What changed in this filing

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Item 1. Financial Statements

2023-12-18 compared with 2021-07-20 · 1071 added, 784 removed, 98 unchanged (95% of the section changed)

Financial Statements

KNIGHTS ACQUISITION CORP.

BALANCE SHEETs

Current Assets-Cash

Deferred offering costs

LIABILITIES AND STOCKHOLDERS' EQUITY

Condensed Consolidated Balance Sheet as of September 30, 2023 (Unaudited) and as of December 31, 2022 (Audited)

Condensed Consolidated Statements of Operations for the three and nine months ended September 30, 2023 (Unaudited) and for the three and nine months ended September 30, 2022 (Unaudited)

Condensed Consolidated Statements of Changes in Stockholders’ Equity for the three and nine months ended September 30, 2023 (Unaudited) and for the three and nine months ended September 30, 2022 (Unaudited)

Condensed Consolidated Statement of Cash Flows for the nine months ended September 30, 2023 (Unaudited) and for the nine months ended September 30, 2022 (Unaudited)

Notes to Condensed Consolidated Financial Statements (Unaudited)

DATA KNIGHTS ACQUISITION CORP.)

CONSOLIDATED BALANCE SHEETS

September 30,

Current assets

Prepaid expense

Total Current Assets

Investments held in Trust Account

LIABILITIES AND STOCKHOLDER’S EQUITY

Current Liabilities

Accrued expense

Accrued expenses

Amount due to related parties

Income tax payable

Franchise tax payable

Excise tax liability

Total Current Liabilities

Warrant liabilities

Deferred underwriter fee payable

Extension loan

Working capital loans

Total liabilities

Commitments and Contingencies (Note 6)

Stockholders' Equity

Preferred stock, $0.0001 par value;

Commitments and Contingencies

Class A Common Stock subject to possible redemption;

1,712,698 and 2,731,544 shares at redemption value of $ 11.22 and $ 10.53 per share as of September 30, 2023 and December 31, 2022, respectively

Stockholders’ Deficit

Preferred shares, $ 0.0001 par value;

1,000,000 shares authorized;

2 unchanged sentences

100,000,000 shares authorized;

none issued and outstanding

585,275 issued and outstanding, excluding 1,712,698 and 2,731,544 shares subject to redemption as of September 30, 2023 and December 31, 2022, respectively

Class B Common Stock, par value $ 0.0001 ;

10,000,000 shares authorized;

2,875,000 issued and outstanding (1)

4,253,517 issued and outstanding as of September 30, 2023 and December 31, 2022, respectively

Common Stock, value

Additional paid-in capital

Accumulated deficit

Total stockholders' equity

Total liabilities and stockholders’

(1) Includes an aggregate of 375,000 shares of Class B common stock subject to forfeiture to the extent that

the underwriters’

over-allotment is not exercised in full or in part.

The accompanying notes are an integral part of these condensed unaudited

financial statements

( 12,540,406 )

( 11,632,745 )

Total Stockholders’ Deficit

( 11,622,446 )

( 8,806,438 )

Total Liabilities and Stockholders’ Deficit

accompanying notes are an integral part of the condensed consolidated financial statements.

DATA KNIGHTS ACQUISITION CORP.)

CONDENSED STATEMENT OF OPERATIONS

FOR THE PERIOD FROM FEBRUARY

8, 2021 (INCEPTION) THROUGH MARCH 31, 2021

Other operating expenses

Weighted average shares outstanding, basic and diluted (1)

Basic and diluted net loss per common share

(1) Excludes an aggregate of 375,000

shares of Class B common stock subject to forfeiture to the extent that the underwriters’

over-allotment is not exercised in full

The accompanying notes are an

integral part of these condensed unaudited financial statements.

CONSOLIDATED STATEMENTS OF OPERATIONS

Three Months Ended

Nine months ended

September 30,

Formation and operating costs

Franchise tax expense

Loss from operation costs

( 1,557,715 )

( 1,924,704 )

Other income (expense):

Dividends, realized and unrealized gain in Trust Account

Change in fair value of warrant liabilities

Net income (loss) before provision for income taxes

$ ( 728,807 )

$ ( 697,643 )

Provision for income taxes

Net income (loss)

$ ( 816,520 )

$ ( 153,275 )

$ ( 907,660 )

Weighted average shares outstanding of Class A Common Stock subject to redemption

Basic and diluted net income (loss) per common stock

Weighted average shares outstanding of Class A and Class B non-redeemable common stock

Basic and diluted net income (loss) per common stock

accompanying notes are an integral part of the condensed consolidated financial statements.

DATA KNIGHTS ACQUISITION CORP.)

CONDENSED STATEMENT OF CHANGES IN STOCKHOLDERS’

FOR THE PERIOD FROM FEBRUARY

8, 2021 (INCEPTION) THROUGH MARCH 31, 2021

CONSOLIDATED STATEMENTS OF CHANGES IN STOCKHOLDERS’ DEFICIT

THE THREE AND NINE MONTHS ENDED SEPTEMBER 30, 2023

Stockholders’

Balance - February 8, 2021 (inception)

Issuance of Class B Common stock to Sponsor (1)

Balance - March 31, 2021

(1) Includes an aggregate of 375,000 shares of Class B common stock subject to forfeiture to the extent that the underwriters’

over-allotment

is not exercised in full or in part.

The accompanying notes are

an integral part of these condensed unaudited financial statements

Balance — January 1, 2023

$ ( 11,632,745 )

$ ( 8,806,438 )

Re-measurement of Class A Common Stock Subject to Possible Redemption

Balance — March 31, 2023 (unaudited)

$ ( 11,718,728 )

$ ( 9,475,991 )

Re-measurement of Class A Common Stock Subject to Possible Redemption

Balance — June 30, 2023 (unaudited)

$ ( 11,723,886 )

$ ( 10,085,805 )

Re-measurement of Class A Common Stock Subject to Possible Redemption

Excise tax liability

Balance — September 30, 2023 (unaudited)

$ ( 12,540,406 )

$ ( 11,622,446 )

THE THREE AND NINE MONTHS ENDED SEPTEMBER 30, 2022

Stockholders’

Balance — January 1, 2022

$ ( 8,609,810 )

$ ( 8,609,463 )

Re-measurement of carrying value of Class A redeemable stock to redemption value

( 1,150,000 )

Balance — June 30, 2022 (unaudited)

$ ( 6,614,365 )

$ ( 6,614,018 )

Re-measurement of carrying value of Class A redeemable stock to redemption value

( 1,150,000 )

Accretion of Class A common stocks at redemption value

Net income (loss)

Balance — September 30, 2022 (unaudited)

$ ( 8,451,509 )

$ ( 8,451,162 )

$ ( 8,451,509 )

$ ( 8,451,162 )

accompanying notes are an integral part of the condensed consolidated financial statements.

DATA KNIGHTS ACQUISITION CORP.)

CONDENSED STATEMENT OF CASH FLOWS

FOR THE PERIOD FROM FEBRUARY

8, 2021 (INCEPTION) THROUGH MARCH 31, 2021

CONSOLIDATED STATEMENTS OF CASH FLOWS

For the Nine Months

September 30,

Cash flow from operating activities:

Net income (loss)

$ ( 907,660 )

Adjustments to reconcile net income to net cash used in operating activities:

Dividends, realized and unrealized gain in Trust Account

( 1,102,363 )

Change in fair value of warrant liability

( 4,243,893 )

Changes in operating assets and liabilities:

Prepaid expense

Accrued expenses

Franchise tax payable

Income tax payable

Net cash used in operating activities

Cash flows from financing activities:

Proceeds from issuance of Class B common stock to Sponsor

Cash flow from investing activities:

Investment of cash in Trust Account

( 1,010,440 )

( 2,300,000 )

Cash withdrawn from Trust Account in connection with redemption

Interest withdraw from Trust Account

Net cash used in investing activities

( 2,033,191 )

Cash flow from financing activities:

Advances from related parties

Proceeds from working capital loan

Redemption of Class A common stock

( 11,335,260 )

Amount due to related parties

Proceeds from extension loans

Net cash provided by financing activities

( 10,054,653 )

Net change in cash

2 unchanged sentences

Supplemental disclosure of non-cash financing activities:

Accrued deferred offering costs

The accompanying notes are an

integral part of these condensed unaudited financial statements

Re-measurement of Class A common stock subject to possible redemption

Excise tax liability accrued for Class A Common Stock subject to redemption

accompanying notes are an integral part of the condensed consolidated financial statements.

DATA KNIGHTS ACQUISITION CORP.)

TO UNAUDITED CONDENSED FINANCIAL STATEMENTS

TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

DESCRIPTION OF ORGANIZATION AND BUSINESS OPERATIONS

Knights Acquisition Corp.

(the “Company”) is a blank check company incorporated in Delaware on February 8, 2021.

Corporation (f/k/a Data Knights Acquisition Corp.) (the “Company”) was incorporated in Delaware on February 8, 2021.

Company was formed for the purpose of effectuating a merger, capital stock exchange, asset acquisition, stock purchase, reorganization

or other similar business combination with one or more businesses (the “Business Combination”).

The Company is an early stage

and emerging growth company and, as such, the Company is subject to all of the risks associated with early stage and emerging growth companies.

As of March 31, 2021, the

Company had not yet commenced any operations.

All activity for the period February 8, 2021 (inception) through May 6, 2021 relates to

the Company’s formation and the initial public offering (the “Initial Public Offering”).

The Company has selected December

31 as its fiscal year end.

registration statement for the Company’s Initial Public Offering was declared effective on May 6, 2021.

On May 11, 2021,

the Company consummated the Initial Public Offering of 11,500,000 units (“Units”

and, with respect to the shares of Class A

common stock included in the Units offered, the “Public Shares”), generating gross proceeds of $115,000,000, which is described

and emerging growth company and, as such, the Company is subject to all of the risks associated with early stage and emerging growth

of September 30, 2023, the Company had not yet commenced any operations.

All activity for the period February 8, 2021 (inception) through

September 30, 2023, relates to the Company’s formation and the initial public offering (the “Initial Public Offering”),

and, since the closing of the initial public offering, the Company has entered into a merger agreement (as described below), and continued

a search for a Business Combination candidate.

The Company has selected December 31 as its fiscal year end.

registration statement for the Company’s Initial Public Offering was declared effective on May 6, 2021.

On May 11, 2021, the Company

consummated the Initial Public Offering of 11,500,000 units (“Units” and, with respect to the shares of Class A Common Stock

included in the Units offered, the “Public Shares”), generating gross proceeds of $ 115,000,000 , which is described in Note

Simultaneously

with the closing of the Initial Public Offering, the Company consummated the sale of 585,275 private placement units (the “Private

Placement Units”) at a price of $10.00 per unit in a private placement to Data Knights, LLC (the “Sponsor”), generating

gross proceeds of $5,852,750, which is described in Note 4.

the closing of the Initial Public Offering on May 11, 2021, an amount of $117,300,000 ($10.00 per Unit) from the net proceeds of

the sale of the Units in the Initial Public Offering and the Private Placement Units was placed in a trust account (“Trust Account”)

with the closing of the Initial Public Offering, the Company consummated the sale of 585,275 private placement units (the “Private

Placement Units”) at a price of $ 10.00 per unit in a private placement to the Sponsor, generating gross proceeds of $ 5,852,750 ,

which is described in Note 4.

the closing of the Initial Public Offering on May 11, 2021, an amount of $ 117,300,000 ($ 10.00 per Unit) from the net proceeds of the

sale of the Units in the Initial Public Offering and the Private Placement Units was placed in a trust account (“Trust Account”)

which may be invested in U.S.

government securities, within the meaning set forth in Section 2(a)(16) of the Investment Company Act

of 1940, as amended (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 meeting the conditions of Rule 2a-7 of the Investment Company Act, as determined

by the Company, until the earlier of:

(i) the consummation of a Business Combination or (ii) the distribution of the Trust Account

to the Company’s stockholders, as described below.

costs of the Initial Public Offering amounted to $6,760,812 consisting of $2,300,000 of underwriting fees, $4,025,000 of deferred

underwriting fees (see Note 5) and $435,812 of other costs.

the closing of the Initial Public Offering $1,441,093 of cash was held outside of the Trust Account available for working capital

As of March 31, 2021, we have available to us $25,000 of cash on our balance sheet and a working capital deficit of $20,845.

Company’s management has broad discretion with respect to the specific application of the net proceeds of the Initial Public Offering

government securities, within the meaning set forth in Section 2(a)(16) of the Investment Company Act of

1940, as amended (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 meeting the conditions of Rule 2a-7 of the Investment Company Act, as determined by the

Company, until the earlier of:

(i) the consummation of a Business Combination or (ii) the distribution of the Trust Account to the Company’s

stockholders, as described below.

costs of the Initial Public Offering amounted to $ 6,771,112 , of which $ 2,300,000 was for underwriting fees paid at the time of the IPO,

$ 4,025,000 was for deferred underwriting commissions, and $ 446,112 was for other offering costs.

the closing of the Initial Public Offering $ 959,560 of cash was held outside of the Trust Account available for working capital purposes.

As of September 30, 2023, the Company has $ 1,537 of cash and a working capital deficit of $ 2,943,835 .

Company’s management has broad discretion with respect to the specific application of the net proceeds of the Initial Public Offering

and the sale of the Private Placement Units, although substantially all of the net proceeds are intended to be applied generally toward

consummating a Business Combination.

NASDAQ rules provide that the Business Combination must be with one or more target businesses

that together have a fair market value equal to at least 80% of the balance in the Trust Account (as defined below) (less any deferred

underwriting commissions and taxes payable on interest earned on the Trust Account) at the time of the signing of a definitive agreement

to enter a Business Combination.

The Company will only complete a Business Combination if the post-Business Combination company owns or

acquires 50% or more of the outstanding voting securities of the target or otherwise acquires a controlling interest in the target sufficient

NASDAQ rules provide that the Business Combination must be with one or more target businesses that

together have a fair market value equal to at least 80 % of the balance in the Trust Account (as defined below) (less any deferred underwriting

commissions and taxes payable on interest earned on the Trust Account) at the time of the signing of a definitive agreement to enter

a Business Combination.

The Company will only complete a Business Combination if the post-Business Combination company owns or acquires

50 % or more of the outstanding voting securities of the target or otherwise acquires a controlling interest in the target sufficient

for it not to be required to register as an investment company under the Investment Company Act.

There is no assurance that the Company

will be able to successfully effect a Business Combination.

DATA KNIGHTS ACQUISITION CORP.

TO UNAUDITED CONDENSED FINANCIAL STATEMENTS

Note 1 —

Description of Organization and

Business Operations (Continued)

Company will provide its holders of the outstanding Public Shares ( the “public stockholders”) with the opportunity

will be able to successfully affect a Business Combination.

DESCRIPTION OF ORGANIZATION AND BUSINESS OPERATIONS (Continued)

April 25, 2022, the Company, Data Knights Merger Sub, Inc., a Delaware corporation (“Merger Sub”), and Data Knights,

LLC, the Company’s sponsor (the “Sponsor”), entered into a definitive Agreement and Plan of Merger (the

“Merger Agreement”) with OneMedNet Corporation, Inc., a Delaware corporation (the “Target”, and together

with the Company and Merger Sub, the “Parties”) and Paul J.

Casey, as seller representative (“Casey”).

Pursuant to the Merger Agreement, upon the closing (the “Closing”) of the Business Combination, the Parties will effect

the merger of Merger Sub with and into the Target, with the Target continuing as the surviving entity (the “Merger”), as

a result of which all of the issued and outstanding capital stock of the Target shall be exchanged shares of the Class A Common

Stock of the Company upon the terms set forth in the Merger Agreement.

May 5, 2022, the Company extended the date by which the Company has to consummate a business combination from May 11, 2022 to August

11, 2022 (the “First Extension”).

The First Extension was the first of two three-month extensions permitted under the Company’s

governing documents.

August 10, 2022, the Company extended the date by which the Company has to consummate a business combination from August 11, 2022 to

November 11, 2022 (the “Second Extension”).

The Second Extension was the second of two three-month extensions permitted under

the Company’s governing documents.

October 27, 2022, the Company filed a definitive proxy statement with the SEC in connection with the Company’s solicitation of

proxies for the vote by the stockholders of the Company at a special meeting of the Company’s stockholders to be held on November

11, 2022 (the “Special Meeting”).

November 11, 2022, at 10:00 a.m.

ET, the Company held a virtual special meeting of its stockholders.

At the special meeting, Company

stockholders entitle to vote at the special meeting cast their votes and approved the Trust Amendment Proposal, pursuant to which the

Trust Agreement was amended to extend the date on which Continental must liquidate 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 Company Board).

As a part of Special Meeting, the Company’s stockholders approved

amendments to its second amended and restated certificate of incorporation (the “Extension Amendment”) and the investment

management trust agreement (the “Trust Agreement”) between Continental Stock Transfer & Trust Company, as trustee (“Continental”),

and the Company governing the trust account (the “Trust Account”) established in connection with the Company’s initial

public offering dated May 11, 2021 (the “Trust Amendment”), which together allow the Company to extend the deadline by which

it must complete its initial business combination by up to nine one-month periods.

In connection with each such extension, Data Knights,

LLC, the Company’s sponsor, shall cause $ 0.045 per outstanding share of the Company’s Class A Common Stock, or approximately

$ 122,920 , to be deposited in the Trust Account.On July 12, 2023, the Company elected to exercise its ninth of nine one-month extension

to the Termination Date, which extended its deadline to complete its initial business combination to August 11, 2023, by depositing $ 0.045

per share for each Public Share outstanding after giving effect to the redemptions disclosed above, or approximately $ 122,920 , was deposited

in the Trust Account.

DESCRIPTION OF ORGANIZATION AND BUSINESS OPERATIONS (Continued)

connection with the proposed Business Combination with the Target, the Company will provide its public stockholders with the opportunity

to redeem all or a portion of their Class A Common Stock upon the completion of such Business Combination in connection with a stockholder

meeting called to approve such Business Combination.

In the event the proposed Business Combination with the Target is not consummated,

in connection with an alternative proposed initial business combination, the Company will provide its public stockholders with the opportunity

to redeem all or a portion of their Public Shares upon the completion of a Business Combination either (i) in connection with a stockholder

4 unchanged sentences

The Company will proceed with a Business

Combination only if the Company has net tangible assets of at least $5,000,001 either immediately prior to or upon such consummation of

a Business Combination and, if the Company seeks stockholder approval, a majority of the outstanding shares voted are voted in favor of

the Business Combination.

Company will have until May 11, 2022 (or up to November 11, 2022, as applicable) to consummate a Business Combination.

If the Company

is unable to complete a Business Combination within 12 months from the closing of the Initial Public Offering (or up to 18 months from

the closing of the Initial Public Offering at the election of the Company subject to satisfaction of certain conditions, including the

deposit of up to $2,000,000, or $2,300,000 if the underwriters’

over-allotment option is exercised in full ($0.10 per unit in either

case), into the Trust Account, or as extended by the Company’s stockholders in accordance with the Company’s amended and restated

certificate of incorporation) (the “Combination Period”), the Company will (i) cease all operations except for the purpose

of winding up, (ii) as promptly as reasonably possible but no 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 earned on

the funds held in the Trust Account and not previously released to the Company to pay taxes (less up to $100,000 of interest to pay dissolution

expenses), divided by the number of then outstanding public shares, which redemption will completely extinguish public stockholders’

rights as stockholders (including the right to receive further liquidation 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 Company’s

board of directors, proceed to commence a voluntary liquidation and thereby a formal dissolution of the Company, subject in each case

to its obligations under Delaware law to provide for claims of creditors and the requirements of applicable law.

The underwriter has agreed

to waive its rights to the deferred underwriting commission held in the Trust Account in the event the Company does not complete a Business

Combination within the Combination Period and, in such event, such amounts will be included with the funds held in the Trust Account that

will be available to fund the redemption of the Public Shares.

In the event of such distribution, it is possible that the per share value

of the assets remaining available for distribution will be less than the Initial Public Offering price per Unit ($10.00).

There will be

no redemption rights or liquidating distributions with respect to the Founder Shares (as defined below) or the shares of Class A common

stock and the warrants that are included as components of the Private Placement Units.

Such warrants will expire worthless if the Company

fails to complete a Business Combination within the 12-month time period (or up to 18-month time period).

The Sponsor has agreed that

it will be liable to the Company if and to the extent any claims by a third party for services rendered or products sold to the Company,

or a prospective target business with which the Company has entered into a written letter of intent, confidentiality or similar agreement

or Business Combination agreement, reduce the amount of funds in the Trust Account to below the lesser of (i) $10.20 per Public Share

and (ii) the actual amount per Public Share held in the Trust Account as of the day of liquidation of the Trust Account, if less

than $10.20 per share due to reductions in the value of the trust assets, less taxes payable, provided that such liability will not apply

to any claims by a third party or prospective target business who executed a waiver of any and all rights to monies held in the Trust

Account (whether or not such waiver is enforceable) nor will it apply to any claims under the Company’s indemnity of the underwriter

of Initial Public Offering against certain liabilities, including liabilities under the Securities Act of 1933, as amended (the “Securities

However, the Company has not asked the Sponsor to reserve for such indemnification obligations, nor has the Company independently

verified whether the Sponsor has sufficient funds to satisfy its indemnity obligations and believe that the Sponsor’s only assets

are securities of the Company.

Therefore, the Company cannot assure its stockholders that the Sponsor would be able to satisfy those obligations.

None of the Company’s officers or directors will indemnify the Company for claims by third parties including, without limitation,

claims by vendors and prospective target businesses.

The Company will seek to reduce the possibility that the Sponsor will have to indemnify

the Trust Account due to claims of creditors by endeavoring to have all vendors, service providers, prospective target businesses or other

entities with which the Company does business, execute agreements with the Company waiving any right, title, interest or claim of any

kind in or to monies held in the Trust Account.

DATA KNIGHTS ACQUISITION CORP.

TO UNAUDITED CONDENSED FINANCIAL STATEMENTS

Note 1 —

Description of Organization and

Business Operations (Continued)

Liquidity and Management’s Plans

to the completion of the Initial Public Offering, the Company lacked the liquidity it needed to sustain operations for a reasonable period

of time, which is considered to be one year from the issuance date of the financial statements.

The Company has since completed its Initial

Public Offering at which time capital in excess of the funds deposited in the Trust Account and/or used to fund offering expenses was

released to the Company for general working capital purposes.

Accordingly, management has since reevaluated the Company’s liquidity

and financial condition and determined that sufficient capital exists to sustain operations through the earlier of the consummation

of a Business Combination or one year from this filing and therefore substantial doubt has been alleviated.

There is no assurance that

the Company’s plans to consummate an initial Business Combination will be successful within the Combination Period.

The financial

statements do not include any adjustments that might result from the outcome of this uncertainty.

Deferred offering costs

consist of costs incurred in connection with preparation for the Public Offering executed on May 11, 2021.

These costs, together with

the underwriting discounts and commissions, will be allocated among the freestanding financial instruments that are included in the Public

As of March 31, 2021, the Company had deferred offering costs of $45,000.

Risks and Uncertainties

Management is currently evaluating

the impact of the COVID-19 pandemic and has concluded that while it is reasonably possible that the virus could have a negative effect

on the Company’s financial position, results of its operations and/or search for a target company, the specific impact is not readily

determinable as of the date of the financial statement.

The financial statements do not include any adjustments that might result from

the outcome of this uncertainty.

Combination only if the Company has net tangible assets of at least $ 5,000,001 either immediately prior to or upon such consummation

of a Business Combination and, if the Company seeks stockholder approval, a majority of the outstanding shares voted are voted in favor

of the Business Combination.

In connection with the voting on the Extension Amendment Proposal and the Trust Amendment Proposal at the

special meeting, holders of 8,768,456 shares of Class A Common Stock exercised their right to redeem those shares for cash at an approximate

price of $ 10.42 per share, for an aggregate of approximately $ 91.4 million.

Following the payment of the redemptions, the Trust Account

had a balance of approximately $ 28.5 million.

August 11, 2023, at 1:00 p.m.

ET, the Company held a virtual special meeting of its stockholders.

At the Special Meeting, the Company

stockholders entitled to vote at the Special Meeting cast their votes and approved the proposal (the “Trust Amendment Proposal”)

to authorize the Company to enter into Amendment No.

2 to the Trust Agreement (the “Trust Agreement Amendment”) to amend

the Trust Agreement to allow the Company to extend beyond August 11, 2023 the date by which either the Company must have completed its

initial business combination or Continental must liquidate the Trust Account established in connection with the IPO (the “Trust

Following approval of the Trust Amendment Proposal by the Stockholders, the Company and Continental promptly entered

into the Trust Agreement Amendment.

At the Special Meeting, the Stockholders approved the Extension Amendment Proposal to amend

Company’s Charter and authorized the Company to adopt and file the Amended Charter with the Secretary of State of Delaware, which

the Company promptly filed following the Stockholders’ approval.

The stockholders approved amendments to the Company’s charter

and trust agreement allowing the Company to extend its termination date in a series of up to nine (9) one-month extensions until May

11, 2024 in exchange for depositing into its trust account (the “Trust Account”) with Continental Stock Transfer and Trust

Company the lesser of $75,000 or $0.045 per share for each public share outstanding (the “Extension Amount”).

connection with the voting on the Extension Amendment Proposal and the Trust Amendment Proposal at the Special Meeting, holders of 1,018,846

shares of Class A ordinary shares exercised the right to redeem such shares for cash.

August 11, 2023, the Company deposited $ 75,000 into the Company’s trust account, allowing the Company to extend the period of time

it has to consummate its initial business combination by one month from August 11, 2023 to September 11, 2023 (the “Extension”).

The Extension is the first of nine (9) one-month extensions permitted under the Company’s governing documents.

As of September

30, 2023, the Company has executed two one-month extensions, out of the nine, resulting in deposits of approximately $ 150,000 into the

Trust Account.

DESCRIPTION OF ORGANIZATION AND BUSINESS OPERATIONS (Continued)

on the above, the Company will have until May 11, 2024 to consummate a Business Combination.

If the Company is unable to complete a Business

Combination on May 11, 2024 at the election of the Company subject to satisfaction of certain conditions, including the deposit of up

$ 2,300,000 since the underwriters’ over-allotment option is exercised in full ($ 0.10 per unit), into the Trust Account, or as extended

by the Company’s stockholders in accordance with the Company’s amended and restated certificate of incorporation) (the “Combination

Period”), the Company will (i) cease all operations except for the purpose of winding up, (ii) as promptly as reasonably possible

but no 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 earned on the funds held in the Trust Account and not previously released

to the Company to pay taxes (less up to $ 100,000 of interest to pay dissolution expenses), divided by the number of then outstanding

public shares, which redemption will completely extinguish public stockholders’ rights as stockholders (including the right to

receive further liquidation 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 Company’s board of directors, proceed to commence

a voluntary liquidation and thereby a formal dissolution of the Company, subject in each case to its obligations under Delaware law to

provide for claims of creditors and the requirements of applicable law.

The underwriter has agreed to waive its rights to the deferred

underwriting commission held in the Trust Account in the event the Company does not complete a Business Combination within the Combination

Period and, in such event, such amounts will be included with the funds held in the Trust Account that will be available to fund the

redemption of the Public Shares.

In the event of such distribution, it is possible that the per share value of the assets remaining available

for distribution will be less than the Initial Public Offering price per Unit ($ 10.00 ).

There will be no redemption rights or liquidating

distributions with respect to the Founder Shares (as defined below) or the shares of Class A Common Stock and the warrants that are included

as components of the Private Placement Units.

Such warrants will expire worthless if the Company fails to complete a Business Combination

within the Combination Period.

Sponsor has agreed that it will be liable to the Company if and to the extent any claims by a third party for services rendered or products

sold to the Company, or a prospective target business with which the Company has entered into a written letter of intent, confidentiality

or similar agreement or Business Combination agreement, reduce the amount of funds in the Trust Account to below the lesser of (i) $ 10.20

per Public Share and (ii) the actual amount per Public Share held in the Trust Account as of the day of liquidation of the Trust Account,

if less than $ 10.20 per share due to reductions in the value of the trust assets, less taxes payable, provided that such liability will

not apply to any claims by a third party or prospective target business who executed a waiver of any and all rights to monies held in

the Trust Account (whether or not such waiver is enforceable) nor will it apply to any claims under the Company’s indemnity of

the underwriter of Initial Public Offering against certain liabilities, including liabilities under the Securities Act of 1933, as amended

(the “Securities Act”).

However, the Company has not asked the Sponsor to reserve for such indemnification obligations, nor

has the Company independently verified whether the Sponsor has sufficient funds to satisfy its indemnity obligations and believe that

the Sponsor’s only assets are securities of the Company.

Therefore, the Company cannot assure its stockholders that the Sponsor

would be able to satisfy those obligations.

None of the Company’s officers or directors will indemnify the Company for claims by

third parties including, without limitation, claims by vendors and prospective target businesses.

The Company will seek to reduce the

possibility that the Sponsor will have to indemnify the Trust Account due to claims of creditors by endeavoring to have all vendors,

service providers, prospective target businesses or other entities with which the Company does business, execute agreements with the

Company waiving any right, title, interest or claim of any kind in or to monies held in the Trust Account.

Combination with OneMedNet

November 7, 2023, the Company consummated its initial business combination (the “Business Combination”) with OneMedNet

Solutions Corporation (formerly named OneMedNet Corporation), a Delaware corporation (“OneMedNet”), pursuant to an

agreement and plan of merger, dated as of April 25, 2022 (the “Merger Agreement”), by and among the Company, Data

Knights Merger Sub, Inc., a Delaware corporation and a wholly-owned subsidiary of the Company (“Merger Sub”), OneMedNet,

Data Knights, LLC, a Delaware limited liability company (“Sponsor” or “Purchaser Representative”) in its

capacity as the representative of the stockholders of the Company, and Paul J.

Casey in his capacity as the representative of the

stockholders of OneMedNet (“Seller Representative”).

DESCRIPTION OF ORGANIZATION AND BUSINESS OPERATIONS (Continued)

July 22, 2022, the Company filed a registration statement on Form S-4 (File No.

333-266274) (the “Form S-4”, as amended on

September 20, 2022, November 10, 2022, January 3, 2023, February 3, 2023, April 11, 2023, July 5, 2023, August 2, 2023, August 8, 2023,

August 29, 2023 and September 21, 2023) with the SEC, which includes the proxy statement/prospectus/information statement distributed

to holders of the Company’s ordinary shares in connection with the Company’s solicitation for proxies for the vote by the

Company’s stockholders in connection with the Business Combination and other matters as described in the Form S-4.

was declared effective by the SEC on September 22, 2023, and the definitive proxy statement/prospectus/information statement was mailed

to the Company’s shareholders of record on the record date for voting on the Business Combination.

The Business Combination closed

on November 13, 2023.

Effective November 7, 2023, the Company’s units ceased trading, and

effective November 8, 2023, the Company’s common stock began trading on the Nasdaq Capital Market under the symbol “ONMD”

and warrants began trading on the Nasdaq Capital Market under the symbol “ONMDW.”

Business Combination was accounted for as a reverse recapitalization in accordance with GAAP, whereby the Company is treated as the acquired

company and OneMedNet is treated as the acquirer.

Accordingly, for accounting purposes, the Business Combination was treated as the equivalent

of OneMedNet issuing stock for the net assets of the Company, accompanied by a recapitalization.

The net assets of the Company were stated

at historical cost, with no goodwill or other intangible assets recorded.

Subsequent presentations of the results of operations presented

for the period prior to the Business Combination will be for those of OneMedNet.

has been determined to be the accounting acquirer in the Business Combination based on the following predominate factors:

existing stockholders have the greatest voting interest in the combined entity;

has the ability to nominate a majority of the initial members of the OneMedNet Board;

senior management is the senior management of the combined entity;

is the larger entity based on historical operating activity and has the larger employee base.

Concern, Liquidity and Capital Resources

of September 30, 2023 and December 31, 2022, the Company had cash held outside of the Trust Account of $ 1,537 and $ 30,870 , respectively.

We intend to use the funds held outside the Trust Account primarily to identify and evaluate target businesses, perform business due

diligence on prospective target businesses, travel to and from the offices, plants or similar locations of prospective target businesses

or their representatives or owners, review corporate documents and material agreements of prospective target businesses, and structure,

negotiate and complete our initial business combination.

As of September 30, 2023 and December 31,2022, the Company had working capital

deficit of $ 3,057,188 and $ 1,945,267 , respectively.

Company’s liquidity needs prior to the consummation of its IPO were satisfied through the proceeds of $ 25,000 from the sale of

the Founder Shares and proceed from the promissory note from sponsor of $ 78,925 , which was repaid upon closure of the IPO.

to the IPO, the Company’s liquidity will be satisfied through a portion of the net proceeds from IPO held outside of the Trust

of September 30, 2023 and December 31, 2022, we had investments of $ 19,308,261 and $ 29,029,416 held in the Trust Account, respectively.

We intend to use substantially all of the funds held in the Trust Account, including any amounts representing interest earned on the

Trust Account (less taxes paid and deferred underwriting commissions) to complete our initial business combination.

We may withdraw interest

to pay taxes.

For the nine months ended September 30, 2023, we withdraw $ 498,697 of interest earned on the Trust Account pay Delaware

Franchise Tax and Income Tax.

During the period ended December 31, 2022, we withdraw $ 299,601 interest earned on the Trust Account to

pay Delaware Franchise Tax.

To the extent that our capital stock or debt is used, in whole or in part, as consideration to complete our

initial business combination, the remaining proceeds held in the Trust Account will be used as working capital to finance the operations

of the target business or businesses, make other acquisitions and pursue our growth strategies.

DESCRIPTION OF ORGANIZATION AND BUSINESS OPERATIONS (Continued)

accompanying consolidated financial statements have been prepared in conformity with U.S.

GAAP, which contemplates the continuation of

the Company as a going concern and the realization of assets and the satisfaction of liabilities in the normal course of business.

financial statements do not include any adjustments that might result from the outcome of this uncertainty.

Further, we have incurred

and expect to continue to incur significant costs in pursuit of our financing and acquisition plans.

Management plans to address this

uncertainty during the period leading up to the business combination, however this cannot be guaranteed.

The Company will have until

May 11, 2024 to consummate a Business Combination.

If our initial business combination is not consummated by May 11, 2024, less than

one year after the date the financial statements are issued, then our existence will terminate, and we will distribute all amounts in

the trust account.

The Company intends to complete a business combination before the liquidation date and no adjustments have been made

to the carrying amounts of assets or liabilities should the company be required to liquidate after such date.

There can be no assurance

that the Company will be able to consummate an initial business combination by May 11, 2024 and/or have sufficient working capital and

borrowing capacity to meet its needs.

Based upon the above analysis, management determined that these conditions raise substantial doubt

about the Company’s ability to continue as a going concern.

order to fund working capital deficiencies or finance transaction costs in connection with our initial Business Combination, our Sponsor

or an affiliate of our Sponsor or certain of our officers and directors may, but are not obligated to, loan us funds as may be required.

If we complete our initial Business Combination, we would repay such loaned amounts.

In the event that our initial Business Combination

does not close, we may use a portion of the working capital held outside the Trust Accounts to repay such loaned amounts but no proceeds

from our Trust Accounts would be used for such repayment.

Up to $ 1,500,000 of such loans may be convertible into units identical to the

Placement Units, at a price of $ 10.00 per unit at the option of the lender.

and Uncertainties

is currently evaluating the impact of the COVID-19 pandemic and has concluded that while it is reasonably possible that the virus could

have a negative effect on the Company’s financial position, results of its operations and/or search for a target company, the specific

impact is not readily determinable as of the date of the financial statement.

The financial statements do not include any adjustments

that might result from the outcome of this uncertainty.

August 16, 2022, the Inflation Reduction Act of 2022 (the “IR Act”) was signed into law.

The IR Act provides for, among other

measures, a new 1% U.S.

federal excise tax on certain repurchases (including redemptions) of stock by publicly traded domestic (i.e.,

U.S.) corporations.

The excise tax is imposed on the repurchasing corporation itself, not its shareholders from whom the shares are repurchased.

The amount of the excise tax is generally 1% of the fair market value of the shares repurchased.

For purposes of calculating the excise

tax, however, repurchasing corporations are permitted to net the fair market value of certain new stock issuances against the fair market

value of stock repurchases during the same taxable year.

In addition, certain exceptions apply to the excise tax.

of the Treasury (the “Treasury Department”) has been given authority to provide regulations and other guidance to carry out,

and prevent the abuse or avoidance of, the excise tax.

The IR Act applies only to repurchases that occur after December 31, 2022.

DESCRIPTION OF ORGANIZATION AND BUSINESS OPERATIONS (Continued)

redemption or other repurchase effected by us that occurs after December 31, 2022, in connection with a Business Combination or otherwise,

may be subject to this excise tax.

Whether and to what extent we would be subject to the excise tax in connection with a Business Combination

will depend on a number of factors, including (i) the fair market value of the redemptions and repurchases in connection with the Business

Combination, (ii) the nature and amount of any PIPE financing or other equity issuances in connection with the Business Combination (or

any other equity issuances within the same taxable year of the Business Combination) and (iii) the content of any regulations and other

guidance issued by the Treasury Department and/or the Internal Revenue Service.

In addition, because the excise tax would be payable

by us and not by the redeeming holder, it could cause a reduction in the value of our stock.

The foregoing could cause a reduction in

the cash available on hand to complete a business Combination in the required time and redeem 100% of our public shares in accordance

with our amended and restated certificate of incorporation) could be subject to the excise tax, in which case the amount that would otherwise

be received by our stockholders in connection with our liquidation may be reduced.

Reduction Act of 2022

August 16, 2022, the Inflation Reduction Act of 2022 (the “IR Act”) was signed into federal law.

The IR Act provides for,

among other things, a new U.S.

federal 1% excise tax on certain repurchases (including redemptions) of stock by publicly traded domestic

(i.e., U.S.) corporations and certain domestic subsidiaries of publicly traded foreign corporations.

The excise tax is imposed on the

repurchasing corporation itself, not its shareholders from which shares are repurchased.

The amount of the excise tax is generally 1%

of the fair market value of the shares repurchased at the time of the repurchase.

However, for purposes of calculating the excise tax,

repurchasing corporations are permitted to net the fair market value of certain new stock issuances against the fair market value of

stock repurchases during the same taxable year.

In addition, certain exceptions apply to the excise tax.

Department of the Treasury

(the “Treasury”) has been given authority to provide regulations and other guidance to carry out and prevent the abuse or

avoidance of the excise tax.

The IR Act applies only to repurchases that occur after December 31, 2022.

redemption or other repurchase that occurs after December 31, 2022, in connection with a Business Combination, extension vote or otherwise,

may be subject to the excise tax.

Whether and to what extent the Company would be subject to the excise tax in connection with a Business

Combination, extension vote or otherwise would depend on a number of factors, including (i) the fair market value of the redemptions

and repurchases in connection with the Business Combination, extension or otherwise, (ii) the structure of a Business Combination, (iii)

the nature and amount of any “PIPE” or other equity issuances in connection with a Business Combination (or otherwise issued

not in connection with a Business Combination but issued within the same taxable year of a Business Combination) and (iv) the content

of regulations and other guidance from the Treasury.

In addition, because the excise tax would be payable by the Company and not by the

redeeming holders, the mechanics of any required payment of the excise tax have not been determined.

The foregoing could cause a reduction

in the cash available on hand to complete a Business Combination and in the Company’s ability to complete a Business Combination.

this time, it has been determined that the IR Act tax provisions would have an impact to the Company’s fiscal 2023 tax provision

as there were redemptions by the public stockholders in August 2023;

as a result, the Company recorded $113,353 excise tax liability

as of September 30, 2023.

The Company will continue to monitor for updates to the Company’s business along with guidance issued

with respect to the IR Act to determine whether any adjustments are needed to the Company’s tax provision in future periods.

SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

Basis of Presentation

The accompanying financial

statements have been prepared in accordance with accounting principles generally accepted in the United States of America (“US GAAP”)

and pursuant to the accounting and disclosure rules and regulations of the U.S.

Securities and Exchange Commission.

Emerging Growth Company

The Company is an “emerging

growth company,”

as defined in Section 2(a) of the Securities Act, as modified by the Jumpstart Our Business Startups

Act of 2012 (the “JOBS Act”), and it may take advantage of certain exemptions from various reporting requirements that are

applicable to other public companies that are not emerging growth companies including, but not limited to, not being required to comply

with the independent registered public accounting firm attestation requirements of Section 404 of the Sarbanes-Oxley Act, reduced

disclosure obligations regarding executive compensation in its periodic reports and proxy statements, and exemptions from the requirements

of holding a nonbinding advisory vote on executive compensation and stockholder approval of any golden parachute payments not previously

DATA KNIGHTS ACQUISITION CORP.

TO UNAUDITED CONDENSED FINANCIAL STATEMENTS

Summary of Significant Accounting Policies (Continued)

Further, Section 102(b)(1) of

the JOBS Act exempts emerging growth companies from being required to comply with new or revised financial accounting standards until

private companies (that is, those that have not had a Securities Act registration statement declared effective or do not have a class

of securities registered under the Exchange Act) are required to comply with the new or revised financial accounting standards.

Act provides that a company can elect to opt out of the extended transition period and comply with the requirements that apply to non-emerging

growth companies but any such election to opt out is irrevocable.

The Company has elected not to opt out of such extended transition period,

which means that when a standard is issued or revised and it has different application dates for public or private companies, the Company,

as an emerging growth company, can adopt the new or revised standard at the time private companies adopt the new or revised standard.

This may make comparison of the Company’s financial statements with another public company, which is neither an emerging growth

company nor an emerging growth company which has opted out of using the extended transition period difficult or impossible because of

the potential differences in accounting standards used.

Use of Estimates

The preparation of the balance

sheet in conformity with GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities

and disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of revenues and expenses

during the reporting period.

Making estimates requires

management to exercise significant judgment.

It is at least reasonably possible that the estimate of the effect of a condition, situation

or set of circumstances that existed at the date of the financial statements, which management considered in formulating its estimate,

could change in the near term due to one or more future confirming events.

Accordingly, the actual results could differ significantly

from those estimates.

Cash and Cash Equivalents

of presentation

accompanying financial statements are presented in U.S.

Dollars and conformity with accounting principles generally accepted in the United

States of America (“GAAP”) and pursuant to the rules and regulations of the SEC.

of Consolidation

accompanying consolidated financial statements include the accounts of the Company and its wholly-owned subsidiary.

All significant intercompany

balances and transactions have been eliminated in consolidation.

growth company

Company is an “emerging growth company,” as defined in Section 2(a) of the Securities Act, as modified by the Jumpstart Our

Business Startups Act of 2012 (the “JOBS Act”), and it may take advantage of certain exemptions from various reporting requirements

that are applicable to other public companies that are not emerging growth companies including, but not limited to, not being required

to comply with the auditor attestation requirements of Section 404 of the Sarbanes-Oxley Act, reduced disclosure obligations regarding

executive compensation in its periodic reports and proxy statements, and exemptions from the requirements of holding a nonbinding advisory

vote on executive compensation and stockholder approval of any golden parachute payments not previously approved.

Section 102(b)(1) of the JOBS Act exempts emerging growth companies from being required to comply with new or revised financial accounting

standards until private companies (that is, those that have not had a Securities Act registration statement declared effective or do

not have a class of securities registered under the Exchange Act) are required to comply with the new or revised financial accounting

The JOBS Act provides that a company can elect to opt out of the extended transition period and comply with the requirements

that apply to non-emerging growth companies but any such election to opt out is irrevocable.

The Company has elected not to opt out of

such extended transition period which means that when a standard is issued or revised and it has different application dates for public

or private companies, the Company, as an emerging growth company, can adopt the new or revised standard at the time private companies

adopt the new or revised standard.

This may make comparison of the Company’s financial statements with another public company which

is neither an emerging growth company nor an emerging growth company which has opted out of using the extended transition period difficult

or impossible because of the potential differences in accounting standards used.

preparation of financial statements in conformity with GAAP requires management to make estimates and assumptions that affect the reported

amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements and the

reported amounts of revenues and expenses during the reporting period.

estimates requires management to exercise significant judgment.

It is at least reasonably possible that the estimate of the effect of

a condition, situation or set of circumstances that existed at the date of the financial statements, which management considered in formulating

its estimate, could change in the near term due to one or more future confirming events.

Accordingly, the actual results could differ

significantly from those estimates.

and Cash Equivalents

Company considers all highly liquid investments purchased with an original maturity of three months or less to be cash equivalents.

equivalents are carried at cost, which approximates fair value.

The Company had $25,000 in cash and no cash equivalents as of March

Company complies with the accounting and reporting requirements of ASC Topic 740, “Income Taxes,”

which requires an asset

and liability approach to financial accounting and reporting for income taxes.

Deferred income tax assets and liabilities are computed

for differences between the financial statement and tax bases of assets and liabilities that will result in future taxable or deductible

amounts, based on enacted tax laws and rates applicable to the periods in which the differences are expected to affect taxable income.

Valuation allowances are established, when necessary, to reduce deferred tax assets to the amount expected to be realized .

ASC Topic 740 prescribes

a recognition threshold and a measurement attribute for the financial statement recognition and measurement of tax positions taken or

expected to be taken in a tax return.

For those benefits to be recognized, a tax position must be more-likely-than-not to be sustained

upon examination by taxing authorities.

The Company recognizes accrued interest and penalties related to unrecognized tax benefits, if

any, as income tax expense.

There were no unrecognized tax benefits and no amounts accrued for interest and penalties as of March 31, 2021.

The Company is currently not aware of any issues under review that could result in significant payments, accruals or material deviation

from its position.

The provision for income

taxes was deemed to be immaterial for the period from February 8, 2021 (inception) through March 31, 2021.

DATA KNIGHTS ACQUISITION CORP.

TO UNAUDITED CONDENSED FINANCIAL STATEMENTS

Note 2 —

Summary of Significant Accounting

Policies (Continued)

Class A Common Stock Subject to Possible Redemption

Company accounts for its shares subject to possible redemption in accordance with the guidance in Accounting Standards Codification (“ASC”)

Topic 480 “Distinguishing Liabilities from Equity.”

Shares subject to mandatory redemption (if any) is classified as a liability

The Company had $ 1,537 and $ 30,870 in cash and no cash equivalents as

of September 30, 2023 and December 31, 2022, respectively.

SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Continued)

the closing of the Initial Public Offering and the Private Placement, $ 117,300,000 ($ 10.00 per Unit) of the net proceeds of the Initial

Public Offering and certain of the proceeds of the Private Placement was held in a trust account (“Trust Account”) located

in the United States with Continental Stock Transfer & Trust Company acting as trustee, and invested only in U.S.

government treasury

obligations with a maturity of 185 days or less or in money market funds meeting certain conditions under Rule 2a-7 under the Investment

Company Act 1940, as amended (the “Investment Company Act”), which will be invested only in direct U.S.

government treasury

obligations, as determined by the Company, until the earlier of:

(i) the completion of a Business Combination and (ii) the distribution

of the Trust Account as described below.

Costs Associated with the Initial Public Offering

costs consisted of legal, accounting, underwriting fees and other costs incurred that were directly related to the Initial Public Offering.

Offering costs are allocated to the separable financial instruments issued in the Initial Public Offering based on a relative fair value

basis, compared to total proceeds received.

Offering costs associated with warrant liabilities are expensed as incurred, presented as

offering costs allocated to warrants in the consolidated statements of operations.

Offering costs associated with the Public Shares were

charged to stockholders’ equity upon the completion of the Initial Public Offering.

A Common Stock Subject to Possible Redemption

Company accounts for its shares subject to possible redemption in accordance with the guidance in Accounting Standards Codification (“ASC”)

Topic 480 “Distinguishing Liabilities from Equity.” Shares subject to mandatory redemption (if any) is classified as a liability

instrument and is measured at fair value.

1 unchanged sentence

redemption rights that are either within the control of the holder or subject to redemption upon the occurrence of uncertain events not

solely within the Company’s control) is classified as temporary equity.

At all other times, shares are classified as stockholders’

The Company’s shares feature certain redemption rights that are considered to be outside of the Company’s control

and subject to occurrence of uncertain future events.

Accordingly, at March 31, 2021, as there are no shares of Class A Common

Stock outstanding, no shares of Class A Common Stock are subject to possible redemption.

Concentration of Credit Risk

Financial instruments that

potentially subject the Company to concentration of credit risk consist of a cash account in a financial institution which, at times,

may exceed the Federal Depository Insurance Corporation coverage limit of $250,000.

The Company has not experienced losses on this account

and management believes the Company is not exposed to significant risks on such account.

Loss Per Share

Net income (loss) per share

is computed by dividing net income (loss) by the weighted average number of common stock shares outstanding for the period.

The calculation

of diluted income (loss) per share does not consider the effect of the warrants issued in connection with the Initial Public Offering

and warrants issued as components of the Private Placement Units (the “Placement Warrants”) since the exercise of the warrants

are contingent upon the occurrence of future events and the inclusion of such warrants would be anti-dilutive.

The Company’s statements

of operations includes a presentation of income (loss) per share for common stock shares subject to possible redemption in a manner similar

to the two-class method of income (loss) per share.

Net income per share, basic and diluted, for Class A redeemable common stock is calculated

by dividing the interest income earned on the Trust Account, if any, by the weighted average number of Class A redeemable common stock

shares outstanding.

Net loss per share, basic and diluted, for Class A and Class B non-redeemable common stock is calculated by dividing

the net loss, adjusted for income attributable to Class A redeemable common stock shares, by the weighted average number of Class A and

Class B non-redeemable common stock shares outstanding for the period.

Non-redeemable Class A and Class B common stock shares includes

the Founder Shares and non-redeemable common stock shares as these shares do not have any redemption features and do not participate in

the income earned on the Trust Account.

DATA KNIGHTS ACQUISITION CORP.

TO UNAUDITED CONDENSED FINANCIAL STATEMENTS

solely within the Company’s control) is classified as temporary equity.

At all other times, shares are classified as stockholders’

The Company’s Class A Common Stock features certain redemption rights that are considered to be outside of the Company’s

control and subject to occurrence of uncertain future events.

September 30, 2023, there are 585,275 shares of Class A Common Stock related to the Private Placement Units (Note 8) outstanding, which

are not subject to redemption, and 1,712,698 shares of Class A Common Stock outstanding, which are subject to possible redemption.

it is probable that the equity instrument will become redeemable, the Company has the option to either accrete changes in the redemption

value over the period from the date of issuance (or from the date that it becomes probable that the instrument will become redeemable,

if later) to the earliest redemption date of the instrument or to recognize changes in the redemption value immediately as they occur

and adjust the carrying amount of the instrument to equal the redemption value at the end of each reporting period.

The Company has elected

to recognize the changes immediately.

The accretion or remeasurement is treated as a deemed dividend (i.e., a reduction to retained earnings,

or in absence of retained earnings, additional paid-in capital).

SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Continued)

Fair Value of Financial Instruments

Company determines fair value based on assumptions that market participants would use in pricing an asset or liability in the principal

or most advantageous market.

When considering market participant assumptions in fair value measurements, the following fair value hierarchy

distinguishes between observable and unobservable inputs, which are categorized in one of the following levels:

Level 1 Inputs:

Unadjusted quoted prices for identical assets or instruments in active markets.

Level 2 Inputs:

Quoted prices for similar instruments in active markets and quoted prices for identical or similar instruments in markets that are not

active and model derived valuations whose inputs are observable or whose significant value drivers are observable.

Significant inputs into the valuation model are unobservable.

Company does not have any recurring Level 2 or Level 3 assets or liabilities.

The carrying value of the Company’s financial instruments

including its cash and accrued liabilities approximate their fair values principally because of their short-term nature.

Derivative Financial Instruments

of September 30, 2023 and 2022, the Class A Common Stock reflected on the balance sheet are reconciled in the following table:

OF RECONCILED CLASS A COMMON STOCK

For the Nine Months Ended

September 30,

Contingently redeemable Class A Common Stock – Opening Balance

$ 117,300,000

Redemption of Class A Common Stock, including interest

( 11,335,260 )

Re-measurement of carrying value to redemption value

Contingently redeemable Class A Common Stock - Ending Balance

income (loss) per share

income (loss) per share is computed by dividing net income (loss) by the weighted average number of common stock shares outstanding for

The calculation of diluted income (loss) per share does not consider the effect of the warrants issued in connection with

the Initial Public Offering and warrants issued as components of the Private Placement Units (the “Placement Warrants”) since

the exercise of the warrants are contingent upon the occurrence of future events and the inclusion of such warrants would be anti-dilutive.

Company applies the two-class method in calculating earnings per share.

The contractual formula utilized to calculate the redemption

amount approximates fair value.

The Class feature to redeem at fair value means that there is effectively only one class of stock.

in fair value are not considered a dividend for the purposes of the numerator in the earnings per share calculation.

Net income per common

share is computed by dividing the pro rata net income (loss) between the redeemable shares and the non-redeemable shares by the weighted

average number of common shares outstanding for each of the periods.

The calculation of diluted income (loss) per common stock does not

consider the effect of the warrants issued in connection with the IPO since the exercise of the warrants are contingent upon the occurrence

of future events and the inclusion of such warrants would be anti-dilutive.

The warrants are exercisable for 12,085,275 shares of common

stock in the aggregate.

SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Continued)

following table reflects the calculation of basic and diluted net income (loss) per common share:

RECONCILIATION

OF NET LOSS PER COMMON SHARE

For the Three Months Ended

For the Nine months ended

September 30,

Redeemable Class A common shares

Net income (loss) allocable to common stock subject to possible redemption

$ ( 252,542 )

$ ( 117,823 )

$ ( 312,541 )

weighted average number of redeemable common share

Basic and diluted net income (loss) per redeemable common share

Non-redeemable Class A and Class B common shares

Net income (loss) allocable to common stock not subject to redemption

$ ( 563,978 )

$ ( 595,119 )

weighted average number of non-redeemable common shares

Basic and diluted net income (loss) per non-redeemable common share

Concentration

of credit risk

instruments that potentially subject the Company to concentration of credit risk consist of a cash account in a financial institution

which, at times may exceed the Federal depository insurance coverage of $250,000.

At September 30, 2023 and 2022, the Company had not

experienced losses on this account and management believes the Company is not exposed to significant risks on such account.

value of financial instruments

fair value of the Company’s assets and liabilities, which qualify as financial instruments under ASC Topic 820, “Fair Value

Measurements and Disclosures,” approximates the carrying amounts represented in the accompanying consolidated balance sheets, primarily

due to their short-term nature, except warrant liabilities (See Note 9).

Financial Instruments

Company evaluates its financial instruments to determine if such instruments are derivatives or contain features that qualify as embedded

derivatives in accordance with ASC Topic 815, “

and Hedging ”

derivatives in accordance with ASC Topic 815, “Derivatives and Hedging”.

For derivative financial instruments that are accounted

3 unchanged sentences

including whether such instruments should be recorded as liabilities or as equity, is evaluated at the end of each reporting period.

liabilities are classified in the balance sheet as current or non-current based on whether or not net-cash settlement or conversion of

the instrument could be required within 12 months of the balance sheet date.

Derivative liabilities are classified in the balance sheet as current or non-current based on whether or not net-cash settlement or conversion

of the instrument could be required within 12 months of the balance sheet date.

SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Continued)

Company complies with the accounting and reporting requirements of ASC Topic 740, “Income Taxes,” which requires an asset

and liability approach to financial accounting and reporting for income taxes.

Deferred income tax assets and liabilities are computed

for differences between the financial statement and tax bases of assets and liabilities that will result in future taxable or deductible

amounts, based on enacted tax laws and rates applicable to the periods in which the differences are expected to affect taxable income.

Valuation allowances are established, when necessary, to reduce deferred tax assets to the amount expected to be realized.

Topic 740 prescribes a recognition threshold and a measurement attribute for the financial statement recognition and measurement of tax

positions taken or expected to be taken in a tax return.

For those benefits to be recognized, a tax position must be more-likely-than-not

to be sustained upon examination by taxing authorities.

The Company’s management determined that the United States is the Company’s

only major tax jurisdiction.

The Company recognizes accrued interest and penalties related to unrecognized tax benefits, if any, as income

There were no unrecognized tax benefits and no amounts accrued for interest and penalties as of September 30, 2023 and 2022,

respectively.

The Company is currently not aware of any issues under review that could result in significant payments, accruals, or material

deviation from its position.

The Company is subject to income tax examinations by major taxing authorities since inception.

effective tax rate was ( 12.03 )% and ( 229.26 )% for the three months ended September 30, 2023 and 2022, respectively.

Our effective tax rate was

( 30.10 )% and 3.44 % for the nine months ended September 30, 2023 and 2022, respectively.

The effective tax rate differs from the statutory

tax rate of 21 % for the three months ended September 30, 2023 and 2022, due to transaction costs and the valuation allowance on the deferred

Issued Accounting Standards

Management does not believe

that any recently issued, but not yet effective, accounting pronouncements, if currently adopted, would have a material effect on the

Company’s financial statements.

Note 3 —Public Offering

August 2020, the FASB issued Accounting Standards Update (“ASU”) 2020-06, “Debt — Debt with Conversion and Other

Options” (Subtopic 470-20) and “Derivatives and Hedging — Contracts in Entity’s Own Equity” (Subtopic 815-40)

(“ASU 2020-06”) to simplify accounting for certain financial instruments.

ASU 2020-06 eliminates the current models that

require separation of beneficial conversion and cash conversion features from convertible instruments and simplifies the derivative scope

exception guidance pertaining to equity classification of contracts in an entity’s own equity.

The new standard also introduces

additional disclosures for convertible debt and freestanding instruments that are indexed to and settled in an entity’s own equity.

ASU 2020-06 amends the diluted earnings per share guidance, including the requirement to use the if-converted method for all convertible

ASU 2020-06 is effective for the Company for the fiscal year beginning after December 15, 2023, including interim periods

within those fiscal years.

does not believe that any recently issued, but not yet effective, accounting pronouncements, if currently adopted, would have a material

effect on the Company’s financial statements.

INITIAL PUBLIC OFFERING

to the Initial Public Offering, the Company sold 11,500,000 Units at a purchase price of $ 10.00 per Unit.

Each Unit consists of one share

of the Company’s Class A common stock, $0.0001 par value, and one redeemable warrant (“Public Warrant”).

Each Public Warrant entitles the holder to purchase one share of Class A common stock at an exercise price of $11.50 per whole

share (see Note 7).

DATA KNIGHTS ACQUISITION CORP.

TO UNAUDITED CONDENSED FINANCIAL STATEMENTS

Note 4 —

of the Company’s Class A Common Stock, $ 0.0001 par value, and one redeemable warrant (“Public Warrant”).

Warrant entitles the holder to purchase one share of Class A Common Stock at an exercise price of $ 11.50 per whole share (see Note 9).

PRIVATE PLACEMENT

Simultaneously

with the Initial Public Offering, the Sponsor purchased an aggregate of 585,275 Private Placement Units at a price of $10.00 per

Private Placement Unit for an aggregate purchase price of $5,852,750.

The Private Placement Units

are identical to the Units, except that (a) the Private Placement Units and their component securities will not be transferable, assignable

or saleable until 30 days after the consummation of the Company’s initial business combination except to permitted transferees and

(b) the Placement Warrants, so long as they are held by the Sponsor or its permitted transferees, (i) may be exercised by the holders

on a cashless basis and (ii) will be entitled to registration rights.

Note 5 —

with the Initial Public Offering, the Sponsor purchased an aggregate of 585,275 Private Placement Units at a price of $ 10.00 per Private

Placement Unit for an aggregate purchase price of $ 5,852,750 .

Private Placement Units are identical to the Units, except that (a) the Private Placement Units and their component securities will not

be transferable, assignable or saleable until 30 days after the consummation of the Company’s initial business combination except

to permitted transferees and (b) the Placement Warrants, so long as they are held by the Sponsor or its permitted transferees, (i) may

be exercised by the holders on a cashless basis and (ii) will be entitled to registration rights.

RELATED PARTY TRANSACTIONS

Founder Shares

February 25, 2021, the Company issued an aggregate of 2,875,000 shares of Class B common stock (the “Founder Shares”)

to the Sponsor for an aggregate purchase price of $25,000.

On February 25, 2021, the Sponsor transferred 15,000 shares to the Company’s

Chief Executive Officer, 15,000 shares to the Company’s Chief Financial Officer and 5,000 shares to two of the Company’s independent

Following the determination of the Company’s third independent director, on March 23, 2021, the Sponsor transferred 5,000

shares to such independent director.

The Founder Shares which the Sponsor and its permitted transferees will collectively own, on an as-converted

basis, represent 20% of the Company’s issued and outstanding shares after the Initial Public Offering.

DATA KNIGHTS ACQUISITION CORP.

TO UNAUDITED CONDENSED FINANCIAL STATEMENTS

Note 5 —

Advisor Agreement

June 26, 2021, the Company entered into an introducing advisor agreement (the “Introducing Advisor Agreement”) with ARC Group

Limited, the Company’s financial advisor (“ARC”), pursuant to which ARC will make strategic introductions to the Company

of potential target companies and/or their subsidiaries, affiliates, or representatives (each an “Advisor Target”) who may

be interested in potential business combinations with the Company.

In consideration for ARC’s services under the Introducing Advisor

Agreement, we agreed to (i) pay to ARC (a) a retainer of $ 50,000 upon execution of the Introducing Advisor Agreement and (b) a success

fee of $ 100,000 upon the closing our initial business combination, and (ii) cause to be issued to ARC equity interests in the post-combination

company representing a five-percent ( 5 %) ownership interest in the post-combination company, if at any time prior to June 25, 2022 (the

“Termination Date”), or within six ( 6 ) months after the consummation of an initial business combination or any financing

with any Advisor Target or any affiliate of an Advisor Target (the “Equity Issuance”).

March 22, 2022, the Company and ARC entered into the First Amendment to the Introducing Advisor Agreement, pursuant to which both parties

agreed that the Company would pay to ARC an additional success fee equivalent to five percent ( 5 %) on any PIPE that was brought by ARC

in connection with the Company’s initial business combination upon the closing of the Company’s initial business combination.

December 31, 2022, the Company and ARC entered into the Second Amendment to the Introducing Advisor Agreement, pursuant to which both

parties agreed to extend the Termination Date to December 31, 2024, and to change the performance condition for the Equity Issuance from

the closing of an initial business combination to the execution of a business combination agreement.

On December 31, 2022, following

the execution of the Second Amendment to the Introducing Advisor Agreement, the performance condition for the Equity Issuance was deemed

to have been met, and ARC was issued 1,378,517 shares of the Company’s Class B Common Stock, up to 143,766 shares of which are

subject to forfeiture if the public stockholders exercise redemption rights with respect to any of the remaining outstanding shares of

Class A Common Stock.

February 25, 2021, the Company issued an aggregate of 2,875,000 shares of Class B Common Stock (the “Founder Shares”) to

the Sponsor for an aggregate purchase price of $ 25,000 .

On February 25, 2021, the Sponsor transferred 15,000 shares to the Company’s

Chief Executive Officer, 15,000 shares to the Company’s Chief Financial Officer and 5,000 shares to two of the Company’s

independent directors.

Following the determination of the Company’s third independent director, on March 23, 2021, the Sponsor

transferred 5,000 shares to such independent director.

The Founder Shares which the Sponsor and its permitted transferees will collectively

own, on an as-converted basis, represent 20 % of the Company’s issued and outstanding shares after the Initial Public Offering.

In connection with the Introducing Advisors Agreement, on December 31, 2022, ARC was granted 1,378,517 shares of Class B common stock,

$ 0.0001 par value per share, up to 143,766 of which are subject to forfeiture by ARC if the Company’s public shareholders exercise

redemption rights with respect to any of outstanding shares of Class A common stock.

RELATED PARTY TRANSACTIONS (Continued)

Sponsor has agreed not to transfer, assign or sell any of its Founder Shares until the earlier to occur of:

(A) six months after

the completion of a Business Combination or (B) the date on which the Company completes a liquidation, merger, capital stock exchange

or similar transaction that results in the Company’s stockholders having the right to exchange their shares of common stock for

cash, securities or other property.

Notwithstanding the foregoing, if the last reported sale price of the Company’s Class A

common stock equals or exceeds $12.00 per share (as adjusted for stock splits, stock dividends, reorganizations, recapitalizations and

the like) for any 20 trading days within any 30-trading day period commencing at least 150 days after the Business Combination, the

Founder Shares will be released from the lock-up.

Promissory Note —

Related Party

February 8, 2021, the Sponsor committed to loan the Company an aggregate of up to $300,000 to cover expenses related to the Initial

Public Offering pursuant to a promissory note (the “Note”).

The Note was non-interest bearing and was payable on the earlier

of July 31, 2021 or the completion of the Initial Public Offering.

At March 31, 2021, we had borrowed $78,925 under the Note.

1, 2021, the $78,925 outstanding under the Note was repaid in full.

Related Party Loans

order to finance transaction costs in connection with a Business Combination, the Company’s Sponsor, an affiliate of the Sponsor,

or the Company’s officers and directors may, but are not obligated to, loan the Company funds as may be required (the “Working

Capital Loans”).

(A) six months after the

completion of a Business Combination or (B) the date on which the Company completes a liquidation, merger, capital stock exchange or

similar transaction that results in the Company’s stockholders having the right to exchange their shares of common stock for cash,

securities or other property.

Notwithstanding the foregoing, if the last reported sale price of the Company’s Class A Common Stock

equals or exceeds $ 12.00 per share (as adjusted for stock splits, stock dividends, reorganizations, recapitalizations and the like) for

any 20 trading days within any 30-trading day period commencing at least 150 days after the Business Combination, the Founder Shares

will be released from the lock-up.

Note — Related Party

February 8, 2021, the Sponsor committed to loan the Company an aggregate of up to $ 300,000 to cover expenses related to the Initial Public

Offering pursuant to a promissory note (the “Note”).

The Note was non-interest bearing and was payable on the earlier of

July 31, 2021 or the completion of the Initial Public Offering.

On June 1, 2021, the $ 78,925 outstanding under the promissory note was

repaid in full.

On September 30, 2023 and December 31, 2022, there is no amount outstanding under the promissory note.

order to finance transaction costs in connection with a Business Combination, the Company’s Sponsor, an affiliate of the Sponsor,

or the Company’s officers and directors may, but are not obligated to, loan the Company funds as may be required (the “Working

Capital Loans”).

Such Working Capital Loans would be evidenced by promissory notes.

The notes would either be repaid upon consummation

of a Business Combination, without interest, or, at the lender’s discretion, up to $1,500,000 of notes may be converted upon

consummation of a Business Combination into units at a price of $10.00 per unit.

The Units will be identical to the Private Placement

In the event that a Business Combination does not close, the Company may use a portion of proceeds held outside the Trust Account

to repay the Working Capital Loans but no proceeds held in the Trust Account would be used to repay the Working Capital Loans.

If the Company anticipates

that it may not be able to consummate a Business Combination within 12 months, the Company may, by resolution of the Company’s board

if requested by the Sponsor, extend the period of time to consummate a Business Combination up to two times, each by an additional three

months (for a total of up to 18 months to complete a Business Combination), subject to the Sponsor depositing additional funds into the

Trust Account as set out below.

Pursuant to the terms of the Company’s amended and restated certificate of incorporation and the

trust agreement entered into between the Company and Continental Stock Transfer & Trust Company, in order for the time available for

the Company to consummate the initial Business Combination to be extended, the Sponsor or its affiliates or designees, upon five business

days advance notice prior to the applicable deadline, must deposit into the Trust Account $1,000,000, or $1,150,000 if the underwriters’

over-allotment option is exercised in full ($0.10 per unit in either case), on or prior to the date of the applicable deadline, for each

of the available three month extensions, providing a total possible Business Combination period of 18 months at a total payment value

of $2,000,000, or $2,300,000 if the underwriters’

over-allotment option is exercised in full ($0.10 per unit in either case) (the

“Extension Loans”).

Any such payments would be made in the form of non-interest bearing loans.

If the Company completes its

initial Business Combination, the Company will, at the option of the Sponsor, repay the Extension Loans out of the proceeds of the Trust

Account released to the Company or convert a portion or all of the total loan amount into units at a price of $10.00 per unit, which units

will be identical to the Private Placement Units.

If the Company does not complete a Business Combination, the Company will repay such

loans only from funds held outside of the Trust Account.

Furthermore, the letter agreement among the Company and the Company’s officers,

directors, and the Sponsor contains a provision pursuant to which the Sponsor will agree to waive its right to be repaid for such loans

to the extent there is insufficient funds held outside of the Trust Account in the event that the Company does not complete a Business

The Sponsor and its affiliates or designees are not obligated to fund the Trust Account to extend the time for the Company

to complete the initial Business Combination.

The public stockholders will not be afforded an opportunity to vote on the extension of

time to consummate an initial Business Combination from 12 months to 18 months described above or redeem their shares in connection with

such extensions.

DATA KNIGHTS ACQUISITION CORP.

TO UNAUDITED CONDENSED FINANCIAL STATEMENTS

Note 5 —

of a Business Combination, without interest, or, at the lender’s discretion, up to $ 1,500,000 of notes may be converted upon consummation

of a Business Combination into units at a price of $ 10.00 per unit.

The Units will be identical to the Private Placement Units.

event that a Business Combination does not close, the Company may use a portion of proceeds held outside the Trust Account to repay the

Working Capital Loans but no proceeds held in the Trust Account would be used to repay the Working Capital Loans.

On September 30, 2023

and December 31, 2022, there is $ 477,548 and $ 207,081 outstanding under the Working Capital Loans, respectively.

RELATED PARTY TRANSACTIONS (Continued)

Administrative Support Agreement

on the date of the prospectus and until completion of the Company’s Business Combination or liquidation, the Company may reimburse

ARC Group Ltd., an affiliate of the Sponsor, up to an amount of $10,000 per month for office space, secretarial and administrative

Note 6 —

Company’s second amended and restated certificate of incorporation provides that, if the Company anticipates that it may not be

able to consummate a Business Combination within 12 months from the closing of the Company’s initial public offering, the Company

may, by resolution of the Company’s board if requested by the Sponsor, extend the period of time to consummate a Business Combination

up to two times, each by an additional three months (for a total of up to 18 months to complete a Business Combination), subject to the

Sponsor depositing additional funds into the Trust Account as set out below.

Pursuant to the terms of the Company’s second amended

and restated certificate of incorporation and the trust agreement entered into between the Company and Continental Stock Transfer &

Trust Company, in order for the time available for the Company to consummate the initial Business Combination to be extended, the Sponsor

or its affiliates or designees, upon five business days advance notice prior to the applicable deadline, must deposit into the Trust

Account $ 1,150,000 since the underwriters’ over-allotment option is exercised in full ($ 0.10 per unit), on or prior to the date

of the applicable deadline, for each of the available three month extensions, providing a total possible Business Combination period

of 18 months at a total payment value of $ 2,300,000 since the underwriters’ over-allotment option is exercised in full ($ 0.10 per

unit) (the “Extension Loans”).

Any such payments would be made in the form of non-interest-bearing loans.

If the Company

completes its initial Business Combination, the Company will, at the option of the Sponsor, repay the Extension Loans out of the proceeds

of the Trust Account released to the Company or convert a portion or all of the total loan amount into units at a price of $ 10.00 per

unit, which units will be identical to the Private Placement Units.

If the Company does not complete a Business Combination, the Company

will repay such loans only from funds held outside of the Trust Account.

Furthermore, the letter agreement among the Company and the

Company’s officers, directors, and the Sponsor contains a provision pursuant to which the Sponsor will agree to waive its right

to be repaid for such loans to the extent there is insufficient funds held outside of the Trust Account in the event that the Company

does not complete a Business Combination.

The Sponsor and its affiliates or designees are not obligated to fund the Trust Account to

extend the time for the Company to complete the initial Business Combination.

The public stockholders will not be afforded an opportunity

to vote on the extension of time to consummate an initial Business Combination from 12 months to 18 months described above or redeem

their shares in connection with such extensions.

Pursuant to the foregoing, on May 5, 2022, the Company extended the date by which the

Company had to consummate a business combination from May 11, 2022 to August 11, 2022.

On August 10, 2022, the Company extended the date

by which the Company had to consummate a business combination from August 11, 2022 to November 11, 2022.

described in Note 1, on August 11, 2023, the Stockholders of the Company approved the Extension Amendment and the Trust Amendment to

allow the Company to extend the deadline by which it must complete its initial business combination by up to nine one-month periods from

August 11, 2023.

In connection with each such extension, Data Knights, LLC, the Company’s sponsor, caused approximately $ 75,000 ,

deposited in the Trust Account in connection with the exercise of the monthly extension.

In connection with each such extension, the

Company will have until May 11, 2023 to consummate a Business Combination(see Note 10).

On September 30, 2023 and December 31, 2022,

there is $ 3,556,278 and $ 2,545,838 outstanding under the Extension Loan, respectively.

Administrative

Services Arrangement

on the date of the prospectus and until completion of the Company’s Business Combination or liquidation, the Company may reimburse

ARC Group Ltd., an affiliate of the Sponsor, up to an amount of $ 10,000 per month for office space, secretarial and administrative support.

For the three months ended September 30, 2023 and 2022, we have incurred $ 30,000 in fees under this agreement, respectively.

nine months ended September 30, 2023 and 2022, we have incurred $ 90,000 in fees under this agreement, respectively.

COMMITMENTS AND CONTINGENCIES

Registration Rights

to a registration rights agreement entered into on May 6, 2021, the holders of the Founder Shares, Private Placement Units (including

the securities contained therein), the units (including the securities contained therein) that may be issued upon conversion of the Working

Capital Loans, and any shares of Class A common stock issuable upon the exercise of the Placement Warrants and any shares of Class A common

stock, warrants (and underlying Class A common stock) that may be issued upon conversion of the units issued as part of the working capital

loans and Class A common stock issuable upon conversion of the founder shares are entitled to registration rights.

The holders of a majority

of these securities are entitled to make up to three demands, excluding short form demands, that the Company register such securities.

In addition, the holders have certain “piggy-back”

registration rights with respect to registration statements filed subsequent

to the completion of a Business Combination and rights to require the Company to register for resale such securities pursuant to Rule

415 under the Securities Act.

However, the registration rights agreement provides that the Company will not permit any registration statement

filed under the Securities Act to become effective until termination of the applicable lock-up period.

The Company will bear the expenses

incurred in connection with the filing of any such registration statements.

Underwriters Agreement

Capital Loans, and any shares of Class A Common Stock issuable upon the exercise of the Placement Warrants and any shares of Class A

Common Stock, warrants (and underlying Class A Common Stock) that may be issued upon conversion of the units issued as part of the working

capital loans and Class A Common Stock issuable upon conversion of the founder shares are entitled to registration rights.

of a majority of these securities are entitled to make up to three demands, excluding short form demands, that the Company register such

In addition, the holders have certain “piggy-back” registration rights with respect to registration statements

filed subsequent to the completion of a Business Combination and rights to require the Company to register for resale such securities

pursuant to Rule 415 under the Securities Act.

However, the registration rights agreement provides that the Company will not permit any

registration statement filed under the Securities Act to become effective until termination of the applicable lock-up period.

will bear the expenses incurred in connection with the filing of any such registration statements.

Company granted the underwriter a 45 -day option to purchase up to 1,500,000 additional Units to cover over-allotments at the Initial

1 unchanged sentence

The aforementioned option was exercised on May 11, 2021.

underwriter was paid a cash underwriting discount of two percent (2.00%) of the gross proceeds of the Initial Public Offering,

or $2,300,000.

In addition, the underwriter is entitled to a deferred fee of three and a half percent (3.50%) of the gross proceeds of

the Initial Public Offering, or $4,025,000.

The deferred fee was placed in the Trust Account and will be paid in cash upon the closing

of a Business Combination, subject to the terms of the underwriting agreement.

Right of First Refusal

For a period beginning on

May 7, 2021 and ending 12 months from the closing of a business combination, we have granted the underwriters a right of first refusal

to act as lead-left book running manager and lead left manager for any and all future private or public equity, convertible and debt offerings

during such period.

In accordance with FINRA Rule 5110(f)(2)(E)(i), such right of first refusal shall not have a duration of more than three

years from the effective date of our Registration Statement.

DATA KNIGHTS ACQUISITION CORP.

TO UNAUDITED CONDENSED FINANCIAL STATEMENTS

underwriter was paid a cash underwriting discount of two percent ( 2.00 %) of the gross proceeds of the Initial Public Offering, or $ 2,300,000 .

In addition, the underwriter is entitled to a deferred fee of three and a half percent ( 3.50 %) of the gross proceeds of the Initial Public

Offering, or $ 4,025,000 .

The deferred fee was placed in the Trust Account and will be paid in cash upon the closing of a Business Combination,

subject to the terms of the underwriting agreement.

of First Refusal

a period beginning on May 7, 2021 and ending 12 months from the closing of a business combination, we have granted the underwriters a

right of first refusal to act as lead-left book running manager and lead left manager for any and all future private or public equity,

convertible and debt offerings during such period.

In accordance with FINRA Rule 5110(f)(2)(E)(i), such right of first refusal shall

not have a duration of more than three years from the effective date of our Registration Statement.

Amendment to the Introducing Advisor Agreement

March 22, 2022, the Company and ARC entered into the First Amendment to the Introducing Advisor Agreement, pursuant to which both parties

agreed that the Company would pay to ARC an additional success fee equivalent to five percent ( 5 %) on any PIPE that was brought by ARC

in connection with an initial business combination upon the closing of an initial business combination.

Amendment to the Introducing Advisor Agreement

December 31, 2022, the Company and ARC entered into the Second Amendment to the Introducing Advisor Agreement, pursuant to which both

parties agreed to extend the Termination Date to December 31, 2024, and to change the performance condition for the Equity Issuance from

the closing of an initial business combination to the execution of a business combination agreement.

On December 31, 2022, following

the execution of the Second Amendment to the Introducing Advisor Agreement, the performance condition for the Equity Issuance was deemed

to have been met, and ARC was issued 1,378,517 shares of the Company’s Class B Common Stock, up to 143,766 shares of which are

subject to forfeiture if the public stockholders exercise redemption rights with respect to any of the remaining outstanding shares of

Class A Common Stock.

WARRANT LIABILITY

Public Warrants may only

be exercised for a whole number of shares.

No fractional warrants will be issued upon separation of the Units and only whole warrants

The Public Warrants will become exercisable 30 days after the completion of a Business Combination and will expire five years

after the completion of a Business Combination or earlier upon redemption or liquidation.

The Company will not be obligated

to deliver any shares of Class A common stock pursuant to the exercise of a warrant and will have no obligation to settle such warrant

exercise unless a registration statement under the Securities Act covering the issuance of the shares of Class A common issuable upon

exercise of the warrants is then effective and a current prospectus relating to those shares of Class A common stock is available, subject

to the Company satisfying its obligations with respect to registration.

No warrant will be exercisable for cash or on a cashless basis,

and the Company will not be obligated to issue any shares to holders seeking to exercise their warrants, unless the issuance of the shares

upon such exercise is registered or qualified under the securities laws of the state of the exercising holder, or an exemption from registration

is available.

The Company has agreed that

as soon as practicable, but in no event later than 20 business days after the closing of its initial Business Combination, it will use

its commercially reasonable efforts to file with the SEC a post-effective amendment to the registration statement or a new registration

statement covering the shares of Class A common stock issuable upon exercise of the warrants, to cause such registration statement to

become effective and to maintain a current prospectus relating to those shares of Class A common stock until the warrants expire or are

redeemed, as specified in the warrant agreement.

If a registration statement covering the shares of Class A common stock issuable upon

exercise of the warrants is not effective by the 60th business day after the closing of the Company’s initial business combination,

warrant holders may, until such time as there is an effective registration statement and during any period when the Company will have

failed to maintain an effective registration statement, exercise warrants on a “cashless basis”

in accordance with Section

3(a)(9) of the Securities Act or another exemption..

Notwithstanding the above, if the Company’s shares of Class A common stock

are at the time of any exercise of a warrant not listed on a national securities exchange such that they satisfy the definition of a “covered

security”

under Section 18(b)(1) of the Securities Act, it may, at its option, require holders of Public Warrants who exercise their

warrants to do so on a “cashless basis”

in accordance with Section 3(a)(9) of the Securities Act and, in the event the Company

so elects, it will not be required to file or maintain in effect a registration statement, and in the event it does not so elect, it will

use its commercially reasonable efforts to register or qualify the shares under applicable blue sky laws to the extent an exemption is

not available.

If that exemption, or another exemption, is not available, holders will not be able to exercise their warrants on a cashless

Redemption of warrants when

the price per Class A common stock equals or exceeds $18.00.

Once the warrants become exercisable, the Company may redeem the Public Warrants:

in whole and not in part;

at a price of $0.01 per Public Warrant;

upon not less than 30 days' prior written notice of redemption to each warrant holder;

if, and only if, the reported last sale price 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 and certain issuances of Class

A common stock and equity-linked securities) for any 20 trading days within a 30-trading day period commencing no earlier than the date

the warrants become exercisable and ending on the third business day before the date on which the Company sends the notice of redemption

to the warrant holders.

If and when the warrants

become redeemable by the Company, the Company may exercise its redemption right even if it is unable to register or qualify the underlying

securities for sale under all applicable state securities laws.

DATA KNIGHTS ACQUISITION CORP.

TO UNAUDITED CONDENSED FINANCIAL STATEMENTS

Warrants may only be exercised for a whole number of shares.

No fractional warrants will be issued upon separation of the Units and only

whole warrants will trade.

The Public Warrants will become exercisable 30 days after the completion of a Business Combination and will

expire five years after the completion of a Business Combination or earlier upon redemption or liquidation.

Company will not be obligated to deliver any shares of Class A Common Stock pursuant to the exercise of a warrant and will have no obligation

to settle such warrant exercise unless a registration statement under the Securities Act covering the issuance of the shares of Class

A Common Stock issuable upon exercise of the warrants is then effective and a current prospectus relating to those shares of Class A

Common Stock is available, subject to the Company satisfying its obligations with respect to registration.

No warrant will be exercisable

for cash or on a cashless basis, and the Company will not be obligated to issue any shares to holders seeking to exercise their warrants,

unless the issuance of the shares upon such exercise is registered or qualified under the securities laws of the state of the exercising

holder, or an exemption from registration is available.

Company has agreed that as soon as practicable, but in no event later than 20 business days after the closing of its initial Business

Combination, it will use its commercially reasonable efforts to file with the SEC a post-effective amendment to the registration statement

or a new registration statement covering the shares of Class A Common Stock issuable upon exercise of the warrants, to cause such registration

statement to become effective and to maintain a current prospectus relating to those shares of Class A Common Stock until the warrants

expire or are redeemed, as specified in the warrant agreement.

If a registration statement covering the shares of Class A Common Stock

issuable upon exercise of the warrants is not effective by the 60th business day after the closing of the Company’s initial business

combination, warrant holders may, until such time as there is an effective registration statement and during any period when the Company

will have failed to maintain an effective registration statement, exercise warrants on a “cashless basis” in accordance with

Section 3(a)(9) of the Securities Act or another exemption..

Notwithstanding the above, if the Company’s shares of Class A Common

Stock are at the time of any exercise of a warrant not listed on a national securities exchange such that they satisfy the definition

of a “covered security” under Section 18(b)(1) of the Securities Act, it may, at its option, require holders of Public Warrants

who exercise their warrants to do so on a “cashless basis” in accordance with Section 3(a)(9) of the Securities Act and,

in the event the Company so elects, it will not be required to file or maintain in effect a registration statement, and in the event

it does not so elect, it will use its commercially reasonable efforts to register or qualify the shares under applicable blue sky laws

to the extent an exemption is not available.

If that exemption, or another exemption, is not available, holders will not be able to exercise

their warrants on a cashless basis.

of warrants when the price per Class A Common Stock equals or exceeds $ 18.00 .

Once the warrants become exercisable, the Company may redeem

the Public Warrants:

whole and not in part;

a price of $ 0.01 per Public Warrant;

not less than 30 days ’ prior written notice of redemption to each warrant holder;

and only if, the reported last sale price 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 and certain issuances of Class A Common Stock and equity-linked securities)

for any 20 trading days within a 30-trading day period commencing no earlier than the date

the warrants become exercisable and ending on the third business day before the date on which

the Company sends the notice of redemption to the warrant holders.

and when the warrants become redeemable by the Company, the Company may exercise its redemption right even if it is unable to register

or qualify the underlying securities for sale under all applicable state securities laws.

WARRANT LIABILITY (Continued)

the Company calls the Public Warrants for redemption, management will have the option to require all holders that wish to exercise the

Public Warrants to do so on a “cashless basis,”

as described in the warrant agreement.

Public Warrants to do so on a “cashless basis,” as described in the warrant agreement.

The exercise price and number of shares

6 unchanged sentences

the Trust Account, holders of warrants will not receive any of such funds with respect to their warrants, nor will they receive any distribution

from the Company’s assets held outside of the Trust Account with the respect to such warrants.

Accordingly, the warrants may expire

7 unchanged sentences

the Placement Warrants will be redeemable by the Company and exercisable by such holders on the same basis as the Public Warrants.

addition, if (x) the Company issues additional shares of Class A common stock or equity-linked securities for capital raising

purposes in connection with the closing of its initial Business Combination at an issue price or effective issue price of less than

$9.20 per share of Class A common stock (with such issue price or effective issue price to be determined in good faith by the Company’s

board of directors and, in the case of any such issuance to the Sponsor or its affiliates, without taking into account any Founder Shares

held by the Sponsor or such affiliates, as applicable, prior to such issuance) (the “Newly Issued Price”), (y) the aggregate

gross proceeds from such issuances represent more than 60% of the total equity proceeds, and interest thereon, available for the funding

of the Company’s initial Business Combination on the date of the consummation of such initial Business Combination (net of redemptions),

and (z) the volume weighted average trading price of the Company’s common stock during the 20 trading day period starting on

the trading day prior to the day on which the Company consummates its initial Business Combination (such price, the “Market Value”)

addition, if (x) the Company issues additional shares of Class A Common Stock or equity-linked securities for capital raising purposes

in connection with the closing of its initial Business Combination at an issue price or effective issue price of less than $ 9.20 per

share of Class A Common Stock (with such issue price or effective issue price to be determined in good faith by the Company’s board

of directors and, in the case of any such issuance to the Sponsor or its affiliates, without taking into account any Founder Shares held

by the Sponsor or such affiliates, as applicable, prior to such issuance) (the “Newly Issued Price”), (y) the aggregate gross

proceeds from such issuances represent more than 60 % of the total equity proceeds, and interest thereon, available for the funding of

the Company’s initial Business Combination on the date of the consummation of such initial Business Combination (net of redemptions),

and (z) the volume weighted average trading price of the Company’s common stock during the 20 trading day period starting on the

trading day prior to the day on which the Company consummates its initial Business Combination (such price, the “Market Value”)

is below $ 9.20 per share, the exercise price of the warrants will be adjusted (to the nearest cent) to be equal to 115 % of the higher

2 unchanged sentences

price described above will be adjusted (to the nearest cent) to be equal to the greater of the Market Value and the Newly Issued Price.

The Placement Warrants will

be identical to the Public Warrants underlying the Units being sold in the Proposed Public Offering, except that the Placement Warrants

and the Class A common stock issuable upon the exercise of the Placement Warrants will not be transferable, assignable or salable until

30 days after the completion of a Business Combination, subject to certain limited exceptions.

Additionally, the Placement Warrants will

be exercisable on a cashless basis and be non-redeemable so long as they are held by the initial purchasers or their permitted transferees.

If the Placement Warrants are held by someone other than the initial purchasers or their permitted transferees, the Placement Warrants

will be redeemable by the Company and exercisable by such holders on the same basis as the Public Warrants.

At March 31, 2021, there

were no Public Warrants nor Placement Warrants outstanding.

The Company will account

for the aggregate 12,085,275 warrants issued in connection with the Initial Public Offering (the 11,500,000 Public Warrants and the 585,275

Placement Warrants) in accordance with the guidance contained in ASC 815-40.

Such guidance provides that because the warrants do not meet

the criteria for equity treatment thereunder, each warrant must be recorded as a liability.

Accordingly, the Company will classify each

warrant as a liability at its fair value, with the change in fair value recognized in the Company's statement of operations.

DATA KNIGHTS ACQUISITION CORP.

TO UNAUDITED CONDENSED FINANCIAL STATEMENTS

Stockholders’

Stock —

The Company is authorized to issue 1,000,000 preferred shares with a par value of $0.0001 per share with

such designation, rights and preferences as may be determined from time to time by the Company’s Board of Directors.

2021, there were no preferred shares issued or outstanding.

Common Stock —

The Company is authorized to issue up to 100,000,000 shares of Class A common stock with a par value

of $0.0001 per share.

Holders of the Company’s Class A common stock are entitled to one vote for each share.

At March 31, 2021,

there were no shares of Class A common stock issued or outstanding.

Common Stock —

The Company is authorized to issue up to 10,000,000 shares of Class B common stock with

a par value of $0.0001 per share.

Holders of the Company’s Class B common stock are entitled to one vote for each share.

25, 2021, the Sponsor transferred 15,000 shares to the Company’s Chief Executive Officer, 15,000 shares to the Company’s Chief

Financial Officer and 5,000 shares to two of the Company’s independent directors.

Following the determination of the Company’s

third independent director, on March 23, 2021, the Sponsor transferred 5,000 shares to such independent director.

At March 31, 2021, there

were 2,875,000 shares of Class B common stock issued and outstanding.

Holders of Class A common

stock and Class B common stock will vote together as a single class on all other matters submitted to a vote of stockholders, except as

required by law.

Placement Warrants will be identical to the Public Warrants underlying the Units being sold in the Proposed Public Offering, except that

the Placement Warrants and the Class A Common Stock issuable upon the exercise of the Placement Warrants will not be transferable, assignable

or salable until 30 days after the completion of a Business Combination, subject to certain limited exceptions.

Additionally, the Placement

Warrants will be exercisable on a cashless basis and be non-redeemable so long as they are held by the initial purchasers or their permitted

If the Placement Warrants are held by someone other than the initial purchasers or their permitted transferees, the Placement

Warrants will be redeemable by the Company and exercisable by such holders on the same basis as the Public Warrants.

September 30, 2022 and December 31, 2022, the Company accounted for the aggregate 12,085,275 warrants issued in connection with the Initial

Public Offering (the 11,500,000 Public Warrants and the 585,275 Placement Warrants) in accordance with the guidance contained in ASC

Such guidance provides that because the warrants do not meet the criteria for equity treatment thereunder, each warrant must

be recorded as a liability.

Accordingly, the Company will classify each warrant as a liability at its fair value, with the change in

fair value recognized in the Company’s statement of operations.

STOCKHOLDER’S EQUITY

Shares — The Company is authorized to issue 1,000,000 preferred shares with a par value of $ 0.0001 per share with such

designation, rights and preferences as may be determined from time to time by the Company’s Board of Directors.

At September 30,

2023 and December 31, 2022, there were no preferred shares issued or outstanding.

A Common Stock — The Company is authorized to issue 100,000,000 shares of Class A Common Stock with a par value of $ 0.0001

Holders of the Company’s Class A Common Stock are entitled to one vote for each share .

At September 30, 2023 and December

31, 2022, there were 1,712,698 shares of Class A Common Stock issued and outstanding that were subject to possible redemption and 585,275

shares of non-redeemable Class A Common Stock issued and outstanding that were issued in connection with the private placement (Note

B Common Stock — The Company is authorized to issue up to 10,000,000 shares of Class B Common Stock with a par value of

$ 0.0001 per share.

Holders of the Company’s Class B Common Stock are entitled to one vote for each share .

On February 25, 2021,

the Sponsor transferred 15,000 shares to the Company’s Chief Executive Officer, 15,000 shares to the Company’s Chief Financial

Officer and 5,000 shares to two of the Company’s independent directors.

Following the determination of the Company’s third

independent director, on March 23, 2021, the Sponsor transferred 5,000 shares to such independent director.

December 31, 2022, ARC Group Limited, the Company’s Financial Advisor, was granted 1,378,517 shares of Class B common stock with

a par value of $ 0.0001 per share, up to 143,766 of which are subject to forfeiture if the Company’s public stockholders exercise

redemption rights with respect to any of the Company’s remaining outstanding shares of Class A common stock.

at September 30, 2023 and December 31, 2022, there were 4,253,517 shares of Class B Common Stock issued and outstanding.

of Class A Common Stock and Class B Common Stock will vote together as a single class on all other matters submitted to a vote of stockholders,

except as required by law.

shares of Class B Common Stock will automatically convert into shares of Class A Common Stock at the time of the Business Combination

on a one -for-one basis, subject to adjustment for stock splits, stock dividends, reorganizations, recapitalizations and the like.

In the case that additional shares of Class A common stock, or equity linked securities, are issued or deemed issued in excess of

the amounts offered in the Initial Public Offering and related to the closing of a Business Combination, the ratio at which shares of

Class B common stock shall convert into shares of Class A common stock will be adjusted (unless the holders of a majority of

the outstanding shares of Class B common stock agree to waive such adjustment with respect to any such issuance or deemed issuance)

so that the number of shares of Class A common stock issuable upon conversion of all shares of Class B common stock will equal,

in the aggregate, on an as converted basis, 20% of the sum of the total number of all shares of common stock outstanding upon the completion

of the Initial Public Offering plus all shares of Class A common stock and equity linked securities issued or deemed issued in connection

with a Business Combination (excluding any shares or equity linked securities issued, or to be issued, to any seller in a Business Combination,

and any private placement-equivalent units and its underlying securities issued to the Sponsor or its affiliates upon conversion of loans

made to the Company).

The Company may issue additional

common stock or preferred stock to complete its Business Combination or under an employee incentive plan after completion of its Business

Note 9 –

the case that additional shares of Class A Common Stock, or equity linked securities, are issued or deemed issued in excess of the amounts

offered in the Initial Public Offering and related to the closing of a Business Combination, the ratio at which shares of Class B Common

Stock shall convert into shares of Class A Common Stock will be adjusted (unless the holders of a majority of the outstanding shares

of Class B Common Stock agree to waive such adjustment with respect to any such issuance or deemed issuance) so that the number of shares

of Class A Common Stock issuable upon conversion of all shares of Class B Common Stock will equal, in the aggregate, on an as converted

basis, 20 % of the sum of the total number of all shares of common stock outstanding upon the completion of the Initial Public Offering

plus all shares of Class A Common Stock and equity linked securities issued or deemed issued in connection with a Business Combination

(excluding any shares or equity linked securities issued, or to be issued, to any seller in a Business Combination, and any private placement-equivalent

units and its underlying securities issued to the Sponsor or its affiliates upon conversion of loans made to the Company).

Company may issue additional common stock or preferred stock to complete its Business Combination or under an employee incentive plan

after completion of its Business Combination.

FAIR VALUE MEASUREMENTS

following table presents information about the Company’s assets and derivative warrant liabilities that are measured at fair value

on a recurring basis as of September 30, 2023 and December 31, 2022 and indicates the fair value hierarchy of the valuation techniques

that the Company utilized to determine such fair value:

OF FAIR VALUE HIERARCHY OF VALUATION TECHNIQUES

September 30, 2023

Quoted Prices in

Significant Other

Active Markets

Observable Inputs

Unobservable Inputs

Investments held in Trust Account

Warrant Liabilities:

Public Warrants

Private Placement Warrants

December 31, 2022

Quoted Prices in

Significant Other

Active Markets

Observable Inputs

Unobservable Inputs

Investments held in Trust Account

Warrant Liabilities:

Public Warrants

Private Placement Warrants

Warrants are measured at fair value on a recurring basis.

The Public Warrants were valued initially and at each reporting period that

the warrants were not actively traded, using a Monte Carlo simulation.

As of September 30, 2023 and December 31, 2022, the Public Warrants

were valued using the instrument’s publicly listed trading price, which is considered to be a Level 1 measurement due to the use

of an observable market quote in an active market.

Private Placement Warrants were valued using a Monte Carlo valuation model using level

3 inputs at initial valuation and as of September 30, 2023 and December 31, 2022.

September 30, 2023 and December 31, 2022, assets held in the Trust Account were invested solely in Morgan Stanley Bank cash, bank deposit

program and money market fund and BlackRock US Treasury mutual fund of $ 19,308,261 and $ 29,029,416 , respectively.

Warrants were accounted for as liabilities in accordance with ASC 815-40 and are presented within warrant liabilities in the accompanying

consolidated balance sheets.

The warrant liabilities are measured at fair value at inception and on a recurring basis, with changes in

fair value presented within the consolidated statement of operations.

accounting treatment of derivative financial instruments requires that the Company record a derivative liability upon the closing of

the Initial Public Offering.

Accordingly, the Company classified each warrant as a liability at its fair value and the warrants were

allocated a portion of the proceeds from the issuance of the Units equal to its fair value determined by the Monte Carlo simulation.

This liability is subject to remeasurement at each balance sheet date.

With each such re-measurement, the warrant liability will be adjusted

to fair value, with the change in fair value recognized in the Company’s statement of operations.

The Company will reassess the

classification at each balance sheet date.

If the classification changes as a result of events during the period, the warrants will be

reclassified as of the date of the event that causes the reclassification.

FAIR VALUE MEASUREMENTS (Continued)

Company utilized a Monte Carlo simulation to estimate the fair value of the Public warrants at each reporting period for its warrants

that are not actively traded.

Inherent in a Monte Carlo simulation are assumptions related to expected stock-price volatility, expected

life, risk-free interest rate and dividend yield.

The Company estimates the volatility of its common stock based on historical volatility

of select peer companies that matches the expected remaining life of the warrants.

The risk-free interest rate is based on the U.S.

zero-coupon yield curve on the grant date for a maturity similar to the expected remaining life of the warrants.

The expected life of

the warrants is assumed to be equivalent to their remaining contractual term.

The dividend rate is based on the historical rate, which

the Company anticipates remaining at zero .

On June 22, 2021, the Public Warrants surpassed the threshold waiting period to be publicly

Once publicly traded, the observable input qualifies the liability for treatment as a Level 1 liability.

As such, as of September

30, 2023 and December 31, 2022, the Company classified the Public Warrants as Level 1.

estimated fair value of the Private Placement Warrants is determined using Level 3 inputs.

Inherent in a Monte Carlo model are assumptions

related to expected share-price volatility, expected life, risk-free interest rate and dividend yield.

The Company estimates the volatility

of its warrants based on implied volatility from the Company’s traded warrants and from historical volatility of select peer company’s

common stock that matches the expected remaining life of the Warrants.

The risk-free interest rate is based on the U.S.

Treasury zero-coupon

yield curve on the grant date for a maturity similar to the expected remaining life of the warrants.

The expected life of the warrants

is assumed to be equivalent to their remaining contractual term.

The dividend rate is based on the historical rate, which the Company

anticipates remaining at zero .

to/from Levels 1, 2 and 3 are recognized at the end of the reporting period in which a change in valuation technique or methodology occurs.

For the three months ended September 30, 2023 and December 31, 2022, there were no transfers between levels.

following table provides quantitative information regarding Level 3 fair value measurements inputs as their measurement dates:

OF FAIR VALUE MEASUREMENTS INPUTS AS THEIR MEASUREMENT DATES

September 30, 2023

December 31, 2022

(Private Warrants)

Exercise price

Expected term (years)

Probability of Acquisition

Risk-free rate

Dividend yield (per share)

change in the fair value of the derivative warrant liabilities for the three months ended September 30, 2023 and 2022 is as follows:

OF CHANGES IN FAIR VALUE OF DERIVATIVE WARRANT LIABILITIES

Private Warrants

Public Warrants

Total Warrant Liability

Fair value as of December 31, 2022

Change in valuation inputs or other assumptions (1)

Fair value as of September 30, 2023

Private Warrants

Public Warrants

Total Warrant Liability

Fair value as of December 31, 2021

Fair value, beginning balance

Change in valuation inputs or other assumptions (1)

( 2,645,000 )

( 2,762,640 )

Fair value as of September 30, 2022

Fair value, ending balance

in valuation inputs or other assumptions are recognized in the change in fair value of warrant

liability in the consolidated statement of operations.

SUBSEQUENT EVENTS

Management has evaluated subsequent events and

transactions that occurred after the balance sheet date up to the date that the financial statement was issued.

accordance with ASC Topic 855, “Subsequent Events”, which establishes general standards of accounting for and disclosure

of events that occur after the balance sheet date but before financial statements are issued, the Company has evaluated all events or

transactions that occurred after the balance sheet date up to the date that the financial statements were issued.

Based upon this review,

other than the events included in the above notes, the Company did not identify any subsequent events that would have required adjustment

or disclosure in the financial statement.

Management’s Discussion and Analysis of

Financial Condition and Results of Operations

References to the “Company,”

“us,”

“our”

or “we”

refer Data Knights Acquisition Corp.

The following discussion and analysis of

our financial condition and results of operations should be read in conjunction with our unaudited Condensed Consolidated financial statements

and related notes included herein.

Cautionary Note Regarding Forward-Looking Statements

All statements other than

statements of historical fact included in this Form 10-Q including, without limitation, statements under “Management’s Discussion

and Analysis of Financial Condition and Results of Operations”

regarding the Company’s financial position, business strategy

and the plans and objectives of management for future operations, are forward- looking statements.

When used in this Form 10-Q, words

such as “anticipate,”

“believe,”

“estimate,”

“expect,”

“intend”

expressions, as they relate to us or the Company’s management, identify forward-looking statements.

Such forward-looking statements

are based on the beliefs of management, as well as assumptions made by, and information currently available to, the Company’s management.

Actual results could differ materially from those contemplated by the forward- looking statements as a result of certain factors detailed

in our filings with the SEC.

All subsequent written or oral forward-looking statements attributable to us or persons acting on the Company’s

behalf are qualified in their entirety by this paragraph.

The Company is a blank check

company formed under the laws of the State of Delaware on February 8, 2021 for the purpose of effecting a merger, share exchange, asset

acquisition, stock purchase, reorganization or similar business combination with one or more businesses.

The Company intends to effectuate

its initial Business Combination using cash from the proceeds of Public Offering and the Private Placement, the proceeds of the sale of

our securities in connection with our initial Business Combination, our shares, debt or a combination of cash, stock and debt.

The issuance of additional shares

in connection with an initial Business Combination to the owners of the target or other investors:

may significantly dilute the equity interest of investors, which dilution would increase if the anti-dilution

provisions in the Class B common stock resulted in the issuance of Class A shares on a greater than one -to-one basis upon conversion

of the Class B common stock;

may subordinate the rights of holders of our common stock if preferred stock is issued with rights senior

to those afforded our common stock;

could cause a change in control if a substantial number of shares of our common stock is issued, which

may affect, among other things, our ability to use our net operating loss carry forwards, if any, and could result in the resignation

or removal of our present officers and directors;

may have the effect of delaying or preventing a change of control of us by diluting the stock ownership

or voting rights of a person seeking to obtain control of us;

may adversely affect prevailing market prices for our Class A common stock and/or warrants.

Similarly, if we issue debt

securities or otherwise incur significant debt to bank or other lenders or the owners of a target, it could result in:

default and foreclosure on our assets if our operating revenues after an initial Business Combination

are insufficient to repay our debt obligations;

acceleration of our obligations to repay the indebtedness even if we make all principal and interest payments

when due if we breach certain covenants that require the maintenance of certain financial ratios or reserves without a waiver or renegotiation

of that covenant;

our immediate payment of all principal and accrued interest, if any, if the debt security is payable on

our inability to obtain necessary additional financing if the debt security contains covenants restricting

our ability to obtain such financing while the debt security is outstanding;

our inability to pay dividends on our common stock;

using a substantial portion of our cash flow to pay principal and interest on our debt, which will reduce

the funds available for dividends on our common stock if declared, our ability to pay expenses, make capital expenditures and acquisitions,

and fund other general corporate purposes;

limitations on our flexibility in planning for and reacting to changes in our business and in the industry

in which we operate;

increased vulnerability to adverse changes in general economic, industry and competitive conditions and

adverse changes in government regulation;

limitations on our ability to borrow additional amounts for expenses, capital expenditures, acquisitions,

debt service requirements, and execution of our strategy;

other purposes and other disadvantages compared to our competitors who have less debt.

We expect to continue to

incur significant costs in the pursuit of our initial Business Combination plans.

We cannot assure you that our plans to raise capital

or to complete our initial Business Combination will be successful.

Results of Operations

We have neither engaged in

any operations nor generated any revenues to date.

Our only activities from inception to March 31, 2021 were organizational activities,

those necessary to prepare for the Initial Public Offering (“Initial Public Offering”) and identifying a target company for

a business combination.

We do not expect to generate any operating revenues until after the completion of our business combination.

expect to generate non-operating income in the form of interest income on cash and marketable securities held after the Initial Public

We expect that we will incur increased expenses as a result of being a public company (for legal, financial reporting, accounting

and auditing compliance), as well as for due diligence expenses in connection with completing a business combination.

For the period from February

8, 2021 (inception) through March 31, 2021, we had a net loss of $845, which consisted of formation costs of $845.

Liquidity and Capital Resources

On May 11, 2021, we consummated

the Initial Public Offering of 11,500,000 Units, which includes the full exercise by the underwriter of the over-allotment option to purchase

1,500,000 Units at $10.00 per Unit, generation gross proceeds of $115,000,000.

Simultaneously with the closing of the Initial Public Offering,

we consummated the sale of 585,275 Private Placement Units at $10.00 per Private Placement Unit to our Sponsor, generation gross proceeds

of $5,852,750.

costs of the Initial Public Offering amounted to $6,760,812, consisting of $2,300,000 of underwriting fees, $4,025,000 of deferred

underwriting fees (see Note 5) and $435,812 of other costs.

of March 31, 2021, we had available to us $ 25,000 of cash on our balance sheet and a working capital deficit of $20,845.

to use the funds held outside of the Trust Account for identifying and evaluating prospective acquisition candidates, performing business

due diligence on prospective target businesses, traveling to and from the offices, plants or similar locations of prospective target businesses,

reviewing corporate documents and material agreements of prospective target businesses, selecting the target business to acquire and structuring,

negotiating and consummating the Business Combination.

The interest income earned on the investments in the Trust Account are unavailable

to fund operating expenses.

In order to finance transaction

costs in connection with the Business Combination, the Sponsor or an affiliate of the Sponsor or certain of the Company’s officers

and directors may, but are not obligated to, loan the Company funds as may be required (“Working Capital Loans”).

If the Company

completes the Business Combination, the Company would repay such loaned amounts.

In the event that the Business Combination does not close,

the Company may use a portion of the working capital held outside the trust account to repay such loaned amounts but no proceeds from

the trust account would be used for such repayment.

Up to $1,500,000 of such loans may be convertible into units at a price of $10.00

per unit at the option of the lender.

The units would be identical to the Private Placement Units issued to the Sponsor.

such loans by the Company’s officers and directors, if any, have not been determined and no written agreements exist with respect

to such loans.

The Company does not expect to seek loans from parties other than the Sponsor or its directors or officers or their respective

affiliates as it does not believe third parties will be willing to loan such funds and provide a waiver against any and all rights to

seek access to funds in the trust account.

If the Company anticipates

that it may not be able to consummate a Business Combination within 12 months, the Company may, by resolution of the Company’s board

if requested by the Sponsor, extend the period of time to consummate a Business Combination up to two times, each by an additional three

months (for a total of up to 18 months to complete a Business Combination), subject to the Sponsor depositing additional funds into the

Trust Account as set out below.

Pursuant to the terms of the Company’s amended and restated certificate of incorporation and the

trust agreement entered into between the Company and Continental Stock Transfer & Trust Company, in order for the time available for

the Company to consummate the initial Business Combination to be extended, the Sponsor or its affiliates or designees, upon five business

days advance notice prior to the applicable deadline, must deposit into the Trust Account $1,000,000, or $1,150,000 if the underwriters’

over-allotment option is exercised in full ($0.10 per unit in either case), on or prior to the date of the applicable deadline, for each

of the available three month extensions, providing a total possible Business Combination period of 18 months at a total payment value

of $2,000,000, or $2,300,000 if the underwriters’

over-allotment option is exercised in full ($0.10 per unit in either case) (the

“Extension Loans”).

Any such payments would be made in the form of non-interest bearing loans.

If the Company completes its

initial Business Combination, the Company will, at the option of the Sponsor, repay the Extension Loans out of the proceeds of the Trust

Account released to the Company or convert a portion or all of the total loan amount into units at a price of $10.00 per unit, which units

will be identical to the Private Placement Units.

If the Company does not complete a Business Combination, the Company will repay such

loans only from funds held outside of the Trust Account.

Furthermore, the letter agreement among the Company and the Company’s officers,

directors, and the Sponsor contains a provision pursuant to which the Sponsor will agree to waive its right to be repaid for such loans

to the extent there is insufficient funds held outside of the Trust Account in the event that the Company does not complete a Business

The Sponsor and its affiliates or designees are not obligated to fund the Trust Account to extend the time for the Company

to complete the initial Business Combination.

The public stockholders will not be afforded an opportunity to vote on the extension of

time to consummate an initial Business Combination from 12 months to 18 months described above or redeem their shares in connection with

such extensions.

Off-Balance Sheet Financing Arrangements

We have no obligations, assets

or liabilities which would be considered off-balance sheet arrangements.

We do not participate in transactions that create relationships

with unconsolidated entities or financial partnerships, often referred to as variable interest entities, which would have been established

for the purpose of facilitating off-balance sheet arrangements.

We have not entered any off-balance

sheet financing arrangements, established any special purpose entities, guaranteed any debt or commitments of other entities, or entered

any non-financial assets.

Contractual Obligations

do not have any long-term debt, capital lease obligations, operating lease obligations or long-term liabilities.

Commencing on

the date of the prospectus and until completion of the Company’s Business Combination or liquidation, the Company may reimburse

ARC Group Ltd., an affiliate of the Sponsor, up to an amount of $10,000 per month for office space, secretarial and administrative support.

The Underwriter was paid

a cash underwriting fee of 2.0% of gross proceeds of the Public Offering, or $2,300,000.

In addition, the Underwriter is entitled to aggregate

deferred underwriting commissions of $4,025,000 consisting of (i) 3.5% of the gross proceeds of the Public Offering.

The deferred underwriting

commissions will become payable to the Underwriter from the amounts held in the Trust Account solely in the event that the Company completes

an initial Business Combination, subject to the terms of the underwriting agreement.

Critical Accounting Policies

The preparation of financial

statements and related disclosures in conformity with GAAP requires the Company’s management to make estimates and assumptions that

affect the reported amounts of assets and liabilities, disclosure of contingent assets and liabilities at the date of the financial statements,

and income and expenses during the periods reported.

Actual results could materially differ from those estimates.

The Company has identified

the following as its critical accounting policies:

Use of Estimates

The preparation of condensed

financial statements in conformity with GAAP requires the Company’s management to make estimates and assumptions that affect the

reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements

and the reported amounts of revenues and expenses during the reporting periods.

Making estimates requires

management to exercise significant judgment.

It is at least reasonably possible that the estimate of the effect of a condition, situation

or set of circumstances that existed at the date of the financial statements, which management considered in formulating its estimate,

could change in the near term due to one or more future confirming events.

Accordingly, the actual results could differ significantly

from those estimates.

Financial Instruments

Company determines fair value based on assumptions that market participants would use in pricing an asset or liability in the principal

or most advantageous market.

When considering market participant assumptions in fair value measurements, the following fair value hierarchy

distinguishes between observable and unobservable inputs, which are categorized in one of the following levels:

Level 1 Inputs:

Unadjusted quoted prices for identical assets or instruments in active markets.

Level 2 Inputs:

Quoted prices for similar instruments in active markets and quoted prices for identical or similar instruments in markets that are not

active and model derived valuations whose inputs are observable or whose significant value drivers are observable.

Significant inputs into the valuation model are unobservable.

Company does not have any recurring Level 2 or Level 3 assets or liabilities.

The carrying value of the Company’s financial instruments

including its cash and accrued liabilities approximate their fair values principally because of their short-term nature.

Net Loss Per Share of Common Stock

Basic loss per share of common

stock is computed by dividing net income (loss) applicable to common stockholders by the weighted average number of shares of common stock

outstanding during the period.

Consistent with FASB 480, shares subject to possible redemption, as well as their pro rata share of undistributed

trust earnings consistent with the two-class method, have been excluded from the calculation of loss per share of common stock for the

three months March 31, 2021.

Such shares, if redeemed, only participate in their pro rata share of trust earnings.

Diluted loss per share

includes the incremental number of shares of common stock to be issued to settle warrants, as calculated using the treasury method.

the period from February 8, 2021 (inception) through March 31, 2021, the Company did not have any dilutive warrants, securities or other

contracts that could potentially, be exercised or converted into common stock.

As a result, diluted loss per share of common stock is

the same as basic loss per share of common stock for all periods presented.

Derivative Financial Instruments

Company evaluates its financial instruments to determine if such instruments are derivatives or contain features that qualify as embedded

derivatives in accordance with ASC Topic 815, “

and Hedging ”

For derivative financial instruments that are accounted

for as liabilities, the derivative instrument is initially recorded at its fair value on the grant date and is then re-valued at each

reporting date, with changes in the fair value reported in the statements of operations.

The classification of derivative instruments,

including whether such instruments should be recorded as liabilities or as equity, is evaluated at the end of each reporting period.

liabilities are classified in the balance sheet as current or non-current based on whether net-cash settlement or conversion of the instrument

could be required within 12 months of the balance sheet date.

Common stock subject to possible redemption

Company accounts for its common stock subject to possible redemption in accordance with the guidance in Accounting Standards Codification

(“ASC”) Topic 480 “Distinguishing Liabilities from Equity.”

Common stock subject to mandatory redemption (if any)

is classified as a liability instrument and is measured at fair value.

Conditionally redeemable common stock (including common stock that

features redemption rights that are either within the control of the holder or subject to redemption upon the occurrence of events not

solely within the Company’s control) is classified as temporary equity.

At all other times, common stock is classified as stockholders’

The Company’s common stock features certain redemption rights that are outside of the Company’s control and subject

to occurrence of uncertain future events.

Accordingly, at March 31, 2021, as there are no shares of Class A Common Stock outstanding,

no shares of Class A Common Stock are subject to possible redemption .

Recent Accounting Pronouncements

Management does not believe

that any other recently issued, but not yet effective, accounting pronouncements, if currently adopted, would have a material effect on

the Company’s financial statements.

the Company did not identified any subsequent events that would have required adjustment or disclosure in the financial statements other

than as described below.

October 12, 2023, the Company elected to exercise its eighth of third one-month extension to the Termination Date , which extended its

deadline to complete its initial business combination to November 11, 2023, by depositing $ 75,000 into the Trust Account.

October 17, 2023, the Company held a special meeting of its stockholders (the “Stockholders”) in lieu of the 2023 annual

meeting of stockholders (the “Special Meeting”) in connection with the transactions contemplated by that certain

Agreement and Plan of Merger dated April 25, 2022 (the “Merger Agreement”), by and among the Company, Data Knights

Merger Sub, Inc., a Delaware corporation (“Merger Sub”), Data Knights, LLC, the Company’s sponsor, OneMedNet

Solutions Corporation (formerly named OneMedNet Corporation), a Delaware corporation, (“OneMedNet”), and Paul J.

as seller representative (such transactions, collectively, the “Business Combination”).

At the Special Meeting, the

Stockholders were asked to consider and vote on the proposals identified in the definitive proxy statement/prospectus that the

Company filed with the U.S.

Securities and Exchange Commission (the “SEC”) on September 21, 2023 (the “Definitive

Proposals 1 through 7 set forth below were approved:

To approve an amendment to the Second Amendment to the Second Amended and Restated

Certificate of Incorporation (the “Charter”) effective prior to the consummation

of the Business Combination, to remove from the Charter the redemption limitation contained

under Section 9.2(a) preventing the Company from closing a business combination if it would

have less than $5,000,0001 of net tangible assets (the “NTA Proposal”) .

To approve and adopt the Merger Agreement and approve the transactions contemplated

thereby (the “Business Combination Proposal”).

To approve, for purposes of complying with Nasdaq Listing Rules 5635(a) and (b), the

issuance of more than 20 % of the issued and outstanding Class A common stock and the resulting

change in control in connection with the Business Combination (the “Nasdaq Proposal”).

EVENTS (Continued)

To approve the Third Amended and Restated Certificate of Incorporation, which shall

become effective upon the closing of the Business Combination (the “Charter Amendment

Proposal”), including (i) the addition of a supermajority voting requirement to amend

the Surviving Corporation’s Bylaws, and (ii) the addition of a supermajority voting

requirement to amend Articles V (Board of Directors), VI (Stockholders), VII (Liability and

Indemnification;

Corporate Opportunity), VIII (Business Combinations), IX (Exclusive Forum),

and Article X (Amendments) to the Third Amended and Restated Certificate of Incorporation.

To approve the addition to Company’s Certificate of Incorporation of a super

majority voting requirement to amend the Surviving Corporation’s Bylaws (the “Bylaw

Amendment Requirement”), as contained in the Third Amended and Restated Certificate

of Incorporation.

approve the addition to the Company’s Certificate of Incorporation of a super majority

voting requirement (the “Article Amendment Requirement”) to amend Articles V

(Board of Directors), VI (Stockholders), VII (Liability and Indemnification;

Corporate Opportunity),

VIII (Business Combinations), IX (Exclusive Forum), and Article X (Amendments) of the Third

Amended and Restated Certificate of Incorporation.

To elect eight directors to serve on the Company’s board of directors following

the consummation of the Business Combination until the 2024 annual meeting of Stockholders,

in the case of Class I directors, the 2025 annual meeting of Stockholders, in the case of

Class II directors, and the 2026 annual meeting of Stockholders, in the case of Class III

directors, and, in each case, until their respective successors are duly elected and qualified

(the “Director Election Proposal”).

To approve the 2022 Equity Incentive Plan (the “Incentive Plan Proposal”).

To approve adjourning the Special Meeting to a later date or dates, if necessary to permit further solicitation and

vote of proxies if it is determined by the Company that more time is necessary or appropriate to approve one or more Proposals at the

Special Meeting (the “Adjournment Proposal”).

connection with the Special Meeting, certain Stockholders (the “Redeeming Stockholders”) holding 1,614,148 shares of Class

A Common Stock (after giving effect to withdrawals of redemptions) exercised their right to redeem such shares for a pro rata portion

of the funds held by Continental Stock Transfer & Trust Company, as trustee (“Continental”) in the trust account established

in connection with the Company’s initial public offering (the “Trust Account”).

As a result, approximately $ 17.9 million

(approximately $ 11.12 per share) will be removed from the Trust Account to pay the Redeeming Stockholders, and approximately $ 1.1 million

will remain in the Trust Account.

November 7, 2023, the Company consummated the Business Combination with OneMedNet pursuant to Merger Agreement, following the approval

of the Business Combination at the Special Meeting.

On November 7, 2023, at the closing of the Business Combination pursuant to the Merger

Agreement, Merger Sub merged with and into OneMedNet with OneMedNet surviving the Merger, as a wholly-owned subsidiary of the Company,

and the Company changed its name to “OneMedNet Corporation.”

Compared sentence by sentence after normalising whitespace, quotation marks, case and digits, so re-formatting and restated figures do not read as changed language. Wording changes appear as one removal and one addition. The current filing and the prior one are authoritative.

What changed 10-Q/A

Item 1. Financial Statements