Even if the Business Combination is not completed, we expect to incur approximately $3.3 million in expenses in aggregate. These expenses will reduce the amount of cash available to be used for other corporate purposes by us if the Business Combination is not completed.
BACKGROUND
Data Knights Acquisition Corp.
We are a blank check company formed under the DGCL on February 8, 2021, for the purpose of effecting a merger, capital stock exchange, asset acquisition, stock purchase, reorganization or similar business combination with one or more businesses.
There are currently 12,085,275 shares of the Class A common stock and 2,875,000 shares of the Class B common stock issued and outstanding along with an aggregate of 11,500,000 warrants (exercisable to purchase an aggregate of 11,500,000 shares of the Class A common stock) underlying the units sold in our IPO and 585,275 warrants as part of our Private Placement Units issued to our Sponsorproxy materials if multiple OneMedNet stockholders live in a private placement simultaneously with the consummation of our IPO. Each whole warrant entitles its holder to purchase one whole share of Class A common stock at an exercise price of $11.50 per share. The warrants will become exercisable until the later of 30 days after the completion of our initial business combination and 12 months from the closing of our IPO and expire five years after the completion of our initial business combination or earlier upon redemption or liquidation. We have the ability to redeem outstanding warrants at any time after they become exercisable and prior to their expiration, at a price of $0.01 per warrant,

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provided that the reported last sale price of shares of the Class A common stock equals or exceeds $18.00 per share (as adjusted for stock splits, stock dividends, reorganizations, recapitalizations and the like) for any 20 trading days within a 30 trading-day period commencing once the warrants become exercisable and ending on the third trading day prior to the date onyour household. This practice, which we give proper notice of such redemption and provided certain other conditions are met.
The Founder Shares carry voting rights in connection with the Extension Amendment Proposal, the Trust Amendment Proposal and the Adjournment Proposal, and we havehas been informed by our Sponsor and directors, which hold all 2,875,000 founder shares in the aggregate, that they intend to vote in favor of the Extension Amendment Proposal, the Trust Amendment Proposal and the Adjournment Proposal.
A total of $117,300,000 comprised of the proceeds from our IPO and a portion of the proceeds from the simultaneous sale of the Private Placement Units were placed in our Trust Account in the United States maintained by Continental Stock Transfer & Trust Company, acting as trustee, invested in U.S. “government securities,” within the meaning of Section 2(a)(16) of the Investment Company Act, with a maturity of 185 days or less or in any open ended investment company that holds itself out as a money market fund selected by us meeting the conditions of Rule 2a-7 of the Investment Company Act, until the earlier of: (i) the consummation of a business combination or (ii) the distribution of the proceeds in the Trust Account as described below.
Approximately $[118,700,000] was held in the Trust Account as of the record date of the Special Meeting. The mailing address of the Company’s principal executive office is Unit G6, Frome Business Park, Manor Road, Frome, United Kingdom, BA11 4FN.
OneMedNet Business Combination
As previously announced, we entered into the Merger Agreement on April 25, 2022 with OneMedNet and the other parties thereto. Pursuant to the Merger Agreement, the parties agreed, subject to the terms and conditions of the Merger Agreement, to effect the Business Combination. For more information about the Business Combination, see our Current Report on Form 8-K filed with the SEC on April 25, 2022 and our Form S-4 filed on July 22, 2022, relating to the Business Combination (the “Registration Statement”), as amended on September 30, 2022, as may be further amended.
The Data Knights Board believes it will not be able to effect the Business Combination by November 11, 2022. The Extension Amendment Proposal and the Trust Amendment Proposal are essential to allowing us more time to obtain approval for any proposed business combination at a Special Meeting of its shareholders and consummate any proposed business combination prior to the Extended Date. Approval of the Extension Amendment Proposal and the Trust Amendment Proposal are conditions is a condition to the implementation of the Extension Amendment. The Data Knights Board believes that, given the Company’s expenditure of time, effort and money on a proposed business combination, circumstances warrant providing public shareholders an opportunity to effect the Business Combination. Without the Extension, the Data Knights Board believes that there is significant risk that we might not, despite our best efforts, be able to complete the Business Combination on or before November 11, 2022. If that were to occur, we would be precluded from completing the Business Combination and would be forced to liquidate even if our shareholders are otherwise in favor of consummating the Business Combination.
You are not being asked to vote on any proposed business combination or any other business combination at this time. If the Extension is implemented and you do not elect to redeem your public shares, you will retain the right to vote on any proposed business combination if and when it is submitted to shareholders and the right to redeem your public shares for a pro rata portion of the Trust Account in the event such business combination is approved and completed or if we have not consummated a business combination by the Extended Date.

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THE EXTENSION AMENDMENT PROPOSAL
The Extension Amendment Proposal
We are proposing to amend the Amended Charter to extend the date by which the Company has to consummate an initial business combination to the Extended Date. The Extension Amendment Proposal is required for the implementation of the Data Knights Board’s plan to allow the Company more time to complete the Business Combination.
If the Extension Amendment Proposal is not approved and we have not consummated the Business Combination by November 11, 2022, we will (i) cease all operations except for the purpose of winding up, (ii) as promptly as reasonably possible but not more than ten business days thereafter subject to lawfully available funds therefor, redeem 100% of the shares of the Class A common stock in consideration of a per-share price, payable in cash, equal to the quotient obtained by dividing (A) the aggregate amount then on deposit in the Trust Account, including interest (net of taxes payable, less up to $100,000 of such net interest to pay dissolution expenses), by (B) the total number of then outstanding shares of the Class A common stock, which redemption will completely extinguish rights of public shareholders (including the right to receive further liquidating distributions, if any), subject to applicable law, and (iii) as promptly as reasonably possible following such redemption, subject to the approval of the remaining shareholders and the Data Knights Board in accordance with applicable law, dissolve and liquidate, subject in each case to the Company’s obligations under the DGCL to provide for claims of creditors and other requirements of applicable law.
The Data Knights Board believes that given our expenditure of time, effort and money on the Business Combination, circumstances warrant providing public shareholders an opportunity to consider the Business Combination and that it is in the best interests of our shareholders that we obtain the Extension Amendment. The Data Knights Board believes that the Business Combination will provide significant benefits to our shareholders. For more information about the Business Combination, see Company’s Current Report on Form 8-K filed with the U.S. Securities and Exchange Commission (the “SEC”) on April 25, 2022 and our Form S-4 filed on July 22, 2022, relating to the Business Combination (the “Registration Statement”“SEC”), as amended on September 30, 2022, as may be further amended.
A copy of the proposed amendment to the Amended Charter of the Company is attached to this Proxy Statement in Annex A.
Vote Needed to Approve the Extension Amendment Proposal
The Amended Charter and the Company’s IPO prospectus provide that the affirmative vote of the holders of at least 65% of the votes entitled to be cast by the holders of the issued and outstanding Company’s shares, including the Founder Shares and the shares of the Class A common stock underlying the Private Placement Units, is required to extend our corporate existence, except in connection with, and effective upon, consummation of a business combination. Additionally, the Amended Charter and our IPO prospectus provide for all public shareholders to have an opportunity to redeem their public shares in the case our corporate existence is extended as described above. Because we continue to believe that a business combination would be in the best interests of our shareholders, and because we will not be able to conclude a business combination within the permitted time period, the Data Knights Board has determined to seek shareholder approval to extend the date by which we have to complete a business combination beyond November 11, 2022 to the Extended Date. We intend to hold another shareholder meeting prior to the Extended Date in order to seek shareholder approval of the Business Combination.
Full Text of the Resolution to be Approved
“RESOLVED, that subject to and conditional upon the trust account, which is governed by the investment management trust agreement entered into between the Company and Continental Stock Transfer & Trust Company on May 11, 2021, having net tangible assets of at least US$5,000,001 as at the date of this resolution, the third amended and restated certificate of incorporation, a copy of which is attached to the accompanying proxy statement as Annex A, be and are hereby adopted as the certificate of incorporation of the Company in substitution for the Company’s existing certificate of incorporation”

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Reasons for the Redemption Rights Associated with the Extension Amendment Proposal
The Amended Charter provides that if our shareholders approve an amendment to the Amended Charter (i) to modify the substance or timing of our obligation to redeem 100% of our public shares if we do not complete a business combination before November 11, 2022, or (ii) with respect to any other provision relating to shareholders’ rights or pre-business combination activity, we will provide our public shareholders with the opportunity to redeem all or a portion of their shares upon such approval at a per-share price, payable in cash, equal to the aggregate amount then on deposit in the Trust Account, including interest (which interest shall be net of taxes payable), divided by the number of then issued and outstanding public shares. We believe that this provision of the Amended Charter was included to protect our public shareholderscalled “householding.” Once you receive notice from having to sustain their investments for an unreasonably long period if we failed to find a suitable business combination in the timeframe contemplated by the Amended Charter and discussed in the prospectus associated with our IPO.
Reasons for the Extension Amendment Proposal
The Amended Charter provides that the Company has until November 11, 2022 to complete the purposes of the Company including, but not limited to, effecting a business combination under its terms unless extended as specifically provided in the Amended Charter. The purpose of the Extension Amendment is to allow the Company more time to complete its initial business combination. As previously announced, we entered into the Merger Agreement with OneMedNet and the other parties thereto on April 25, 2022. Pursuant to the Merger Agreement, the parties agreed, subject to the terms and conditions of the Merger Agreement, to effect the Business Combination.
While we are using our best efforts to complete the Business Combination as soon as practicable, the Data Knights Board believes that there will not be sufficient time before the Termination Date to complete the Business Combination. Accordingly, the Data Knights Board believes that in order to be able to consummate the Business Combination, we will need to obtain the Extension Amendment. Without the Extension, the Data Knights Board believes that there is significant risk that we might not, despite our best efforts, be able to complete the Business Combination on or before November 11, 2022.
If the Extension is approved and implemented, subject to satisfaction of the conditions to closing in the Merger Agreement (including, without limitation, receipt of shareholder approval of the Business Combination), we intend to complete the Business Combination as soon as possible and in any event on or before the Extended Date.
If the Extension Amendment Proposal is Not Approved
If the Extension Amendment Proposal is not approved and we have not consummated the Business Combination by November 11, 2022, we will (i) cease all operations except for the purpose of winding up, (ii) as promptly as reasonably possible but not more than ten business days thereafter subject to lawfully available funds therefor, redeem 100% of the public shares in consideration of a per-share price, payable in cash, equal to the quotient obtained by dividing (A) the aggregate amount then on deposit in the Trust Account, including interest (net of taxes payable, less up to $100,000 of such net interest to pay dissolution expenses), by (B) the total number of then outstanding public shares, which redemption will completely extinguish rights of public shareholders (including the right to receive further liquidating distributions, if any), subject to applicable law, and (iii) as promptly as reasonably possible following such redemption, subject to the approval of the remaining shareholders and the Data Knights Board in accordance with applicable law, dissolve and liquidate, subject in each case to the Company’s obligations under the DGCL to provide for claims of creditors and other requirements of applicable law.
There will be no distribution from the Trust Account with respect to the Company’s warrants which will expire worthless in the event we wind up. In the event of a liquidation, our Sponsor and directors and officers will not receive any monies held in the Trust Account as a result of their ownership of the Founder Shares or the Private Placement Units.
If the Extension Amendment Proposal Is Approved
Upon approval of the Extension Amendment Proposal by the requisite number of votes, the amendments to the Amended Charter that are set forth in Annex A hereto to extend the time it has to

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complete a business combination until the Extended Date will become effective. The Company will remain a reporting company under the Exchange Act and its units, Class A common stock and public warrants will remain publicly traded. The Company will then continue to work to consummate the Business Combination by the Extended Date.
If the Extension Amendment Proposal is approved, and the Extension is implemented, the removal of the Withdrawal Amount from the Trust Account in connection with redemptions associated with the Election will reduce the amount held in the Trust Account. The Company cannot predict the amount that will remain in the Trust Account if the Extension Amendment Proposal is approved, and the amount remaining in the Trust Account may be only a small fraction of the approximately $[118,700,000] held in the Trust Account as of the record date. We will not proceed with the Extension if redemptions or repurchases of our public shares cause us to have less than $5,000,001 of net tangible assets following approval of the Extension Amendment Proposal. We cannot assure you that the per share distribution from the Trust Account, if we liquidate, will not be less than $10.00 due to unforeseen claims of creditors. There will be no redemption rights or liquidating distributions with respect to our warrants, which will expire worthless in the event of our winding up. In the event of a liquidation, our Sponsor, the sole holder of our founder shares, will not receive any monies held in the Trust Account as a result of its ownership of the founder shares.
If the Extension Amendment Proposal is approved but we do not consummate a business combination by the Extended Date, unless further extended, we will (i) cease all operations except for the purpose of winding up; (ii) as promptly as reasonably possible but not more than ten business days thereafter, redeem the public shares, at a per-share price, payable in cash, equal to the aggregate amount then on deposit in the Trust Account, including interest (less up to $100,000 of interest to pay dissolution expenses, and which interest shall be net of taxes payable), divided by the number of then issued and outstanding public shares, which redemption will completely extinguish public shareholders’ rights as shareholders (including the right to receive further liquidating distributions, if any); and (iii) as promptly as reasonably possible following such redemption, subject to the approval of our remaining shareholders and our board, liquidate and dissolve, subject to our obligations under the DGCL to provide for claims of creditors and other requirements of applicable law.
You are not being asked to vote on the Business Combination at this time. If the Extension is implemented and you do not elect to redeem your public shares, provided that you are a shareholder on the record date for a meeting to consider the Business Combination, you will retain the right to vote on the Business Combination when it is submitted to shareholders and the right to redeem your public shares for cash in the event the Business Combination is approved and completed or we have not consummated a business combination by the Extended Date.
Redemption Rights
If the Extension Amendment Proposal is approved, and the Extension is implemented, each public shareholder may seek to redeem its public shares at a per-share price, payable in cash, equal to the aggregate amount then on deposit in the Trust Account, including interest (which interest shall be net of taxes payable), divided by the number of then outstanding public shares. Holders of public shares who do not elect to redeem their public shares in connection with the Extension will retain the right to redeem their public shares in connection with any shareholder vote to approve a proposed business combination, or if the Company has not consummated a business combination by the Extended Date.
TO EXERCISE YOUR REDEMPTION RIGHTS, YOU MUST SUBMIT A REQUEST IN WRITING THAT WE REDEEM YOUR PUBLIC SHARES FOR CASH TO CONTINENTAL STOCK TRANSFER & TRUST COMPANY AT THE ADDRESS BELOW, AND, AT THE SAME TIME, ENSURE YOUR BANK OR BROKER COMPLIES WITH THE REQUIREMENTS IDENTIFIED ELSEWHERE HEREIN, INCLUDING DELIVERING YOUR SHARES TO THE TRANSFER AGENT PRIOR TO THE VOTE ON THE EXTENSION AMENDMENT PROPOSAL PRIOR TO 5:00 P.M. EASTERN TIME ON            , 2022.
In connection with tendering your shares for redemption, prior to 5:00 p.m. Eastern time on [        ], 2022 (two business days before the Special Meeting), you must elect either to physically tender your Class A common stock share certificates to:

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Continental Stock Transfer & Trust Company
1 State Street Plaza, 30th Floor
New York, New York 10004-1561
Attn: Mark Zimkind
via email to: mzimkind@continentalstock.com
Alternatively, you may deliver your shares to the transfer agent electronically using DTC’s DWAC system, which election would likely be determined based on the manner in which you hold your shares. The requirement for physical or electronic delivery prior to 5:00 p.m. Eastern time on [           ], 2022 (two business days before the Special Meeting) ensures that a redeeming holder’s election is irrevocable once the Extension Amendment Proposal is approved. In furtherance of such irrevocable election, shareholders making the election will not be able to tender their shares after the vote at the Special Meeting.
Through the DWAC system, this electronic delivery process can be accomplished by the shareholder, whether or not it is a record holder or its shares are held in “street name,” by contacting the transfer agent or its broker and requesting delivery of its shares through the DWAC system. Delivering shares physically may take significantly longer. In order to obtain a physical share certificate, a shareholder’s broker and/or clearing broker, DTC, and the Company’s transfer agent will need to act together to facilitate this request. There is a nominal cost associated with the above-referenced tendering process and the act of certificating the shares or delivering them through the DWAC system. The transfer agent will typically charge the tendering broker $100 and the broker would determine whether or not to pass this cost on to the redeeming holder.
It is the Company’s understanding that shareholders should generally allot at least two weeks to obtain physical certificates from the transfer agent. The Company does not have any control over this process or over the brokers or DTC, and it may take longer than two weeks to obtain a physical share certificate. Such shareholders will have less time to make their investment decision than those shareholders that deliver their shares through the DWAC system. Shareholders who request physical share certificates and wish to redeem may be unable to meet the deadline for tendering their shares before exercising their redemption rights and thus will be unable to redeem their shares.
Certificates that have not been tendered in accordance with these procedures prior to 5:00 p.m. Eastern time on [           ], 2022 (two business days before the Special Meeting) will not be redeemed for cash held in the Trust Account on the redemption date. In the event that a public shareholder tenders its shares and decides prior to the vote at the Special Meeting that it does not want to redeem its shares, the shareholder may withdraw the tender. If you delivered your shares for redemption to our transfer agent and decide prior to the vote at the Special Meeting not to redeem your public shares, you may request that our transfer agent return the shares (physically or electronically).
You may make such request by contacting our transfer agent at the address listed above. In the event that a public shareholder tenders shares and the Extension Amendment Proposal is not approved, these shares will not be redeemed and the physical certificates representing these shares will be returned to the shareholder promptly following the determination that the Extension Amendment Proposal will not be approved. The Company anticipates that a public shareholder who tenders shares for redemption in connection with the vote to approve the Extension Amendment Proposal would receive payment of the redemption price for such shares soon after the completion of the Extension Amendment. The transfer agent will hold the certificates of public shareholders that make the election until such shares are redeemed for cash or returned to such shareholders.
If properly demanded, the Company will redeem each public share for a per-share price, payable in cash, equal to the aggregate amount then on deposit in the Trust Account, including interest (which interest shall be net of taxes payable), divided by the number of then outstanding public shares. Based upon the current amount in the Trust Account, the Company anticipates that the per-share price at which public shares will be redeemed from cash held in the Trust Account will be approximately $10.[   ] at the time of the Special Meeting. The closing price of the Company’s Class A common stock on the record date was $10.[   ].
If you exercise your redemption rights, you will be exchanging your shares of the Company’s Class A common stock for cash and will no longer own the shares. You will be entitled to receive cash for these shares only if you properly demand redemption and tender your share certificate(s) to the Company’s transfer

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agent prior to 5:00 p.m. Eastern time on [           ], 2022 (two business days before the Special Meeting). The Company anticipates that a public shareholder who tenders shares for redemption in connection with the vote to approve the Extension Amendment Proposal would receive payment of the redemption price for such shares soon after the completion of the Extension Amendment.
THE TRUST AMENDMENT PROPOSAL
The Trust Amendment Proposal
We are proposing to amend the Trust Agreement to extend the date on which Continental must liquidate the Trust Account if the Company has not completed its initial business combination, from November 11, 2022 to August 11, 2023 (or such later date as may be determined by the Data Knights shareholders). The Trust Amendment Proposal is required to allow the Company more time to complete the Business Combination.
If the Trust Amendment Proposal is not approved and we have not consummated the Business Combination by November 11, 2022, we will (i) cease all operations except for the purpose of winding up, (ii) as promptly as reasonably possible but not more than ten business days thereafter subject to lawfully available funds therefor, redeem 100% of the public shares in consideration of a per-share price, payable in cash, equal to the quotient obtained by dividing (A) the aggregate amount then on deposit in the Trust Account, including interest (net of taxes payable, less up to $100,000 of such net interest to pay dissolution expenses), by (B) the total number of then outstanding public shares, which redemption will completely extinguish rights of public shareholders (including the right to receive further liquidating distributions, if any), subject to applicable law, and (iii) as promptly as reasonably possible following such redemption, subject to the approval of the remaining shareholders and the Data Knights Board in accordance with applicable law, dissolve and liquidate, subject in each case to the Company’s obligations under the DGCL to provide for claims of creditors and other requirements of applicable law.
Pursuant to the Trust Agreement, Continental agreed to liquidate the Trust Account after receipt of a Termination Letter (as defined therein) from the Company or upon the date which is the later of (1) 18 months after the closing of the Offering and (2) such later date as may be approved by the Company’s shareholders.
The Data Knights Board believes that given our expenditure of time, effort and money on the Business Combination, circumstances warrant providing public shareholders an opportunity to consider the Business Combination and that it is in the best interests of our shareholders that we obtain the Trust Amendment. The Data Knights Board believes that the Business Combination will provide significant benefits to our shareholders. For more information about the Business Combination, see Company’s Current Report on Form 8-K filed with the SEC on April 25, 2022 and our Form S-4 filed on July 22, 2022, relating to the Business Combination (the “Registration Statement”), as amended on September 30, 2022, as may be further amended.
Vote Needed to Approve the Trust Amendment Proposal
The Trust Agreement provides that the affirmative vote of the holders of at least 65% of the total issued and outstanding shares of the Company is required to amend the relevant provisions of the Trust Agreement.
Reasons for the Trust Amendment Proposal
The Trust Agreement provides that Continental will liquidate the Trust Account after receipt of a Termination Letter (as defined therein) from the Company or upon the date which is the later of (i) 18 months after the closing of the Offering and (2) such later date as may be approved by the Company’s shareholders. The purpose of the Trust Amendment is to mirror the provisions in the amended articles of association of the Company at Annex A following the Extension Amendment and allow the Company more time to complete its initial business combination. As previously announced, we entered into the Merger Agreement with OneMedNet and the other parties thereto on April 25, 2022. Pursuant to the Merger Agreement, the parties agreed, subject to the terms and conditions of the Merger Agreement, to effect the Business Combination.

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The Trust Amendment will allow the Company to extend the time period for liquidation of the Trust Account and therefore will allow more time to carry out the Business Combination,
While we are using our best efforts to complete the Business Combination as soon as practicable, the Data Knights Board believes that there will not be sufficient time before the Termination Date to complete the Business Combination. Accordingly, the Data Knights Board believes that in order to be able to consummate the Business Combination, we will need to obtain the Trust Amendment. Without the Trust Amendment, the Data Knights Board believes that there is significant risk that we might not, despite our best efforts, be able to complete the Business Combination on or before November 11, 2022.
If the Extension is approved and implemented, subject to satisfaction of the conditions to closing in the Merger Agreement (including, without limitation, receipt of shareholder approval of the Business Combination), we intend to complete the Business Combination as soon as possible and in any event on or before the Extended Date.
Full Text of the Resolution to be Approved
“RESOLVED THAT subject to and conditional upon the trust account, which is governed by Trust Agreement, having net tangible assets of at least US$5,000,001 as at the date of this resolution, the Trust Agreement be amended in the form set forth in Annex B to the accompanying proxy statement to allow the Company to extend the date by which the Company has to complete a business combination from November 11, 2022 to August 11, 2023 via nine one-month extensions provided the Company deposits into its trust account an additional $0.0333 per unit for each month the Company extends beyond November 11, 2022”.
If the Trust Amendment Proposal is Not Approved
If the Trust Amendment Proposal is not approved and we have not consummated the Business Combination by November 11, 2022, we will (i) cease all operations except for the purpose of winding up, (ii) as promptly as reasonably possible but not more than ten business days thereafter subject to lawfully available funds therefor, redeem 100% of the public shares in consideration of a per-share price, payable in cash, equal to the quotient obtained by dividing (A) the aggregate amount then on deposit in the Trust Account, including interest (net of taxes payable, less up to $100,000 of such net interest to pay dissolution expenses), by (B) the total number of then outstanding public shares, which redemption will completely extinguish rights of public shareholders (including the right to receive further liquidating distributions, if any), subject to applicable law, and (iii) as promptly as reasonably possible following such redemption, subject to the approval of the remaining shareholders and the Data Knights Board in accordance with applicable law, dissolve and liquidate, subject in each case to the Company’s obligations under the DGCL to provide for claims of creditors and other requirements of applicable law.
There will be no distribution from the Trust Account with respect to the Company’s warrants which will expire worthless in the event we wind up. In the event of a liquidation, our Sponsor and directors and officers will not receive any monies held in the Trust Account as a result of their ownership of the Founder Shares or the Private Placement Units.
If the Trust Amendment Proposal Is Approved
Upon approval of the Trust Amendment Proposal by the requisite number of votes, the amendments to the Trust Agreement to extend the date on which Continental must liquidate the Trust Account if the Company has not completed its initial business combination, from November 11, 2022 to August 11, 2023 will be made to the Trust Agreement so that the provisions of the Trust Agreement mirror what is in the Company’s amended articles of association.
If the Trust Amendment Proposal is approved but we do not consummate a business combination by the Extended Date, we will, unless further extended, (i) cease all operations except for the purpose of winding up; (ii) as promptly as reasonably possible but not more than ten business days thereafter, redeem the public shares, at a per-share price, payable in cash, equal to the aggregate amount then on deposit in the Trust Account, including interest (less up to $100,000 of interest to pay dissolution expenses, and which

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interest shall be net of taxes payable), divided by the number of then issued and outstanding public shares, which redemption will completely extinguish public shareholders’ rights as shareholders (including the right to receive further liquidating distributions, if any); and (iii) as promptly as reasonably possible following such redemption, subject to the approval of our remaining shareholders and our board, liquidate and dissolve, subject to our obligations under the DGCL to provide for claims of creditors and other requirements of applicable law.
You are not being asked to vote on the Business Combination at this time. If the Extension Amendment and the Trust Amendment are implemented and you do not elect to redeem your public shares, provided that you are a shareholder on the record date for a meeting to consider the Business Combination, you will retain the right to vote on the Business Combination when it is submitted to shareholders and the right to redeem your public shares for cash in the event the Business Combination is approved and completed or we have not consummated a business combination by the Extended Date.
UNITED STATES FEDERAL INCOME TAX CONSIDERATIONS
The following discussion summarizes certain United States federal income tax considerations generally applicable to U.S. Holders (as defined below) who elect to have their shares of the Class A common stock redeemed for cash pursuant to the exercise of a right to redemption in connection with an Election.
This discussion is limited to certain United States federal income tax considerations to such U.S. Holders who hold shares of the Class A common stock as a capital asset under the U.S. Internal Revenue Code of 1986, as amended (the “Code”).
This discussion is a summary only and does not consider all aspects of United States federal income taxation that may be relevant to a U.S. Holder exercising its right to redemption in light of such holder’s particular circumstances, including tax consequences to U.S. Holders who are:
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financial institutions or financial services entities;
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broker-dealers;
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taxpayers that are subject to the mark-to-market accounting rules;
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tax-exempt entities;
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governments or agencies or instrumentalities thereof;
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insurance companies;
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regulated investment companies or real estate investment trusts;
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expatriates or former long-term residents of the United States;
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persons that actually or constructively own five percent or more of our voting shares or five percent or more of the total value of any class of our shares;
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persons that acquired our securities pursuant to an exercise of employee share options, in connection with employee share incentive plans or otherwise as compensation;
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persons that hold our securities as part of a straddle, constructive sale, hedging, conversion or other integrated or similar transaction;
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partnerships (or entities or arrangements treated as partnerships or other pass-through entities for U.S. federal income tax purposes), or persons holding Data Knights securities through such partnerships or other pass-through entities; or
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persons whose functional currency is not the U.S. dollar.
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This discussion is based on the Code, proposed, temporary and final Treasury Regulations promulgated under the Code, and judicial and administrative interpretations thereof, all as of the date hereof. All of the foregoing is subject to change, which change could apply retroactively and could affect the tax considerations described herein. This discussion does not address U.S. federal taxes other than those pertaining to U.S.

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federal income taxation (such as estate or gift taxes, the alternative minimum tax or the Medicare tax on investment income), nor does it address any aspects of U.S. state or local or non-U.S. taxation.
We have not sought and do not intend to seek any rulings from the IRS regarding the Business Combination or an exercise of redemption rights by holders of shares of the Class A common stock. There can be no assurance that the IRS will not take positions inconsistent with the considerations discussed below or that any such positions would not be sustained by a court. Moreover, there can be no assurance that future legislation, regulations, administrative rulings or court decisions will not change the accuracy of the statements in this discussion.
As used herein, the term “U.S. Holder” means a beneficial owner of Class A common stock or warrants who or that is for United States federal income tax purposes: (i) an individual citizen or resident of the United States, (ii) a corporation (or other entity treated as a corporation for United States federal income tax purposes) that is created or organized (or treated as created or organized) in or under the laws of the United States, any state thereof or the District of Columbia, (iii) an estate the income of which is subject to United States federal income taxation regardless of its source or (iv) a trust if (A) a court within the United States is able to exercise primary supervision over the administration of the trust and one or more U.S. persons have the authority to control all substantial decisions of the trust, or (B) it has in effect a valid election to be treated as a U.S. person.
This discussion does not consider the tax treatment of partnerships or other pass-through entities or persons who hold our securities through such entities. If a partnership (or other entity or arrangement classified as a partnership for United States federal income tax purposes) is the beneficial owner of our securities, the United States federal income tax treatment of a partner in the partnership generally will depend on the status of the partner and the activities of the partnership. Partnerships holding our securities and partners in such partnerships are urged to consult their own tax advisors.
THIS DISCUSSION IS ONLY A SUMMARY OF CERTAIN UNITED STATES FEDERAL INCOME TAX CONSIDERATIONS ASSOCIATED WITH AN ELECTION. EACH REDEEMING U.S. HOLDER IS URGED TO CONSULT ITS OWN TAX ADVISOR WITH RESPECT TO THE PARTICULAR TAX CONSEQUENCES TO SUCH U.S. HOLDER OF THE EXERCISE OF REDEMPTION RIGHTS THROUGH AN ELECTION, INCLUDING THE APPLICABILITY AND EFFECT OF ANY STATE, LOCAL, AND NON-U.S. TAX LAWS.
Redemption as Sale or Distribution
Subject to the PFIC rules discussed below, in the event that a U.S. Holder’s shares Class A common stock are redeemed pursuant to an Election, the treatment of the transaction for United States federal income tax purposes will depend on whether the redemption qualifies as a sale of the Class A common stock under Section 302 of the Code. If the redemption qualifies as a sale of Class A common stock, a U.S. Holder generally will recognize capital gain or loss and any such capital gain or loss generally will be long-term capital gain or loss if the U.S. Holder’s holding period for such Class A common stock exceeds one year. It is unclear, however, whether certain redemption rights described in the IPO prospectus may suspend the running of the applicable holding period for this purpose. If the redemption does not qualify as a sale of the Class A common stock, it will be treated as a corporate distribution. In that case, the U.S. Holder generally will be required to include in gross income as a dividend the amount of the distribution to the extent the distribution is paid out of our current or accumulated earnings and profits (as determined under United States federal income tax principles). To the extent those distributions exceed our current and accumulated earnings and profits, they will constitute a return of capital, which will first reduce your basis in your shares of the Class A common stock, but not below zero, and then will be treated as gain from the sale of your shares of the Class A common stock.
Whether a redemption pursuant to an Election qualifies for sale treatment will depend largely on the total number of shares of the Class A common stock treated as held by the U.S. Holder (including any shares of the Class A common stock constructively owned by the U.S. Holder as a result of owning warrants) relative to all of our shares outstanding both before and after such redemption. The redemption generally will be treated as a sale of shares of the Class A common stock (rather than as a corporate distribution) if such redemption (i) is “substantially disproportionate” with respect to the U.S. Holder, (ii) results in a “complete

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termination” of the U.S. Holder’s interest in us or (iii) is “not essentially equivalent to a dividend” with respect to the U.S. Holder. These tests are explained more fully below.
In determining whether any of the foregoing tests are satisfied, a U.S. Holder takes into account not only our shares actually owned by the U.S. Holder, but also our shares that are constructively owned by such holder. A U.S. Holder may constructively own, in addition to shares owned directly, shares owned by certain related individuals and entities in which the U.S. Holder has an interest or that have an interest in such U.S. Holder, as well as any shares the U.S. Holder has a right to acquire by exercise of an option, which would generally include shares of the Class A common stock which could be acquired pursuant to the exercise of the warrants. In order to meet the substantially disproportionate test, the percentage of our outstanding voting shares actually and constructively owned by the U.S. Holder immediately following the redemption of shares of the Class A common stock must, among other requirements, be less than 80 percent of the percentage of our outstanding voting shares actually and constructively owned by the U.S. Holder immediately before the redemption.
Prior to the Business Combination, the shares of the Class A common stock may not be treated as voting shares for this purpose and, consequently, this substantially disproportionate test may not be applicable. There will be a complete termination of a U.S. Holder’s interest if either (i) all of the shares of the Class A common stock actually and constructively owned by the U.S. Holder are redeemed or (ii) all of the shares of the Class A common stock actually owned by the U.S. Holder are redeemed and the U.S. Holder is eligible to waive, and effectively waives in accordance with specific rules, the attribution of shares of the Class A common stock owned by certain family members and the U.S. Holder does not constructively own any other of our shares. The redemption of the shares of the Class A common stock will not be essentially equivalent to a dividend if such redemption results in a “meaningful reduction” of the U.S. Holder’s proportionate interest in us. Whether the redemption will result in a meaningful reduction in a U.S. Holder’s proportionate interest in us will depend on the particular facts and circumstances. However, the IRS has indicated in a published ruling that even a small reduction in the proportionate interest of a small minority shareholder in a publicly held corporation who exercises no control over corporate affairs may constitute such a “meaningful reduction.”
If none of the foregoing tests are satisfied, then the redemption will be treated as a corporate distribution as described above. A U.S. Holder considering exercising its redemption right should consult its own tax advisor as to whether the redemption will be treated as a sale or as a corporate distribution under the Code.
Passive Foreign Investment Company (“PFIC”) Rules
A non-U.S. corporation will be classified as a PFIC for United States federal income tax purposes if either (i) at least 75% of its gross income in a taxable year, including its pro rata share of the gross income of any corporation in which it is considered to own at least 25% of the shares by value, is passive income or (ii) at least 50% of its assets in a taxable year (ordinarily determined based on fair market value and averaged quarterly over the year), including its pro rata share of the assets of any corporation in which it is considered to own at least 25% of the shares by value, are held for the production of, or produce, passive income. Passive income generally includes dividends, interest, rents and royalties (other than rents or royalties derived from the active conduct of a trade or business) and gains from the disposition of passive assets.
Because we are a blank check company, with no current active business, we believe that it is likely that we met the PFIC asset or income test for our taxable year ending December 31, 2021 and that we will meet the PFIC asset or income test for our current taxable year ending December 31, 2022. Accordingly, if a U.S. Holder did not make a timely qualified electing fund (“QEF”) election or a mark-to-market election for our first taxable year as a PFIC in which the U.S. Holder held (or was deemed to hold) shares of the Class A common stock, as described below, such U.S. Holder generally will be subject to special rules with respect to (i) any gain recognized by the U.S. Holder on the sale or other disposition of its shares of the Class A common stock or warrants, which would include a redemption pursuant to an Election if such redemption is treated as a sale under the rules discussed above, and (ii) any “excess distribution” made to the U.S. Holder (generally, any distributions to such U.S. Holder during a taxable year of the U.S. Holder that are greater than 125% of the average annual distributions received by such U.S. Holder in respect of the shares of the Class A common stock during the three preceding taxable years of such U.S. Holder or, if shorter, such

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U.S. Holder’s holding period for the shares of the Class A common stock), which may include a redemption pursuant to an Election if such redemption is treated as a corporate distribution under the rules discussed above. Under these rules:
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the U.S. Holder’s gain or excess distribution will be allocated ratably over the U.S. Holder’s holding period for the shares of the Class A common stock or warrants;
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the amount allocated to the U.S. Holder’s taxable year in which the U.S. Holder recognized the gain or received the excess distribution, or to the period in the U.S. Holder’s holding period before the first day of our first taxable year in which we are a PFIC, will be taxed as ordinary income;
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the amount allocated to other taxable years (or portions thereof) of the U.S. Holder and included in its holding period will be taxed at the highest tax rate in effect for that year and applicable to the U.S. Holder; and
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an additional tax equal to the interest charge generally applicable to underpayments of tax will be imposed on the U.S. Holder with respect to the tax attributable to each such other taxable year of the U.S. Holder.
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QEF Election
A U.S. Holder will avoid the PFIC tax consequences described above in respect to shares of the Class A common stock (but not our warrants) by making a timely and valid QEF election (if eligible to do so) to include in income its pro rata share of our net capital gains (as long-term capital gain) and other earnings and profits (as ordinary income), on a current basis, in each case whether or not distributed, in the taxable year of the U.S. Holder in which or with which our taxable year ends. A U.S. Holder generally may make a separate election to defer the payment of taxes on undistributed income inclusions under the QEF rules, but if deferred, any such taxes will be subject to an interest charge.
If a U.S. Holder has made a QEF election with respect to shares of the Class A common stock for our first taxable year as a PFIC in which the U.S. Holder holds (or is deemed to hold) such shares, (i) any gain recognized as a result of a redemption pursuant to an Election (if such redemption is treated as a sale under the rules discussed above) generally will be taxable as capital gain and no additional tax will be imposed under the PFIC rules, and (ii) to the extent such redemption is treated as a distribution under the rules discussed above, any distribution of ordinary earnings that were previously included in income generally should not be taxable as a dividend to such U.S. Holder. The tax basis of a U.S. Holder’s shares in a QEF will be increased by amounts that are included in income and decreased by amounts distributed but not taxed as dividends under the above rules. Similar basis adjustments apply to property if by reason of holding such property, the U.S. Holder is treated under the applicable attribution rules as owning shares in a QEF.
The QEF election is made on a shareholder-by-shareholder basis and, once made, can be revoked only with the consent of the IRS. A U.S. Holder may not make a QEF election with respect to its warrants to acquire shares of the Class A common stock. A U.S. Holder generally makes a QEF election by attaching a completed IRS Form 8621 (Information Return by a Shareholder of a Passive Foreign Investment Company or Qualified Electing Fund), including the information provided in a PFIC annual information statement, to a timely filed United States federal income tax return for the tax year to which the election relates. Retroactive QEF elections generally may be made only by filing a protective statement with such return and if certain other conditions are met or with the consent of the IRS. U.S. Holders should consult their tax advisors regarding the availability and tax consequences of a retroactive QEF election under their particular circumstances.
If a U.S. Holder makes a QEF election after our first taxable year as a PFIC in which the U.S. Holder held (or was deemed to hold) shares of the Class A common stock, the adverse PFIC tax consequences (with adjustments to take into account any current income inclusions resulting from the QEF election) will continue to apply with respect to such shares of the Class A common stock unless the U.S. Holder makes a purging election under the PFIC rules. Under the purging election, the U.S. Holder will be deemed to have sold such shares of the Class A common stock at their fair market value and any gain recognized on such deemed sale will be treated as an excess distribution, taxed under the PFIC rules described above. As a

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result of the purging election, the U.S. Holder will have a new basis and holding period in such shares of the Class A common stock for purposes of the PFIC rules.
In order to comply with the requirements of a QEF election, a U.S. Holder must receive a PFIC annual information statement from us. There is no assurance that we will timely provide such required information statement.
Mark-to Market Election
If we are a PFIC and shares of the Class A common stock constitute marketable stock, a U.S. Holder may avoid the adverse PFIC tax consequences discussed above if such U.S. Holder, at the close of the first taxable year in which it holds (or is deemed to hold) shares of the Class A common stock, makes a mark-to-market election with respect to such shares for such taxable year. Such U.S. Holder generally will include for each of its taxable years as ordinary income the excess, if any, of the fair market value of its shares of the Class A common stock at the end of such year over its adjusted basis in its shares of the Class A common stock. The U.S. Holder also will recognize an ordinary loss in respect of the excess, if any, of its adjusted basis of its shares of the Class A common stock over the fair market value of its shares of the Class A common stock at the end of its taxable year (but only to the extent of the net amount of previously included income as a result of the mark-to-market election). The U.S. Holder’s basis in its shares of the Class A common stock will be adjusted to reflect any such income or loss amounts, and any further gain recognized on a sale or other taxable disposition of its shares of the Class A common stock will be treated as ordinary income. Currently, a mark-to-market election may not be made with respect to warrants.
The mark-to-market election is available only for marketable stock, generally, stock that is regularly traded on a national securities exchange that is registered with the Securities and Exchange Commission, including NYSE, or on a foreign exchange or market that the IRS determines has rules sufficient to ensure that the market price represents a legitimate and sound fair market value. U.S. Holders should consult their own tax advisors regarding the availability and tax consequences of a mark-to-market election in respect to our shares under their particular circumstances.
A U.S. Holder that owns (or is deemed to own) shares in a PFIC during any taxable year of the U.S. Holder, may have to file an IRS Form 8621 (whether or not a QEF or mark-to-market election is made) and such other information as may be required by the U.S. Treasury Department. Failure to do so, if required, will extend the statute of limitations until such required information is furnished to the IRS.
The rules dealing with PFICs and with the QEF and mark-to-market elections are very complex and are affected by various factors in addition to those described above. Accordingly, U.S. Holders of shares of the Class A common stock or warrants should consult their own tax advisors concerning the application of the PFIC rules under their particular circumstances.
Information Reporting and Backup Withholding
Dividend payments with respect to shares of the Class A common stock and proceeds from the sale, exchange or redemption of shares of the Class A common stock may be subject to information reporting to the IRS and possible United States backup withholding. Backup withholding will not apply, however, to a U.S. Holder who furnishes a correct taxpayer identification number and makes other required certifications, or who is otherwise exempt from backup withholding and establishes such exempt status.
Backup withholding is not an additional tax. Amounts withheld as backup withholding may be credited against a U.S. Holder’s U.S. federal income tax liability, and a U.S. Holder generally may obtain a refund of any excess amounts withheld under the backup withholding rules by timely filing the appropriate claim for refund with the IRS and furnishing any required information. U.S. Holders are urged to consult their own tax advisors regarding the application of backup withholding and the availability of and procedure for obtaining an exemption from backup withholding in their particular circumstances.

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THE SPECIAL MEETING
Overview
Date, Time and Place.   The Special Meeting of the Company’s shareholders will be held at 10:00 a.m. Eastern Time on [           ], 2022 at the offices of Data Knights Acquisition Corp. located at Unit G6, Frome Business Park, Manor Road, Frome, United Kingdom, BA11 4FN and via live webcast. If unable to attend in person, you will be able to attend, vote your shares and submit questions during the Special Meeting via a live webcast available at https://www.Data Knights.com/Data Knights/2022. If you plan to attend the virtual online Special Meeting, you will need your 12 digit control number to vote electronically at the Special Meeting. Only shareholders who own shares as of the close of business on the record date will be entitled to attend the meeting.
Voting Power; record date.   You will be entitled to vote or direct votes to be cast at the Special Meeting, if you owned the Company’s shares at the close of business on [           ], 2022, the record date for the Special Meeting. You will have one vote per proposal for each share of the Company’s shares you owned at that time. The Company’s warrants do not carry voting rights.
Votes Required.   Approval of the Extension Amendment Proposal and the Trust Amendment Proposal will require the affirmative vote of holders of at least 65% of the votes entitled to be cast by the holders of the issued and outstanding Company’s shares, including the Founder Shares and the shares of the Class A common stock underlying the Private Placement Units.
If you do not vote your shares will not be counted in connection with the determination of whether a valid quorum is established and, if a valid quorum is otherwise established, such failure to vote will have no effect on the outcome of any vote on the Extension Amendment Proposal and the Adjournment Proposal. However, if you do not vote, your action will have the same effect as an “AGAINST” vote in relation to the Trust Amendment Proposal. Similarly, if you abstain from voting such abstention (but not broker non-votes) will be counted in connection with the determination of whether a valid quorum is established and will have the no effect on the outcome of the Extension Amendment Proposal and Adjournment Proposal; however, if you abstain from voting on the Trust Amendment Proposal, your action will have the same effect as an “AGAINST” vote. Broker non-votes will not be counted for the purposes of determining the existence of a quorum and will have the same effect as “AGAINST” votes in relation to the Trust Amendment vote, however, broker non-votes will have no effect on the outcome of any vote on the Extension Amendment Proposal nor the Adjournment Proposal.
At the close of business on the record date of the Special Meeting, there were 14,960,275 shares outstanding, each of which entitles its holder to cast one vote per proposal.
If you do not want the Extension Amendment Proposal approved, you must vote “AGAINST” the Extension Amendment. If you do not want the Trust Amendment Proposal approved, you must abstain, not vote, or vote “AGAINST” the Trust Amendment. You will be entitled to redeem your public shares for cash in connection with this vote whether or not you vote on the Extension Amendment Proposal and/or the Trust Amendment Proposal so long as you elect to redeem your public shares for a pro rata portion of the funds available in the Trust Account in connection with the Extension Amendment Proposal. The Company anticipates that a public shareholder who tenders shares for redemption in connection with the vote to approve the Extension Amendment Proposal would receive payment of the redemption price for such shares soon after the completion of the Extension Amendment Proposal.
The Special Meeting; Proxies; Board Solicitation; Proxy Solicitor.   The Special Meeting will be held at the offices of Data Knights Acquisition Corp. located at Unit G6, Frome Business Park, Manor Road, Frome, United Kingdom, BA11 4FN and via live webcast. If unable to attend in person, you will be able to attend the Special Meeting online, vote and submit your questions during the Special Meeting by visiting https://www.Data Knights.com/Data Knights/2022. To access the virtual online Special Meeting, you will need your 12 digit control number to vote electronically at the Special Meeting. Your vote or your proxy is being solicited by the Data Knights Board on the proposals being presented to shareholders at the Special Meeting. The Company has engaged Laurel Hill Advisory Group, LLC to assist in the solicitation of proxies for the Special Meeting. No recommendation is being made as to whether you should elect to redeem your

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public shares. Proxies may be solicited in person or by telephone. If you grant a proxy, you may still revoke your proxy and vote your shares online or in person at the Special Meeting if you are a holder of record of the Company’s shares. You may contact the Proxy Solicitor at 855-414-2266 (toll free) or by email to Data Knights@LaurelHill.com.
Registration.   To register for the virtual meeting, please follow these instructions as applicable to the nature of your ownership of our shares:
If your shares are registered in your name with our transfer agent and you wish to attend the meeting virtually, go to https://www.Data Knights.com/Data Knights/2022 and enter the control number you received on your proxy card and click on the “Click here” to preregister for the online meeting link at the top of the page. Just prior to the start of the meeting you will need to log back into the meeting site using your control number. Pre-registration is recommended but is not required in order to attend.
Beneficial shareholders who wish to attend the Special Meeting, whether in person or virtually, must obtain a legal proxy by contacting their account representative at the bank, broker or other nominee record holder that holds their shares and e-mail a copy (a legible photograph is sufficient) of their legal proxy to proxy@continentalstock.com. Beneficial shareholders who e-mail a valid legal proxyit will be issued a meeting control number“householding” our proxy materials, the practice will continue until you are otherwise notified or until you notify them that will allow themyou no longer want to register to attend and participate in the online-only meeting. After contacting our transfer agent a beneficial holderpractice. Stockholders who participate in householding will receive an e-mail priorcontinue to the meeting with a link and instructions for entering the virtual meeting. Beneficial shareholders should contact our transfer agent no later than 72 hours prior to the meeting date. Shareholders will also have the option to listen to the Special Meeting by telephone by calling:
•
Within the U.S. and Canada: +1 800-450-7155 (toll-free)
​
•
Outside of the U.S. and Canada: +1 857-999-9155 (standard rates apply)
​
The passcode for telephone access: 0396969#. You will not be able to vote or submit questions unless you register for and log in to the Special Meeting webcast as described herein.
Recommendation of the Board.   After careful consideration, the Data Knights Board determined that each of the proposals is fairaccess to and in the best interestsutilize separate proxy voting instructions.

We will promptly deliver a separate copy of the Company and its shareholders. The Data Knights Board has approved and declared advisable and recommends thatour proxy materials to you voteif you write or give instructions to vote “FOR” each of these proposals.

Vote Required for Approval
The affirmative vote by holders of at least 65% of the votes entitled to be cast by the holders of the issued and outstanding Company’s shares, including the Founder Shares and the shares of the Class A common stock underlying the Private Placement Units, is required to approve the Extension Amendment Proposal and the Trust Amendment Proposal.call our corporate secretary at: 6385 Old Shady Oak Road, Suite 250 Eden Prairie, MN 55344. If the Extension Amendment Proposal and the Trust Amendment Proposal are not approved, the Extension Amendment and the Trust Amendment will not be implemented. If the Business Combination has not been consummated, the Company will be required by the Amended Charter to (i) cease all operations except for the purpose of winding up, (ii) as promptly as reasonably possible but not more than ten business days thereafter subject to lawfully available funds therefor, redeem 100% of the public shares in consideration of a per-share price, payable in cash, equal to the quotient obtained by dividing (A) the aggregate amount then on deposit in the Trust Account, including interest (net of taxes payable, less up to $100,000 of such net interest to pay dissolution expenses), by (B) the total number of then outstanding public shares, which redemption will completely extinguish rights of public shareholders (including the rightyou want to receive further liquidating distributions, if any), subject to applicable law, and (iii) as promptly as reasonably possible following such redemption, subject to the approval of the remaining shareholders and the Data Knights Board in accordance with applicable law, dissolve and liquidate, subject in each case to the Company’s obligations under the DGCL to provide for claims of creditors and other requirements of applicable law.
Shareholder approval of both the Extension Amendment and the Trust Amendment is required for the implementation of the Data Knights Board’s plan to extend the date by which we must consummate our

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initial business combination. Therefore, the Data Knights Board will abandon and not implement such amendment unless our shareholders approve the Extension Amendment Proposal and the Trust Amendment Proposal.
Our Sponsor and allyour own set of our directors and officers are expected to vote any shares owned by them in favor of the Extension Amendment Proposal and the Trust Amendment Proposal. On the record date, our Sponsor, directors and officers beneficially owned and were entitled to vote an aggregate of 2,875,000 Founder Shares and 585,275 shares of the Class A common stock underlying the Private Placement Units, representing approximately 23.1% of the Company’s issued and outstanding shares. Our Sponsor and our directors and officers do not intend to purchase shares of the Class A common stock in the open market or in privately negotiated transactions in connection with the shareholder vote on the Extension Amendment and/or the Trust Amendment.
Interests of our Sponsor, Directors and Officers
When you consider the recommendation of the Data Knights Board, you should keep in mind that our Sponsor, executive officers, and members of the Data Knights Board and special advisors have interests that may be different from, or in addition to, your interests as a shareholder. These interests include, among other things:
•
the fact that our Sponsor holds 2,875,000 Founder Shares and 585,275 Private Placement Units, all such securities beneficially owned by our Chief Executive Officer and Chief Financial Officer. In addition, our Chairman and Chief Executive Officer and our Chief Financial Officer each own 15,000 Founder Shares, and our three independent directors each owns 5,000 Founder Shares. All of such investments would expire worthless if a business combination is not consummated; on the other hand, if a business combination is consummated, such investments could earn a positive rate of return on their overall investment in the combined company, even if other holders of our shares experience a negative rate of return, due to having initially purchased the Founder Shares for $25,000;
​
•
following consummation of an initial business combination, our Sponsor, our officers and directors and their respective affiliates will be reimbursed for any out-of-pocket expenses incurred in connection with activities on our behalf such as identifying, investigating potential target businesses and performing due diligence on and completing suitable business combinations as well as be repaid for any loans to the Company and be paid under the Administrative Support Agreement entered into between the Company and the Sponsor contemporaneously with the closing of our IPO;
​
•
the fact that, if the Trust Account is liquidated, including in the event we are unable to complete an initial business combination within the required time period, the Sponsor has agreed to indemnify us to ensure that the proceeds in the Trust Account are not reduced below $10.[      ] per public share, or such lesser per public share amount as is in the Trust Account on the liquidation date, by the claims of prospective target businesses with which we have entered into an acquisition agreement or claims of any third party for services rendered or products sold to us, but only if such a third party or target business has not executed a waiver of any and all rights to seek access to the Trust Account;
​
•
the fact that certain of our directors and executive officers may continue to be directors and officers of OneMedNet or any acquired business after the consummation of an initial business combination. As such,proxy materials in the future they willor, if you share an address with another stockholder and together both of you would like to receive any cash fees, stock optionsonly a single set of proxy materials, you should contact your broker or stock awards that a post-business combination boardother nominee record holder directly or you may contact us at the above address and phone number.

Electronic Delivery of directors determinesCompany Stockholder Communications

Most stockholders can elect to pay to its directors and officers if they continue as directors and officers following such business combination; and

​
•
view or receive copies of future proxy materials over the fact that noneInternet instead of our officers or directors has received any cash compensation for services rendered to the Company, and all of the current members of the Data Knights Board are expected to continue to serve as directors at least through the date of the Special Meeting to vote on a proposed business combination and may even continue to serve following any potential business combination and receive compensation thereafter.
​
Data Knights Board’s Reasons for the Extension Amendment Proposal and Trust Amendment Proposal and Its Recommendation

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As discussed below, after careful consideration of all relevant factors, the Data Knights Board has determined that the Extension Amendment and Trust Amendment arereceiving paper copies in the best interestsmail.

You can choose this option and save us the cost of the Companyproducing and its shareholders. The Data Knights Board has approved and declared advisable adoption of the Extension Amendment Proposal and the Trust Amendment Proposal and recommends that you vote “FOR” such proposals.mailing these documents by:

✔following the instructions provided on your proxy card; or
✔following the instructions provided when you vote over the Internet.

6
The Amended Charter provides that the Company has until November 11, 2022 to complete the purposes of the Company including, but not limited to, effecting a business combination under its terms. The Amended Charter states that if the Company’s shareholders approve an amendment to the Amended Charter that would affect the substance or timing of the Company’s obligation to redeem 100% of the Company’s public shares if it does not complete a business combination before November 11, 2022, the Company will provide its public shareholders with the opportunity to redeem all or a portion of their public shares upon such approval at a per share price, payable in cash, equal to the aggregate amount then on deposit in the Trust Account, including interest (which interest shall be net of taxes payable), divided by the number of then outstanding public shares. We believe that this provision in the Amended Charter was included to protect the Company public shareholders from having to sustain their investments for an unreasonably long period if the Company failed to find a suitable initial business combination in the timeframe contemplated by the Amended Charter.

We believe that, given the Company’s expenditure of time, effort and money on finding an initial business combination and our entry into the Merger Agreement with respect to the Business Combination, circumstances warrant providing public shareholders an opportunity to consider the Business Combination. Because we continue to believe that the Business Combination would be in the best interests of our shareholders, the Data Knights Board has determined to seek shareholder approval of the Extended Date.
The Company is not asking you to vote on the Business Combination at this time. If the Extension is implemented and you do not elect to redeem your public shares, you will retain the right to vote on the Business Combination in the future and the right to redeem your public shares at a per-share price, payable in cash, equal to the aggregate amount then on deposit in the Trust Account, including interest (which interest shall be net of taxes payable), divided by the number of then outstanding public shares, in the event the Business Combination is approved and completed or the Company has not consummated another business combination by the Extended Date. After careful consideration of all relevant factors, the Data Knights Board determined that the Extension Amendment and the Trust Amendment are in the best interests of the Company and its shareholders.
The Data Knights Board unanimously recommends that our shareholders vote “FOR” the approval of both the Extension Amendment Proposal and the Trust Amendment Proposal.

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THE ADJOURNMENT PROPOSAL
Overview
The Adjournment Proposal, if adopted, will allow the Data Knights Board to adjourn the Special Meeting to a later date or dates to permit further solicitation of proxies. The Adjournment Proposal will only be presented to our shareholders in the event that there are insufficient votes for, or otherwise in connection with, the approval of the Extension Amendment Proposal and the Trust Amendment Proposal. In no event will the Data Knights Board adjourn the Special Meeting beyond November 11, 2022.
Consequences if the Adjournment Proposal is Not Approved
If the Adjournment Proposal is not approved by our shareholders, the Data Knights Board may not be able to adjourn the Special Meeting to a later date in the event that there are insufficient votes for, or otherwise in connection with, the approval of the Extension Amendment Proposal and the Trust Amendment Proposal.
Full Text of the Resolution to be Approved
“RESOLVED THAT, the adjournment of the Special Meeting to a later date or dates to permit further solicitation of proxies to be determined by the chairman of the Special Meeting be confirmed, adopted, approved and ratified in all respects.”
Vote Required for Approval
The Adjournment Proposal must be approved by the affirmative vote of the holders of a majority of the then issued and outstanding shares of the common stock of the Company who, being present and entitled to vote at the Special Meeting, vote on the Adjournment Proposal at the Special Meeting. An abstention or broker non-vote will be counted towards the quorum requirement but will not count as a vote cast at the Special Meeting.
Recommendation of the Data Knights Board
If presented, our board unanimously recommends that our shareholders vote “FOR” the approval of the Adjournment Proposal.

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BENEFICIALSECURITY OWNERSHIP OF SECURITIESCERTAIN BENEFICIAL OWNERS AND MANAGEMENT

The following table sets forth certain information regarding the beneficial ownership of the Company’s shares as of the record date based on information obtained from the persons named below, with respect to the beneficial ownership of sharesour common stock as of May 6, 2024 (our record date) for (a) the Company’s shares, by:

•
executive officers named in the Summary Compensation Table included elsewhere in this proxy statement, (b) each personof our directors and director nominees, (c) all of our current directors and executive officers as a group and (d) each stockholder known by us to be the beneficial owner ofown beneficially more than 5% of our outstanding shares;
​
•
each of our executive officers and directors that beneficially owns shares; and
​
•
all our officers and directors as a group.
​
Ascommon stock. Beneficial ownership is determined in accordance with the rules of the record date, there were 12,028,075SEC and includes voting or investment power with respect to the securities. We deem shares of the Class A common stock and 2,875,000that may be acquired by an individual or group within 60 days of May 6, 2024 pursuant to the conversion of notes, the exercise of options or warrants or the vesting of restricted stock units to be outstanding for the purpose of computing the percentage ownership of such individual or group, but those shares are not deemed to be outstanding for the purpose of computing the Class B common stock issued and outstanding. Unless otherwisepercentage ownership of any other person shown in the table. Except as indicated all personsin footnotes to this table, we believe that the stockholders named in thethis table have sole voting and investment power with respect to all shares of common stock shown to be beneficially owned by them.
​​​Class A Common Stock​​
Class B Common Stock(2)
​​
Approximate
Percentage of
Outstanding
Common
Stock
​
Name and Address of Beneficial Owner(1)
​​
Number of
Shares
Beneficially
Owned
​​
Approximate
Percentage
of Class
​​
Number of
Shares
Beneficially
Owned
​​
Approximate
Percentage of
Class
​
Barry Anderson​​​​585,275​​​​​4.8%​​​​​2,845,000​​​​​99.0%​​​​​22.9%​​
Firdauz Edmin bin Mokhtar​​​​585,275​​​​​4.8%​​​​​2,845,000​​​​​99.0%​​​​​22.9%​​
Syed Musheer Ahmed​​​​​​​​​​​​​​​​5,000​​​​​*​​​​​*​​
Julianne Huh​​​​​​​​​​​​​​​​5,000​​​​​*​​​​​*​​
Annie Damit Undikai​​​​​​​​​​​​​​​​5,000​​​​​*​​​​​*​​
All directors and executive officers as a group (5 individuals)​​​​585,275​​​​​4.8%​​​​​2,875,000​​​​​100.0%​​​​​23.1%​​
Other 5% Shareholders​​​​​​​​​​​​​​​​​​​​​​​​​​​​​​​
Data Knights, LLC(3)
​​​​585,275​​​​​4.8%​​​​​2,830,000​​​​​98.4%​​​​​22.8%​​
​
them based on information provided to us by these stockholders. Percentage of ownership is based on [23,850,010] shares of common stock outstanding on May 6, 2024.

Name and Address of Beneficial Owner(1) Common
Stock
Beneficially
Owned		  Percent of
Common
Stock
Beneficially
Owned(2)		 
Directors and Named Executive Officers:        
Dr. Jeffrey Yu(3)  2,983,787   12.5%
Dr. Thomas Kosasa(4)  10,842,808   45.5%
Paul Casey(5)  511,263   2.1%
Aaron Green(6)  364,894   1.5%
Erkan Akyuz(7)  -   - 
Eric Casaburi(8)  -   - 
Robert Golden(9)  -   - 
Dr. Julianne Huh(10)  5,000   * 
Lisa Embree(11)  26,706   * 
All current directors and executive officers as a group (9 persons)  14,734,458   61.8%

*

Less Represents beneficial ownership of less than 1% of the outstanding shares.

(1)Unless otherwise indicated, the business address for each stockholder listed is c/o OneMedNet Corporation, 6385 Old Shady Oak Road, Suite 250 Eden Prairie, MN 55344.

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​

(2)Applicable percentage ownership is based on 23,850,010 shares of our common stock outstanding, together with securities exercisable or convertible into shares of our common stock within 60 days of May 6, 2024 for each stockholder. Beneficial ownership is determined in accordance with the rules of the SEC and includes voting or investment power with respect to securities. The shares issuable pursuant to the exercise or conversion of such securities are deemed outstanding for the purpose of computing the percentage of ownership of the security holder, but are not treated as outstanding for the purpose of computing the percentage of ownership of any other person.
(3)Consists of 2,435,617 existing shares of Common Stock plus 266,256 share of Common Stock and 250,000 upon conversion of the Pre-Closing PIPE Notes and 31,914 shares underlying 31,914 warrants related to the Pre-Closing PIPE and the Warrant Agreements executed at the closing of the Business Combination to Jeffrey Yu, our founder and Chairman of the Board, and to the Revocable Trust of Jeffrey N.C. Yu. Dr. Yi disclaims any such beneficial ownership except to the extent of his pecuniary interest. Does not include 45,000 shares of common stock issuable for service on the board.
(4)Consists of 8,333,824 existing shares of Common Stock plus 2,227,070 shares of Common Stock and 250,000 upon conversion of the Pre-Closing PIPE Notes and 31,914 shares underlying 31,914 warrants related to the Pre-Closing PIPE and the Warrant Agreements executed at the closing of the Business Combination to Thomas Kosasa, a member of our Board of Directors. Does not include 45,000 shares of common stock issuable for service on the board.

(5)Consists of 511,263 shares of common stock. and does not include options to purchase 147,000 shares of common stock that are exercisable within 60 days 5 years of May 6, 2024. Does not include 45,000 shares of common stock issuable for service on the board.
(6)Consists of 148,936 upon conversion of the Pre-Closing PIPE Notes and 15,958 shares underlying 15,958 warrants related to the Pre-Closing PIPE and the Warrant Agreements executed at the closing of the Business Combination to Aaron Green. Includes 200,000 shares of common stock that vest in May 2024. Does not include 45,000 shares of common stock issuable for services as Chief Executive Officer or RSUs granted, but not vested.
(7)Does not include 45,000 shares of common stock issuable to Erkan Akyuz for his service on the board.
(8)Does not include 45,000 shares of common stock issuable to Eric Casaburi for his service on the board.
(9)Does not include 45,000 shares of common stock issuable to Robert Golden for his service on the board.
(10)Consists of 5,000 shares of common stock that were issued in exchange for Data Knights Acquisition Corp shares and does not include 45,000 shares of common stock issuable to Dr. Julianne Huh for her service on the board.
(11)Does not include 45,000 shares of common stock issuable to Lisa Embree for her service as Chief Financial Officer or RSUs granted, but not vested.

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MANAGEMENT AND CORPORATE GOVERNANCE

Our Board

Our Charter provides that our business is to be managed by or under the direction of our Board. Our Board is divided into three classes for purposes of election. One class is elected at each annual meeting of stockholders to serve for a three-year term. Our Board consists of eight members classified into three classes as follows: (1) Erkan Akyuz, Paul Casey, and Robert Golden constitute the Class I directors and their current term will expire at the 2024 annual meeting of stockholders; (2) Eric Casaburi, Dr. Julianne Huh and Dr. Thomas Kosasa constitute the Class II directors and their current term will expire at the 2025 annual meeting of stockholders, and (3) Dr. Jeffrey Yu and Aaron Green constitute the Class III directors and their current term expires at the 2026 annual meeting of stockholders.

On March 29, 2024, our Board accepted the recommendation of the Nominating and Corporate Governance Committee and voted to nominate Mr. Aaron Green to fill the vacancy created by the retirement of R. Scott Holbrook for a term of three years to serve until the 2026 annual meeting of stockholders, and his respective successor has been elected and qualified.

Set forth below are the names of the persons nominated for election as directors and those directors whose terms do not expire this year, their ages, their offices in the Company, if any, their principal occupations or employment for at least the past five years, the length of their tenure as directors and the names of other public companies in which such persons hold or have held directorships during the past five years as of the date hereof. Additionally, information about the specific experience, qualifications, attributes or skills that led to our Board’s conclusion at the time of filing of this proxy statement that each person listed below should serve as a director is set forth below:

NameAgePosition
Aaron Green50Chief Executive Officer, President and Director
Dr. Jeffrey Yu56Chairman of the Board of Directors, Founder,
Chief Medical Officer, Vice President
Paul Casey78Director
Erkan Akyuz55Director
Eric Casaburi49Director
Robert Golden62Director
Dr. Julianne Huh55Director
Dr. Thomas Kosasa79Director

Our Board has reviewed the materiality of any relationship that each of our directors has with OneMedNet either directly or indirectly. Based upon this review, our Board has determined that the following members of our Board are “independent directors” as defined by The Nasdaq Stock Market:

1.Erkan Akyuz
2.Eric Casaburi
3.Robert Golden
4.Dr. Julianne Huh
5.Dr. Thomas Kosasa

Aaron Green, Chief Executive Officer, President and Director — Mr. Green is a healthcare IT business transformation leader with more than 20 years of leadership experience in healthcare management, sales, strategic planning, M&A, product development, customer support and services operations. Prior to joining OneMedNet, Mr. Green served in a variety of healthcare technology roles including most recently at Optum, a United Health Group company (NYSE: UHG), a leading healthcare technology company, as Vice President Cloud Solutions. At Optum, Mr. Green was responsible for developing and attaining the P&L, Bookings, Revenue and EBIDTA targets of its Cloud Solution lines. Before Optum, Mr. Green worked nearly six years with Change Health Care, most recently as Vice President Cloud Solutions. Previously, Mr. Green worked for more than 15 years with McKesson growing to Division Vice President, Sales where he led an organization of 50+ executives, salespersons and staff, across the US, Canada, and the US government territories. He holds a Bachelor of Science in Biochemistry from the University of Victoria, British Columbia, a Systems Analyst Diploma from Royal Roads University, British Columbia, and an Executive MBA from the Wharton School.

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Unless otherwise noted,

Dr. Jeffrey Yu, Founder, Chief Medical Officer, Vice President, Chairman of the Board — OneMedNet was founded in 2006 by Dr. Jeffrey Yu who applies his 28 years of sophisticated healthcare IT experience to the company every day. Dr. Jeffrey Yu is a board-certified Radiologist and is also fellowship-trained and board-certified in Nuclear Medicine. In 2006, he was part of a small group that recognized there was a need to develop electronic sharing technology to help imaging specialists move patient imaging studies quickly, securely, and cost-effectively. Dr. Yu’s early research and development led to the BEAM solution which helped improve care and outcomes for stroke and trauma patients. In 2009, he started OneMedNet Corporation to commercialize the BEAM product. Since that time, Dr. Yu has remained an integral part of the strategic decision-making within OneMedNet. Dr. Yu received his BS at U.C. Berkeley, MD at Wake Forest University, conducted MRI research at Stanford University, and completed his Radiology residency and Nuclear Medicine fellowship at the Mallinckrodt Institute at Washington University.

Paul Casey, Director — Paul Casey is a seasoned executive and operator, bringing more than 40 years of senior management experience in both the public and private sectors across a variety of industries, including airlines, tourism, software, and medical devices and technology. Mr. Casey is widely respected for his confluence of strategic vision, finance, operations, marketing, and commercialization expertise supplementing his strong track record of building and maintaining shareholder value. Previously Mr. Casey was on the board of TZ Limited, a global leader in electronic locking devices (Australian listed company) and concurrently on the board of a Chicago based subsidiary PDT Limited, a leading industrial design firm focused on consumer military and medical devices. Throughout his career, Mr. Casey has leveraged his multi-functional expertise to drive business value creation and expansion.

He took over Hawaiian Airlines (then AMEX Global listed) right after the company emerged from bankruptcy and successfully refocused the company on revenue creation while changing the culture from top down to bottom up, in addition to replacing an aging fleet with more modern aircrafts and renegotiated six union contracts. Prior to his tenure at Hawaiian Airlines, Mr. Casey ran a tourism focused software company in Bangkok (Galaxy Systems), working with Macquarie Bank in Hong Kong to pursue M&A opportunities in the tourism sector. Mr. Casey has been an angel investor in a number of startup companies and been a mentor and advisor to many founders. Additionally, Mr. Casey was an investor in a collection of boutique hotels in California and Oregon under the umbrella of Greystone Hotels.

Erkan Akyuz, Director — Mr. Akyuz presently serves as President and Chief Executive Officer of Lyniate where under his leadership, since carving out Rhapsody from Orion Health in 2018, Lyniate has been on a steadfast mission to cover the crucial corners in healthcare interoperability. In 2019 it merged with Corepoint Health, and this year it has released two new versions of Rhapsody and another version of Lyniate Corepoint, as well as new products that were not in its portfolio prior to 2021. One of the new products is Lyniate Rapid, which is an API gateway and management tool that helps healthcare systems as well as healthcare IT vendors manage and secure API communications in FHIR and non-FHIR formats. Before taking on this position, Mr. Akyuz was President of Medical Imaging, Workflow, and Care Solutions for McKesson Technology Solutions/Change Healthcare and before joining the McKesson IWS team in 2014, he was President and Chief Executive Officer at Vital Images Inc. and Executive Vice President and Chief Technology Officer at Agfa Healthcare, with oversight of the Medical Imaging Informatics business. Mr. brings more than 20 years of healthcare IT experience to OneMedNet. Mr. Akyuz earned an Executive MBA INSEAD (2007), a Master’s in Computer Science from the Navy Postgraduate School (1997) and a Bachelor’s Degree in Electrical, Electronics and Communications Engineering (1991) from the Naval Academy.

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Eric Casaburi, Director — Eric Casaburi is an experienced entrepreneur and chief executive officer with a successfully demonstrated history of explosive growth in the franchising, health and wellness, food services, and real estate industries including founding and leading RetroFitness from a start-up single-gym business to a $150 Million per year in sales operation while expanding its national footprint. Mr. Casaburi has founded and held positions as chief executive officer for multiple franchise brands each having successful exits with impressive returns for investors and private equity partners. Since 2021, Mr. Casaburi has served as founder and Chief Executive Officer of Serotonin Enterprises LLC, a cutting edge Anti-Aging Health Optimization Franchise that offers a vast service menu covering all aspects of optimal health, appearance and performance. Serotonin Centers have been featured in the Franchise Times as the first franchise of its kind in the United States. Since 2019, Mr. Casaburi has served as the Chair of TIGER 21 Orlando, a group of men and woman who have achieved both success and significance in their lives that helps members build the skill set to successfully transition from focused entrepreneurs to disciplined managers of wealth.

Since 2020, Mr. Casaburi has founded and operated Longevity Brands and since 2016, Mr. Casaburi founded and owns CEVD Holdings, a commercial real estate investment and management company. From 2005 to 2019, Mr. Casaburi founded and ran Fierce Brands (RetroFitness) as Chief Executive Officer and continues as a Board Member, which is a highly successful fitness center business and expanded into a sought-after fitness franchise with annual sales of more than $153 million and more than 150 locations in the first 10 years. Developed all sales, operations, and marketing systems for both the fitness centers and the franchise. Designed and implemented a diversified reoccurring revenue model to improve business health and value. Mr. Casaburi also founded and served as the Chief Executive Officer of Fierce Brands (Lets YO! Yogurt) from 2012-2015, self-serve yogurt and treats restaurant popularized through social media savvy, in which he franchised the business addressmodel and opened 24 restaurants in the first year and led to a successful exit to an industry private equity firm.

Robert Golden, Director — Mr. Robert (Bob) Golden is an accomplished Certified Public Accountant (“CPA”) with more than 30 years of eachexperience. Mr. Golden is currently the Managing Partner of Cohen, Bender & Golden LLP, where he provides consulting, accounting and tax services to middle market businesses and owners since September 2015. Prior to that, from January 2013 to August 2015, Mr. Golden worked at Fenton & Ross Accountancy Corporation and, from September 2004 to December 2012, at Saffer & Flint Accountancy Corporation. From December 1989 to June 2004, Mr. Golden was at Good Swartz Brown & Berns LLP (“GSBB” now CohnReznick), where he served as a partner from 1994 onwards. There, Mr. Golden performed administrative duties, including overseeing the company’s merger negotiations in 2000 and performed financial statement audits, reviews and income tax planning for middle market businesses and owners. While at GSBB and continuing today, Mr. Golden consults with his business clients to assist their entrepreneurial owners to better understand the financial performance of their businesses and to help them improve operational efficiencies and profitability by acting as their outside CFO. Bob also assists with structuring and negotiating financing, compensation planning, investment opportunity review, as well as merger and acquisition activities and works with wealthy families acting in a CFO-type role for their family office activities. After leaving GSBB in 2004, in addition to continuing to provide consulting services to middle-market companies, Bob was the owner and CEO of several companies in the construction and engineering field, coffee and baked goods industries and also syndicated commercial real estate acquisitions.

From September 1984 to December 1989, Mr. Golden was a CPA at Ernst & Young in Los Angeles. Apart from his experience as a CPA, Mr. Golden is currently the Chief Financial Officer of Promo Shop, Inc. & Subsidiaries, a specialty advertising promotional products multi-office distributor based in Los Angeles. Mr. Golden establishes the company’s annual budget among other duties and has been in this role since January 2008. Mr. Golden is also currently the Chief Financial Officer at iKahan Media, Inc., an out of home media company specializing in digital and traditional billboards and advertisement, where he has served since September 2014. Mr. Golden is a member of the following entities or individualsBoard of Directors of Talon International, Inc. (OTCMKTS: TALN), the world’s oldest and largest zipper manufacturer.

In 1984, Mr. Golden received his Bachelor of Science degree in Business Administration from the University of Southern California. Mr. Golden also holds a Certified Public Accountant certification from the California Board of Accountancy, is c/oan Investment Advisor Representative with the SEC and is a Licensed Engineering Contractor with the California Contractors State License Board. We believe Mr. Golden is well-qualified to serve as a member of our board of directors due to his extensive experience as a Certified Public Accountant at numerous firms as well as his experience as an executive officer at multiple companies.

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Dr. Julianne Huh, Director — Dr. Julianne Huh has served as an Independent Director, and a Member of the Audit Committee and Compensation Committee of Data Knights Acquisition Corp.Corp since its IPO on May 11, 2021. Since October 2017, Dr. Huh has been serving as the Director of S&I F&B Management Sdn., Unit G6, FromeBhd. based in Kuala Lumpur, Malaysia, where she manages the overall business, operations and marketing of 2 Ox French Bistro. From June 2016 to August 2017, Dr. Huh served as the Vice President of The Mall of Korea based in Bangkok, Thailand, where she managed projects for business set-up, construction of department stores and nine restaurants. Dr. Huh also managed the overall business, operations and marketing while serving as the Vice President during this time. From November 2013 to June 2016, Dr. Huh served as the Director of Business Park, Manor Road, Frome, United Kingdom, BA11 4FN.

​
(2)
Interests shown consist solelyDevelopment of Founder Shares, classifiedJuna International Ltd based in Shanghai, China and Seoul, Korea, where she oversaw China Business Development in the entertainment and music industry.

From August 2006 to June 2016, Dr. Huh founded the Wonderful World of Learning (WWL) and served as Class B common stock. Such shares are convertible into sharesits General Manager based in Shanghai, where she managed the overall business and operations of the Class A common stock on a one-for-one basis, subjectpreschool, curriculum development and teacher training. From October 2011 to adjustment.

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(3)
Data Knights, LLC, our Sponsor, isMay 2014, Dr. Huh served as the record holderManaging Partner as well as Vice President of Pronovias Korea based in Seoul, Korea, where she launched the wedding dress brand “Pronovias” of the Class B Ordinary Shares reported herein. Barry AndersonSpain flagship store as the sole franchise for the Korean market. Dr. Huh also oversaw and Firdauz Edmin bin Mokhtar may be deemedmanaged operations, marketing, PR and bi-annual buying and merchandising. From September 2009 to beneficially own (withinSeptember 2019, Dr. Huh founded Only Natural Organic Bath Products based in Shanghai, China, where she was in charge of brand development and sales for charity purposes. In May 2005, Dr. Huh received her Doctor of Education (Ed. D) degree at the University of Massachusetts in the U.S. In May 1995, Dr. Huh received her Master of Education (M. Ed) degree from the University of Massachusetts in the U.S. In June 1993, Dr. Huh completed two semesters of courses at the MBA program at the Yonsei University in Seoul, Korea. In February 1991, Dr. Huh received her Bachelor of Arts degree in English Language and Literature from Ewha Women’s University in Seoul, Korea. We believe Dr. Huh is well-qualified to serve as a member of our board of directors due to her experience in global finance, as well as her network of contacts and relationships.

Dr. Thomas Kosasa, Director — Dr. Thomas Kosasa is a renowned Ob/Gyn/Fertility specialist at the Pacific In Vitro Fertilization Institute, and serves on the Board of Trustees of Pan Pacific Surgical and as a professor of reproductive endocrinology at the University of Hawaii, John A. Burns School of Medicine. Dr. Kosasa is a consultant for Maternal and Reproductive Health for the Food and Drug Administration and a past member for the Hawaii State Board of Medical Examiners and the Food and Drug Administration. Dr. Kosasa is a retired Major in the United States Army and was the Chief of Gyn-Surgical Service and the Director of the Infertility Division at Martin Army Hospital in Fort Benning, GA. Dr. Kosasa graduated from Dartmouth College and earned his medical degree at the McGill University School of Medicine. He completed his residency in obstetrics and gynecology and fellowship in reproductive endocrinology at Harvard Medical School in the Boston Hospital for Women, and completed a Reproductive Endocrinology Fellowship at the Peter Bent Brigham Hospital, Harvard Medical School. Dr. Kosasa’s Professional Societies include American College of Obstetricians and Gynecologists, American Fertility Society, Board of Trustees, Pan Pacific Surgical Association, Hawaii Medical Association and Pacific Coast Obstetrical and Gynecological Society.

The Board Diversity Matrix, below, provides the diversity statistics for our Board.

Board Diversity Matrix (As of May 2, 2024)
 
Total Number of Directors: 7
 
  Female Male Non-Binary Did Not Disclose Gender
Gender:
Directors 1 6 – –
Number of Directors Who Identify in Any of the Categories Below:
African American or Black – – – –
Alaskan Native or Native American – – – –
Asian (other than South Asian) 1 2 – –
South Asian – – – –
Hispanic or Latinx – – – –
Native Hawaiian or Pacific Islander – - – –
White – 4 – –
Two or More Races or Ethnicities – – – –
LGBTQ+ –
Persons with Disabilities –

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Disclosure Pursuant to Rule 5605(f)(3) of the Nasdaq Listing Rules

Rule 5605(f)(2) of the Nasdaq Listing Rules requires us, as a smaller reporting company, to have, or explain why we do not have, at least two members of our Board who are “diverse,” as defined by Nasdaq, including at least one diverse director who self-identifies as female.

We acknowledge and support the general principles behind the diversity objectives set forth in Rule 5606(f)(2)(C) of the Nasdaq Listing Rules and pleased to report that OneMedNet complies with Rule 5606(f)(2)(C) of the Nasdaq Listing Rules.

Committees of our Board and Meetings

Meeting Attendance. During the fiscal year ended December 31, 2023, there was one meeting of our Board following the closing, on November 7, 2023, of the Business Combination. No director attended fewer than 75% of the total number of meetings of our Board and of committees of our Board on which he or she served during fiscal 2023. Our Board has adopted a policy under which each member of our Board makes every effort to but is not required to attend each annual meeting of our stockholders.

Audit Committee. Our Audit Committee met once times during the fiscal year ending year ended December 31, 2023, following the closing, on November 7, 2023, of the Business Combination. This committee currently has three (3) members: Robert Golden, as Chairman, Erkan Akyuz, Thomas Kosasa and Dr. Julianne Huh. Our Board has determined that all members of the Audit Committee qualify as independent under the definition promulgated by The Nasdaq Stock Market. In addition, the Board has determined that each of Mr. Bernstein and Mr. Schechter is an “audit committee financial expert” within the meaning of Rule 13d-3 underItem 407(d)(5) of Regulation S-K and has designated each of them to fill that role.

The Audit Committee (a) assists the Exchange Act) securities held by Data Knights, LLC by virtueBoard in fulfilling its oversight of: (i) the quality and integrity of their shared control over Data Knights, LLC. Messrs. Andersonthe Company’s financial statements; (ii) the Company’s compliance with legal and Mokhtar each disclaim any such beneficial ownership exceptregulatory requirements relating to the extentCompany’s financial statements and related disclosures; (iii) the qualifications and independence of their respective pecuniary interest.

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the Company’s independent auditors; and (iv) the performance of the Company’s independent auditors; and (b) prepares any reports that the rules of the SEC require be included in the Company’s annual proxy statement.

The table above does not includeAudit Committee is responsible for the shares underlyingoversight of the private placement warrants underlyingCompany’s financial reporting process on behalf of the Private Placement Units heldBoard and such other matters as specified in the Committee’s charter or as directed by the Board. Our Audit Committee is directly responsible for the appointment, compensation, retention and oversight of the work of any registered public accounting firm engaged by us for the purpose of preparing or issuing an audit report or performing other audit, review or attest services for us (or to nominate the independent registered public accounting firm for stockholder approval), and each such registered public accounting firm must report directly to the Audit Committee. Our Audit Committee must approve in advance all audit, review and attest services and all non-audit services (including, in each case, the engagement and terms thereof) to be heldperformed by our Sponsor because these securities are not exercisable within 60 daysindependent auditors, in accordance with applicable laws, rules and regulations.

A copy of the record date forAudit Committee’s written charter is publicly available on our website at Governance Documents - OneMedNet IR.

Compensation Committee. Our Audit Committee met once times during the Special Meeting.

SHAREHOLDER PROPOSALS
If the Extension Amendment Proposal and the Trust Amendment Approval are approved, we anticipate that the 2023 annual meeting of shareholders will be held no later thanfiscal year ending year ended December 31, 2023.
If2023, following the Extension Amendment Proposalclosing, on November 7, 2023, of the Business Combination. This committee currently has three (3) members: Erkan Akyuz, as Chairman, Dr. Thomas Kosasa and the Trust Amendment Approval are not approved and the Company fails to complete a qualifying business combination on or before November 11, 2022, there will be no annual meeting in 2022.

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TABLE OF CONTENTS​​

HOUSEHOLDING INFORMATION
Unless we have received contrary instructions, we may send a single copy of this Proxy Statement to any household at which two or more shareholders reside if we believe the shareholders areEric Casaburi. Our Board has determined that all members of the same family. This process, knownCompensation Committee qualify as “householding,” reducesindependent under the volume of duplicate information received at any one household and helpsdefinition promulgated by The Nasdaq Stock Market.

The Compensation Committee (i) assists the Board in discharging its responsibilities with respect to reduce our expenses. However, if shareholders prefer to receive multiple sets of our disclosure documents at the same address this year or in future years, the shareholders should follow the instructions described below. Similarly, if an address is shared with another shareholder and together bothcompensation of the shareholders would like to receive only a single set of our disclosure documents,Company’s executive officers and directors, (ii) evaluates the shareholders should follow these instructions:

•
If the shares are registered in the nameperformance of the shareholder, the shareholder should contact Laurel Hill at 855-414-2266 to inform us of his or her request; or
​
•
If a bank, broker or other nominee holds the shares, the shareholder should contact the bank, broker or other nominee directly.
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WHERE YOU CAN FIND MORE INFORMATION
We file reports, proxy statements and other information with the SEC as required by the Exchange Act. You can read the Company’s SEC filings, including this Proxy Statement, over the Internet at the SEC’s website at http://sec.report.
If you would like additional copies of this Proxy Statement or if you have questions about the proposals to be presented at the Special Meeting, you should contact the Company’s proxy solicitation agent at the following address, telephone number and email:
Laurel Hill Advisory Group, LLC
2 Robbins Lane
Jericho, NY 11753
Toll-Free: 855-414-2266
Email: Data Knights@laurelhill.com
If you are a shareholderexecutive officers of the Company, and (iii) administers the Company’s stock and incentive compensation plans and recommends changes in such plans to the Board as needed.

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A copy of the Compensation Committee’s written charter is publicly available on our website at Governance Documents - OneMedNet IR.

Nominating and Corporate Governance Committee. Our Nominating and Corporate Governance Committee did not meet during the fiscal year ending December 31, 2022. This committee currently has two (2) members: Erkan Akyuz, and Robert Golden. Our Board has determined that all members of the Nominating and Corporate Governance Committee qualify as independent under the definition promulgated by The Nasdaq Stock Market.

The Nominating and Corporate Governance Committee assists the Board in (i) identifying qualified individuals to become directors, (ii) determining the composition of the Board and its committees, (iii) developing succession plans for executive officers, (iv) monitoring a process to assess Board effectiveness, and (v) developing and implementing the Company’s corporate governance procedures and policies. The Nominating and Corporate Governance Committee will consider issues of diversity among its members in identifying and considering nominees for director, and strive where appropriate to achieve a diverse balance of backgrounds, perspectives, experience, age, gender, ethnicity and country of citizenship on our Board and its committees.

The Nominating and Corporate Governance Committee considers any timely submitted and qualified director candidates recommended by any security holder entitled to vote in an election of Directors. To date no security holders have made any such recommendations.

The Nominating and Corporate Governance Committee considers candidates recommended by stockholders as well as from other sources such as other directors or officers, third party search firms or other appropriate sources. Once identified, the Nominating and Corporate Governance Committee will evaluate a candidate’s qualifications in accordance with its written charter. Threshold criteria include personal integrity and sound judgment, business and professional skills and experience, independence, knowledge of our industry, conflicts of interest, the extent to which the candidate would likefill a present need on our board of directors, and concern for the long-term interests of our stockholders. Our Nominating and Corporate Governance Committee has not adopted a formal diversity policy in connection with the consideration of director nominations or the selection of nominees. However, the nominating committee will consider issues of diversity among its members in identifying and considering nominees for director, and strive where appropriate to request documents, please do soachieve a diverse balance of backgrounds, perspectives, experience, age, gender, ethnicity and country of citizenship on our board of directors and its committees.

Pursuant to our bylaws, nominations of persons for election to the Board at an annual meeting or at any special meeting of stockholders for the purpose of electing directors may be made by , 2022,or at the direction of the Board, by any nominating committee or person appointed for such purpose by the Board, or by any stockholder of record entitled to vote for the election of directors at the meeting who complies with the following notice procedures. Such nominations, other than those made by, or at the direction of, or under the authority of the Board, shall be made pursuant to timely notice in writing to the Secretary of the Company by a stockholder of record at such time. To be timely, a stockholder’s notice must be delivered to or mailed and received at the principal executive offices of the Company (a) in the case of an annual meeting, not less than 90 nor more than 120 days prior to the one-year anniversary of the date of the annual meeting of the previous year; provided, however, that if the annual meeting is called for a date that is not within 30 days before or after such anniversary date, notice by the stockholder in order to be timely must be so received no earlier than 120 days prior to such annual meeting and not later than the close of business on the tenth day following the day on which notice of the date of the annual meeting was mailed or public disclosure of the date of the annual meeting was made, whichever first occurs; and (b) in the case of a special meeting of stockholders for the purpose of electing directors, not earlier than 120 days prior to such special meeting and not later than the close of business on the tenth day following the day on which notice of the date of the special meeting was mailed or public disclosure of the date of the special meeting was made, whichever first occurs. Such stockholder’s notice to the Secretary must set forth (a) as to each person whom the stockholder proposes to nominate for election or re-election as a director, (i) the name, age, business address and residence address of the person, (ii) the principal occupation or employment of the person, (iii) the class and number of shares of capital stock of the Company, if any, which are beneficially owned by the person and (iv) any other information relating to the person that is required to be disclosed in solicitations for proxies for election of directors pursuant to Regulation 14A under the Exchange Act or other applicable law; and (b) as to the stockholder giving the notice (i) the name and record address of the stockholder and (ii) the class and number of shares of capital stock of the Company which are beneficially owned by the stockholder.

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The chairman of the meeting may, if the facts warrant, determine and declare to the meeting that a nomination was not made in accordance with the foregoing procedures, and the defective nomination will be disregarded.

A copy of the Nominating and Corporate Governance Committee’s written charter, including its appendices, is publicly available on our website at Governance Documents - OneMedNet IR.

Compensation Committee Interlocks and Insider Participation.

The Compensation Committee consists of Erkan Akyuz, Robert Golden and Dr. Julianne Huh. No member of the Compensation Committee has been an officer or employee of the Company. None of our executive officers serves on the Board or compensation committee of a company that has an executive officer that serves on our Board or Compensation Committee.

Board Leadership Structure and Role in Risk Oversight

Our Board has responsibility for establishing broad corporate policies and reviewing our overall performance rather than day-to-day operations. The primary responsibility of our Board is to oversee our management and, in doing so, serve our best interests and the best interests of our stockholders. Our Board selects, evaluates and provides for the succession of executive officers and, subject to stockholder election, directors. It reviews and approves corporate objectives and strategies, and evaluates significant policies and proposed major commitments of corporate resources. Our Board also participates in decisions that have a potential major economic impact on us. Management keeps the directors informed of company activity through regular communication, including written reports and presentations at Board and committee meetings.

Our corporate governance practices do not indicate a particular board structure, and our Board has the flexibility to select its chair and our chief executive officer in the manner that it believes is in the best interests of our stockholders. Accordingly, the positions of Chair and the Chief Executive Officer may be filled by either one individual or two individuals. The Board has elected to separate the positions of Chair and Chief Executive Officer.

Effective risk oversight is an important priority of the Board. Because risks are considered in virtually every business decision, the Board discusses risk throughout the year generally or in connection with specific proposed actions. The Board’s approach to risk oversight includes understanding the critical risks in our business and strategy, evaluating our risk management processes, allocating responsibilities for risk oversight among the full Board, and fostering an appropriate culture of integrity and compliance with legal responsibilities.

Our officers are appointed by our Board and hold office until they resign or are removed from office by the Board. Mr. Silverman, Mr. Singer, Mr. Bernstein and Mr. Schechter qualify as independent directors.

Stockholder Communications to our Board

Stockholders who have questions or concerns should contact our Investor Relations team at 800-811-559. However, any stockholders who wish to address questions regarding our business directly with our Board, or any individual director, should direct his or her questions in writing to the Chairman of our Board at 1185 Avenue of the Americas, 3rd Floor, New York, NY 10036, or via e-mail at ir@synaptogen.com. Communications will be distributed to our Board, or to any individual director or directors as appropriate, depending on the facts and circumstances outlined in the communications. Items that are unrelated to the duties and responsibilities of our Board may be excluded, such as:

●junk mail and mass mailings;
●resumes and other forms of job inquiries;
●surveys; and
●solicitations or advertisements.

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In addition, any material that is unduly hostile, threatening, or illegal in nature may be excluded, in which case it will be made available to any outside director upon request.

Hedging Policy

The Company has a policy that prohibits executives and directors from engaging in any transaction in which they may profit from short-term speculative swings in the value of the Company’s securities. This includes “short sales” (selling borrowed securities that the seller hopes can be purchased at a lower price in the future) or “short sales against the box” (selling owned, but not delivered securities), and “put” and “call” options.

Our Insider Trading Policy provides that no employee, officer or director may acquire, sell or trade in any interest or position relating to the future price of Company securities, such as a put option, a call option or a short sale (including a short sale “against the box”), or engage in hedging transactions (including “cashless collars”).

Executive Officers

The following table sets forth certain information as of May 2, 2024 regarding our executive officer who is not also a director.

NameAgePosition
Lisa Embree53Chief Financial Officer, Vice President — Finance

Lisa Embree — Chief Financial Officer, Executive Vice President, Treasurer and Secretary— Ms. Embree is a Certified Professional Accountant with 18 years of senior-level business experience. During this time, she has gained very strong and impactful business competencies within administrative & financial management, financial accountability, and communication & strategic partnerships. Previous to OneMedNet, she was the Director of Finance for Equicare Health, and an Accounting Manager with Haemonetics Corporation (NYSE: HAE). Lisa has a Bachelor of Science (BSc) from Simon Fraser University, Business Administration (BA) from British Columbia Institute of Technology, and is a member of the Certified Public Accountants of Canada.

EXECUTIVE OFFICER AND DIRECTOR COMPENSATION

Summary Compensation Table

The following table sets forth information concerning the total compensation paid or accrued by OneMedNet Corporation including as our predecessor company (“OneMedNet Sub”), (i) all individuals that served as our principal executive officer or acted in a similar capacity for us at any time during the fiscal year ended December 31, 2023; (ii) the two most highly compensated executive officers other than the principal executive officer who were serving as executive officers at December 31, 2023; and (iii) up to two additional individuals for whom disclosure would have been required pursuant to clause (ii) above but for the fact that the individual was not serving as an executive officer at December 31, 2023 (collectively, the “named executive officers”).

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The Compensation Committee of the Board is responsible for determining executive compensation.

Name and

Principal Position

 Year  Salary ($)  Contract Income  RUS $  Stock Options ($)  Bonus ($)  All Other Comp  Total 
                         
Paul Casey(1)  2024  $48,000      $31,950  $147,000          $226,950 
   2023  $144,000          $25,000          $169,000 
   2022  $84,545  $60,000              $441,000  $585,545 
   2021  $0                         
   2020  $0                         
                                 
Aaron Green(2)  2024  $116,667      $173,950      $106,435      $397,052 
   2023  $58,333                      $58,333 
                                

Doug Arent(3)

  2023  $173,590          $0          $173,590 
   2022  $161,200          $10,000      $46,473  $217,673 
   2021  $155,000          $10,000          $165,000 
   2020  $109,792          $100,000          $209,792 
                                 

Saurabh Mathur(4)

  2022  $218,750          $100,000  $5,000      $323,750 
   2021  $0                         
   2020  $0                         
   2019  $0                         
                                 
Joe Walsh(5)  2023  $176,513          $0          $176,513 
   2022  $137,500          $225,000          $362,500 
      $0                         
                                 
David Gascoigne(6)  2023  $18,750          $0          $18,750 
   2022  $110,455              $132,267      $242,721 
                                 
Lisa Embree(7)  2024  $75,000      $93,484              $168,484 
   2023  $225,000          $0  $50,000      $275,000 
   2022  $106,250  $27,231      $30,000          $163,481 
                                 
Debra Reinhart(8)  2023  $220,074          $0          $220,074 
   2022  $163,000          $54,000  $29,000      $246,000 
   2021  $134,000          $25,000          $159,000 
   2020  $122,667  $15,050      $50,000          $187,717 
   2019      $109,130                     
                                 
   TOTALS                       Warrants     
   2023              $25,000             
   2022              $   419,000      $411,000     
   2021              $35,000             
   2020              $150,000             
   2019              $0             

(1)Paul Casey served as a consultant to the Company from January 2022 through May 31, 2022. Mr. Casey served as an employee effective June 1, 2022 through his retirement on March 29, 2024, which terminated his employment as of that date. Mr. Casey’s RSUs totaling 45,000 vest on December 31, 2024 at $0.71 grant date price.
(2)Aaron Green employment commenced in May 2023. Mr. Green’s 2024 bonus was approved but is not yet paid. RSUs totaling 200,000 vest in May 2024, and 45,000 RSUs vest December 31, 2024 at $0.71 grant date price.
(3) Doug Arent’s employment terminated on October 4, 2023.
(4)Saurabh Mathur employment commenced January 17, 2022 and terminated on October 31, 2022.
(5)Joe Walsh’s start date was July 16, 2022 and his employment terminated on July 14, 2023.
(6)David Gascoigne start date was September 12, 2022 and his employment terminated on January 18, 2023.
(7)Lisa Embree served as a consultant commencing January 2022 through April 15, 2022 and has served as an employee since April 16, 2022. Ms. Embree’s RSUs will vest December 31, 2024 at $0.71 grant date price.
(8)Debra Reinhart served as a consultant commencing November 14, 2018 to February 2, 2020 and her employment commenced February 3, 2020 and her employment terminated on October 4, 2023.

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Executive Employment Arrangements

In connection with the Closing of the Business Combination, the Company has entered into employment agreements (the “Employment Agreements”) with executive officers: Aaron Green, Lisa Embree, and Paul Casey (Chief Executive Officer). The Employment Agreements provide for at-will employment that may be terminated by the Company with or without cause, by the executive with or without good reason, or mutually terminated by the parties.

The Employment Agreement for Mr. Green provides for $350,000 annual salary, eligibility to receive theman annual cash performance bonus of $175,000 upon his achievement of the performance goals set by the Company’s CEO and Board of Directors, and eligibility to receive 600,000 of the Company’s outstanding shares at closing, as part of the Company’s Restricted Stock Unit Plan, subject to the approval of the Company’s Board of Directors. In the event that his employment is terminated by the Company without Cause (as defined in the Employment Agreement), or is terminated by Mr. Green for Good Reason (as defined in the Employment Agreement), after six months of employment, and he signs and does not revoke a standard release of claims with the Company in a form reasonably satisfactory to the Company’s Board of Directors (a “Release”), which Release becomes irrevocable no later than sixty (60) days (the “Release Deadline”), after the date of his termination of employment (the “Termination Date”) he will be entitled to the following severance payment, as follows: (a) if the Termination Date is after six (6) months’ of employment, but before he has completed 12 months’ of employment, he will receive three (3) months’ salary; and (b) if the Termination Date is after 12 months’ employment he will receive six (6) months’ salary. If the Release does not become effective and irrevocable by the Release Deadline, he will forfeit any right to severance.

The Employment Agreement for Ms. Embree provides for $225,000 annual salary, eligibility to receive an annual cash performance bonus of twenty-five percent (25%) of her annual salary upon her achievement of the performance goals set by the Company’s CEO and Board of Directors, and eligibility to receive 260,000 of the Company’s outstanding shares, as part of the Company’s Restricted Stock Unit Plan, subject to the approval of the Company’s Board of Directors. In the event that her employment with the Company is terminated by the Company without Cause (as defined in the Employment Agreement) or is terminated by Ms. Embree for Good Reason (as defined in the Employment Agreement) she will receive six (6) months’ salary as a Severance Payment.

The Employment Agreement for Mr. Casey provides for $144,000 annual salary, eligible to receive 147,000 shares of stock upon the successful fundraising of an amount equal to or greater than $5,000,000 and, as part of the Company’s Restricted Stock Unit Plan, further equity will be rewarded to Mr. Casey subject to the approval of the Company’s Board of Directors. On March 27, 2024, Paul J. Casey, Chief, Chief Executive Officer of the Company, notified the Company of his intention to retire as Chief Executive Officer of the Company effective March 29, 2024. Mr. Casey continues to serve as a member of the Board of the Company. In connection with Mr. Casey’s service on the Advisory Board of the Company, the Board approved a Stock Option Grant providing for the grant of 147,000 five-year options exercisable at $1.00 per share adviser to Mr. Casey.

2022 Equity Incentive Plan

In connection with the closing of the Business Combination, Data Knights’ shareholders approved the 2022 Equity Incentive Plan (the “Plan”). The purpose of the Plan is to allow non-employee directors and selected employees, officers and consultants (“Grantees”) to acquire equity ownership in the Company, thereby strengthening their commitment to the Company’s success and incentivizing their efforts on behalf of the Company. The Plan is also intended to assist the Company in attracting new employees and Board members and retaining existing ones. Finally, the Plan supports and increases our ability to facilitate the sustained progress, growth and profitability of the Company.

The Compensation Committee of our Board (the “Committee”) administers the Plan and has full power to grant stock options and common stock, construe and interpret the Plan, establish rules and regulations and perform all other acts, including the delegation of administrative responsibilities, as it believes reasonable and proper. Any decision made or action taken by the Committee arising out of or in connection with the interpretation and administration of the Plan will be final and conclusive. The Committee, in its absolute discretion, may award common stock to employees, consultants, and directors of the Company, and such other persons as the Committee may select, and permit holders of options to exercise such options prior to full vesting.

In the event that our outstanding common stock is changed into or exchanged for a different number or kind of shares or other securities of the Company by reason of merger, consolidation, other reorganization, recapitalization, combination of shares, stock split-up or stock dividend, equitable adjustment will be made to the aggregate number and kind of shares subject to stock options which may be granted under the Plan.

The Committee may at any time, and from time to time, suspend or terminate the Plan in whole or in part or amend it from time to time in such respects as it may deem appropriate and in our best interest.

Director Compensation

OneMedNet reimburses all of its directors for all reasonable out-of-pocket expenses incurred in connection with their attendance at meetings of the Board. On April 19, 2025, the Compensation Committee of the Board adopted a director compensation policy (the “Director Compensation Policy”). The Director Compensation Policy provides for the annual automatic grant of 45,000 shares of OneMedNet’s common stock to each of OneMedNet’s directors for each full year of service. Such grants will occur annually at year end on the one-year anniversary thereafter. No compensation was paid to our Board for services through December 31, 2023 following the closing of the Business Combination.

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ISSUANCE PROPOSAL

(Notice Item 1)

Background and Description of Proposal

Financing Transaction

On March 28, 2024, OneMedNet Corporation (the “Company”) entered into a definitive securities purchase agreement (the “Securities Purchase Agreement”) with Helena Global Investment Opportunities 1 Ltd. (the “Investor”), an affiliate of Helena Partners Inc., a Cayman-Islands based advisor and investor providing for up to USD$4.54 million in funding through a private placement for the issuance of senior secured convertible notes (the “Notes”). In connection with the issuance of the Notes, the Company will issue to the Investor common stock purchase warrants (the “Warrants”) across multiple tranches (the “Tranches”) consisting of an initial tranche (the “Initial Tranche”) of (i) an aggregate principal amount $2,000,000.00 and including an original issue discount (“OID”) of up to an aggregate of $300,000.00 plus Warrants to purchase a number of shares of Common Stock equal to the applicable Warrant Share Amounts (defined below). The second tranche (the “Second Tranche”) consists of an aggregate principal amount of Notes of up to $350,000.00 and including an OID of up to $52,500.00 and Warrants to purchase a number of shares of Common Stock equal to the applicable Warrant Share Amounts with respect to such Tranche. The Securities Purchase Agreement contemplates three subsequent Tranches each of which shall be in an aggregate principal amount of Notes of up to $1,000,000 each and each including an OID of 15.0% of the applicable principal amount, and Warrants to purchase a number of shares of Common Stock equal to the applicable Warrant Share Amounts with respect to such Tranches.

Rule 5635 of the Rules of the Nasdaq Stock Market requires that a listed company seek shareholder approval in certain circumstances, including, prior to the issuance, in a transaction other than a public offering, of more than 20% of the company’s outstanding common stock or voting power outstanding before the Special Meeting. If you request any documents from us, we will mail them to you by first class mail, or another equally prompt means.


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ANNEX A
THE PROPOSED
FIRST AMENDMENT TO THE SECOND AMENDED AND RESTATED ARTICLES
OF ASSOCIATION OF
DATA KNIGHTS ACQUISITION CORP.
DATA KNIGHTS ACQUISITION CORP,issuance, at a corporation (the “Corporation”) organized and existing underprice that is less than the General Corporation LawMinimum Price (as defined in Rule 5635 of the State of Delaware (the “DGCL”), does hereby certify:
1. The nameRules of the Corporation is Data Knights Acquisition Corp. The Corporation’s CertificateNasdaq Stock Market). In connection with the Offering, we agreed to seek approval of Incorporation was filed inour stockholders for the officeissuance of the Secretary of State of the State of Delawarecommon stock pursuant to the DGCL on February 8, 2021 (the “Original Certificate”).
2. An AmendedNotes and Restated CertificateWarrants under the Securities Purchase Agreement, consisting of Incorporationup to 10,969,225 shares of common stock potentially to be issued to Helena Global Investment Opportunities 1 Ltd. representing up to (a) 7,312,817 shares of common stock upon conversion of up to $4,547,500 of funding to the Company pursuant to the Securities Purchase Agreement and convertible promissory notes dated March 28, 2024, and (b) 3,656,408 shares underlying 3,656,408 warrants related to the financing and the percentage ownership assumes conversion of the notes and exercise of the warrants.

Reasons for the Common Stock Financing

As of December 31, 2023, our cash and cash equivalents were approximately $0.5 million. In January 2024, our Board determined that it was filednecessary to raise additional funds for general corporate purposes.

We believe that the Offering was necessary in light of the Company’s cash and funding requirements at the time. In addition, at the time of the Offering, our Board considered numerous other alternatives to the transaction, none of which proved to be feasible or, in the officeopinion of our Board, would have resulted in aggregate terms equivalent to, or more favorable than, the terms obtained in the Offering.

Securities Purchase Agreement

On March 28, 2024, OneMedNet Corporation (the “Company”) entered into a definitive securities purchase agreement (the “Securities Purchase Agreement”) with Helena Global Investment Opportunities 1 Ltd. (the “Investor”), an affiliate of Helena Partners Inc., a Cayman-Islands based advisor and investor providing for up to USD$4.54 million in funding through a private placement for the issuance of senior secured convertible notes (the “Notes”). In connection with the issuance of the SecretaryNotes, the Company will issue to the Investor common stock purchase warrants (the “Warrants”) across multiple tranches (the “Tranches”) consisting of Statean initial tranche (the “Initial Tranche”) of (i) an aggregate principal amount $2,000,000.00 and including an original issue discount (“OID”) of up to an aggregate of $300,000.00 plus Warrants to purchase a number of shares of Common Stock equal to the applicable Warrant Share Amounts (defined below). The second tranche (the “Second Tranche”) consists of an aggregate principal amount of Notes of up to $350,000.00 and including an OID of up to $52,500.00 and Warrants to purchase a number of shares of Common Stock equal to the applicable Warrant Share Amounts with respect to such Tranche. The Securities Purchase Agreement contemplates three subsequent Tranches each of which shall be in an aggregate principal amount of Notes of up to $1,000,000 each and each including an OID of 15.0% of the Stateapplicable principal amount, and Warrants to purchase a number of Delawareshares of Common Stock equal to the applicable Warrant Share Amounts with respect to such Tranches.

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The purchase price of a Note and its accompanying Warrant shall be computed by subtracting the portion of the OID represented by that such Note from the portion of the principal amount represented by such Note (a “Purchase Price”). The Securities Purchase Agreement defines Warrant Share Amounts means in respect of any Warrant issued in a Closing the initial amount of shares of Common Stock (the “Warrant Shares”) for which such Warrant may be exercised and which shall be equal to the applicable principal amount of the Note issued to the Investor in such closing multiplied by 50% and divided by the 95% of lowest VWAP over the ten Trading Day period immediately preceding the applicable Closing Date.

In connection with the closings of each Tranche, a portion of the proceeds will be held in escrow (the “Escrow”) pursuant to an executed Escrow Agreement dated as of March 28, 2024 in accordance with the following: (i) $1,350,000.00 of the net proceeds of the Initial Tranche will be paid into the Escrow Account for distribution in accordance with the release of proceeds conditions (the “Release Conditions” discussed below), with the balance of the net proceeds paid to the Company less initial closing expenses relating to such Initial Tranche; (ii) 100% of the net proceeds of the Third Tranche shall be paid into the Escrow Account for distribution in accordance with the Release Conditions; and (iii) 75% of the net proceeds of the Third Tranche shall be paid into the Escrow Account for distribution in accordance with the Release Conditions with the balance of the net proceeds of the Third Tranche being paid to the Company less initial closing expenses relating to such Third Tranche.

To the extent the number of shares of Common Stock issued in connection with the Offering is greater than anticipated, the market price of our Common Stock could decline further.

The Securities Purchase Agreement obligates us to indemnify the Investors and various related parties for certain losses including those resulting from (i) any misrepresentation or breach of any representation or warranty made by us, (ii) any breach of any obligation of ours, and (iii) certain claims by third parties.

The Securities Purchase Agreement contains representations and warranties of us and the Investors, which are typical for transactions of this type. In addition, the Securities Purchase Agreement contains customary covenants on our part that are typical for transactions of this type. Also in connection with the Securities Purchase Agreement, the Company and the Investor also entered into a Registration Rights Agreement, dated as of March 28, 2024 (the “RRA”), providing for the registration of the Note shares (the “Note Conversion Shares”) and the Warrant Shares (the “Registerable Securities”).

The Securities Purchase Agreement also contains the obligation on the Company to seek the approval of the holders of the requisite number of the outstanding shares of Common Stock to ratify and approve the issuance of shares of Common Stock issued and potentially issuable to the investor thereunder, all as may be required by the applicable rules and regulations of Nasdaq. This Issuance Proposal is intended to fulfill this final covenant. The special meeting is being held and this Issuance Proposal is being submitted to our stockholders in order to achieve Nasdaq stockholder approval.

Warrants

The following is a brief summary of certain terms and conditions of the Warrants in the Offering:

Exercise Price - The warrants offered hereby will have an exercise price of $ 0.682 per share. The warrants will be immediately exercisable and may be exercised at any time on or after the initial exercise date and on or before the five-year anniversary of the date of issuance.

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Exercisability - The warrants will be exercisable, at the option of each holder, in whole or in part, by delivering to us a duly executed exercise notice accompanied by payment in full for the number of shares of our Common Stock purchased upon such exercise (except in the case of a cashless exercise as discussed below). A holder (together with its affiliates) may not exercise any portion of such holder’s warrants to the extent that the holder would own more than 4.99% (or 9.99%, at the holder’s election) of our outstanding Common Stock immediately after exercise, except that upon notice from the holder to us, the holder may decrease or increase the limitation of ownership of outstanding stock after exercising the holder’s warrants up to 9.99% of the number of shares of our Common Stock outstanding immediately after giving effect to the exercise, as such percentage ownership is determined in accordance with the terms of the warrants, provided that any increase in such limitation shall not be effective until 61 days following notice to us.

Transferability - A warrant may be transferred at the option of the holder upon surrender of the warrant to us together with the appropriate instruments of transfer.

Fractional Shares - No fractional shares of Common Stock will be issued upon the exercise of the warrants. Rather, the number of shares of Common Stock to be issued will, at our election, either be rounded up to the nearest whole number or we will pay a cash adjustment in respect of such final fraction in an amount equal to such fraction multiplied by the exercise price.

Rights as a Shareholder - Except as otherwise provided in the warrants or by virtue of the holders’ ownership of shares of our Common Stock, the holders of warrants do not have the rights or privileges of holders of our Common Stock, including any voting rights, until such warrant holders exercise their warrants.

Waivers and Amendments - No term of the warrants may be amended or waived without the written consent of the holder of such warrant.

Registration Rights Agreement

In connection with the Securities Purchase Agreement, the Company and the Investor also entered into a Registration Rights Agreement, dated as of March 28, 2024 (the “RRA”), providing for the registration of the Note shares (the “Note Conversion Shares”) and the Warrant Shares (the “Registerable Securities”). The Company has agreed to prepare and file a registration statement (the “Registration Statement”) with the SEC promptly, and in any event within 30 days of the closing of the private placement, which filing occurred on April 17, 2024, which is subject to amendment in response to the SEC’s comments.

The Company has granted the investor customary indemnification rights in connection with the Registration Rights Agreement. The Investors have also granted the Company customary indemnification rights in connection with the Registration Statement.

The securities to be issued pursuant to the Securities Purchase Agreement was made pursuant to a private placement in reliance on the exemption from registration provided by Section 3(a)(9) of the Securities Act of 1933, as amended (the “Securities Act”), as promulgated by the Securities and Exchange Commission under the Securities Act.

In connection with the Offering, pursuant to an engagement letter between EF Hutton LLC (the “Placement Agent”) and us, the Placement Agent is entitled to a cash fee equal to 7% of the gross proceeds from any sale of securities in the Offering.

Effect of Issuance of Securities

In connection with the Offering, we agreed to seek approval of our stockholders for the issuance of the Note Conversion Shares and the Warrant Shares. The potential issuance of the Note Conversion Shares and the Warrant Shares would result in an increase in the number of shares of common stock outstanding, and our stockholders will incur dilution of their percentage ownership to the extent that the investors convert their Note or exercise their Warrants. Because of the uncertainty of whether to the extent that the investors convert their Note or exercise their Warrants, the exact magnitude of the dilutive effect of the Note Conversion Shares and the Warrant Shares cannot be conclusively determined. However, the dilutive effect may be material to our current stockholders.

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Proposal to Approve Financing Transaction

Nasdaq Listing Rule 5635(d) requires us to obtain stockholder approval prior to the issuance of securities in connection with a transaction other than a public offering involving (i) the sale, issuance or potential issuance by us of our common stock (or securities convertible into or exercisable for our common stock) at a price less than the greater of book or market value which equals 20% or more of common stock or 20% or more of the voting power outstanding before the issuance; or (ii) the sale, issuance or potential issuance by us of our common stock (or securities convertible into or exercisable for our common stock) equal to 20% or more of the common stock or 20% or more of the voting power outstanding before the issuance for less than the greater of book or market value of the stock. In the case of the Offering, the 20% threshold is determined based on the shares of our common stock outstanding immediately preceding the Offering, which we signed on March 8, 2021 (the “28, 2024.

Prior to closing the Offering, we had 23,850,010 shares of common stockAmended outstanding. Therefore, the potential issuance of the Note Conversion Shares and Restated Certificatethe Warrant Shares would have constituted greater than 20% of Incorporationthe shares of common stock outstanding prior to giving effect to the financing. We are seeking stockholder approval under Nasdaq Rule 5635(d) for the sale, issuance or potential issuance by us of our common stock (or securities convertible into or exercisable for our common stock) in excess of 20% of the shares of common stock outstanding on the original date of entry into the Securities Purchase Agreement.”). A Second Amended

Effectively, stockholder approval of this Issuance Proposal is one of the conditions for us to receive up to an additional approximately $ 2.5 million upon the exercise of the Warrants, if exercised for cash. Loss of these potential funds could jeopardize our ability to execute our business plan.

We have no control over whether the holders of the Notes convert to Common Stock or whether the Warrant holders exercise their Warrants. For these reasons, we are unable to accurately forecast or predict with any certainty the total amount of the Note Conversion Shares and Restated Certificatethe Warrant Shares that may be issued. Under certain circumstances, however, it is possible, that we may have to issue more than 20% of Incorporation was filedour outstanding shares of common stock under the terms of the Offering. Therefore, we are seeking stockholder approval under this proposal to issue more than 20% of our outstanding shares of common stock, if necessary, to the holders of the Note and Warrants under the terms of the Offering.

Any transaction requiring approval by our stockholders under Nasdaq Listing Rule 5635(d) would likely result in a significant increase in the officenumber of shares of our common stock outstanding, and, as a result, our current stockholders will own a smaller percentage of our outstanding shares of common stock.

Future issuances of securities in connection with the Offering, if any, may cause a significant reduction in the percentage interests of our current stockholders in the voting power, any liquidation value, our book and market value, and in any future earnings. Further, the issuance or resale of common stock issued to the holders of the Secretary of StateNote and Warrants under the terms of the StateOffering could cause the market price of Delaware on April 6, 2021 (the “Second Amendmentour common stock to decline. In addition to the Amendedforegoing, the increase in the number of issued shares of common stock in connection with the Offering may have an incidental anti-takeover effect in that additional shares could be used to dilute the stock ownership of parties seeking to obtain control of us. The increased number of issued shares could discourage the possibility of, or render more difficult, certain mergers, tender offers, proxy contests or other change of control or ownership transactions.

Under the Nasdaq Listing Rules, we are not permitted (without risk of delisting) to undertake a transaction that could result in a change in control of us without seeking and Restated Certificateobtaining separate stockholder approval. We are not required to obtain stockholder approval for the Offering under Nasdaq Listing Rule 5635(b) because the holders of Incorporationthe Note and Warrants, under the terms of the Offering, have agreed that, for so long as they hold any shares of our common stock, neither they nor any of their affiliates will acquire shares of our common stock which result in them and their affiliates, collectively, beneficially owning or controlling more than 4.99% (which percentage can be increased to 9.99%) of the total outstanding shares of our common stock.

Consequences of Not Approving this Proposal”).

3. This Amendment

After extensive efforts to raise capital on more favorable terms, we believed that the Offering was the only viable financing alternative available to us at the time. If our stockholders do not approve this proposal, we will not be able to issue more than 20% of our outstanding shares of common stock to the Second Amendedholders of the Note and Restated CertificateWarrants in connection with the Offering. We do not anticipate having sufficient funds to make any substantial cash payments to the holders of Incorporation was duly adopted bythe Notes.

Vote Required and Board’s Recommendation

Nasdaq Listing Rule 5635(d) requires us to obtain stockholder approval prior to issuing more than 20% of our outstanding shares of common stock under the Offering. The approval of this Issuance Proposal requires the affirmative vote of the holders of 65%a majority of the stock entitledtotal votes cast in person or by proxy at the special meeting. Abstentions will be treated as votes against this proposal. Brokerage firms do not have authority to vote atcustomers’ unvoted shares held by the firms in street name on this proposal. As a result, any shares not voted by a customer will be treated as a broker non-vote. Such broker non-votes will have no effect on the results of this vote.

THE BOARD RECOMMENDS A VOTE TO APPROVE THE ISSUANCE OF SHARES OF OUR COMMON STOCK UNDERLYING THE NOTWS AND WARRANTS, IN AN AMOUNT EQUAL TO OR IN EXCESS OF 20% OF OUR COMMON STOCK OUTSTANDING BEFORE THE ISSUANCE OF SUCH NOTES AND WARRANTS, IN SATISFACTION OF THE NASDAQ LISTING RULE 5635(D), AND PROXIES SOLICITED BY THE BOARD WILL BE VOTED IN FAVOR OF THE PROPOSAL UNLESS A STOCKHOLDER INDICATES OTHERWISE ON THE PROXY.

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PROPOSAL NO. 2

ELECTION OF DIRECTORS

On March 29, 2024, our Board accepted the recommendation of the Nominating and Corporate Governance Committee and voted to nominate Mr. Aaron Green to fill the vacancy created by the retirement of R. Scott Holbrook for a term of three years to serve until the 2026 annual meeting of stockholders, and his respective successor has been elected and qualified.

Our Board is divided into three classes for purposes of election. One class is elected at each annual meeting of stockholders to serve for a three-year term. Our Board consists of eight members classified into three classes as follows: (1) Erkan Akyuz, Paul Casey, and Robert Golden constitute the Class I directors and their current term will expire at the 2024 annual meeting of stockholders; (2) Eric Casaburi, Dr. Julianne Huh and Dr. Thomas Kosasa constitute the Class II directors and their current term will expire at the 2025 annual meeting of stockholders, and (3) Dr. Jeffrey Yu and Aaron Green constitute the Class III directors and their current term expires at the 2026 annual meeting of stockholders.

Our Board has voted to nominate Erkan Akyuz, and Robert Golden for election at the annual meeting for a term of three years to serve until the 2027 annual meeting of stockholders, and until their respective successors are elected and qualified.

Unless authority to vote for any of these nominees is withheld, the shares represented by the enclosed proxy will be voted FOR the election of Erkan Akyuz, Paul Casey, and Robert Golde. as directors. In the event that either nominee becomes unable or unwilling to serve, the shares represented by the enclosed proxy will be voted for the election of such other person as our Board may recommend in that nominee’s place. We have no reason to believe that either nominee will be unable or unwilling to serve as a director. A plurality of the shares voted for each nominee at the annual meeting is required to elect each nominee as a director.

THE BOARD RECOMMENDS THE ELECTION OF ERKAN AKYUZ, PAUL CASEY, AND ROBERT GOLDEN AS DIRECTORS, AND PROXIES SOLICITED BY THE BOARD WILL BE VOTED IN FAVOR THEREOF UNLESS A STOCKHOLDER HAS INDICATED OTHERWISE ON THE PROXY.

OTHER MATTERS

Our Board knows of no other business that will be presented to the special meeting. If any other business is properly brought before the special meeting, proxies will be voted in accordance with the provisions of Section 242judgment of the DGCL.

4. The textpersons named therein.

STOCKHOLDER PROPOSALS AND NOMINATIONS FOR DIRECTOR

To be considered for inclusion in the proxy statement relating to our 2024 annual meeting of Section 9.2(d) of Article IX is hereby amended and restated to read in full as follows:

In the event that the Corporation has not consummated an initial Business Combination within 18 months, subject to nine one-month extensions from the closing of the initial public offering of the units provided that,stockholders pursuant to Rule 14a-8 under the terms of our amended charter and our amended trust agreement, the Corporation deposits into the Trust Account an additional $0.0333 per unit, for each month extended, in the Corporation’s sole discretion whether to exercise one or more extensions provided that the Corporation will not exercise an extension at such time that the redemptions of shares of Class A Common Stock by the Corporation’s Public Stockholders causes the Corporation to have lessExchange Act, we must receive stockholder proposals no later than $5,000,001 of net tangible assets (the “Combination Period”), the Corporation shall (i) cease all operations exceptMay 29, 2024. All stockholder proposals should be marked for the purposeattention of winding up, (ii) as promptly as reasonably possible but not more than ten business days thereafter subject to lawfully available funds therefor, redeem 100% of the Offering Shares in consideration of a per-share price, payable in cash, equal to the quotient obtained by dividing (A) the aggregate amount then on deposit in the Trust Account, including interest not previously released to theSecretary, OneMedNet Corporation, to pay its taxes (and up to $100,000 of interest to pay dissolution expenses), by (B) the total number of then issued and outstanding Offering Shares, which redemption will completely extinguish rights of the Public Stockholders (including the right to receive further liquidating distributions, if any), subject to applicable law, and (iii) as promptly as reasonably possible following such redemption, subject to the approval of the remaining stockholders and the Board in accordance with applicable law, dissolve and liquidate, subject in each case to the Corporation’s obligations under the DGCL to provide for claims of creditors and other requirements of applicable law.
5. This Amendment was duly adopted in accordance with the provisions of Section 242 of the DGCL by written consent of stockholders holding the requisite number of shares required by statute given in accordance with and pursuant to Section 228 of the DGCL.

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IN WITNESS WHEREOF, Data Knights Acquisition Corp has caused this Amendment to the Second Amended and Restated Certificate to be duly executed in its name and on its behalf by an authorized officer as of this        day of             2022.
DATA KNIGHTS ACQUISITION CORP.
By    ​
Name:  Barry Anderson
Title:    Chief Executive Officer

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ANNEX B
FORM OF AMENDMENT NO. 1 TO INVESTMENT MANAGEMENT TRUST AGREEMENT
THIS AMENDMENT NO. 1 TO THE INVESTMENT MANAGEMENT TRUST AGREEMENT (this “Amendment”) is made as of [•], 2022, by and between6385 Old Shady Oak Road, Suite 250 Eden Prairie, MN 55344.

Our predecessor entity, Data Knights Acquisition Corp., a Delaware corporation (the “Company”), and Continental Stock Transfer & Trust Company, a New York corporation (the “Trustee”). Capitalized terms containedheld its 2023 annual meeting on October 18, 2023. To comply with the SEC’s universal proxy rules, stockholders who intend to solicit proxies in this Amendment, but not specifically defined in this Amendment, shall havesupport of director nominees other than the meanings ascribed to such terms in the Original Agreement (as defined below).

WHEREAS, on May 11, 2021, the Company consummated its initial public offering of units of the Company (the “Units”), each of which is composed of one share of Class A common stock of the Company, par value $0.0001 per share (the “Class A Common Stock”), and of one redeemable warrant, each whole warrant entitling the holder thereof to purchase one share of Class A Common Stock of the Company (such initial public offering hereinafter referred to as the “Offering”);
WHEREAS, $117,300,000 of the gross proceeds of the Offering and sale of the private placement warrants were delivered to the Trustee to be deposited and held in the segregated Trust Account located in the United States for the benefit of the Company and the holders of shares of Class A Common Stock included in the Units issued in the Offering pursuant to the investment management trust agreement made effective as of November 18, 2020, by and between the Company and the Trustee (the “Original Agreement”);
WHEREAS, the Company has sought the approval of the holders of its Class A Common Stock and holders of its Class B Common Stock, par value $0.0001 per share (the “Class B Common Stock”), at a Special Meeting to: (i) extend the date before which the Companycompany’s nominees must complete a business combination from November 11, 2022 to August 11, 2023 (or such earlier date after November 11, 2022 as determined by the Company’s board of directors) (the “Extension Amendment”) and (ii) extend the date on which the Trustee must liquidate the Trust Account if the Company has not completed its initial business combination from November 11, 2022 to August 11, 2023 (or such earlier date after November 11, 2022 as determined by the Company’s board of directors) (the “Trust Amendment”);
WHEREAS, holders of 65% of the then issued and outstanding shares of Class A Common Stock and Class B Common Stock, voting together as a single class, approved the Extension Amendment, and the Trust Amendment; and
WHEREAS, the parties desire to amend the Original Agreement to, among other things, reflect amendments to the Original Agreement contemplated by the Trust Amendment.
NOW, THEREFORE, in consideration of the mutual agreements contained herein and other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, and intending to be legally bound hereby, the parties hereto agree as follows:
1. Amendment to Trust Agreement.   Section 1(i) of the Original Agreement is hereby amended and restated in its entirety as follows:
“(i) Commence liquidation of the Trust Account only after and promptly following (x) receipt of, and onlyprovide notice, in accordance with Rule 14a-19(b) under the terms of a letter fromExchange Act, to our Secretary at our principal executive offices, which sets forth the Company (“Termination Letter”) in a form substantially similar to that attached hereto as either Exhibit A or Exhibit B, as applicable, signed on behalf ofinformation required by Rule 14a-19 under the Company by its Chief Executive Officer, Chief Financial Officer or other authorized officer of the Company and in the case of Exhibit A, acknowledged and agreed to by the Representative, and complete the liquidation of the Trust Account and distribute the Property in the Trust Account, including interest earned on the funds held in the Trust Account and not previously released to the Company to pay income taxes, if any (less up to $100,000 of interest to pay dissolution expenses), only as directed in the Termination Letter and the other documents referred to therein, or (y) upon the dateExchange Act, which is the later of (1) August 11, 2023 (or such earlier date after November 11, 2022 as determined by the Company’s board of directors) and (2) such later date as may be approved by the Company’s shareholders in accordance with the Company’s amended and restated memorandum and articles of association, if a Termination Letter has not been received by the Trustee prior to such date, in which case the Trust

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Account shall be liquidated in accordance with the procedures set forth in the Termination Letter attached as Exhibit B and the Property in the Trust Account, including interest earned on the funds held in the Trust Account and not previously released to the Company to pay its income taxes, if any (less up to $100,000 of interest to pay dissolution expenses), shall be distributed to the Public Shareholders of record as of such date. It is acknowledged and agreed that there should be no reduction in the principal amount per share initially deposited in the Trust Account;”.
2. Miscellaneous Provisions.
2.1. Successors.   All the covenants and provisions of this Amendment by or for the benefit of the Company or the Trustee shall bind and inure to the benefit of their permitted respective successors and assigns.
2.2. Severability.   This Amendment shall be deemed severable, and the invalidity or unenforceability of any term or provision hereof shall not affect the validity or enforceability of this Amendment or of any other term or provision hereof. Furthermore, in lieu of any such invalid or unenforceable term or provision, the parties hereto intend that there shall be added as a part of this Amendment a provision as similar in terms to such invalid or unenforceable provision as may be possible and be valid and enforceable.
2.3. Applicable Law.   This Amendment shall be governed by and construed and enforced in accordance with the laws of the State of New York.
2.4. Counterparts.   This Amendment may be executed in several original or facsimile counterparts, each of which shall constitute an original, and together shall constitute but one instrument.
2.5. Effect of Headings.   The section headings herein are for convenience only and are not part of this Amendment and shall not affect the interpretation thereof.
2.6. Entire Agreement.   The Original Agreement, as modified by this Amendment, constitutes the entire understanding of the parties and supersedes all prior agreements, understandings, arrangements, promises and commitments, whether written or oral, express or implied, relating to the subject matter hereof, and all such prior agreements, understandings, arrangements, promises and commitments are hereby canceled and terminated.
IN WITNESS WHEREOF, the parties hereto have caused this Amendment to be duly executed as of the date first above written.
Continental Stock Transfer & Trust Company, as Trustee
By:    ​
Name:
Title:
Data Knights Acquisition Corp.
By:
Name: Barry Anderson
Title:   Chief Executive Officer
[Signature Page to Amendment to Investment Management Trust Agreement]

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PRELIMINARY PROXY — SUBJECT TO COMPLETIONDATA KNIGHTS ACQUISITION CORP.Unit G6, Frome Business Park, Manor Road,Frome, United Kingdom, BA11 4FNSPECIAL MEETING OF SHAREHOLDERS_________, 2022YOUR VOTE IS IMPORTANTTHIS PROXY IS SOLICITED BY THE BOARD OF DIRECTORSFOR THE SPECIAL MEETING OF SHAREHOLDERS TO BE HELD ON _________, 2022The undersigned, revoking any previous proxies relating to these shares, hereby acknowledges receipt of the Notice dated [_____], 2022 and Proxy Statement, dated [______], 2022, in connection with the Special Meeting to be held at 10:00 a.m. Eastern Time on [____], 2022 at the offices of Data Knights Acquisition Corp. located at Unit G6, Frome Business Park, Manor Road, Frome, United Kingdom, BA11 4FN and via live webcast (the “Special Meeting”) for the sole purpose of considering and voting upon the following proposals, and hereby appoints Barry Phillips and Firdauz Edmin Bin Mokhtar (with full power to act alone), the attorneys and proxies of the undersigned, with full power of substitution to each, to vote all shares of the shares of the Company registered in the name provided, which the undersigned is entitled to vote at the Special Meeting and at any adjournments thereof, with all the powers the undersigned would have if personally
present. Without limiting the general authorization hereby given, said proxies are, and each of them is, instructed to vote or act as follows on the proposals set forth in the accompanying Proxy Statement.THIS PROXY, WHEN EXECUTED, WILL BE VOTED IN THE MANNER DIRECTED HEREIN. IF NO DIRECTION IS MADE, THIS PROXY WILL BE VOTED “FOR” THE EXTENSION AMENDMENT PROPOSAL (PROPOSAL 1), “FOR” THE TRUST AMENDMENT PROPOSAL (PROPOSAL 2) AND “FOR” THE ADJOURNMENT PROPOSAL (PROPOSAL 3), IF PRESENTED. THE BOARD OF DIRECTORS RECOMMENDS A VOTE “FOR” ALL PROPOSALS.Important Notice Regarding the Availability of Proxy Materials for the Special Meeting of Shareholders to be held on _________, 2022: This notice of meeting and the accompany proxy statement are available at https://www.sec.gov/[___________].Proposal 1 — Extension Amendment Proposal FOR AGAINST ABSTAINIT IS RESOLVED, that subject to and conditional upon the trust account,later than August 19, 2024, which is governed byafter the investment management trust agreement entered into between the Company and Continental Stock Transfer & Trust Company on2024 annual meeting so please kindly provide notice no later than May 11, 2021 (the Trust Agreement), having net tangible assets of at least US$5,000,001 as at the date of this resolution, the third amended and restated certificate of incorporation, a copy of which is attached to the accompanying proxy statement as Annex A, be and is hereby adopted as the certificate of incorporation of the Company in substitution for the Company’s existing certificate of incorporation, which we refer to as the “Extension Amendment Proposal.” ☐ ☐ ☐ Proposal 2 — Trust Amendment Proposal FOR AGAINST ABSTAINIT IS RESOLVED THAT subject to and conditional upon the trust account, which is governed by Trust Agreement, having net tangible assets of at least US$5,000,001 as at the date of this resolution, the Trust Agreement be ☐ ☐ ☐26, 2024.

OneMedNet Corporation

​6385 Old Shady Oak Road, Suite 250

Eden Prairie, MN 55344

May 16, 2024

23
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amended in the form set forth in Annex B to the accompanying proxy statement to allow the Company to extend the date by which the Company has to complete a business combination from November 11, 2022 to August 11, 2023 via nine one-month extensions provided the Company deposits into its trust account an additional $0.0333 per unit for each month the Company extends beyond November 11, 2022, which we refer to as the “Trust Amendment Proposal.”Proposal 3 — Adjournment ProposalIT IS RESOLVED THAT, the adjournment of the Special Meeting to a later date or dates to permit further solicitation of proxies to be determined by the chairman of the Special Meeting be confirmed, adopted, approved and ratified in all respects, which we refer to as the “Adjournment Proposal.”Dated:, 2022Shareholder’s SignatureShareholder’s SignatureSignature should agree with name printed hereon. If shares of the Class A common stock are held in the name of more than one person, EACH joint owner should sign. Executors, administrators, trustees, guardians, and attorneys should indicate the capacity in which they sign. Attorneys should submit powers of attorney.PLEASE SIGN, DATE AND RETURN THE PROXY IN THE ENVELOPE ENCLOSED TO CONTINENTAL STOCK TRANSFER & TRUST COMPANY. THIS PROXY WILL BE VOTED IN THE MANNER DIRECTED HEREIN BY THE UNDERSIGNED SHAREHOLDER. IF NO DIRECTION IS MADE, THIS PROXY WILL BE VOTED “FOR” THE PROPOSAL SET FORTH IN PROPOSAL 1, “FOR” THE PROPOSAL SET FORTH IN PROPOSAL 2, “FOR” THE PROPOSAL SET FORTH IN PROPOSAL 3, IF SUCH PROPOSAL IS PRESENTED AT THE SPECIAL MEETING. THIS PROXY WILL REVOKE ALL PRIOR PROXIES SIGNED BY YOU.22​