Correspondence 0001104659-23-009107 from American Oncology Network, Inc. (AONC, AONCW) (CIK 0001839998)
American Oncology Network, Inc. (AONC, AONCW) (CIK 0001839998)
Date: Feb. 1, 2023 · CIK: 0001839998 · Accession: 0001104659-23-009107
AI Filing Summary & Sentiment
Referenced dates: January 31, 2023
Letter
VIA EDGAR Division of Corporation Finance Office of Industrial Applications and Services Attention: Jane Park Loan Lauren Nguyen Re: Digital Transformation Opportunities Corp. Preliminary Proxy on Schedule 14A Filed January 17, 2023
Dear Ms. Park and Ms. Nguyen:
This letter sets forth the response of Digital Transformation Opportunities Corp. (the “Registrant,” “we,” “our” or “us”) to the comment from the staff (the “Staff”) of the Securities and Exchange Commission (the “Commission”) in your letter dated January 31, 2023 (the “Comment Letter”), with respect to the above-captioned Preliminary Proxy on Schedule 14A (the “Proxy Statement”).
For your convenience, the Staff’s comment contained in the Comment Letter is duplicated below in bold and is followed by the Registrant’s response.
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 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 supplementally advise the Staff that Digital Transformation Sponsor LLC, our sponsor (the “Sponsor”), is a Delaware limited liability company, is controlled by our Chief Executive Officer and Chairman, Kevin Nazemi, a U.S. citizen, and does not have any substantial ties to a non-U.S. person. Further, no member of the Sponsor is a non-U.S. person. Accordingly, we advise the Staff that the Proxy Statement need not be revised to include the additional risk factor disclosure as it is not a material risk to our ability to consummate an initial business combination.
* * *
Securities and Exchange Commission
February 1, 2023
Page 2
Thank you for your attention to this response. If you have any questions related to this letter, please contact our counsel, Jonathan Ko of Paul Hastings LLP, at (213) 683-6188.
Very truly yours,
/s/ Kevin Nazemi
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CORRESP
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filename1.htm
Digital Transformation
Opportunities Corp.
10207 Clematis Court
Los Angeles, California 90077
February 1, 2023
VIA EDGAR
U.S. Securities and Exchange Commission
Division of Corporation Finance
Office of Industrial Applications and Services
100 F Street, N.E.
Washington, D.C. 20549
Attention:
Jane Park
Loan Lauren Nguyen
Re:
Digital Transformation Opportunities Corp.
Preliminary Proxy on Schedule
14A
Filed January 17, 2023
Dear Ms. Park and Ms. Nguyen:
This
letter sets forth the response of Digital Transformation Opportunities Corp. (the “Registrant,” “we,” “our”
or “us”) to the comment from the staff (the “Staff”) of the Securities and Exchange Commission (the “Commission”)
in your letter dated January 31, 2023 (the “Comment Letter”), with respect to the above-captioned Preliminary Proxy on Schedule
14A (the “Proxy Statement”).
For
your convenience, the Staff’s comment contained in the Comment Letter is duplicated below in bold and is followed by the Registrant’s
response.
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 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 supplementally
advise the Staff that Digital Transformation Sponsor LLC, our sponsor (the “Sponsor”), is a Delaware limited liability company,
is controlled by our Chief Executive Officer and Chairman, Kevin Nazemi, a U.S. citizen, and does not have any substantial ties to a non-U.S.
person. Further, no member of the Sponsor is a non-U.S. person. Accordingly, we advise the Staff that the Proxy Statement need not be
revised to include the additional risk factor disclosure as it is not a material risk to our ability to consummate an initial business
combination.
* * *
Securities and Exchange Commission
February 1, 2023
Page 2
Thank you for your attention to this response. If you have any questions
related to this letter, please contact our counsel, Jonathan Ko of Paul Hastings LLP, at (213) 683-6188.
Very truly yours,
/s/ Kevin Nazemi
Chief Executive Officer
cc:
David Gould, American Oncology Network, LLC
David Hernand, Paul Hastings LLP
Jonathan Ko, Paul Hastings LLP
Sahand Moarefy, Paul Hastings LLP
Brian Lee, Dentons US LLP
Ilan Katz, Dentons US LLP