SEC Comment Letter 0000000000-23-000994 to American Oncology Network, Inc. (AONC, AONCW) (CIK 0001839998)
American Oncology Network, Inc. (AONC, AONCW) (CIK 0001839998)
Date: Jan. 31, 2023 · CIK: 0001839998 · Accession: 0000000000-23-000994
AI Filing Summary & Sentiment
File numbers found in text: 001-40177
Letter
United States securities and exchange commission logo January 31, 2023 Kevin Nazemi Chief Executive Officer Digital Transformation Opportunities Corp. 10207 Clematis Court Los Angeles, CA 90077 Re:Digital Transformation Opportunities Corp. Preliminary Proxy on Schedule 14A Filed January 17, 2023 File No. 001-40177 Dear Kevin Nazemi: We have limited our review of your registration statement to those issues we have addressed in our comments. In some of our comments, we may ask you to provide us with information so we may better understand your disclosure. Please respond to this letter by amending your registration statement and providing the requested information. If you do not believe our comments apply to your facts and circumstances or do not believe an amendment is appropriate, please tell us why in your response. After reviewing any amendment to your registration statement and the information you provide in response to these comments, we may have additional comments. Preliminary Proxy on Schedule 14A filed January 17, 2023 General 1.With a view toward disclosure, please tell us whether your sponsor is, is controlled by, has any members who are, or has substantial ties with, a non-U.S. person. If so, please revise your filing to include risk factor disclosure that addresses how this fact could impact your ability to complete your initial business combination. For instance, discuss the risk to investors that you may not be able to complete an initial business combination with a target company should the transaction be subject to review by a U.S. government entity, such as the Committee on Foreign Investment in the United States (CFIUS), or ultimately prohibited. Disclose that as a result, the pool of potential targets with which you could complete an initial business combination may be limited. Further, disclose that the time necessary for government review of the transaction or a decision to prohibit the
FirstName LastNameKevin Nazemi Comapany NameDigital Transformation Opportunities Corp. January 31, 2023 Page 2 FirstName LastName Kevin Nazemi Digital Transformation Opportunities Corp. January 31, 2023 Page 2 transaction could prevent you from completing an initial business combination and require you to liquidate. Disclose the consequences of liquidation to investors, such as the losses of the investment opportunity in a target company, any price appreciation in the combined company, and the warrants, which would expire worthless. We remind you that the company and its management are responsible for the accuracy and adequacy of their disclosures, notwithstanding any review, comments, action or absence of action by the staff. Refer to Rules 460 and 461 regarding requests for acceleration. Please allow adequate time for us to review any amendment prior to the requested effective date of the registration statement. Please contact Jane Park at 202-551-7439 or Loan Lauren Nguyen at 202-551-3642 with any questions. Sincerely, Division of Corporation Finance Office of Industrial Applications and Services cc: Jonathan Ko, Esq.
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United States securities and exchange commission logo
January 31, 2023
Kevin Nazemi
Chief Executive Officer
Digital Transformation Opportunities Corp.
10207 Clematis Court
Los Angeles, CA 90077
Re:Digital Transformation Opportunities Corp.
Preliminary Proxy on Schedule 14A
Filed January 17, 2023
File No. 001-40177
Dear Kevin Nazemi:
We have limited our review of your registration statement to those issues we have
addressed in our comments. In some of our comments, we may ask you to provide us with
information so we may better understand your disclosure.
Please respond to this letter by amending your registration statement and providing the
requested information. If you do not believe our comments apply to your facts and
circumstances or do not believe an amendment is appropriate, please tell us why in your
response.
After reviewing any amendment to your registration statement and the information you
provide in response to these comments, we may have additional comments.
Preliminary Proxy on Schedule 14A filed January 17, 2023
General
1.With a view toward disclosure, please tell us whether your sponsor is, is controlled by, has
any members who are, or has substantial ties with, a non-U.S. person. If so, please revise
your filing to include risk factor disclosure that addresses how this fact could impact your
ability to complete your initial business combination. For instance, discuss the risk to
investors that you may not be able to complete an initial business combination with a
target company should the transaction be subject to review by a U.S. government entity,
such as the Committee on Foreign Investment in the United States (CFIUS), or ultimately
prohibited. Disclose that as a result, the pool of potential targets with which you could
complete an initial business combination may be limited. Further, disclose that the time
necessary for government review of the transaction or a decision to prohibit the
FirstName LastNameKevin Nazemi
Comapany NameDigital Transformation Opportunities Corp.
January 31, 2023 Page 2
FirstName LastName
Kevin Nazemi
Digital Transformation Opportunities Corp.
January 31, 2023
Page 2
transaction could prevent you from completing an initial business combination and require
you to liquidate. Disclose the consequences of liquidation to investors, such as the losses
of the investment opportunity in a target company, any price appreciation in the combined
company, and the warrants, which would expire worthless.
We remind you that the company and its management are responsible for the accuracy
and adequacy of their disclosures, notwithstanding any review, comments, action or absence of
action by the staff.
Refer to Rules 460 and 461 regarding requests for acceleration. Please allow adequate
time for us to review any amendment prior to the requested effective date of the registration
statement.
Please contact Jane Park at 202-551-7439 or Loan Lauren Nguyen at 202-551-3642 with
any questions.
Sincerely,
Division of Corporation Finance
Office of Industrial Applications and
Services
cc: Jonathan Ko, Esq.