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As filed with the Securities and Exchange Commission on April 27, 2023

Registration No. 333-     

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UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

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FORM S-4

REGISTRATION STATEMENT

UNDER

THE SECURITIES ACT OF 1933

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Digital Transformation Opportunities Corp.

(Exact name of Registrant as specified in its charter)

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10250 Constellation Blvd, Suite 23126

Los Angeles, CA 90067

Telephone: (360) 949-1111

(Address, including zip code, and telephone number, including area code, of registrant’s principal executive offices)

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Kevin Nazemi

Chief Executive Officer

10250 Constellation Blvd, Suite 23126

Los Angeles, CA 90067

Telephone: (360) 949-1111

(Name, address, including zip code, and telephone number, including area code, of agent for service)

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With copies to:

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Approximate date of commencement of proposed sale of the securities to the public: As soon as practicable after this registration statement has been declared effective and the satisfaction or waiver of all other conditions to the consummation of the Exchange Offer and Business Combination described herein.

If the securities being registered on this form are to be offered in connection with the formation of a holding company and there is compliance with General Instruction G, check the following box: ☐

If this form is filed to register additional securities for an offering pursuant to Rule 462(b) under the Securities Act, check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering. ☐

If this form is a post-effective amendment filed pursuant to Rule 462(d) under the Securities Act, check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering. ☐

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company or an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company” and “emerging growth company” in Rule 12b 2 of the Exchange Act.

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If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 7(a)(2)(B) of the Securities Act. ☐

If applicable, place an X in the box to designate the appropriate rule provision relied upon in conducting this transaction:

Exchange Act Rule 13e 4(i) (Cross-Border Issuer Tender Offer) ☐

Exchange Act Rule 14d 1(d) (Cross-Border Third-Party Tender Offer) ☐

The Registrant hereby amends this registration statement on such date or dates as may be necessary to delay its effective date until the registrant shall file a further amendment which specifically states that this registration statement shall thereafter become effective in accordance with Section 8(a) of the Securities Act of 1933, as amended, or until the registration statement shall become effective on such date as the Securities and Exchange Commission, acting pursuant to said Section 8(a), may determine.

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PRELIMINARY PROXY STATEMENT/PROSPECTUS —APRIL 27, 2023, — SUBJECT TO COMPLETION

Dear Stockholder:

Digital Transformation Opportunities Corp., a Delaware corporation (“DTOC”), and American Oncology Network, LLC, a Delaware limited liability company (the “Company” or “AON”), have entered into a Business Combination Agreement, dated as of October 5, 2022 and amended and restated on January 6, 2023 and further amended and restated on April 27, 2023 (as amended, the “Business Combination Agreement”). The transactions contemplated by the Business Combination Agreement will constitute a “business combination” as contemplated by DTOC’s current charter. For purposes of this proxy statement/prospectus, “New AON” means American Oncology Network Inc. (f/k/a Digital Transformation Opportunities Corp.) and its consolidated subsidiaries, after giving effect to the Business Combination.

In accordance with the Business Combination Agreement, DTOC and AON will undertake a series of transactions (the “Business Combination”) resulting in the organization of the combined post-business combination company as an umbrella partnership C corporation, sometimes referred to as an “Up-C” structure, in which substantially all of the assets and the business of the combined company will continue to be held by AON and DTOC will become a member of AON. In particular, the Business Combination Agreement provides that, upon the terms and subject to the conditions thereof, the Business Combination will be implemented as follows:

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as of the date of this proxy statement/prospectus, the Per Company Unit Exchange Ratio into which existing AON Class A units and AON Class A-1 units will be reclassified is estimated to equal 2,688 AON common units;

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The Board of Managers of AON has authorized and approved the issuance to its employees (which includes certain employees of AON that are holders of practice profit pool interests) of up to 460 AON Class B-1 units that have the same rights, terms and restrictions of the other AON Class B units issued and outstanding under AON’s operating agreement, but that will vest only upon the consummation of the Business Combination (the “AON Class B-1 units”). To incentivize retention of AON employees following the consummation of the Business Combination and further align the interests of AON employees with those of stockholders, DTOC is offering to the holders of AON Class B-1 units to exchange, as of immediately prior to the adoption of the Amended and Restated AON LLC Agreement, a number of newly issued shares of New AON Class A common stock equal to the Per Company Unit Exchange Ratio for each AON Class B-1 unit held by such holder (such offer, the “Exchange Offer”). Concurrently with the Exchange Offer, DTOC and AON are also soliciting consents from the holders of AON Class B-1 units to certain amendments to the terms of the awards and the unit grant agreements pursuant to which the AON Class B-1 units were granted (the “Consent Solicitation”) to provide for the automatic exchange, as of immediately prior to the adoption of the Amended and Restated AON LLC Agreement, of all AON Class B-1 units not otherwise tendered in the Exchange Offer into a number of newly issued shares of New AON Class A common stock equal to the Per Company Unit Exchange Ratio for each AON Class B-1 unit held by each applicable holder (collectively, the “Proposed Amendments”).

As of the date of this proxy statement/prospectus, the Per Company Unit Exchange Ratio into which AON Class B-1 units are proposed to be exchanged in the Exchange Offer is estimated to equal 2,688 shares of New AON Class A common stock. If a holder of AON Class B-1 units does not participate in the Exchange Offer and less than a majority in interest of the outstanding AON Class B-1 units consent to the Proposed Amendments, upon adoption of the Amended and Restated AON LLC Agreement, such AON Class B-1 units, together with all other outstanding AON Class B units, will be converted into AON common units at the Per Company Class B Unit Exchange Ratio. As of the date of this proxy statement/prospectus, the Per Company Class B Unit Exchange Ratio into which such AON Class B-1 units will be reclassified is estimated to equal 294 AON common units.

Contemporaneously with the execution and delivery of the Business Combination Agreement, Digital Transformation Sponsor LLC, a Delaware limited liability company (the “Sponsor”) and DTOC’s Chief Executive Officer (together with the Sponsor, the “Supporting Sponsor Shareholders”) entered into a support agreement with DTOC and the Company, (as amended and restated on January 6, 2023, the “Sponsor Support Agreement”), pursuant to which the Supporting Sponsor Shareholders have agreed to (a) vote in favor of, and take all actions necessary to consummate, the Business Combination, (b) certain transfer restrictions with respect to their shares of New AON common stock following the Closing, (c) subject a portion of their shares of New AON common stock to vesting requirements following the Closing and (d) waive and not otherwise perfect any anti-dilution or similar protections with respect to any DTOC common stock held by such Supporting Sponsor Shareholder in connection with the consummation of the Business Combination.

Public stockholders may elect to redeem their public shares (as defined below) whether they vote for or against, or whether they abstain from voting on, the Business Combination. A DTOC public stockholder (as defined below), together with any of his, her or its affiliates or any other person with whom he, she or it is acting in concert or as a “group” (as defined in Section 13 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”)), will be restricted from seeking redemption rights with respect to more than an aggregate of 15% of the public shares (as defined below). The Sponsor and members of the DTOC Board and executive management team (the “Insiders”) have agreed at the time of DTOC’s IPO to waive their redemption rights in connection with the consummation of the Business Combination with respect to any shares of DTOC common stock they may hold. Currently, the Insiders own approximately 79.7% of DTOC common stock, consisting of DTOC Class A common stock and DTOC Class B common stock (the “Founder Shares”). Shares of DTOC Class B common stock will automatically convert into shares of DTOC Class A common stock in connection with the transactions. The Founder Shares will be excluded from the pro rata calculation used to determine the

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per-share redemption price. The Insiders have agreed to vote any shares of DTOC common stock owned by them in favor of the Business Combination.

DTOC Class A common stock is listed on the Nasdaq Capital Market (“Nasdaq”) under the symbol “DTOC.” DTOC’s public warrants are listed on Nasdaq under the symbol “DTOCW.” DTOC units that have not separated are listed on Nasdaq under the symbol “DTOCU.” Following the Business Combination, it is anticipated that New AON Class A common stock (including common stock issued in the Business Combination) will be listed on Nasdaq under the symbol “AONC” and New AON public warrants will trade under the symbol “AONCW”, or another reputable national securities exchange mutually determined by DTOC and AON.

DTOC will hold a virtual special meeting of stockholders (the “Special Meeting”) to consider matters relating to the proposed Business Combination. DTOC and AON cannot complete the Business Combination unless the DTOC stockholders approve and adopt the Business Combination Agreement and the transactions contemplated thereby. DTOC is sending you this proxy statement/prospectus to ask you to vote in favor of the Business Combination and the other matters described in this proxy statement/prospectus.

On October 5, 2022, AON’s equityholders approved the Business Combination and related agreements and transactions.

The Special Meeting will be held exclusively via a live webcast at https://www.cstproxy.com/dtocorp/2023, at Eastern Time. To participate in the virtual meeting, a DTOC stockholder of record will need the 16-digit control number included on your proxy card or instructions that accompanied your proxy materials, if applicable, or to obtain a proxy form from your broker, bank or other nominee. The Special Meeting webcast will begin promptly at                    Eastern Time. DTOC stockholders are encouraged to access the Special Meeting prior to the start time. If you encounter any difficulties accessing the virtual meeting or during the meeting time, please call the technical support number that will be posted on the virtual meeting login page.

YOUR VOTE IS VERY IMPORTANT, REGARDLESS OF THE NUMBER OF SHARES OF DTOC COMMON STOCK YOU OWN. To ensure your representation at the Special Meeting, please complete and return the enclosed proxy card or submit your proxy by following the instructions contained in this proxy statement/prospectus and on your proxy card. Please submit your proxy promptly whether or not you expect to attend the meeting. Submitting a proxy now will NOT prevent you from being able to vote virtually at the Special Meeting. If you hold your shares in “street name,” you should instruct your broker, bank or other nominee how to vote in accordance with the voting instruction form you receive from your broker, bank or other nominee.

The DTOC Board has unanimously approved the Business Combination Agreement and the transactions contemplated thereby and recommends that DTOC stockholders vote “FOR” the approval of the Business Combination Agreement and “FOR” the other proposals to be considered at the Special Meeting.

This proxy statement/prospectus provides you with detailed information about the proposed Business Combination. It also contains or references information about DTOC, AON and certain related matters. You are encouraged to read this proxy statement/prospectus carefully. In particular, you should read the “Risk Factors” section beginning on page 59 for a discussion of the risks you should consider in evaluating the proposed Business Combination and how it will affect you.

If you have any questions regarding the accompanying proxy statement, you may contact Morrow Sodali LLC, DTOC’s proxy solicitor, toll-free at (800) 662-5200 or collect at (203) 658-9400 or email at DTOC.info@investor.morrowsodali.com.

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NEITHER THE SECURITIES AND EXCHANGE COMMISSION NOR ANY STATE SECURITIES REGULATORY AGENCY HAS APPROVED OR DISAPPROVED THE TRANSACTIONS DESCRIBED IN THE ACCOMPANYING PROXY STATEMENT, PASSED UPON THE MERITS OR FAIRNESS OF THE BUSINESS COMBINATION OR RELATED TRANSACTIONS OR PASSED UPON THE ADEQUACY OR ACCURACY OF THE DISCLOSURE IN THE ACCOMPANYING PROXY STATEMENT. ANY REPRESENTATION TO THE CONTRARY CONSTITUTES A CRIMINAL OFFENSE.

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This proxy statement/prospectus is dated     ,                       , and is first being mailed to stockholders of DTOC on or about             ,        .

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Digital Transformation Opportunities Corp.

NOTICE OF THE SPECIAL MEETING OF STOCKHOLDERS

TO BE HELD ON                         ,

NOTICE IS HEREBY GIVEN that a special meeting of stockholders (the “Special Meeting”) of Digital Transformation Opportunities Corp., a Delaware corporation (“DTOC”), will be held exclusively via a live webcast at https://www.cstproxy.com/dtocorp/2023, on                  ,              at                Eastern Time. You are cordially invited to attend the Special Meeting for the following purposes:

Only holders of record of DTOC common stock at the close of business on                   , 2023 are entitled to notice of the Special Meeting and to vote at the Special Meeting and any adjournments or postponements of the Special Meeting. A complete list of DTOC stockholders of record entitled to vote at the Special Meeting will be available for inspection by stockholders ten days before the Special Meeting at our principal executive officers during ordinary business hours for any purpose germane to the Special Meeting.

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In accordance with DTOC’s current charter, DTOC will provide holders (“public stockholders”) of its DTOC Class A common stock (“public shares”) with the opportunity to redeem their public shares for cash equal to their pro rata share of the aggregate amount on deposit in DTOC’s trust account (the “Trust Account”), which holds the proceeds of DTOC’s IPO, as of two business days prior to the consummation of the transactions contemplated by the Business Combination Proposal (including interest earned on the funds held in the Trust Account and not previously released to DTOC to pay taxes). For illustrative purposes, based on funds in the Trust Account of approximately $[      ] on [      ], 2023, the estimated per share redemption price would have been approximately $[      ], excluding additional interest earned on the funds held in the Trust Account and not previously released to DTOC to pay taxes. Public stockholders may elect to redeem their public shares whether they vote for or against, or whether they abstain from voting on, the Business Combination. A public stockholder, together with any of his, her or its affiliates or any other person with whom he, she or it is acting in concert or as a “group” (as defined in Section 13 of the Exchange Act), will be restricted from seeking redemption rights with respect to more than an aggregate of 15% of the public shares. The Insiders agreed at the time of DTOC’s IPO to waive their redemption rights in connection with the consummation of the Business Combination with respect to any shares of DTOC common stock they may hold. Currently, the Insiders own approximately 79.7% of DTOC common stock, consisting of the Founder Shares. Founder Shares will be excluded from the pro rata calculation used to determine the per-share redemption price. The Insiders have agreed to vote any shares of DTOC common stock owned by them in favor of the Business Combination.

Approval of each of the Business Combination Proposal, the Listing Proposal, the Advisory Governance Proposal, the Incentive Equity Plan Proposal and the Adjournment Proposal requires the affirmative vote (virtually or by proxy) of a majority of the votes cast by holders of outstanding shares of DTOC common stock represented virtually or by proxy at the Special Meeting and entitled to vote thereon, voting together as a single class. Approval of the Charter Amendment Proposal requires the affirmative vote (virtually or by proxy) of the holders of a majority of the outstanding shares of DTOC Class A common stock and the affirmative vote (virtually or by proxy) of the holders of a majority of the outstanding shares of DTOC Class B common stock, each voting together as a separate class, as well as the vote of a majority of the issued and outstanding shares of DTOC common stock, voting together as a single class. Approval of the Director Election Proposal requires the affirmative vote (virtually or by proxy) of holders of a plurality of the votes cast by holders of outstanding shares of DTOC Class B common stock represented virtually or by proxy at the Special Meeting and entitled to vote thereon at the Special Meeting, voting as a single class. The DTOC Board has unanimously recommended that you vote for each of the Proposals. The transactions contemplated by the Business Combination Agreement will be consummated only if the Condition Precedent Proposals are approved at the Special Meeting, and if the other conditions to closing are satisfied or waived. Each of the Condition Precedent Proposals is cross-conditioned on the approval of each other Condition Precedent Proposal. The Advisory Governance Proposal and the Adjournment Proposal are neither conditioned upon nor a condition to the approval of any other proposal set forth in the accompanying proxy statement.

As of [      ], 2023, there was $[      ] in the Trust Account, which DTOC intends to use for the purposes of consummating the Business Combination and to pay SPAC related taxes, approximately $11.7 million in deferred underwriting commissions to the underwriters of DTOC’s IPO and $[      ] in deferred legal fees in connection with DTOC’s IPO. Each redemption of public shares by its public stockholders will decrease the amount in the Trust Account. DTOC will not consummate the Business Combination if the redemption of public shares would result in DTOC’s failure to have at least $5,000,001 of net tangible assets (as determined in accordance with Rule 3a51-1(g)(1) of the Exchange Act) (or any successor rule). The Business Combination Agreement also contains a condition to the Company’s obligation to consummate the Business Combination, which may be waived by the Company, requiring that DTOC have at least $60,000,000 in available cash immediately prior to the consummation of the Business Combination.

If DTOC stockholders fail to approve any Condition Precedent Proposal, the Business Combination will not occur. The proxy statement accompanying this notice explains the Business Combination Agreement and the transactions contemplated thereby, as well as the Proposals to be considered at the Special Meeting. Please review the proxy statement carefully.

The DTOC Board has set [      ] as the record date for the Special Meeting. Only holders of record of shares of DTOC common stock at the close of business on [      ] will be entitled to notice of and to vote at the Special Meeting and any adjournments or postponements thereof. Any stockholder entitled to attend and vote at the Special Meeting is entitled to appoint a proxy to attend and vote on such stockholder’s behalf. Such proxy need not be a holder of shares of DTOC common stock.

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YOUR VOTE IS VERY IMPORTANT, REGARDLESS OF THE NUMBER OF SHARES OF DTOC COMMON STOCK YOU OWN. Whether or not you plan to attend the Special Meeting virtually, please complete, sign, date and mail the enclosed proxy card in the postage-paid envelope provided at your earliest convenience. You may also submit a proxy by telephone or via the Internet by following the instructions printed on your proxy card. If you hold your shares through a broker, bank or other nominee, you should direct the vote of your shares in accordance with the voting instruction form received from your broker, bank or other nominee.

The DTOC Board has unanimously approved the Business Combination Agreement and the transactions contemplated thereby and recommends that you vote “FOR” the Business Combination Proposal, “FOR” the Listing Proposal, “FOR” the Charter Amendment Proposal, “FOR” the Advisory Governance Proposal, “FOR” the Director Election Proposal, “FOR” the Incentive Equity Plan Proposal and “FOR” the Adjournment Proposal.

If you have any questions regarding the accompanying proxy statement, you may contact Morrow Sodali LLC, our proxy solicitor, toll-free at (800) 662-5200 or collect at (203) 658-9400 or email at DTOC.info@investor.morrowsodali.com.

If you plan to attend the Special Meeting virtually, you must do so virtually and you will be required to take certain actions ahead of the meeting so that you can participate. Please carefully read the sections in the proxy statement regarding attending and voting at the special meeting to ensure that you comply with these requirements.

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PRELIMINARY PROXY STATEMENT/PROSPECTUS —APRIL 27, 2023 — SUBJECT TO COMPLETION

EXCHANGE OFFER AND CONSENT SOLICITATION SHARES OF CLASS A COMMON STOCK OF AMERICAN ONCOLOGY NETWORK INC. (OR DIGITAL TRANSFORMATION OPPORTUNITIES CORP. AFTER ITS RENAMING IN CONNECTION WITH THE CONSUMMATION OF THE BUSINESS COMBINATION) FOR
OUTSTANDING CLASS B UNITS OF AMERICAN ONCOLOGY NETWORK, LLC

THE EXCHANGE OFFER AND CONSENT SOLICITATION EXPIRE AT MIDNIGHT, EASTERN TIME, ON [   ], 2023, UNLESS AND UNTIL DIGITAL TRANSFORMATION OPPORTUNITIES CORP., A DELAWARE CORPORATION (“DTOC”), IN ITS SOLE DISCRETION, EXTENDS THE EXCHANGE OFFER, IN WHICH CASE, THE EXPIRATION DATE OF THE EXCHANGE OFFER AND CONSENT SOLICITATION SHALL BE THE LATEST TIME AND DATE AT WHICH THE EXCHANGE OFFER, AS EXTENDED, EXPIRES (THE “EXPIRATION DATE”).

Reference is hereby made to that certain Business Combination Agreement, by and between DTOC and American Oncology Network, LLC, a Delaware limited liability company (the “Company” or “AON”), dated as of October 5, 2022 and amended and restated on January 6, 2023 and further amended and restated on April 27, 2023 (the “Business Combination Agreement”), pursuant to which DTOC and AON have agreed to undertake a series of transactions (as amended, the “Business Combination”) resulting in the organization of the combined post-business combination company as an umbrella partnership C corporation, in which substantially all of the assets and the business of the combined company will continue to be held by AON and DTOC will become a member of AON.

The Board of Managers of AON has authorized and approved the issuance to its employees (which includes certain employees of AON that are holders of practice profit pool interests) of up to 460 AON Class B-1 units that have the same rights, terms and restrictions of the other AON Class B units issued and outstanding under AON’s operating agreement, but that that will vest only upon the consummation of the Business Combination (the “AON Class B-1 units”). To incentivize retention of AON employees following the consummation of the Business Combination and further align the interests of AON employees with those of stockholders, DTOC is offering to the holders of AON Class B-1 units to exchange, as of immediately prior to the adoption of the Amended and Restated AON LLC Agreement, a number of newly issued shares of New AON Class A common stock equal to the Per Company Unit Exchange Ratio for each AON Class B-1 unit held by such holder (such offer, the “Exchange Offer”). See “General Terms of the Exchange Offer and Consent Solicitation.”

Concurrently with the Exchange Offer, DTOC and AON are also soliciting consents from the holders of AON Class B-1 units to certain amendments to the terms of the awards and the unit grant agreements pursuant to which the AON Class B-1 units were granted (the “Consent Solicitation”) to provide for the automatic exchange, as of immediately prior to the adoption of the Amended and Restated AON LLC Agreement, of all outstanding AON Class B-1 units into a number of newly issued shares of New AON Class A common stock equal to the Per Company Unit Exchange Ratio for each AON Class B-1 unit held by each applicable holder (collectively, the “Proposed Amendments”). Holders may not deliver consents to the Proposed Amendments without tendering their AON Class B-1 units into the Exchange Offer, and holders may not tender their AON Class B-1 units into the Exchange Offer without delivering the related consents. The tender of AON Class B-1 units into the Exchange Offer will be deemed to automatically constitute delivery of a consent to the Proposed Amendments with respect to the AON Class B-1 units tendered.

As of the date of this proxy statement/propsectus, the Per Company Unit Exchange Ratio into which AON Class B-1 units are proposed to be exchanged in the Exchange Offer is estimated to equal 2,688 shares of New AON Class A common stock. If a holder of AON Class B-1 units does not participate in the Exchange Offer and less than a majority in interest of the outstanding AON Class B-1 units consent to the Proposed Amendments, upon adoption of the Amended and Restated AON LLC Agreement, such AON Class B-1 units, together with all other outstanding AON Class B units, will be converted into AON common units at the Per Company Class B Unit Exchange Ratio. As of the date of this proxy statement/prospectus, the Per Company Class B Unit Exchange Ratio into which such AON Class B-1 units will be reclassified is estimated to equal 294 AON common units.

DTOC Class A common stock is listed on the Nasdaq Capital Market (“Nasdaq”) under the symbol “DTOC.” DTOC’s public warrants are listed on Nasdaq under the symbol “DTOCW.” DTOC units that have not separated are listed on Nasdaq under the symbol “DTOCU.” Following the Business Combination, it is anticipated that New AON Class A common stock (including common stock issued in the Business Combination) will be listed on Nasdaq under the symbol “AONC” and New AON public warrants will trade under the symbol “AONCW”, or another reputable national securities exchange mutually determined by DTOC and AON. The last reported prices for DTOC Class A common stock, DTOC public warrants and DTOC units were $[   ], $[   ] and $[   ], respectively, on a per share, warrant and unit basis, in each case, as quoted on Nasdaq on [   ], 2023, the last trading day before the date of this proxy statement/prospectus.

INVESTING IN DTOC SECURITIES INVOLVES A HIGH DEGREE OF RISK. SEE “RISK FACTORS” BEGINNING ON PAGE 59 OF THIS PROXY STATEMENT/PROSPECTUS FOR A DISCUSSION OF INFORMATION THAT SHOULD BE CONSIDERED IN CONNECTION WITH AN INVESTMENT IN THE SECURITIES DESCRIBED IN THIS PROXY STATEMENT/PROSPECTUS.

NEITHER THE SECURITIES AND EXCHANGE COMMISSION NOR ANY STATE SECURITIES COMMISSION HAS APPROVED OR DISAPPROVED OF DTOC’S CLASS A COMMON STOCK OR DETERMINED IF THIS PROSPECTUS IS TRUTHFUL OR COMPLETE. ANY REPRESENTATION TO THE CONTRARY IS A CRIMINAL OFFENSE.

The date of this proxy statement/prospectus is April 27, 2023.

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ANNEXES

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MARKET, RANKING AND OTHER INDUSTRY DATA

We are responsible for the disclosure contained in this proxy statement/prospectus. However, certain information contained in this document relates to or is based on studies, publications, surveys and other data obtained from third-party sources, and DTOC and AON’s own internal estimates and research. While we believe these third-party sources to be reliable, as of the date of this proxy statement/prospectus, we have not independently verified the market and industry data contained in this proxy statement/prospectus or the underlying assumptions relied on therein. Finally, while we believe our own internal research is reliable, such research has not been verified by any independent source. The market and industry data used in this proxy statement/prospectus involve a number of assumptions and limitations, and any estimates underlying such market information and other factors, including those described in the section titled “Risk Factors,” could cause actual results to differ materially from those expressed in the third-party estimates and in our estimates.

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TRADEMARKS, SERVICE MARKS AND TRADE NAMES

This proxy statement/prospectus may contain trademarks, service marks and trade names of AON or of third parties. Each one of these trademarks, service marks or trade names of AON is either (1) AON’s registered trademark, (2) a trademark for which AON has a pending application, or (3) a trade name or service mark for which AON claims common law rights. All other trademarks, trade names or service marks of any other company appearing in this proxy statement/prospectus belong to their respective owners. Solely for convenience, the trademarks, service marks and trade names referred to in this proxy statement/prospectus are presented without the TM, SM and ® symbols, but such references are not intended to indicate, in any way, that AON or the applicable licensor will not assert, to the fullest extent under applicable law, its respective rights to these trademarks, service marks and trade names. We do not intend our use or display of other companies’ trade names, trademarks or service marks to imply a relationship with, or endorsement or sponsorship of us by, any other companies.

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SUMMARY TERM SHEET

This summary term sheet, together with the sections titled “Questions and Answers About the Proposals for Our Stockholders and the Special Meeting” and “Summary of this Proxy Statement/Prospectus,” summarizes certain information contained in this proxy statement/prospectus, but does not contain all of the information that is important to you. You should read this proxy statement/prospectus, including the attached Annexes and the accompanying financial statements of DTOC and AON, carefully and in its entirety for a more complete understanding of the matters to be considered at the Special Meeting.

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as of the date of this proxy statement/prospectus, the Per Company Unit Exchange Ratio into which existing AON Class A units and AON Class A-1 units will be reclassified is estimated to equal 2,688 AON common units;

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SUMMARY OF THE EXCHANGE OFFER AND CONSENT SOLICITATION

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FREQUENTLY USED TERMS

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QUESTIONS AND ANSWERS ABOUT THE PROPOSALS FOR OUR STOCKHOLDERS, THE SPECIAL MEETING AND THE EXCHANGE OFFER AND CONSENT SOLICITATION

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The questions and answers below highlight only selected information from this document and only briefly address some commonly asked questions about the Proposals to be presented at the Special Meeting, including with respect to the Business Combination, and the Exchange Offer and the Consent Solicitation. The following questions and answers do not include all the information that is important to our stockholders or AON unitholders. We urge our stockholders to read this proxy statement/prospectus, including the Annexes and the accompanying financial statements of DTOC and AON carefully and in their entirety to fully understand the Business Combination, the Exchange Offer, the Consent Solicitation and the voting procedures for the Special Meeting, which will be held on               ,                   at                    , Eastern Time, virtually, accessible at https://www.cstproxy.com/dtocorp/2023, or at such other time, on such other date and at such other place to which the meeting may be adjourned or postponed.

Questions and Answers about the Proposals and the Special Meeting

The number of shares of our Class A common stock that will be owned by our Sponsor and public stockholders, and therefore the percentage ownership of New AON by the Sponsor and public stockholders, is not currently known, and will depend on, among other things, the level of redemptions of shares of DTOC Class A common stock by our public stockholders. For further details, see “The Business Combination and the Business Combination Agreement.” A copy of the Business Combination Agreement is attached to this proxy statement/prospectus as Annex A and you are encouraged to read it carefully and in its entirety.

THE VOTE OF STOCKHOLDERS IS IMPORTANT. STOCKHOLDERS ARE ENCOURAGED TO VOTE AS SOON AS POSSIBLE AFTER READING THIS PROXY STATEMENT/PROSPECTUS, INCLUDING THE ANNEXES AND THE ACCOMPANYING FINANCIAL STATEMENTS OF DTOC AND THE COMPANY, CAREFULLY AND IN ITS ENTIRETY.

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If our stockholders do not approve each of the Business Combination Proposal, the Listing Proposal, the Charter Amendment Proposal, the Director Election Proposal and the Incentive Equity Plan Proposal (collectively, the “Condition Precedent Proposals”), then the Business Combination may not be consummated. See “Proposal No. 1 — The Business Combination Proposal,” “Proposal No. 2 — The Listing Proposal,” “Proposal No. 3 — The Charter Amendment Proposal,” “Proposal No. 5 — The Director Election Proposal,” and “Proposal No. 6 — The Incentive Equity Plan Proposal.”

We will hold the Special Meeting to consider and vote upon these Proposals. This proxy statement/prospectus contains important information about the Business Combination and the other matters to be acted upon at the Special Meeting. Our stockholders should read it carefully and in its entirety.

After careful consideration, the DTOC Board has determined that the Business Combination Proposal, the Listing Proposal, the Charter Amendment Proposal, the Advisory Governance Proposal, the Director Election Proposal, the Incentive Equity Plan Proposal and the Adjournment Proposal are in the best interests of DTOC and its stockholders and unanimously recommends that you vote or give instruction to vote “FOR” each of the Proposals.

Only holders of outstanding shares of DTOC Class B common stock are entitled to vote on the Director Election Proposal. All of the shares of DTOC Class B Common Stock are held by the Supporting Sponsor Shareholders and DTOC’s directors and officers, and the Supporting Sponsor Shareholders and DTOC’s directors and officers have agreed to vote their shares in favor of the Director Election Proposal.

The existence of financial and personal interests of one or more of DTOC’s directors may result in a conflict of interest on the part of such director(s) between what they may believe is in the best interests of DTOC and its stockholders and what they may believe is best for themselves in determining to recommend that stockholders vote for the Proposals. See “The Business Combination and the Business Combination Agreement — Interests of DTOC Directors and Officers and Others in the Business Combination” for a further discussion of these considerations.

Based on its due diligence investigations of AON and the industry in which it operates, including the financial and other information provided by AON in the course of our due diligence investigations, our board of directors believes that the Business Combination with AON is in the best interests of us and our stockholders and presents an opportunity to increase stockholder value. However, there is no assurance of this. See “The Business Combination and the Business Combination Agreement — Recommendation of the DTOC Board and Reasons for the Business Combination” for additional information.

Although our board of directors believes that the Business Combination with AON presents a unique business combination opportunity and is in the best interests of us and our stockholders, our board of directors did consider certain potentially material negative factors in arriving at that conclusion. These factors are discussed in greater detail in the section titled “The Business Combination and The Business Combination Agreement — Recommendation of the DTOC Board and Reasons for the Business Combination,” as well as in the sections titled “Risk Factors — Risks Related to Our Business.”

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as of the date of this proxy statement/prospectus, the Per Company Unit Exchange Ratio into which existing AON Class A units and AON Class A-1 units will be reclassified is estimated to equal 2,688 AON common units;

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The following table illustrates varying ownership levels in New AON immediately following the consummation of the Business Combination, assuming a        , 2023 Closing Date, assuming the varying levels of redemptions by the public stockholders. If the actual facts are different from these assumptions, the below levels of ownership interest will be different.

The ownership percentages set forth above do not take into account the issuance of any shares upon completion of the Business Combination under the Incentive Equity Plan, a copy of which is attached to this proxy statement/prospectus as Annex G but does include 75,000 Founder Shares, which, on the effective date of the Business Combination, will be exchanged, on a one-for-one basis, for shares of New AON Class A common stock. If the actual facts are different than the assumptions set forth above, the percentage ownership numbers set forth above will be different.

DTOC’s public stockholders that do not elect to redeem their Public Shares will experience dilution as a result of the Business Combination. DTOC’s public stockholders currently own 18.3% of the DTOC Class A Common Stock. As noted in the above table, if no public stockholder redeem their Public Shares in the Business Combination, the public stockholders will go from owning 18.3% of the DTOC Class A Common Stock prior to the Business Combination to owning [   ]% of the total shares outstanding of New AON. The public stockholders will own approximately [   ]% of the total shares outstanding of New AON, assuming additional 100% scenario as shown above.

In addition to the changes in percentage ownerships depicted above, variation in the levels of redemption will impact the dilutive effect of certain equity issuances related to the Business Combination. Increasing levels of redemption will increase the dilutive effects of these issuances on non-redeeming public stockholders. See the section entitled “Risk Factors — A DTOC stockholder’s decision as to whether to redeem his, her or its shares for a pro rata portion of the Trust Account may not put the stockholder in a better future economic position”.

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For more information, please see the sections titled “Summary of the Proxy Statement — Beneficial Ownership of New AON Following the Business Combination” and “Unaudited Pro Forma Condensed Combined Financial Information.”

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The level of redemption also impacts the effective deferred underwriting fee per public share incurred in connection with the IPO and payable upon the completion of the Business Combination. DTOC incurred $11.7 million in deferred underwriting fees. Assuming no exercise of DTOC warrants, in a no additional redemption scenario, the effective deferred underwriting fee would be approximately $      per public share on a pro forma basis (or    % of the value of shares assuming a trading price of $10.00 per share). In the 100% additional redemption scenario, the effective deferred underwriting fee is not meaningful when expressed as on a per share or percentage basis as the divisor is zero.

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The net equity value of AON equals the sum of:

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As of the date of this proxy statement/prospectus, the Per Company Unit Exchange Ratio into which existing AON Class A units and AON Class A-1 units will be reclassified is estimated to equal 2,688 AON common units. As described elsewhere in this proxy statement/prospectus, it is also proposed that the holders of AON Class B-1 units exchange into the Exchange Offer, as of immediately prior to the adoption of the Amended and Restated AON LLC Agreement, a number of newly issued shares of New AON Class A common stock equal to the Per Company Unit Exchange Ratio for each AON Class B-1 unit held by such holder.

An illustrative calculation of the Per Company Unit Exchange Ratio is set forth below:

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A copy of the Business Combination Agreement is attached to this proxy statement/prospectus as Annex A and you are encouraged to read it carefully and in its entirety.

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In addition, the obligation of AON to consummate the Business Combination is subject to the sum of the following amounts (collectively, the “Available Closing Acquiror Cash”) equaling or exceeding $60 million as of the Closing (the “Minimum Cash Condition”): (i) the aggregate cash proceeds available from the Trust Account (after giving effect to all redemptions of shares of DTOC Class A common stock), plus (ii) the cash funded to DTOC, AON or any subsidiary of AON during the period between signing of the Business Combination Agreement and Closing, or that will be funded to DTOC, AON or any subsidiary of AON prior to or concurrently with the Closing, in each case pursuant to any equity or debt financing agreement or arrangement other than borrowings under the AON PNC Loans, plus (iii) the aggregate amount of capital offered in the PIPE Investment, but that is unreasonably rejected by AON (as further described in the Business Combination Agreement).

Prior to the filing of this proxy statement/prospectus, AON entered into a term sheet with a third-party institutional investor contemplating, on a non-binding basis, an aggregate investment by such investor of at least $65 million in the form of newly issued convertible preferred securities. The term sheet is not a commitment to invest or sell any such securities, and there is no assurance that AON and the investor will be able to reach a binding agreement or otherwise consummate the transactions contemplated thereby.

For more information about conditions to the consummation of the Business Combination, see “The Business Combination and the Business Combination Agreement — Conditions to the Business Combination.”

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including interest not previously released to DTOC to pay its franchise and income taxes (less up to $100,000 of such net interest to pay dissolution expenses), by (B) the total number of then outstanding public shares, which redemption will completely extinguish public stockholders’ rights as stockholders (including the right to receive further liquidating distributions, if any), subject to applicable law, and (iii) as promptly as reasonably possible following such redemption, subject to the approval of DTOC’s remaining stockholders and the DTOC Board in accordance with applicable law, dissolve and liquidate, subject in each case to DTOC’s obligations under Delaware law to provide for claims of creditors and other requirements of applicable law.

Notwithstanding the foregoing, a public stockholder, together with any affiliate of such public stockholder or any other person with whom such public stockholder is acting in concert or as a “group” (as defined in Section 13(d)(3) of the Exchange Act), will be restricted from redeeming its public shares with respect to more than an aggregate of 15% of the public shares. Accordingly, if a public stockholder, alone or acting in concert or as a group, seeks to redeem more than 15% of the public shares, then any such shares in excess of that 15% limit would not be redeemed for cash.

The Insiders agreed at the time of DTOC’s IPO to waive their redemption rights in connection with the consummation of the Business Combination with respect to all shares of our common stock they may hold.

Any demand for redemption, once made, may be withdrawn at any time until the date of the Special Meeting. After the date of the Special Meeting, a demand for redemption may only be withdrawn with the Company’s written consent. If you deliver your shares for redemption to our transfer agent and decide within the required timeframe not to exercise your redemption rights, you may request that our transfer agent return the shares to you (physically or electronically). You may make such request by contacting our transfer agent at the address listed under the question “Who can help answer my questions?” below.

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For instance, assuming that no more than [     ] public shares, representing approximately [   ]% of the public shares issued in connection with the IPO, and assuming that each redeeming public stockholder holds one-fourth of one Public Warrant for each public share being redeemed (representing the number of Public Warrants included in each DTOC unit) and using the closing warrant price on Nasdaq of $[      ] as of April [  ], 2023, the aggregate fair value of the Public Warrants that can be retained by redeeming stockholders is approximately $[     ]. The actual market price of the warrants may be higher or lower on the date that warrant holders seek to sell such warrants. Additionally, DTOC cannot assure the holders of warrants that they will be able to sell their warrants in the open market as there may not be sufficient liquidity in such securities when warrantholders wish to sell their warrants.

Further, while the level of redemptions of public shares will not directly change the value of the warrants because the warrants will remain outstanding regardless of the level of redemptions, as redemptions of public shares increase, the holder of warrants who exercises such warrants will ultimately own a greater interest in New AON because there would be fewer shares outstanding overall.

Following the Closing, New AON may redeem the Public Warrants prior to their excercise at a time that is disadvantageous to you. More specifically:

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As of                        , 2023, the closing price for a share of DTOC common stock was $          . Assuming that the shares New AON Class A common stock trade at the same price after the Closing, New AON will not be able to redeem the Public Warrants prior to their exercise. However, if the price thresholds described above are met or exceeded, redemption of the outstanding Public Warrants could force holders (i) to exercise the Public Warrants and pay the exercise price therefor at a time when it may be disadvantageous to do so, (ii) to sell the Public Warrants at the then-current market price when the holder might otherwise wish to hold its warrants or (iii) to accept the nominal redemption price which, at the time the outstanding Public Warrants are called for redemption, is likely to be substantially less than the market value of the Public Warrants.

In the event that New AON elects to redeem all of the redeemable warrants as described above, it will fix a date for the redemption. Notice of redemption will be mailed by first class mail, postage prepaid, by New AON not less than 30 days prior to the redemption date to the registered holders of the Public Warrants to be redeemed at their last addresses as they appear on the registration books. Any notice mailed in the manner provided in the Warrant Agreement shall be conclusively presumed to have been duly given whether or not the registered holder received such notice. In addition, beneficial owners of the redeemable warrants will be notified of such redemption via New AON’s posting of the redemption notice to DTC.

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Upon consummation of the Business Combination, we intend to pay certain expenses incurred in connection with the Business Combination and related transactions using cash held in the Trust Account. If any of the funds released from the Trust Account are not used to fund the fees and expenses relating to the Business Combination and other transactions contemplated by the Business Combination Agreement, or to fund redemptions of our common stock, they will be used for general corporate purposes of the combined company, which may include repayment of indebtedness.

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bank or other nominee cannot vote your shares with respect to non-discretionary matters unless you provide instructions on how to vote in accordance with the information and procedures provided to you by your broker, bank or other nominee. We believe all of the Proposals presented to our stockholders will be considered non-discretionary and therefore your broker, bank or other nominee will not vote your shares without your instruction. Your broker, bank or other nominee can vote your shares only if you provide instructions on how to vote. As the beneficial holder, you have the right to direct your broker, bank or other nominee as to how to vote your shares and you should instruct your broker, bank or other nominee to vote your shares in accordance with directions you provide. If you do not provide voting instructions to your broker, bank or other nominee on a particular Proposal on which your broker, bank or other nominee does not have discretionary authority to vote, your shares will not be voted on that Proposal. This is called a “broker non-vote.” An abstention will be counted towards the quorum requirement for each of the Proposals presented at the Special Meeting but a broker non-vote will not. In connection with the Business Combination Proposal, the Listing Proposal, the Advisory Governance Proposal, the Director Election Proposal, the Incentive Equity Plan Proposal and the Adjournment Proposal, broker non-votes, abstentions or the failure to vote will have no effect on the outcome of the vote. If you are a DTOC stockholder holding your shares in “street name” and you do not instruct your broker, bank or other nominee on how to vote your shares, your broker, bank or other nominee will not vote your shares on the Charter Amendment Proposal. Such broker non-votes will have the same effect as a vote “AGAINST” the Charter Amendment Proposal.

If your shares are registered in your name with our transfer agent and you wish to participate in the online-only virtual meeting, go to https://www.cstproxy.com/dtocorp/2023, enter the control number you received on your proxy card and click on “Click here” to preregister for the online meeting link at the top of the page. Just prior to the start of the meeting you will need to log back into the meeting site using your control number. Pre-registration is recommended but is not required in order to attend.

Beneficial stockholders who wish to participate in the online-only virtual meeting must obtain a legal proxy by contacting their account representative at the bank, broker, or other nominee that holds their shares and email a copy (a legible photograph is sufficient) of their legal proxy to proxy@continentalstock.com. Beneficial stockholders who email a valid legal proxy will be issued a meeting control number that will allow them to register to attend and participate in the online-only meeting. After contacting our transfer agent, a beneficial holder will receive an email prior to the meeting with a link and instructions for entering the virtual meeting. Beneficial stockholders should contact our transfer agent at least five business days prior to the meeting date.

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Approval of the Charter Amendment Proposal requires the affirmative vote (virtually or by proxy) of the holders of a majority of the outstanding shares of DTOC Class A common stock and the affirmative vote (virtually or by proxy) of the holders of a majority of the outstanding shares of DTOC Class B common stock, each voting as a separate class, as well as the vote of a majority of the issued and outstanding shares of DTOC common stock, voting together as a single class. Broker non-votes, abstentions or the failure to vote will have the same effect as a vote “AGAINST” the Charter Amendment Proposal.

The approval of the Director Election Proposal requires the affirmative vote (virtually or by proxy) of holders of a plurality of the votes cast by holders of outstanding shares of DTOC Class B common stock represented virtually or by proxy at the Special Meeting and entitled to vote thereon at the Special Meeting, voting as a single class. Broker non-votes, abstentions or the failure to vote will have no effect on the outcome of the vote.

The existence of financial and personal interests of one or more of DTOC’s directors may result in a conflict of interest on the part of such director(s) between what they may believe is in the best interests of DTOC and its stockholders and what they may believe is best for himself or themselves in determining to recommend that stockholders vote for the Proposals. See the section titled “The Business Combination and The Business Combination Agreement Interests of DTOC Directors and Officers and Others in the Business Combination” for a further discussion of these considerations.

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In addition, in connection with the execution and delivery of the Business Combination Agreement, on October 5, 2022, Digital Transformation Sponsor, LLC, the Supporting Sponsor Shareholders, entered into a Support Agreement (as amended and restated on January 6, 2023, the “Sponsor Support Agreement”) with DTOC and AON, pursuant to which the Supporting Sponsor Shareholders agreed to vote any shares of our common stock owned by them (representing as of the date hereof approximately 20% of the outstanding shares of our common stock) in favor of the Business Combination Proposal and other Proposals described in this proxy statement/prospectus and presented at the Special Meeting.

Q:What should I do with my stock certificates, warrant certificates or unit certificates?

Holders must complete the procedures for electing to redeem their public shares in the manner described above prior to 5:00 p.m., Eastern Time, on                 ,           (two business days before the Special Meeting) in order for their shares to be redeemed.

Our warrant holders should not submit the certificates relating to their warrants. Public stockholders who do not elect to have their public shares redeemed for the pro rata share of the Trust Account should not submit the stock certificates relating to their public shares.

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complete, sign, date and return each proxy card and voting instruction card that you receive in order to cast a vote with respect to all of your shares of our common stock.

Kevin Nazemi, Chief Executive Officer

Digital Transformation Opportunities Corp.

10250 Constellation Blvd, Suite 23126

Los Angeles, CA 90067

Tel: (360) 949-1111

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You may also contact our proxy solicitor at:

​

Morrow Sodali LLC

333 Ludlow Street, 5th Floor, South Tower

Stamford, Connecticut 06902

Tel: (800) 662-5200 or banks and brokers can call collect at (203) 658-9400

Email: DTOC.info@investor.morrowsodali.com

To obtain timely delivery, our stockholders must request the materials no later than five business days prior to the Special Meeting.

You may also obtain additional information about us from documents filed with the SEC by following the instructions in the section titled “Where You Can Find More Information.”

If you intend to seek redemption of your public shares, you will need to send a letter demanding redemption and deliver your stock (either physically or electronically) prior to 5:00 p.m., Eastern Time, on                 ,           (two business days before the Special Meeting) in order for your shares to be redeemed. If you have questions regarding the certification of your position or delivery of your stock, please contact:

Continental Stock Transfer & Trust Company

1 State Street, 30th floor

New York, NY 10004

Attention: SPAC Redemptions

Email: spacredemptions@continentalstock.com

If you have other questions relating to the Proposals and the Special Meeting please contact:

Kevin Nazemi, Chief Executive Officer

Digital Transformation Opportunities Corp.

10250 Constellation Blvd, Suite 23126

Los Angeles, CA 90067 Tel: (360) 949-1111

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Questions and Answers about the Exchange Offer and the Consent Solicitation

As of the date of this proxy statement/prospectus, the Per Company Unit Exchange Ratio into which AON Class B-1 units are proposed to be exchanged in the Exchange Offer is estimated to equal 2,688 shares of New AON Class A common stock.

As of [   ], 2023, each share of DTOC Class A common stock traded at a price of $[   ] per share, although the price of New AON Class A common stock may increase or decrease prior to and following the Closing, and the terms of New AON Class A common stock will vary from the terms of DTOC Class A common stock as set forth in the organizational documents of DTOC. Participation in the Exchange Offer allows holders of AON’s Class B-1 units to receive liquid securities that are expected to be listed for trading on the Nasdaq Stock Market.

You must make your own investment decision regarding the Exchange Offer based upon your own assessment of the value of the AON’s Class B-1 units, the likely value of the New AON Class A common stock you may receive in the Exchange Offer, your investment objectives and any other factors you deem relevant. See “Risk Factors — Risks Related to the Exchange Offer.”

The distribution threshold applicable to all outstanding AON Class B-1 units is equal to $276 million. As of the date of this proxy statement/prospectus, the Per Company Class B Unit Exchange Ratio into which existing AON Class B-1 units (to the extent not

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participating in the Exchange Offer or not otherwise directly exchanged into shares of New AON Class A common stock) will be reclassified is estimated to equal 294 AON common units.

An illustrative calculation of the Per Company Class B Unit Exchange Ratio applicable to the AON Class B-1 Units is set forth below:

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For specific instructions about how to participate in this Exchange Offer, see “General Terms of the Exchange Offer and Consent Solicitation — Procedures for Participating in the Exchange Offer.”

Accordingly, upon adoption of the Amended and Restated AON LLC Agreement, such AON Class B-1 units, together with all other outstanding AON Class B-1 units and AON Class B units, will be reclassified into AON common units at the Per Company Class B Unit Exchange Ratio. However, if holders of a majority in interest of the outstanding AON Class B-1 units consent to the Proposed Amendments by participating in the Exchange Offer, the Proposed Amendments will become effective promptly following the Exchange Offer. As a result of the Proposed Amendments, even if a holder does not tender its AON Class B-1 units in the Exchange Offer, such holder’s AON Class B-1 units may be exchanged into newly issued shares of New AON Class A common stock as of immediately prior to the adoption of the Amended and Restated AON LLC Agreement. As of the date of this proxy statement/prospectus, the Per Company Class B Unit Exchange Ratio into which such AON Class B-1 units will be reclassified is estimated to equal 294 AON common units. In addition, under the terms of AON’s Class B-1 unit award agreements to its employees, vesting of the Class B-1 Units is subject to closing of the Business Combination, and therefore, if the Business Combination does not close, then the Class B-1 units will be automatically cancelled.

Continental Stock Transfer & Trust Company

1 State Street, 30th floor

New York, NY 10004

Attention: Tenders (AON/DTOC)

Facsimile: 212-616-7610

Phone: 917 262-2378

Toll Free: 800-509-5586

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SUMMARY OF THE PROXY STATEMENT/PROSPECTUS

This summary highlights selected information included in this proxy statement/prospectus and does not contain all of the information that may be important to you. You should read this entire document and its annexes and the other documents to which we refer before you decide how to vote. Each item in this summary includes a page reference directing you to a more complete description of that item.

Parties to the Business Combination

DTOC

DTOC is a blank check company incorporated in Delaware on November 17, 2020, formed for the purpose of effecting a merger, capital stock exchange, asset acquisition, stock purchase, reorganization or similar business combination with one or more businesses. DTOC’s Class A common stock, units and warrants are currently listed on Nasdaq under the symbols “DTOC,” “DTOCU” and “DTOCW,” respectively. The mailing address of DTOC’s principal executive office is 10250 Constellation Blvd, Suite 23126. Los Angeles, CA 90067, and the telephone number of DTOC’s principal executive office is (360) 949-1111.

The registration statement for DTOC’s IPO was declared effective on March 9, 2021. On March 12, 2021, it consummated DTOC’s IPO of 33,350,000 units generating gross proceeds of $333,500,000. Each unit consisted of one share of DTOC’s Class A common stock and one-fourth of one warrant where each whole warrant entitles the holder to purchase one whole share of DTOC Class A common stock.

Simultaneously with the closing of DTOC’s IPO, DTOC consummated the sale of 6,113,333 placement units at a price of $1.50 per unit in a private placement to the Sponsor, generating gross proceeds of $9,170,000. The Initial Stockholders hold an aggregate of 8,262,500 shares of DTOC Class A common stock and 75,000 shares of DTOC Class B common stock, all of which were issued in a private placement prior to DTOC’s IPO.

As of March 8, 2023, there was $18,830,151 held in the Trust Account. As of March 8, 2023, DTOC has withdrawn $947,150 from the Trust Account to pay for taxes.

AON

AON is an alliance of physicians and seasoned healthcare leaders partnering to ensure the long-term success of community oncology. AON generates revenue primarily by providing patients a variety of services to enhance patient care throughout the healthcare journey: high-quality and timely laboratory services for routine and specialized testing; in-house professional and technical pathology services providing complete, accurate and timely pathology reports; in-house specialty pharmacy with patient education, financial assistance, and 24/7 patient assistance; and care management support services including nutrition guidance. AON has grown significantly since it commenced operations in late 2018 and operates profitably. As of December 31, 2022, AON’s platform currently includes 106 physicians and 30 practices across 77 locations in 17 states. AON’s robust platform provides oncology practices with comprehensive support, access to revenue-diversifying adjacent services, and practice management expertise to empower physicians to make cancer care better.

To increase its revenue, AON’s business strategy is to expand the number of oncology clinics and affiliated physicians in its network. In order to support such growth, AON must continue to win new contracts and retain or grow existing contracts with payors. AON’s Network Practices face competition from other oncology providers. If AON’s Network Practices are unable to convince potential payors and patients of the benefits of its value-based system, or if potential or existing payors and patients prefer the care provider model of one of its competitors, AON may not be able to effectively implement its growth strategy, which depends on its ability to attract new patient referrals and payors for its Network Practices.

As is the case with many healthcare providers, AON relies on a limited number of payors for a significant portion of its Network Practices’ revenue. If the financial condition of the Network Practices’ payors declines, AON’s financial results could be impacted. AON’s headquarters are located at 14543 Global Pkwy STE 110, Fort Myers, FL 33913, and the telephone number of its headquarters is (833) 886-1725.

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The Business Combination and the Business Combination Agreement

The terms and conditions of the Business Combination are contained in the Business Combination Agreement, which is attached as Annex A to this proxy statement/prospectus. We encourage you to read the Business Combination Agreement carefully, as it is the legal document that governs the Business Combination.

If the Business Combination Agreement is approved and subsequently completed, the Company will become a direct, wholly-owned subsidiary of DTOC.

Summary of the Transaction

The Business Combination Agreement provides that, upon the terms and subject to the conditions thereof, the Business Combination will be implemented as follows:

as of the date of this proxy statement/prospectus, the Per Company Unit Exchange Ratio into which existing AON Class A units and AON Class A-1 units will be reclassified is estimated to equal 2,688 AON common units;

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Related Agreements

This section describes certain additional agreements entered into or to be entered into pursuant to the Business Combination Agreement, but does not purport to describe all of the terms thereof. The following summary is qualified in its entirety by reference to the complete text of each of the agreements. Each of the Sponsor Support Agreement, the Amended and Restated Registration Rights Agreement and the Amended and Restated AON LLC Agreement (or forms thereof) are attached hereto as Annex B, Annex C and Annex D, respectively. You are urged to read such agreements in their entirety prior to voting on the Proposals presented at the Special Meeting.

Sponsor Support Agreement

Contemporaneously with the execution and delivery of the Business Combination Agreement, DTOC and AON entered into the Sponsor Support Agreement with the Supporting Sponsor Shareholders pursuant to which the Supporting Sponsor Shareholders have agreed (a) to vote in favor of, and take all actions necessary to consummate, the Business Combination, (b) not to transfer any shares of DTOC Class A common stock held by it until the twelve month anniversary of the Closing (the “Sponsor Lock-Up Period”), (c) to waive and not otherwise perfect any anti-dilution or similar protections with respect to any DTOC common stock held by such Stockholder in connection with the consummation of the Business Combination, and (d) not to redeem, or submit a request to redeem, any DTOC common stock held by such Stockholder.

In addition, under the Sponsor Support Agreement, the Sponsor has agreed to subject 35% of the shares of New AON common stock held by it as of the Closing (the “Sponsor Earnout Shares”) to the following vesting and forfeiture provisions for the five-year period following the Closing:

The Sponsor Support Agreement will terminate in its entirety, and be of no further force or effect, upon the earliest to occur of (i) the expiration of the Sponsor Lock-Up Period, (ii) the termination of the Business Combination Agreement in accordance with its terms and (iii) the written agreement of DTOC, the Sponsor and AON.

For a more detailed discussion, please see “Related Agreements — Sponsor Support Agreement” of this proxy statement/prospectus.

Amended and Restated Registration Rights Agreement

In connection with the Closing, New AON, the Sponsor and certain key stockholders of New AON will enter into the Amended and Restated Registration Rights Agreement pursuant to which, among other things, New AON will agree to register for resale, pursuant to Rule 415 under the Securities Act, certain shares of New AON Class A common stock and other equity securities of New AON that are held by the parties thereto from time to time.

New AON is required to submit to or file with the SEC within thirty calendar days following the Closing, and to use commercially reasonable efforts to cause to be declared effective as soon as reasonably practicable thereafter, a shelf registration statement on Form S-1 covering the resale of all the initial registrable securities (determined as of two business days prior to such submission or filing) on a delayed or continuous basis. In addition, New AON is required to submit to or file with the SEC within

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ninety calendar days following the Closing, and to use commercially reasonable efforts to cause to be declared effective as soon as reasonably practicable thereafter, a registration statement on an appropriate form covering the issuance and resale of additional registrable securities on a delayed or continuous basis.

Following the expiration of the Sponsor Lock-Up Period and the AON Lock-Up Period (as defined below), as applicable, at any time and from time to time when an effective shelf registration statement is on file with the SEC, any holder of registrable securities or the Sponsor may make demand requests for underwritten shelf takedowns with a minimum total offering price that must be reasonably expected to exceed, in the aggregate, $25 million. The Sponsor, on the one hand, and the other holders collectively, on the other hand, may not demand more than (i) two such underwritten shelf takedowns within any twelve-month period or (ii) five underwritten shelf takedowns in the aggregate, in each case subject to certain limitations set forth in the Amended and Restated Registration Rights Agreement. The Amended and Restated Registration Rights Agreement also provides customary “piggyback” registration rights. The Amended and Restated Registration Rights Agreement provides that New AON will pay certain expenses relating to such registrations and indemnify the stockholders against certain liabilities.

The Amended and Restated Registration Rights Agreement amends and restates the registration and stockholder rights agreement that was entered into by DTOC, the Sponsor and the other parties thereto in connection with DTOC’s IPO. The Amended and Restated Registration Rights Agreement will terminate on the earlier of (i) the tenth anniversary of the date of the Amended and Restated Registration Rights Agreement and (ii) with respect to the Sponsor or any holder of registrable securities party thereto, the date that such person no longer holds any registrable securities.

For a more detailed discussion, please see “Related Agreements — Amended and Restated Registration Rights Agreement” of this proxy statement/prospectus.

Amended and Restated AON LLC Agreement

Following the Closing, New AON will operate its business through AON. At the Closing, New AON and the AON equityholders will enter into the Amended and Restated AON LLC Agreement. The operations of AON, and the rights and obligations of the AON equityholders, will be set forth in the Amended and Restated AON LLC Agreement.

Management of AON

Under the Amended and Restated AON LLC Agreement, AON will be managed by a board of managers consisting of (a) two managers designated by holders of common units representing more than 50% of the total common units entitled to vote and (b) three managers designated by New AON. Except as otherwise specifically required under the Amended and Restated AON LLC Agreement, the AON board of managers will manage and control all business activities and operations of AON and control the day-to-day management of the business of AON and its subsidiaries.

AON Exchange Rights

Following the earlier of (a) the date that is the six month anniversary of the Closing and (b) the date after the Closing on which New AON consummates a change of control transaction that results in all of New AON’s stockholders having the right to exchange their Class A common stock for cash securities or other property (the period commencing on the Closing and expiring on such date, the “AON Lock-Up Period”), AON equityholders (other than New AON) will have the right to require AON to redeem all or a portion of their common units, together with the cancellation of an equal number of shares of New AON Class B common stock (or the partial or full cancellation of a Class B Prefunded Warrant, as applicable), for (i) an equal number of shares of New AON Class A common stock, provided however that, a holder of common units may not exchange their common units for New AON Class A common stock that would result in such holder owning more than 4.99% of the outstanding New AON Class A common stock immediately after such redemption (the “Beneficial Ownership Limitation”) and no more than 4.99% of the voting power of New AON when combined with any securities of New AON or any securities convertible into New AON; provided however, that upon notice to the New AON, the holder may increase or decrease the Beneficial Ownership Limitation, provided that any increase or decrease in the Beneficial Ownership Limitation will not be effective until 61 days following notice of such change from the holder to New AON or (ii) at New AON’s election and solely in connection with New AON’s completion of a substantially concurrent public offering or private sale of shares of New AON Class A common stock within ten business days of the delivery of a redemption notice to AON, a corresponding amount of cash, in each case contributed to AON by New AON. In lieu of a redemption, New AON may elect to effect a direct exchange of cash or shares of New AON Class A common stock for common units (rather than contributing the share or cash amounts, as applicable, to AON for purposes of AON redeeming the redeemed units from the redeeming equityholder). As the AON

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equityholders cause their common units to be redeemed or exchanged, holding other assumptions constant, New AON’s membership interest in AON will correspondingly increase, the number of shares of New AON Class A common stock outstanding will increase, and the number of shares of New AON Class B common stock (whether held directly or indirectly through Class B Prefunded Warrants) will decrease.

Distributions and Allocations

Under the Amended and Restated AON LLC Agreement, subject to the obligations of AON to make tax distributions and to reimburse New AON for its corporate and other overhead expenses, the AON board of managers will have the right to determine when distributions will be made to the AON unitholders and the amount of any such distributions. Following completion of the Business Combination, if AON authorizes a distribution, such distribution will be made to the AON unitholders on a pro rata basis in accordance with their respective percentage ownership of AON common units.

The AON unitholders, including New AON, will generally incur U.S. federal, state and local income taxes on their share of any net taxable income of AON. Net income and losses of AON generally will be allocated to the AON unitholders on a pro rata basis in accordance with their respective percentage ownership of common units, subject to requirements under U.S. federal income tax law that certain items of income, gain, loss, or deduction be allocated disproportionately in certain circumstances. To the extent the funds of AON are legally available for distribution, and subject to any restrictions contained in any credit agreement to which AON or its subsidiaries is bound, the Amended and Restated AON LLC Agreement will require AON to make pro rata cash distributions to the AON unitholders, including New AON, in an amount generally intended to allow the AON unitholders to satisfy their respective income tax liabilities with respect to their allocable share of the income of AON, based on certain assumptions and conventions and increased to the extent necessary, if any, to ensure that the amount distributed to New AON is sufficient to enable New AON to pay its actual tax liabilities. In addition, the Amended and Restated AON LLC Agreement will require AON to reimburse New AON for its corporate and other overhead expenses.

Issuance of Equity

The Amended and Restated AON LLC Agreement will provide that, except in certain specified circumstances, at any time New AON issues a share of New AON Class A common stock or any other equity security, the net proceeds received by New AON with respect to such issuance, if any, shall be concurrently contributed to AON, and AON shall issue to New AON one AON common unit or other economically equivalent equity interest. Conversely, if at any time, any shares of New AON Class A common stock are redeemed, repurchased or otherwise acquired, AON shall redeem, repurchase or otherwise acquire an equal number of AON common units held by New AON, upon the same terms and for the same price, as the shares of New AON Class A common stock redeemed, repurchased or otherwise acquired.

For a more detailed discussion, please see “Related Agreements — Amended and Restated AON LLC Agreement” of this proxy statement/prospectus.

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Organizational Structure of AON

The following diagram depicts, in a simplified form, the ownership structure of AON as of immediately prior to giving effect to the Business Combination:

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Organizational Structure of DTOC

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The following diagram depicts, in a simplified form, the current ownership structure of DTOC as of the date of this proxy statement/prospectus:

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The following diagram depicts, in a simplified form, the ownership structure of New AON immediately following consummation of the Business Combination:

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Redemption Rights

Pursuant to our current charter, holders of our public shares may elect to have their shares redeemed for cash at a redemption price per share calculated in accordance with the Existing Charter. As of March 8, 2023, this would have amounted to approximately $10.08 per share. If a holder of public shares properly exercises his, her or its redemption rights, then such holder will be exchanging his, her or its shares of our common stock for cash and will no longer own such shares. See the section titled “Special Meeting of DTOC Stockholders — Redemption Rights and Procedures” for the procedures to be followed if you wish to redeem your shares for cash and not continue to own our common stock following consummation of the Business Combination.

Notwithstanding the foregoing, a public stockholder, together with any affiliate of such public stockholder or any other person with whom such public stockholder is acting in concert or as a “group” (as defined in Section 13(d)(3) of the Exchange Act), will be restricted from redeeming its public shares with respect to more than an aggregate of 15% of the public shares. Accordingly, if a public stockholder, alone or acting in concert or as a group, seeks to redeem more than 15% of the public shares, then any such shares in excess of that 15% limit would not be redeemed for cash.

Any redemptions by our public stockholders will decrease the funds in the Trust Account available to us to consummate the Business Combination and related transactions.

Management of New AON After the Business Combination

The officers of New AON are expected to be the current executive officers of AON. Pursuant to the Business Combination Agreement, New AON has agreed to take all necessary action such that immediately following the Closing, the board of directors of New AON will include one or two director nominees to be designated by the Sponsor, who must be reasonably acceptable to AON, and a number of additional director nominees to be designated by AON, who must be selected after reasonable consultation with the Sponsor. See “Management of New AON After the Business Combination.”

The Proposals

At the Special Meeting, DTOC stockholders will vote on the following Proposals:

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Voting Power, Record Date for Special Meeting

You will be entitled to vote or direct votes to be cast at the Special Meeting if you owned shares of DTOC common stock at the close of business on                  ,                    , which is the record date for the Special Meeting. You are entitled to one vote for each share of DTOC Class A common stock and DTOC Class B common stock that you owned as of the close of business on the record date. If your shares are held in “street name” or are in a margin or similar account, you should contact your broker, bank or other nominee to ensure that shares held beneficially by you are voted in accordance with your instructions. On the record date, there were                   shares of DTOC Class A common stock and                  shares of DTOC Class B common stock issued and outstanding, of which                   shares are public shares,                   are placement shares held by the Sponsor, and                   are Founder Shares held by the Initial Stockholders.

Expected Accounting Treatment of the Business Combination

We expect the Business Combination to be accounted for as a reverse recapitalization in accordance with GAAP. Under this method of accounting, DTOC is expected to be treated as the “acquired” company for financial reporting purposes. This determination was primarily based on AON’s directors comprising a majority of the board seats for New AON’s board of directors, AON senior management comprising substantially all of the senior management of the post-combination company, and AON comprising the substantive operations pre-combination as well as the ongoing operations of the post-combination company. Accordingly, for accounting purposes, the financial statements of the combined entity will represent a continuation of the financial statements of AON with the Business Combination being treated as the equivalent of AON issuing stock for the net assets of DTOC, accompanied by a recapitalization whereby no goodwill or other intangible assets are recorded.

Appraisal Rights

Neither our stockholders nor our warrant holders have appraisal rights in connection with the Business Combination under the DGCL.

Conditions to the Business Combination

The obligation of the parties to consummate the Business Combination is subject to the satisfaction or waiver of certain customary closing conditions, including, among others, (a) the approval of the Business Combination and related agreements and transactions by the DTOC stockholders, (b) the continued validity and effectiveness of the written consent of the AON equityholders approving the Business Combination and related agreements and transactions, (c) the accuracy of the representations and warranties of the other party contained in the Business Combination Agreement (generally subject to certain materiality qualifiers), (d) the performance in all material respects by the other party of its covenants and other agreements under the Business Combination Agreement as of or prior to the Closing, (e) the receipt of certain required regulatory consents or approvals with respect to the Business Combination, and (f) the listing of the shares of New AON Class A common stock on Nasdaq or another national securities exchange mutually agreed to by the parties.

In addition, the obligation of AON to consummate the Business Combination is subject to the sum of the following amounts (collectively, the “Available Closing Acquiror Cash”) equaling or exceeding $60 million as of the Closing (the “Minimum Cash Condition”): (i) the aggregate cash proceeds available from DTOC’s trust account (the “Trust Account”) (after giving effect to all redemptions of shares of DTOC Class A common stock), plus (ii) the cash funded to DTOC, AON or any subsidiary of AON during the period between signing of the Business Combination Agreement and Closing, or that will be funded to DTOC, AON or any subsidiary of AON prior to or concurrently with the Closing, in each case pursuant to any equity or debt financing agreement or arrangement other than borrowings under the AON PNC Loans, plus (iii) the aggregate amount of capital offered in the PIPE Investment, but that is unreasonably rejected by AON (as further described in the Business Combination Agreement).

See “The Business Combination and the Business Combination Agreement — Conditions to the Business Combination.”

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Regulatory Approvals Required for the Business Combination

Under the HSR Act and the rules that have been promulgated thereunder by the FTC, certain transactions may not be consummated unless information has been furnished to the Antitrust Division of the Department of Justice (“Antitrust Division”) and the FTC and certain waiting period requirements have been satisfied. The Business Combination is subject to these requirements and may not be completed until the expiration of a 30-day waiting period following filings by DTOC and AON of the required Notification and Report Forms with the Antitrust Division and the FTC. On October 21, 2022, DTOC and AON filed the required forms under the HSR Act with respect to the Business Combination with the Antitrust Division and the FTC. The waiting period expired at 11:59 p.m. Eastern Time on November 21, 2022.

At any time before or after consummation of the Business Combination, notwithstanding termination of the respective waiting periods under the HSR Act, the Department of Justice or the FTC, or any state or foreign governmental authority could take such action under applicable antitrust laws as such authority deems necessary or desirable in the public interest, including seeking to enjoin the consummation of the Business Combination, conditionally approving the Business Combination upon divestiture of assets, subjecting the completion of the Business Combination to regulatory conditions or seeking other remedies. Private parties may also seek to take legal action under the antitrust laws under certain circumstances. DTOC cannot assure you that the Antitrust Division, the FTC, any state attorney general or any other government authority will not attempt to challenge the Business Combination on antitrust grounds, and, if such a challenge is made, DTOC cannot assure you as to its result.

Neither DTOC nor AON is aware of any material regulatory approvals or actions required by regulatory authorities for completion of the Business Combination other than the expiration or early termination of the waiting period under the HSR Act. It is presently contemplated that if any such additional regulatory approvals or actions is required, such approvals or actions will be sought. There can be no assurance, however, that any approvals or actions, including any such additional approvals or actions, will be obtained.

The regulatory approvals to which completion of the Business Combination are subject are described in more detail in “Regulatory Approvals Required for the Business Combination.”

Termination

The Business Combination Agreement contains the following termination rights:

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Termination Fee

The Business Combination Agreement provides that, in the event the Business Combination Agreement is terminated in connection with AON’s entry into a definitive agreement with another party providing for an alternative business combination transaction, AON will pay to the Sponsor a termination fee of $18,000,000 no later than the earlier of (a) the date that is six months following the termination and (b) the date on which the alternative transaction is consummated.

Expense Reimbursement

DTOC must reimburse AON for all reasonable, documented, out-of-pocket legal and accounting expenses incurred by AON and its affiliates in connection with the Business Combination and related transactions in the following circumstances:

See “The Business Combination and the Business Combination Agreement — Termination Rights.”

Nasdaq Listing

DTOC Class A common stock is listed on Nasdaq under the symbol “DTOC.” DTOC’s public warrants are listed on Nasdaq under the symbol “DTOCW.” DTOC’s units that have not separated are listed on Nasdaq under the symbol “DTOCU.” Following the Business Combination, it is anticipated that New AON Class A common stock (including common stock issuable in connection with the consummation of the Business Combination) will be listed on Nasdaq under the symbol “AONC”, or another reputable national securities exchange mutually determined by DTOC and AON.

Quorum and Required Vote for Proposals for the Special Meeting

Quorum and Required Vote for Proposals for the Special Meeting

A quorum of DTOC’s stockholders is necessary to hold a valid meeting. A quorum will be present at the Special Meeting if holders of a majority of the voting power of our outstanding shares of common stock entitled to vote on any of the proposals to be voted on at the Special Meeting are present at the Special Meeting. Abstentions and broker non-votes will count as present for the purposes of establishing a quorum at the Special Meeting.

The approval of each of the Business Combination Proposal, the Listing Proposal, the Advisory Governance Proposal, the Incentive Equity Plan Proposal and the Adjournment Proposal requires the affirmative vote (virtually or by proxy) of a majority of the votes cast by holders of the outstanding shares of DTOC common stock represented virtually or by proxy at the Special Meeting and

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entitled to vote thereon, voting together as a single class. If a valid quorum is established, a stockholder’s failure to vote by proxy or virtually at the Special Meeting will have no effect on the outcome of any vote on any of the foregoing Proposals. Abstentions will be counted in connection with determination of whether a valid quorum is established but will have no effect on the vote with respect to such Proposals. Broker non-votes will also have no effect on the vote with respect to such Proposals. The Insiders have agreed to vote their Founder Shares and any public shares they may hold in favor of the Business Combination. Currently, the Insiders own approximately 79.7% of the issued and outstanding DTOC common stock, including all of the outstanding Founder Shares.

Approval of the Charter Amendment Proposal requires the affirmative vote (virtually or by proxy) of holders of a majority of the outstanding shares of DTOC Class A common stock and the affirmative vote (virtually or by proxy) of the holders of a majority of the outstanding shares of DTOC Class B common stock, each voting as a separate class, as well as the vote of a majority of the issued and outstanding shares of DTOC common stock, voting together as a single class. Failure to vote by proxy or virtually at the Special Meeting, as well as an abstention from voting and a broker non-vote with regard to the Charter Amendment Proposal, will each have the same effect as a vote “AGAINST” the Charter Amendment Proposal. As of the date of this proxy statement/prospectus, the Supporting Sponsor Shareholders have agreed to vote their Founder Shares and any public shares they may hold in favor of this Proposal.

Approval of the Director Election Proposal requires the affirmative vote (virtually or by proxy) of holders of a plurality of the votes cast by holders of outstanding shares of DTOC Class B common stock represented virtually or by proxy at the Special Meeting and entitled to vote thereon at the Special Meeting. Failure to vote by proxy or to vote virtually at the Special Meeting, abstentions and broker non-votes will have no effect on the vote for the Director Election Proposal. The Supporting Sponsor Shareholders have agreed to vote their Founder Shares, which constitutes all of the outstanding shares of DTOC Class B common stock, in favor of the Director Election Proposal. Consequently, the passage of the Director Election Proposal is assured.

The transactions contemplated by the Business Combination Agreement will be consummated only if the Business Combination Proposal, the Listing Proposal, the Charter Amendment Proposal and the Director Election Proposal are approved at the Special Meeting. It is important for you to note that in the event that the Business Combination Proposal, the Listing Proposal, the Charter Amendment Proposal and the Director Election Proposal do not receive the requisite vote for approval, we will not consummate the Business Combination.

Recommendation of the DTOC Board and Reasons for the Business Combination

The DTOC Board has unanimously determined that the Business Combination, on the terms and conditions set forth in the Business Combination Agreement, is advisable and in the best interests of DTOC and its stockholders and has directed that the Proposals set forth in this proxy statement/prospectus be submitted to its stockholders for approval at the Special Meeting on the date and at the time and place set forth in this proxy statement/prospectus.

The DTOC Board considered a wide variety of additional factors in connection with its evaluation of the Business Combination, including:

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After careful consideration, the DTOC Board unanimously recommends voting “FOR” the Business Combination Proposal, “FOR” the Listing Proposal, “FOR” the Charter Amendment Proposal, “FOR” the Advisory Governance Proposal, “FOR” the Director Election Proposal, “FOR” the Incentive Equity Plan Proposal, and “FOR” the Adjournment Proposal. For additional information, see “The Business Combination and the Business Combination Agreement — Recommendation of the DTOC Board and Reasons for the Business Combination.”

Going Concern Qualification

Our independent registered public accounting firm’s report contains an explanatory paragraph that expresses substantial doubt about our ability to continue as a “going concern.” As of December 31, 2022, we had $374,340 cash and working capital deficit, net of taxes, of $1,655,967. Further, we have incurred and expect to continue to incur significant costs in pursuit of our finance and acquisition plans. Our plans to raise capital or to consummate the Business Combination may not be successful. We have until June 30, 2023, or September 30, 2023 if all Extension Options are exercised, to complete an initial business combination (unless our stockholders approve an extension). These factors, among others, raise substantial doubt about our ability to continue as a going concern. The financial statements contained elsewhere in this report do not include any adjustments that might result from our inability to continue as a going concern.

Risk Factor Summary

You should consider all the information contained in this proxy statement/prospectus in deciding how to vote for the proposals presented in the proxy statement. In particular, you should consider the factors described under “Risk Factors” of this proxy statement/prospectus.

The occurrence of one or more of the events or circumstances described in “Risk Factors,” alone or in combination with other events or circumstances, may have a material adverse effect on (A) the ability of AON and DTOC to complete the Business Combination and (B) the business, cash flows, financial condition and results of operations of New AON following consummation of the Business Combination.

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Some of the risks related to AON, DTOC and the Business Combination are summarized below.

Risks Related to AON’s Business and Industry

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Risks Related to Operating as a Public Company

Risks Related to DTOC and the Business Combination

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Risks Related to the Redemption

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Risks Related to the Exchange Offer

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Interests of DTOC Directors and Officers and Others in the Business Combination

DTOC’s Sponsor and certain of DTOC’s executive officers and directors have interests in the Business Combination that may be different from, or in addition to, the interests of DTOC’s stockholders. The members of the DTOC Board were aware of and considered these interests, among other matters, when they approved the Business Combination Agreement and recommended that DTOC stockholders approve the Proposals required to effect the Business Combination. See “The Business Combination and the Business Combination Agreement — Interests of DTOC Directors and Officers and Others in the Business Combination.”

Interests of the Company’s Directors and Officers in the Business Combination

Certain of the Company’s executive officers and directors have interests in the Business Combination that may be different from, or in addition to, the interests of DTOC’s stockholders. The members of the DTOC Board were aware of and considered these interests, among other matters, when they approved the Business Combination Agreement and recommended that DTOC stockholders approve the Proposals required to effect the Business Combination. See “The Business Combination and the Business Combination Agreement — Interests of the Company’s Directors and Officers in the Business Combination.”

Beneficial Ownership of New AON Following the Business Combination

As of the date of this proxy statement/prospectus, there were (a) 10,109,569 shares of DTOC Class A common stock outstanding, (b) 75,000 shares of DTOC Class B common stock outstanding (c) no shares of preferred stock outstanding, (d) 6,113,333 Private Placement Warrants outstanding, and (e) 8,337,500 DTOC public warrants outstanding, that were originally sold as part of the 33,350,000 units issued in DTOC’s IPO.

It is anticipated that, upon consummation of the Business Combination: (1) DTOC’s public stockholders would own approximately        % of New AON’s outstanding common stock; (2) the PIPE Investors would own approximately        % of New AON’s outstanding common stock; (3) the Sponsor would own        % of New AON’s outstanding common stock; and (4) the AON equityholders will hold approximately        % of New AON’s outstanding common stock. The ownership percentages of New AON’s following the Business Combination assume no redemptions by the existing New AON’s public stockholders and assume that

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approximately                  million shares of New AON’s Class A common stock and                million shares of New AON’s Class B common stock will be outstanding after the consummation of the Business Combination (excluding the vesting of any shares).

See “Security Ownership of Certain Beneficial Owners and Management.”

Summary Unaudited Pro Forma Condensed Combined Financial Information

The following summary unaudited pro forma condensed combined financial information (the “summary pro forma data”) gives effect to the Business Combination and related transactions described in the section titled “Unaudited Pro Forma Condensed Combined Financial Information.” The Business Combination will be accounted for as a reverse recapitalization, with no goodwill or other intangible assets recorded, in accordance with U.S. generally accepted accounting principles (“GAAP”). Under this method of accounting, DTOC will be treated as the “acquired” company for financial reporting purposes. Accordingly, for accounting purposes, the Business Combination will be treated as the equivalent of AON issuing stock for the net assets of DTOC, accompanied by a recapitalization. The net assets of DTOC will be stated at historical cost, with no goodwill or other intangible assets recorded. The summary unaudited pro forma condensed combined balance sheet data as of December 31, 2022 gives pro forma effect to the Business Combination and related transactions as if they had occurred on December 31, 2022. The summary unaudited pro forma condensed combined statement of operations data for the year ended December 31, 2022 combines the statement of operations of DTOC for the year ended December 31, 2022 with the consolidated statement of operations of AON for the year ended December 31, 2022. These unaudited pro forma condensed combined statements of operations both give effect to the Business Combination and related transactions as if they had been consummated on January 1, 2022, the beginning of the earliest period presented.

The summary unaudited pro forma condensed combined financial information has been derived from, and should be read in conjunction with, the unaudited pro forma condensed combined financial information of the combined company appearing elsewhere in this proxy statement/prospectus and the accompanying notes. The unaudited pro forma condensed combined financial information is based upon, and should be read in conjunction with, the historical financial statements of DTOC and related notes and the historical financial statements of the Company and related notes included in this proxy statement/prospectus. The summary unaudited pro forma condensed combined financial information has been presented for informational purposes only and is not necessarily indicative of what the combined company’s financial position or results of operations actually would have been had the Business Combination and related transactions been completed as of the dates indicated. In addition, the summary pro forma condensed combined financial information does not purport to project the future financial position or operating results of the combined company.

The following table presents summary unaudited pro forma condensed combined financial information after giving effect to the Business Combination and related transactions, assuming the following redemption scenarios:

The Business Combination Agreement includes a condition to closing that, at the Closing, DTOC will have a minimum of $60.0 million in cash, consisting of (i) the aggregate cash proceeds available from DTOC’s trust account (the “Trust Account”) (after giving effect to all redemptions of shares of DTOC Class A common stock), plus (ii) the cash funded to DTOC, AON or any subsidiary of AON during the period between signing of the Business Combination Agreement and Closing, or that will be funded to DTOC concurrently with the Closing, in each case pursuant to any equity or debt financing agreement or arrangement other than borrowings under the AON PNC Loans, plus (iii) the aggregate amount of capital offered in the PIPE Investment, but that is unreasonably rejected by AON (as further described in the Business Combination Agreement). Prior to the filing of this proxy statement/prospectus, AON entered into a term sheet with a third-party institutional investor contemplating, on a non-binding basis, an aggregate investment by such investor of at least $65.0 million in the form of newly issued convertible preferred securities. The term sheet is not a commitment to invest or sell any such securities, and there is no assurance that AON and the investor will be able to reach a binding agreement or otherwise consummate the transactions contemplated thereby.

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In light of the foregoing, the pro forma assumptions under both the No Additional Redemptions and Additional Redemptions scenarios in the tables below include an assumed $65.0 million PIPE investment and the issuance of 6.5 million shares of New AON convertible preferred stock and additional paid-in capital, using par value of $0.0001 per share, to the PIPE Investors.

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Comparative Historical and Unaudited Pro Forma Combined Per Share Financial Information

The following table sets forth selected historical comparative share information for DTOC and AON and unaudited pro forma condensed combined per share information of the combined company after giving effect to the Business Combination and related transactions, assuming the following redemption scenarios:

The Business Combination Agreement includes a condition to closing that, at the Closing, DTOC will have a minimum of $60.0 million in cash, consisting of (i) the aggregate cash proceeds available from DTOC’s trust account (the “Trust Account”) (after giving effect to all redemptions of shares of DTOC Class A common stock), plus (ii) the cash funded to DTOC, AON or any subsidiary of AON during the period between signing of the Business Combination Agreement and Closing, or that will be funded to DTOC concurrently with the Closing, in each case pursuant to any equity or debt financing agreement or arrangement other than borrowings under the AON PNC Loans, plus (iii) the aggregate amount of capital offered in the PIPE Investment, but that is unreasonably rejected by AON (as further described in the Business Combination Agreement). Prior to the filing of this proxy statement/prospectus, AON entered into a term sheet with a third-party institutional investor contemplating, on a non-binding basis, an aggregate investment by such investor of at least $65.0 million in the form of newly issued convertible preferred securities. The term sheet is not a commitment to invest or sell any such securities, and there is no assurance that AON and the investor will be able to reach a binding agreement or otherwise consummate the transactions contemplated thereby.

In light of the foregoing, the pro forma assumptions under both the No Additional Redemptions and Additional Redemptions scenarios in the tables below include an assumed $65.0 million PIPE investment and the issuance of 6.5 million shares of New AON convertible preferred stock and additional paid-in capital, using par value of $0.0001 per share, to the PIPE Investors.

The pro forma stockholders’ equity information reflects the Business Combination and related transactions as if they had been consummated on December 31, 2022. The weighted average shares outstanding and net income per share information give pro forma effect to the Business Combination and related transactions as if they had occurred on January 1, 2022.

This information is only a summary and should be read together with the selected historical financial information included elsewhere in this proxy statement/prospectus, and the historical financial statements of DTOC and AON and related notes that are included elsewhere in this proxy statement/prospectus. The unaudited pro forma combined per share information of DTOC and AON is derived from, and should be read in conjunction with, the unaudited pro forma condensed combined financial statements and related notes included elsewhere in this proxy statement/prospectus.

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The unaudited pro forma combined earnings per share information below does not purport to represent the earnings per share which would have occurred had the companies been combined during the periods presented, nor earnings per share for any future date or period. The unaudited pro forma combined book value per share information below does not purport to represent what the value of DTOC and AON would have been had the companies been combined during the periods presented.

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