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United States securities and exchange commission logo

                            February 2, 2023

       Kevin Nazemi
       Chief Executive Officer
       Digital Transformation Opportunities Corp.
       10207 Clematis Court
       Los Angeles, California 90077

                                                        Re: Digital
Transformation Opportunities Corp.
                                                            Preliminary Proxy
Statement on Schedule 14A
                                                            Filed January 6,
2023
                                                            File No. 001-40177

       Dear Kevin Nazemi:

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

              Please respond to these comments within ten business days by
providing the requested
       information or advise us as soon as possible when you will respond. If
you do not believe our
       comments apply to your facts and circumstances, please tell us why in
your response.

            After reviewing your response and any amendment you may file in
response to these
       comments, we may have additional comments.

       Preliminary Proxy Statement on Schedule 14A filed January 6, 2023

       Summary Term Sheet, page 2

   1.                                                   We note your disclosure
on pages 4 and 14 relating to the expected ownership percentages
                                                        in the combined company
of DTOC   s public stockholders, the Sponsor and other Initial
                                                        Stockholders, the PIPE
investors and AON equityholders. To the extent applicable,
                                                        disclose the total
expected ownership of the Sponsor following the transaction, inclusive
                                                        of any investments the
Sponsor plans to make through the financing transactions, such as
                                                        the PIPE investment.
 Kevin Nazemi
FirstName  LastNameKevin   Nazemi Corp.
Digital Transformation Opportunities
Comapany2,NameDigital
February    2023        Transformation Opportunities Corp.
February
Page 2 2, 2023 Page 2
FirstName LastName
Q: What are the specific Proposals on which I am being asked to vote at the
Special Meeting?,
page 12

2.       Revise to clarify that the proposal for the election of directors who
will be the directors of
         the combined company after the business combination is a proposal that
can only be
         approved by the holders of DTOC Class B common stock, and explain that
the Sponsor
         and other Initial Stockholders hold such shares.
Questions and Answers about the Proposals for our stockholders and the Special
Meeting, page
12

3.       Please revise your disclosure in this section and elsewhere in the
prospectus as appropriate
         to highlight the material risks to public warrant holders, including
those arising from
         differences between private and public warrants. Clarify whether
recent common stock
         trading prices exceed the threshold that would allow the company to
redeem public
         warrants. Clearly explain the steps, if any, the company will take to
notify all
         shareholders, including beneficial owners, regarding when the warrants
become eligible
         for redemption.
Q: What equity stake will current stockholders of DTOC, PIPE Investors, and AON
hold in us
after the Closing?, page 14

4.       Please disclose the Sponsor and its affiliates    total potential
ownership interest in the
         combined company, assuming exercise and conversion of all securities.
5.       Revise your disclosure to show the potential impact of redemptions on
the per share value
         of the shares owned by non-redeeming shareholders by including a
sensitivity analysis
         showing a range of redemption scenarios, including at least one
interim redemption level.
6.       Please revise to disclose all possible sources and extent of dilution
that shareholders who
         elect not to redeem their shares may experience in connection with the
business
         combination. Provide disclosure of the impact of each significant
source of dilution,
         including the amount of equity held by founders, convertible
securities, including warrants
         retained by redeeming shareholders, at each of the redemption levels
detailed in your
         sensitivity analysis, including any needed assumptions.
Q: If I am a holder of warrants, can I exercise redemption rights with respect
to my warrants?,
page 18

7.       Quantify the value of warrants, based on recent trading prices, that
may be retained by
         redeeming stockholders assuming maximum redemptions and identify any
material
         resulting risks.
 Kevin Nazemi
FirstName  LastNameKevin   Nazemi Corp.
Digital Transformation Opportunities
Comapany2,NameDigital
February    2023        Transformation Opportunities Corp.
February
Page 3 2, 2023 Page 3
FirstName LastName
Summary of the Proxy Statement, page 25

8.       Please revise to expand your descriptions of DTOC and AON in this
section. Please
         expand your disclosure to discuss the types of products and services
AON provides and
         how it generates revenue. Please also balance your disclosure to
include equally
         prominent disclosure of the limitations and challenges you face in
implementing your
         business strategy, including but not limited to, your net income
(loss) for the year ended
         December 31, 2021 and your dependence on a limited number of payors.
Please also
         disclose that the audit opinion for DTOC includes a paragraph related
to substantial doubt
         about the ability of DTOC to continue as a going concern.
9.       We refer to your organizational structure chart of New AON following
the consummation
         of the business combination on page 32. Please revise include the
variable interest
         entities, American Oncology Partners, P.A. and American Partners of
Maryland, P.A., as
         well as American Oncology Management Company, LLC, the primary
beneficiary, as
         identified on page 158. Please also revise to indicate the entity that
owns the equity in
         each depicted entity. In the revised presentation, please highlight
that these entities are
         variable interest entities.
Interests of DTOC Directors and Officers and Others in the Business
Combination, page 43

10.      Please revise your disclosure to include the current value of
out-of-pocket expenses for
         which the Sponsor and DTOC   s officers and directors and their
affiliates are awaiting
         reimbursement.
11.      We note your disclosure that the Sponsor and each of the members of
the DTOC Board
         and executive management team have agreed to waive their redemption
rights in
         connection with the consummation of the Business Combination with
respect to any
         shares of DTOC common stock held by them. Please describe here and
elsewhere in the
         prospectus any consideration provided in exchange for this agreement.
Please also revise
         your disclosure summarizing the background of the business combination
to discuss the
         negotiation of this agreement.
12.      It appears that underwriting fees remain constant and are not adjusted
based on
         redemptions. Revise your disclosure to disclose the effective
underwriting fee on a
         percentage basis for shares at each redemption level presented in your
sensitivity analysis
         related to dilution.
13.      We note your disclosure on page 121 that DTOC   s current charter
waives the corporate
         opportunities doctrine. Please address this potential conflict of
interest and whether it
         impacted your search for an acquisition target here and elsewhere in
the proxy statement.
 Kevin Nazemi
FirstName  LastNameKevin   Nazemi Corp.
Digital Transformation Opportunities
Comapany2,NameDigital
February    2023        Transformation Opportunities Corp.
February
Page 4 2, 2023 Page 4
FirstName LastName
DTOC's Sponsor and certain of its directors and officers have potential
conflicts of interest...,
page 76

14.      Please revise to highlight the risk that the Sponsor will benefit from
the completion of a
         business combination and may be incentivized to complete an
acquisition of a less
         favorable target company or on terms less favorable to shareholders
rather than liquidate.
         Please also clarify if the Sponsor and its affiliates can earn a
positive rate of return on their
         investment, even if other SPAC shareholders experience a negative rate
of return in the
         post-business combination company.
Risks Related to DTOC and the Business Combination, page 76

15.      Disclose the material risks to unaffiliated investors presented by
taking the company
         public through a merger rather than an underwritten offering. These
risks could include
         the absence of due diligence conducted by an underwriter that would be
subject to liability
         for any material misstatements or omissions in a registration
statement.
We may be required to call another special meeting of its stockholders to
request an
amendment..., page 84

16.      Please update your disclosure here to clarify that the Sponsor has
elected to exercise, in its
         sole discretion, the extension option to extend the combination period
to complete an
         initial business combination to June 30, 2023 and describe the loan
from the Sponsor
         relating to the additional extension period.
Unaudited Pro Forma Condensed Combined Balance Sheet, page 98

17.      We reference in Note (i) that you are currently evaluating the
accounting treatment related
         to the noncontrolling interest and that it is subject to change based
on final agreements.
         Please revise to disclose how the accounting treatment could change.
Unaudited Pro Forma Condensed Combined Statement of Operations, page 99

18.      Please show us how the pro forma adjustments for income tax expense
(benefit) in
         Notes 3.(cc) and 4.(hh) were determined.
Unaudited Pro Forma Condensed Combined Statement of Operations, page 100

19.      Please explain to us the source of the transaction expenses attributed
to AON and tax
         expense attributed to AON in Note 4.(ii).
Notes to Unaudited Pro Forma Condensed Combined Financial Information
Note 5. Earnings per Share Information, page 105

20.      Explain to us how you calculated net income per share attributable to
Class A common
         stockholders     Diluted of .14 and .26 for the Nine Months Ended
September 30, 2022.
         The amounts based on the diluted weighted average common shares
outstanding appears
 Kevin Nazemi
FirstName  LastNameKevin   Nazemi Corp.
Digital Transformation Opportunities
Comapany2,NameDigital
February    2023        Transformation Opportunities Corp.
February
Page 5 2, 2023 Page 5
FirstName LastName
         to be .12 and .20.
Information about American Oncology Network, LLC, page 130

21.      You disclose that AON does not direct or have control over the medical
and clinical
         decisions of the Network Practices. We also note your references to a
physician advisory
         board on pages 130 and 144. If material, please include disclosure
that describes the role
         or function of your physician advisory board, whether there are any
rules of procedures
         governing this board, as well as how the physician advisors are
selected and compensated.
Market Overview, page 131

22.      We note your reference to a $177 billion oncology care market that is
expected to grow to
         $314 billion by 2026. Please specify the portion of this amount that
represents the type of
         services AON provides to its customers.
Our Network Physician Practices, page 131

23.      We note your disclosure that you operate your physician practices
through management
         services agreements between American Oncology Management Company, LLC
and its
         variable interest entities, American Oncology Partners, P.A. and
American Partners of
         Maryland, P.A. Please expand your disclosure of the material terms of
such agreements,
         including but not limited to, the terms and management fees.
Our Value Proposition, page 132

24.      We note your disclosure relating to AON   s    leading    clinical
reputation on page 132, that
         AON is "one of the only true national oncology platforms" on page 143
and that AON
         provides "first-class" cancer care on page 130. Please revise here and
elsewhere in the
         prospectus to clarify your basis for these claims and any other
statements of leadership.
Competition, page 135

25.      We refer to your disclosure on page 130 that AON offers an
innovative model    of
         physician-led community-based oncology management that incorporates
features, such
         as diagnostics, specialty pharmacies and clinical laboratories onsite
across its Network
         Practices. Please disclose whether any of your competitors, such as US
Oncology
         Network, Inc. and OneOncology, Inc., also offer similar features for
their oncology
         physician practices.
Government Regulation, page 135

26.      We note your disclosure that AON   s platform operates in 71 locations
across sixteen
         states. We also refer to your disclosure on page 136 related to state
regulations that
         prohibit direct or indirect payments to, or entering into
fee-splitting arrangements with,
         physicians and that AON has structured its arrangements to comply with
relevant state
         law. Please expand your disclosure, where applicable, to identify the
states in which you
 Kevin Nazemi
FirstName  LastNameKevin   Nazemi Corp.
Digital Transformation Opportunities
Comapany2,NameDigital
February    2023        Transformation Opportunities Corp.
February
Page 6 2, 2023 Page 6
FirstName LastName
         generate material revenue and discuss how the state laws in these
jurisdictions apply to
         your business, including your corporate structure and contractual
arrangements.
Payor Relationships, page 135

27.      You disclose on page 135 that AON   s operations are dependent on a
concentrated number
         of payers with whom its Network Practices have entered into long-term
contracts,
         including Anthem and United Healthcare. Please revise to provide a
brief description of
         the material terms of such long-term contracts.
Information about American Oncology Network LLC
Employees and Human Capital Resources, page 140

28.      Please revise to separately disclose the number of employees of the
Company and of the
         managed practices. Clarify whether the physicians and advanced
practice providers are
         employees of the managed practices.
AON Management's Discussion and Analysis of Financial Condition and Results of
Operations
Our Adjusted EBITDA for recent comparative periods is presented as follows,
page 152

29.      Explain to us the nature of the non-GAAP adjustments to adjusted
EBITDA of operational
         transformation expenses and insourcing transition expenses and why you
believe these
         adjustments are not costs incurred in the ordinary course of your
business. Refer to the
         guidance in Item 10(e)(1)(ii)(b) of Regulation S-K and Question 100.01
of the
         Compliance and Disclosure Interpretations on Non-GAAP Financial
Measures.
Professional Liability, page 160

30.      Please revise to clarify whether the manage