View:
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
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,
FirstName LastNameKevin Nazemi Division of Corporation
Finance
Office of Industrial
Applications and
Comapany NameDigital Transformation Opportunities Corp.
Services
January 31, 2023 Page 2
cc: Jonathan Ko, Esq.
FirstName LastName