As filed with the Securities and Exchange Commission on December 15, 2023 Registration No. 333-[__] UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM S-1 REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933 ONEMEDNET CORPORATION (Exact name of registrant as specified in its charter) (State or other jurisdiction of incorporation or organization) Delaware 3721 86-2049355 (Primary Standard Industrial Classification Code Number) If this Form is a post-effective amendment filed purs ...

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q (Mark One) ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended September 30, 2023 or Commission File Number: 001-40386 ONEMEDNET CORPORATION ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to (Exact name of registrant as specified in its charter) Delaware 35-2303727 (State or other juri ...

Financial Performance - For the three months ended June 30, 2023, the company reported a net loss of $5,158, with operating expenses of $241,054 and franchise tax expense of $44,400[133]. - For the six months ended June 30, 2023, the company had a net loss of $91,140, with cash used in operating activities amounting to $646,580[135][138]. - For the six months ended June 30, 2022, the company reported a net income of $3,145,445, driven by unrealized gains from marketable securities[136]. - The company has incurred significant costs in pursuit of its initial business combination and does not expect to generate operating revenues until after its completion[124][132]. Cash and Investments - As of June 30, 2023, the company held cash of $3,438 outside the Trust Account and investments of $29,978,639 in the Trust Accounts[137][140]. - As of June 30, 2023, the company had cash of $30,870 outside the Trust Account as of December 31, 2022[137]. - As of June 30, 2023, the company had $367,832 in Working Capital Loans outstanding, an increase from $207,081 as of December 31, 2022[147]. - The company had $3,283,358 in Extension Loans outstanding as of June 30, 2023, compared to $2,545,838 as of December 31, 2022[150]. Business Combination - The company entered into a definitive Agreement and Plan of Merger with OneMedNet Corporation, with a merger consideration of $200,000,000, subject to adjustments[125]. - The company has the right to extend the deadline for completing its initial business combination up to nine one-month extensions until May 11, 2024[130]. - At a special meeting on November 11, 2022, stockholders approved an amendment allowing the company to extend its business combination deadline[128]. - The company has until August 11, 2023, to consummate a business combination, with the possibility of nine one-month extensions[143]. - Management has raised substantial doubt about the company's ability to continue as a going concern due to uncertainty regarding the business combination[143]. Fees and Liabilities - The company has incurred $60,000 in fees under an agreement with an affiliate of the Sponsor for office space and administrative support for the six months ended June 30, 2023 and 2022[145]. - The company has a deferred fee of $4,025,000 payable to underwriters upon completion of a Business Combination[146]. Stock and Financing - As of June 30, 2023, there were 3,316,819 shares of Class A Common Stock outstanding, with 2,731,544 shares subject to possible redemption[165]. - The company has not entered into any off-balance sheet financing arrangements as of June 30, 2023[144]. - The company applies the two-class method in calculating earnings per share, with warrants issued in connection with the IPO being anti-dilutive[161]. - The company is currently assessing the impact of ASU 2020-06 on its financial position, results of operations, or cash flows[166].

Financial Performance - For the three months ended March 31, 2023, the company reported a net loss of $85,983, consisting of realized and unrealized gains and dividends of $327,399, offset by operating expenses of $306,303 and franchise tax expense of $47,481 [138]. - The company has not generated any operating revenues to date and does not expect to do so until after the completion of its initial business combination [137]. - The company incurred $30,000 in fees under an agreement for office space and administrative support for the three months ended March 31, 2023 [148]. - The company had cash used in operating activities of $52,462 for the three months ended March 31, 2023, compared to $294,018 for the same period in 2022 [141][142]. - The company has incurred significant costs in pursuit of its initial business combination and continues to face uncertainty regarding its ability to continue as a going concern [144]. Cash and Investments - As of March 31, 2023, the company had cash of $10,108 outside of the Trust Account and investments of $29,725,574 held in the Trust Accounts [140][143]. - As of March 31, 2023, the company had $239,081 in Working Capital Loans outstanding, an increase from $207,081 as of December 31, 2022 [150]. - The company had $2,914,598 in Extension Loans outstanding as of March 31, 2023, compared to $2,545,838 as of December 31, 2022 [152]. Business Combination - The company intends to complete its initial business combination before August 11, 2023, and has the option for nine one-month extensions [135][144]. - The company entered into a definitive Agreement and Plan of Merger with OneMedNet Corporation, with a total merger consideration of $200,000,000, subject to adjustments [132]. - The company has a deferred fee obligation of $4,025,000 to underwriters, payable only upon the completion of a Business Combination [149]. - The company agreed to pay ARC a success fee of $100,000 upon closing its initial business combination and a retainer of $50,000 upon execution of the Introducing Advisor Agreement [153]. - On December 31, 2022, ARC was issued 1,378,517 shares of the company's Class B Common Stock following the execution of the Second Amendment to the Introducing Advisor Agreement [156]. Stock and Financial Instruments - As of March 31, 2023, there were 4,838,792 shares of Class A Common Stock outstanding, with the same number subject to possible redemption [169]. - The company evaluates its financial instruments to determine if they qualify as derivatives, with changes in fair value reported in the statements of operations [167]. - The company accounts for its warrants as liabilities, adjusting their fair value at each reporting period until exercised [168]. - The company is currently assessing the impact of ASU 2020-06, effective for fiscal years beginning after December 15, 2023, on its financial position [170]. Risk Management - The company was not subject to any market or interest rate risk as of March 31, 2023, with net proceeds invested in U.S. government treasury bills or money market funds [172]. - The company believes there will be no material exposure to interest rate risk due to the short-term nature of its investments [173].

Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-K (Mark One) ☒ ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(D) OF THE SECURITIES EXCHANGE ACT OF 1934 For the fiscal year ended December 31, 2022 ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(D) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission file number: 001-40386 Data Knights Acquisition Corp. (Exact name of registrant as specified in its charter) | Delaware | 86-2076743 | ...