Data Knights Acquisition Corp Announces Calling of Special Meeting of Stockholders Minneapolis, MN and London, UK

Data Knights Acquisition Corp Announces Calling

of Special Meeting of Stockholders

Minneapolis, MN and London,

UK - July 31, 2023 - Data Knights Acquisition Corp. ("Data Knights") (Nasdaq: DKDCA), a publicly traded

special purpose acquisition company, today announced that it will be calling a special meeting of its stockholders to be held on

August 11, 2023 at 1:00 p.m. ET via live webcast at https://www.cstproxy.com/dataknights/ext2023 (the "Special Meeting").

The Company has filed a preliminary proxy describing the extension and will mail a definitive proxy to the stockholders containing all

the necessary information in connection with the Special Meeting. Stockholders are not being asked for their vote at this time. The purpose

of the Special Meeting is to consider and vote upon:

The purpose of the Extension Amendment Proposal, the Trust Amendment

Proposal and, if necessary, the Adjournment Proposal, is to allow us additional time and a lower incremental and aggregate cost for each

Extension to complete the proposed transaction contemplated by that certain Business Combination Agreement (the "Business

Combination Agreement"), dated April 25, 2022, by and among the Company, Data Knights Merger Sub, Inc., a Delaware corporation

and wholly owned subsidiary of Data Knights, OneMedNet Corporation, a Delaware corporation ("OMN"), Data Knights,

LLC, in its capacity as Purchaser Representative (the "Sponsor"), and Paul Casey, in his capacity as Seller

Representative. For more information about the Business Combination, see our Current Report on Form 8-K filed with the U.S. Securities

Exchange Commission (the "SEC") on April 25, 2022.

While the Company is using its best efforts to

complete the Business Combination as soon as practicable, its board of directors (the "Board") believes that

there will not be sufficient time before the Termination Date to complete the Business Combination without incurring significant cost

to extension of the Termination Date under the current terms of the charter. Accordingly, the Board believes that in order to be able

to consummate the Business Combination, the Company will need to obtain the Extension. Without the Extension, the Board believes that

there is significant risk that the Company might not, despite best efforts, be able to complete the Business Combination on or before

the Termination Date. If that were to occur, the Company would be precluded from completing the Business Combination and would be forced

to liquidate even if its stockholders are otherwise in favor of consummating the Business Combination.

If the Extension is approved and implemented,

subject to satisfaction of the conditions to closing in the Business Combination Agreement (including, without limitation, receipt of

stockholder approval of Business Combination), the Company intends to complete the Business Combination as soon as possible and in any

event on or before the Extended Date.

In connection with the Extension Amendment Proposal,

public stockholders may elect to redeem their public shares for a per-share price, payable in cash, equal to the aggregate amount then

on deposit in the trust account (the "Trust Account"), including interest (which interest shall be net of taxes payable),

divided by the number of then outstanding shares of Class A common stock issued in the Company's IPO, which shares are referred

to as the "public shares," and which election is referred to as the "Election," regardless of whether such public

stockholders vote on the Extension Amendment Proposal. The Company cannot predict the amount that will remain in the Trust Account if

the Extension Amendment Proposal is approved and the amount remaining in the Trust Account may be only a small fraction of the approximately

$30,334,715.68 that was in the Trust Account as of July 27, 2023, the record date.

On 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 (the "Excise Tax") on certain repurchases of stock by publicly traded U.S. domestic corporations and certain U.S. domestic

subsidiaries of publicly traded foreign corporations occurring on or after January 1, 2023. Any redemption of the shares of the common

stock, par value $0.0001 per share, of the Company on or after January 1, 2023, such as the redemptions discussed herein, may be subject

to the Excise Tax. The Company confirms that amounts placed in the Trust Account in connection with the Company's IPO and any Extension

Payments, as well as any interest earned thereon, will not be used to pay for the Excise Tax.

If the Extension Amendment Proposal is approved

by the requisite vote of stockholders, the remaining holders of public shares will retain their right to redeem their public shares when

the Business Combination is submitted to the stockholders, subject to any limitations set forth in the Company's charter as amended

by the Extension Amendment. In addition, public stockholders who do not make the Election would be entitled to have their public shares

redeemed for cash if the Company has not completed a business combination by the Extended Date.

The Sponsor owns 2,830,000 Founder Shares (as

defined below) that were issued to the Sponsor prior to the Company's IPO, and 585,275 private placement units (the "Private

Placement Units,") that were purchased by the Sponsor in a private placement the closed simultaneously with the closing of the IPO.

In addition, the Company's Chairman and Chief Executive Officer and the Chief Financial Officer each own 15,000 Founder Shares,

and the three independent directors each owns 5,000 Founder Shares. In addition, the Chief Executive Officer and Chief Financial Officer

are deemed to be beneficial owners of shares held by the Sponsor. As used herein, "Founder Shares" refers to all issued and

outstanding shares of Class B common stock. In the event of a liquidation, the Sponsor and officers and directors will not receive any

monies held in the Trust Account as a result of their ownership of the Founder Shares or the Private Placement Units.

To exercise your redemption rights, you must

demand that the Company redeem your public shares for a pro rata portion of the funds held in the Trust Account, and tender your shares

to the Company's transfer agent at least two business days prior to the Special Meeting (or August 11, 2023). You may tender

your shares by either delivering your share certificate to the transfer agent or by delivering your shares electronically using the Depository

Trust Company's DWAC (Deposit/Withdrawal At Custodian) system. If you hold your shares in street name, you will need to instruct

your bank, broker or other nominee to withdraw the shares from your account in order to exercise your redemption rights.

Based upon the current amount in the Trust Account,

the Company anticipates that the per-share price at which public shares will be redeemed from cash held in the Trust Account will be approximately

$10.88 at the time of the Special Meeting (the "Redemption Price"). The closing price of the Company's Class A common

stock on July 30, 2023, was $11.05. The Company cannot assure stockholders that they will be able to sell the shares of the Company's

Class A common stock in the open market, even if the market price per share is higher than the Redemption Price, as there may not be sufficient

liquidity in its securities when such stockholders wish to sell their shares.

Approval of the Extension Amendment Proposal and

the Trust Amendment Proposal is a condition to the implementation of the Extension.

If the Extension Amendment Proposal and the Trust

Amendment Proposal are not approved and the Company is unable consummate the Business Combination by August 11, 2023, in accordance with

the Company's charter, it will incur significant cost to extend the Termination Date under the current terms of the charter or otherwise

(i) cease all operations except for the purpose of winding up, (ii) as promptly as reasonably possible but not more than ten business

days thereafter subject to lawfully available funds therefor, redeem 100% of the shares of Class A common stock in consideration of a

per-share price, payable in cash, equal to the quotient obtained by dividing (A) the aggregate amount then on deposit in the Trust Account,

including interest (net of taxes payable, less up to $100,000 of such net interest to pay dissolution expenses), by (B) the total number

of then outstanding shares of Class A common stock, which redemption will completely extinguish rights of public stockholders (including

the right to receive further liquidating distributions, if any), subject to applicable law, and (iii) as promptly as reasonably possible

following such redemption, subject to the approval of the remaining stockholders and the Board in accordance with applicable law, dissolve

and liquidate, subject in each case to the Company's obligations under the DGCL to provide for claims of creditors and other requirements

There will be no distribution from the Trust Account

with respect to the Company's warrants, which will expire worthless in the event of winding up. In the event of a liquidation, the

Sponsor will not receive any monies held in the Trust Account as a result of its ownership of 2,830,000 Founder Shares that were issued

to the Sponsor, plus the shares held by the officers and directors issued prior to the Company's IPO and the 585,275 Private Placement

Units that were purchased by the Sponsor in a private placement which occurred simultaneously with the completion of the IPO. As a consequence,

a liquidating distribution will be made only with respect to the public shares. Certain of the Company's executive officers have

beneficial interests in the Sponsor.

The Company reserves the right at any time to

cancel the Special Meeting and not to submit to its stockholders the Extension Amendment Proposal or the Trust Amendment Proposal or implement

the Extension Amendment or Trust Amendment. In the event the Special Meeting is cancelled, the Company will dissolve and liquidate in

accordance with the charter.

In the event of liquidation, the Sponsor has agreed to indemnify the

Company to the extent any claims by a third party for services rendered or products sold to the Company, or any claims by a prospective

target business with which the Company has discussed entering into an acquisition agreement, reduce the amount of funds in the Trust Account

to below (i) $10.10 per public share or (ii) such lesser amount per public share held in the Trust Account as of the date of the liquidation

of the Trust Account due to reductions in the value of the trust assets, in each case net of the interest which may be withdrawn to pay

taxes, except as to any claims by a third party who executed a waiver of any and all rights to seek access to the Company's Trust