United States securities and exchange commission logo





                             October 19, 2022

       Barry Anderson
       Chief Executive Officer
       Data Knights Acquisition Corp.
       Unit G6, Frome Business Park, Manor Road
       Frome
       United Kingdom, BA11 4FN

                                                        Re: Data Knights
Acquisition Corp.
                                                            Amendment No. 1 to
Registration Statement on Form S-4
                                                            Filed September 30,
2022
                                                            File No. 333-266274

       Dear Barry Anderson:

             We have reviewed your amended registration statement and have the
following
       comments. In some of our comments, we may ask you to provide us with
information so we
       may better understand your disclosure.

              Please respond to this letter by amending your registration
statement and providing the
       requested information. If you do not believe our comments apply to your
facts and
       circumstances or do not believe an amendment is appropriate, please tell
us why in your
       response.

              After reviewing any amendment to your registration statement and
the information you
       provide in response to these comments, we may have additional comments.
Unless we note
       otherwise, our references to prior comments are to comments in our
August 21, 2022 letter.

       Amendment No. 1 to Registration Statement on Form S-4 Filed September
30, 2022

       Summary Term Sheet, page 2

   1.                                                   We reissue comment 3.
Please identify the parties or the nature of the parties that are
                                                        subject to the Lock-Up
Agreements with you and quantify the number of outstanding
                                                        shares subject to such
agreements. In this regard, we note that you have only included a
                                                        cross reference to the
Merger Agreement on page 4 and you do not quantify the
                                                        outstanding shares
subject to such agreements in this section.
 Barry Anderson
FirstName LastNameBarry   Anderson
Data Knights Acquisition Corp.
Comapany
October 19,NameData
            2022      Knights Acquisition Corp.
October
Page 2 19, 2022 Page 2
FirstName LastName
Questions and Answers about the Proposals
What equity stake will current stockholders of Data Knights hold after the
Closing?, page 11

2.       We note that you only showed the dilutive impact of certain additional
issuances of
         common stock on one redemption scenario. Please further revise the
table to illustrate the
         dilutive impact of certain additional issuances of common stock on all
redemption
         scenarios. Please include all significant sources of dilution,
including the exercise of
         Public and Private Placement Warrants and outstanding options. In
addition, please
         include the potential PIPE Investors and the shares that may be issued
pursuant to the
         currently contemplated $30 million PIPE investment. Please ensure the
disclosure reflects
         the anti-dilution provision that applies to founder shares, as
discussed on page 186.
3.       We note your responses to comments 18 and 51 and reissue the comments.
Please amend
         your disclosure to show the potential impact of redemptions on the per
share value of the
         shares owned by non-redeeming shareholders at each redemption level in
your sensitivity
         analysis, taking into account not only the money in the trust account,
but the post-
         transaction equity value of the combined company. Your disclosure
should show the
         impact of certain equity issuances on the per share value of the
shares, including the
         exercises of public and private warrants, and the issuance of any
potential PIPE shares.
4.       We note your response to comment 52 and we reissue the comment, as we
are not able to
         locate the responsive disclosure. It appears that underwriting fees
remain constant and are
         not adjusted based on redemptions. Revise your disclosure to disclose
the effective
         underwriting fee on a percentage basis for shares at each redemption
level presented in
         your sensitivity analysis related to dilution.
How much consideration will OneMedNet Stockholders receive in connection with
the Business
Combination?, page 12

5.       We reissue comment 6, as it appears the number you have provided
assumes there are no
         inputs for any variables in the formula. Revise to provide an
illustrative example of the
         amount of consideration payable based upon the formula you disclose
using a recent
         practicable date associated with the various inputs to the formula,
and disclose the value
         of each of the inputs used in making this calculation. Revise to
clarify, if true, that this
         amount will fluctuate and, if you know in which direction the inputs
are likely to fluctuate,
         revise to state as much and project the likely results of such
fluctuation. Please include
         similar disclosure elsewhere that you discuss the formula for
determining the
         consideration, including on the prospectus cover page.
How will Data Knights' Sponsor, directors, and officers vote?, page 15

6.       We note your revised disclosure in response to comment 7. Please
further revise to
         disclose the number of Public Shares that would need to be voted in
favor of the Business
         Combination for it to be approved assuming only a quorum is present.
In this regard, we
         note that only a majority of the votes cast by the stockholders
present in person or
 Barry Anderson
FirstName LastNameBarry   Anderson
Data Knights Acquisition Corp.
Comapany
October 19,NameData
            2022      Knights Acquisition Corp.
October
Page 3 19, 2022 Page 3
FirstName LastName
         represented by proxy at the meeting and entitled to vote thereon are
required to approve
         the Business Combination.
What interests do Data Knights' current officers and directors have in the
Business
Combination?, page 16

7.       We reissue comment 10. Where you disclose the various security
ownership interests of
         the Sponsor, directors and officers, revise to include the approximate
dollar value of the
         interest based on the transaction value and recent trading prices as
compared to the price
         paid. In this regard, we note that you do not quantify the current
value of the Placement
         Units or Founder Shares. Please also quantify the value of any
out-of-pocket expenses.
         Lastly, disclose that the Sponsor requested that the Company extend
the date by which the
         Company has to consummate a business combination and deposited an
aggregate of
         $1,150,000 (representing $0.10 per public share) into the Company   s
trust account on
         August 11, 2022. Please include similar disclosure elsewhere in the
prospectus where you
         discuss the interests of the Sponsor, directors and officers.
The Charter Amendment Proposals, page 27

8.       Please provide us with your analysis as to why you are not required to
unbundle certain
         material changes to the Data Knights' Charter, such as the
supermajority voting provision,
         and provide stockholders with a separate vote regarding these material
changes. Refer to
         Question 201.01 of the Division's Exchange Act Rule 14a-4(a)(3)
Compliance and
         Disclosure Interpretations.
Selected Financial and Other Data of OneMedNet, page 41

9.       It appears you revised the headings of the OneMedNet financial
statements but did not
         update the actual amounts. Please revise the statement of operation
data and balance sheet
         data to agree to the historical financial statement amounts disclosed
on page 44.
Unaudited Pro Forma Condensed Combined Financial Information
Unaudited Pro Forma Condensed Combined Statement of Operations, page 44

10.      We note your response to comment 12 but there are no adjustments
reflected next to E and
         G in the financial information. Please revise to include the
adjustment amounts or
         otherwise advise.
Risk Factors, page 50

11.      We reissue comment 1 in part. Please include a risk factor discussing
the risk that failure
         to close a PIPE Investment could leave the post-merger entity
under-capitalized, and
         explain the consequences if this were to occur. Please add similar
disclosure elsewhere to
         clearly convey this risk, including in the Questions and Answers About
the Proposals. In
         this regard, we note your disclosure on page 162 that "the most
significant change in
         OneMedNet   s future reported financial position and results of
operations is expected to be
 Barry Anderson
FirstName LastNameBarry   Anderson
Data Knights Acquisition Corp.
Comapany
October 19,NameData
            2022      Knights Acquisition Corp.
October
Page 4 19, 2022 Page 4
FirstName LastName
         an estimated increase in cash...of approximately $30
million...including up to $30 million
         in gross proceeds from the PIPE." Please also discuss how failure to
close a PIPE
         investment could impact your ability to meet the minimum cash
condition for closing set
         forth in Section 7.1(h) of the Merger Agreement, and revise throughout
to disclose that the
         minimum cash condition is a condition to closing.
12.      We reissue comment 14 in part. Please highlight the material risks to
public warrant
         holders, including those arising from differences between private and
public warrants.
         Clearly explain the steps, if any, the company will take to notify all
shareholders,
         including beneficial owners, regarding when the warrants become
eligible for redemption.
We have two significant customers..., page 50

13.      Please remove the discussion of Siemens financial results and future
outlook or tell us
         how the information provided here relates directly to your contract
with Siemens. For
         example, it is unclear how the demand for rapid COVID-19 antigen tests
relates to your
         potential future revenue from Siemens. To the extent that you retain
any part of your
         discussion of Siemen's financial results, please disclose specifically
how this relates to
         your contract with Siemens.
Certain provisions of New OneMedNet's amended and restated certificate of
incorporation...,
page 65

14.      We note the addition of this risk factor in response to comment 15.
Please further revise
         to clarify whether the exclusive forum provision in the Data Knights'
A/R Charter will
         apply to claims arising under the Securities Act and the Exchange Act,
and discuss the
         risks of such provision, including that it can discourage claims or
limit investors    ability to
         bring a claim in a judicial forum that they find favorable. In
addition, include a discussion
         of the risks related to the anti-takeover provisions that are included
in Data Knights' A/R
         Charter that you disclose on pages 199-200, including the limitations
on a stockholder's
         ability to call a special meeting and to act by written consent, the
advance notice
         requirements for stockholder proposals and director nominations, and
the classified board
         of directors. Please also address the super majority vote that will be
required to amend the
         Data Knight's A/R Charter and Bylaws.
If the conditions to the Merger Agreement are not met..., page 68

15.      You note that it is currently expected that after the transaction the
net tangible assets on a
         pro forma combined basis will be less than $5,000,001. Please explain
this statement and
         how you expect to complete the merger transaction if this is the case
given that it is a
         condition that net tangible assets are at least $5,000,001. Please
also explain how this is
         consistent with Section 9.2 of Data Knights' Certificate of
Incorporation which says that
         you will only redeem shares if the net tangible assets will be at
least $5,000,001, and that
         limitations will be limited in order to meet a minimum cash
requirement. To the extent
         you will limit the amount of shares that can be redeemed in order to
meet the net tangible
 Barry Anderson
FirstName LastNameBarry   Anderson
Data Knights Acquisition Corp.
Comapany
October 19,NameData
            2022      Knights Acquisition Corp.
October
Page 5 19, 2022 Page 5
FirstName LastName
         asset requirement or minimum cash requirement, please make this clear
and revise the
         redemption scenarios accordingly.
Background of the Business Combination, page 93

16.      We reissue comment 22. Revise to elaborate upon how you "deemed a
potential business
         combination target compelling enough" to pursue execution of an
initial non-binding letter
         of intent. Expand your disclosure to provide additional detail about
the other two parties
         with which LOIs were executed, including when and how you contacted
the parties or
         were contacted by these parties; the details of any negotiations or
agreements that took
         place; and when and why you ultimately determined not to pursue a
transaction with each
         party and how and when you decided to pursue discussions solely with
OneMedNet.
17.      We reissue comment 23. We note that on March 4, 2022 you offered a
transaction
         valuation of $200 million, which appears to be the final amount the
parties settled upon in
         the Merger Agreement. Please revise to discuss in greater detail how
this valuation was
         determined and the specific negotiations that resulted in this amount.
If no other
         valuation amount was considered by the Board, specifically state as
much. Also, in your
         discussions of how you valued OneMedNet, clearly state whether or not
such valuation
         included execution of the PIPE Financing and, if so, how the Board
considered such
         valuation in light of the uncertainty of obtaining the PIPE Financing.
18.      We note your response that the $317 million pro forma enterprise value
includes the value
         of the consideration and the value of the Company pre-transaction.
Clarify whether the
         $200 million valuation figure is a pre-transaction figure.
19.      We note your revised disclosure in response to comment 24 indicates
that the only
         material terms negotiated were the representations and warranties and
the treatment of
         options and warrants issued by OneMedNet. If true, please state as
much in your filing
         and explain why other material terms, such as the formula to determine
the amount of the
         consideration, closing conditions such as the minimum cash condition,
the no-shop
         provision, the PIPE investment, governance of the post-combination
company,
         termination provisions, etc. were not negotiated. If not, please
substantially revise your
         disclosure in this section to include a chronological description of
the negotiations relating
         to material terms of the transaction and ancillary agreements,
including, but not limited to,
         the type of consideration to be paid, the financial projections and
any discussions relating
         to the assumptions underlying such projections, the control and
governance of the post-
         combination company, director designation rights and organizational
documents, closing
         conditions, the no-shop provision, the PIPE investment, the lock up
provisions, and
         consideration of significant customers of OneMedNet. In your revised
disclosure, please
         explain the the issues and terms discussed at the meetings, each
party's position on such
         issues, and how you reached agreement on the final terms. Your
disclosure should
         illustrate how the material terms of the Merger Agreement evolved
throughout the
         exchange of drafts, and if applicable, describe how the material terms
differed from the
         letter of intent. In this regard, we note your disclosure on page 97
that the board
 Barry Anderson
FirstName LastNameBarry   Anderson
Data Knights Acquisition Corp.
Comapany
October 19,NameData
            2022      Knights Acquisition Corp.
October
Page 6 19, 2022 Page 6
FirstName LastName
         considered the fact that the terms and conditions of the Merger
Agreement were the
         product of arm   s length negotiations between Data Knights and
OneMedNet as part of it's
         basis for approving the transaction.
20.      Please provide a detailed description of the negotiations regarding
the letter of intent that
         was executed on March 10, 2022, including the material terms of the
initial drafts, the
         material terms included in the final executed versions, and how the
material terms evolved
         over the course of the negotiations. Please include enough information
so that investors
         can fully understand how the final terms were negotiated and
ultimately determined.
21.      We reissue comment 26. Please disclose any discussions about the need
to obtain
         additional financing for the combined company, such as the intended
PIPE transaction,
         and the negotiation/marketing processes undertaken to date (e.g.,
identification of
         potential PIPE investors; and how the terms of the PIPE transaction
may be determined).
         Additionally, as applicable, please also disclose whether the parties
intend to provide any
         valuations or other material information about the SPAC, the target,
or the de-SPAC
         transaction to potential PIPE investors that are not expected to be
disclosed publicly.
22.      We reissue comment 28. Elaborate upon the role of ARC Group Ltd. as
your financial
         advisor and provide additional details about the services they
provided. In this regard,
         you state on page 98 that the experience and sector expertise of your
financial advisors
         enabled your Board to "make the necessary analyses and determinations
regarding the
         Business Combination." Disclose any fees due to ARC Group Ltd. for
such services.
The Board's Reasons for Approval of the Business Combination, page 95

23.      We reissue comment 30. In your discussion of the Purchase Price
factor, elaborate upon
         the "current valuations of other private- and publicly traded
comparable Real World-Data
         companies." Clarify whether the Data Knights board considered a
different comparable
         companies analysis than the analysis prepared by Marshall & Stevens,
and if so, disclose
         who prepared the analysis. In this regard, it appears Marshall &
Stevens was engaged
         after the Data Knights board approved the Merger. Please also tell us
whether the
         Valuation Benchmarking and Industry Comps. analysis included in the
Investor
         Presentations dated May 12 and 20, 2022 is a different analysis than
the analysis prepared
         by Marshall & Stevens, and if so, tell us who prepared the analysis.
24.      We note your disclosure on page 98 in response to comment 37 that the
Data Knights
         Board engaged Marshall & Stevens after approving the business
combination to "confirm
         its judgment in approving the Merger Agreement." We also note your
disclosure on page
         95, that, in making its decision to approve the Merger Agreement, the
Data Knights Board
         considered "the fairness opinion and a range of factors." Please
revise for consistency.
25.      You disclose that Data Knights' management also reviewed financial
projection
         assumptions and revenue projections for OneMedNet's second product,
iRWD solution,
         including projections and potential pricing models. Please tell us
whether these
         projections are different than the projections included in the
prospectus. If not, please
 Barry Anderson
Data Knights Acquisition Corp.
October 19, 2022
Page 7
         disclose such projections and potential pricing models. Please also
disclose what Data
         Knights' management considered with respect to these projections and
models.
Opinion of Marshall & Stevens
Financial Projections, page 101

26.      Please quantify, to the extent possible and where applicable, the
assumptions made in
         performing the financial analysis. For example, quantify the change
from a transactional-
         based customer selling model (single data set purchases) to a
longitudinal selling model
         (access to long-term data studies) and at what point the projections
assume such a shift,
         the amounts by which the FDA and the health care community will
continue "the trend of
         increasingly using and accepting Real-World Data," the percentage of
revenue that the
         projections assume will be recurring revenue and why, and the
decreases in costs
         discussed on pages 102-103.
27.      Disclose how and why the timeframe leading out to 2032 projected
financial results was
         selected.
Discounted Cash Flow Analysis, page 103

28.      Disclose the discount rate used in the discounted cash flow analysis.
Guideline Public Company Analysis, page 104

29.      Please further revise the disclosure on page 104 to explain how the
companies selected are
         reasonably comparable and provide more detail regarding the "industry,
size, and
         profitability" criteria you considered in their selection. Please
disclose the type of
         business and size of each of the Guideline Companies. Please also
disclose the underlying
         projected revenue for each Guideline Company, the specific multiples
considered for each
         Guideline Company, and the calculations which determined the total
consideration for the
         transaction.
Certain Material U.S. Federal Tax Considerations, page 105

30.    We note that you filed a "should" opinion of counsel in response to
comment 39. Please
       revise to explain why counsel cannot give a firm opinion, describe the
degree of
       uncertainty in the opinion, and make similar revisions elsewhere in the
filing where you
       discuss the tax consequences of the transaction, and include risk factor
disclosure
       explaining the risks of the uncertain tax treatment. Please also remove
the disclosure on
       page 109 stating that it is the intent of Data Knights that the Merger
will qualify as a
FirstName LastNameBarry Anderson
       reorganization, and state that counsel has given an opinion that the
merger should qualify
Comapany
       as a NameData   Knights
            reorganization.      Acquisition
                            Please             Corp.
                                     also remove  language stating that this
section is an "outline"
       or "informational
October 19, 2022 Page 7   only."  Refer  to Section III of Staff Legal Bulletin
19.
FirstName LastName
 Barry Anderson
FirstName LastNameBarry   Anderson
Data Knights Acquisition Corp.
Comapany
October 19,NameData
            2022      Knights Acquisition Corp.
October
Page 8 19, 2022 Page 8
FirstName LastName
Information about OneMedNet Corporation
Company Overview, page 133

31.      We note your revised disclosure on page 133 in response to comment 42
that your access
         to the 95+ healthcare facilities you reference here is contractual and
that all are data
         providers and some are data purchasers. Please clarify whether your
agreements with
         these facilities fall into the Data Exchange Master Reseller Agreement
and Data License
         Agreement categories of agreements that you describe on page 152, and
if not, describe
         the general terms of the arrangements. Clarify the categories of
customers in which you
         have entered into agreements and generate revenues and quantify the
amount generated in
         each category. Clarify whether the reference to the "Partnership
Network" in the graphic
         is the same as the "federated network of healthcare facilities" and if
not, why not. In this
         regard, the reference to 200+ customers/partners is unclear.
32.      Please revise to disclose the basis upon which OneMedNet is a "global
leader" in clinical
         imaging innovation and is the "leading curator" of Imaging Real-World
Data.
Competition, page 151

33.      So that shareholders better understand the competitive conditions,
please provide a
         general description of the number and size of your competitors within
the real world data
         market, and the general factors on which you compete with such
competitors. Please
         provide context for your statements that "few" of your competitors can
fulfill orders in the
         time period stated, have the data quantity and diversity to fill
requests, and have sufficient
         access to relevant non-imaging data along with expert curation
capability required to meet
         regulatory standards. For example, please quantify what you mean by
"few" and whether
         these statements describe the majority of your competitors.
Intellectual Property , page 151

34.      For each material patent, please revise to describe the type of patent
protection grated, the
         expiration date and the jurisdiction.
Material Customer Agreements, page 152

35.      We note your revised disclosure and responses to comments 13 and 43.
Please describe
         the material terms of your agreements with Change Healthcare and
Siemens and file them
         as exhibits, consistent with Item 601(b)(10)(ii)(B) of Regulation S-K.
In this regard, it
         appears from your disclosure that each is a continuing contract to
sell a major part of
         your product.
36.      We note your revised disclosure in response to comment 44. Please
further revise to
         disclose the general, material economic terms of your Data Exchange
Master Reseller
         Agreement and Data License Agreement. Please provide disclosure
sufficient for
         investors to understand how you generate revenue under each agreement
and the type of
         fees charged under these agreements. Please also indicate the
breakdown in revenue
 Barry Anderson
Data Knights Acquisition Corp.
October 19, 2022
Page 9
         generated from one type of contract versus the other.
37.      For each description of certain of One MedNet's customer agreements,
please indicate
         whether the agreements with such customers are still in force, and if
so, when the
         agreements terminate. For example, it is unclear if your agreements
with Hawaii Health
         Systems, Whiterabbit AI Inc., The Queens Medical Center, and the
University of
         Kentucky are still active.
OneMedNet Management's Discussion and Analysis of Financial Condition and
Results of
Operations, page 160

38.      We note your response to comment 45 but we are unable to locate the
revised disclosure.
         Please provide the information required by Item 303(b)(1) and (b)(2)
of Regulation S-K.
         You should also include discussions of the interim periods as
requested in comment 46.
Description of Securities After the Business Combination, page 195

39.      Please revise here, and elsewhere in your filing, as applicable, to
clarify whether you will
         be amending and restating Data Knights' bylaws in connection with the
Merger, as you
         intend to do for the Charter.
Certain Anti-Takeover Provisions of Delaware Law and the Data Knights A/R
Charter and the
Data Knights Bylaws, page 198

40.      Please revise to include a discussion of the super majority vote
required to amend the Data
         Knights' A/R Charter and Bylaws.
Exclusive Forum for Certain Lawsuits, page 199

41.      Please revise to explicitly state whether the exclusive forum
provision in the Data Knights'
         A/R Charter applies to claims arising under the Securities Act and
Exchange Act. We
         also note that your disclosure indicates that the federal district
courts of the United States
         to be the exclusive forum for the resolution of any complaint
asserting a cause of action
         under the Securities Act, yet this is not stipulated in Section 9.1 of
the A/R Charter.
         Please revise for consistency.
OneMedNet Interim Financial Statements, page F-60

42.    Please revise the statements of operations to also provide information
for the
       corresponding periods of the preceding fiscal year. This comment also
applies to the
       interim statements of members' equity/(deficit), the interim statements
of cash flows and
FirstName LastNameBarry Anderson
       footnote disclosures. For instance, in Note 10 on page 70, you should
disclose rent
Comapany    NameData
       expense  for the Knights Acquisition
                        six months          Corp.
                                   ended June  30, 2022 and June 30, 2021, as
opposed to only the
Octoberthree months
         19, 2022     ended
                   Page  9 June 30, 2022. Refer to Rule 3-02(b) of Regulation
S-X.
FirstName LastName
 Barry Anderson
FirstName LastNameBarry   Anderson
Data Knights Acquisition Corp.
Comapany
October 19,NameData
            2022      Knights Acquisition Corp.
October
Page 10 19, 2022 Page 10
FirstName LastName
General

43.      We note your response to comment 55. Please provide the legal basis
for your and
         Marshall & Steven's belief that security holders cannot rely on the
opinion to bring state
         law actions, including a description of any state law authority on
such a defense.
44.      We note your response to comment 20 and reissue our comment. It
appears, based on
         Data Knights' current charter and bylaws, that the vote required to
approve the Business
         Combination Proposal, Nasdaq Proposal, Incentive Plan Proposal, and
the Adjournment
         proposal is a majority of the votes cast by the stockholders present
in person or
         represented by proxy at the meeting and entitled to vote thereon, and
the vote required to
         approve the Charter Amendment Proposal is a majority of the shares
outstanding.
         However, we note your disclosure in the letter to stockholders
suggests that only a
         majority of shares voted at the meeting is required to approve the
Charter Amendment
         Proposal, your disclosure on pages 14, 82, 110, and 184 suggests that
the Business
         Combination Proposal requires a majority of the total shares
outstanding to approve it and
         that broker non-votes and abstentions count as a vote against the
proposal, and your
         disclosure on page 110 suggests that the Nasdaq Proposal and the
Incentive Plan
         Proposals require the vote of a majority of the total shares
outstanding. Please revise for
         clarity and consistency.
45.      We note your revisions in response to comment 15. However, in numerous
places in the
         prospectus you continue to disclose that the sponsor or its affiliates
may purchase public
         units to increase the likelihood of approval of the proposals, and
that such purchases can
         be made in excess of the amount offered through the redemption
process. As examples
         only, we note the disclosure on pages 35, 71, 77 and 95. Please revise
your disclosure
         accordingly to confirm your intent to comply with the conditions set
forth in Question
         166.01 of the Compliance and Disclosure Interpretations for Tender
Offers and Schedules.
46.      With a view toward disclosure, please tell us whether your sponsor is,
is controlled by, or
         has substantial ties with a non-U.S. person. Please also tell us
whether anyone or any
         entity associated with or otherwise involved in the transaction, such
as the target, is, is
         controlled by, or has substantial ties with a non-U.S. person. If so,
include risk factor
         disclosure that addresses how this fact could impact your ability to
complete your initial
         business combination. For instance, discuss the risk to investors that
you may not be able
         to complete an initial business combination should the transaction be
subject to review by
         a U.S. government entity, such as the Committee on Foreign Investment
in the United
         States (CFIUS), or ultimately prohibited. Further, disclose that the
time necessary for
         government review of the transaction or a decision to prohibit the
transaction could
         prevent you from completing an initial business combination and
require you to liquidate.
         Disclose the consequences of liquidation to investors, such as the
losses of the investment
         opportunity in a target company, any price appreciation in the
combined company, and the
         warrants, which would expire worthless.
 Barry Anderson
FirstName LastNameBarry   Anderson
Data Knights Acquisition Corp.
Comapany
October 19,NameData
            2022      Knights Acquisition Corp.
October
Page 11 19, 2022 Page 11
FirstName LastName
        You may contact Ta Tanisha Meadows at 202-551-3322 or Lyn Shenk at
202-551-3380
if you have questions regarding comments on the financial statements and
related
matters. Please contact Taylor Beech at 202-551-4515 or Erin Jaskot at
202-551-3442 with any
other questions.



                                                         Sincerely,

                                                         Division of
Corporation Finance
                                                         Office of Trade &
Services
cc:      Larry Shackelford, Esq.