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United States securities and exchange commission logo
June 23, 2023
Kevin Nazemi
Chief Executive Officer
Digital Transformation Opportunities Corp.
10250 Constellation Blvd, Suite 23126
Los Angeles, CA 90067
Re: Digital
Transformation Opportunities Corp.
Amendment No. 1 to
Registration Statement on Form S-4
Filed June 15, 2023
File No. 333-271482
Dear Kevin Nazemi:
We have reviewed your amended registration statement and have the
following
comments. In some of our comments, we may ask you to provide us with
information so we
may better understand your disclosure.
Please respond to this letter by amending your registration
statement and providing the
requested information. If you do not believe our comments apply to your
facts and
circumstances or do not believe an amendment is appropriate, please tell
us why in your
response.
After reviewing any amendment to your registration statement and
the information you
provide in response to these comments, we may have additional comments.
Amendment No. 1 to Form S-4 Filed 6/15/2023
Risk Factors, page 65
1. We note the discussion
of the material weaknesses that resulted in revisions to your
financial statements
and that these could result in further misstatements of the account
balances or disclosures
that would result in a material misstatement to the annual or
interim consolidated
financial statements that would not be prevented or detected. We also
note that AON is
planning to remediate these material weaknesses. Please revise to
disclose your specific
remediation plans.
Kevin Nazemi
FirstName LastNameKevin Nazemi Corp.
Digital Transformation Opportunities
Comapany
June NameDigital Transformation Opportunities Corp.
23, 2023
June 23,
Page 2 2023 Page 2
FirstName LastName
Security Ownership of Certain Beneficial Owners and Management, page 180
2. Please revise to identify the natural persons who are the beneficial
owners of the shares
held by AEA Growth Management L.P., as well as the address of each
such natural
person.
Exhibits
3. We note your disclosure in the footnotes to the exhibit index that
certain exhibits and
schedules for Exhibits 2.1, 2.2, 2.3, 2.4, 10.13 and 10.14 have been
omitted in accordance
with Regulation S-K Item 601. If you intend to redact information
pursuant to Item
601(b)(2) and/or Item 601(b)(10)(iv) of Regulation S-K, please revise
the applicable
footnote to state that certain information has been excluded from
relevant exhibits because
it is both not material and the type of information that the
registrant treats as confidential.
Please also include a similar statement at the top of the first page
of each redacted exhibit
and include brackets indicating where the information is omitted from
the filed version of
each exhibit. Refer to Item 601(b)(2)(ii) and 601(b)(10)(iv) of
Regulation S-K.
General
4. We understand that Barclays, the underwriter in your SPAC IPO, has
waived its deferred
underwriting commissions that would otherwise be due to it upon the
closing of the
business combination. Please disclose how this waiver was obtained,
why the waiver was
agreed to, and clarify the SPAC s current relationship with
Barclays. Please also describe
what relationship existed between Barclays and DTOC after the close of
the IPO,
including any financial or merger-related advisory services conducted
by Barclays.
5. Tell us whether Barclays was involved in the preparation of any
disclosure that is included
in the registration statement, including the identification or
evaluation of business
combination targets, any analysis underlying disclosure in the
registration statement. If so,
clarify their involvement, whether they have retracted any work
product associated with
the transaction, and the risk of such withdrawal and reliance on their
expertise. Further,
please clarify that Barclays claims no role in the SPAC s business
combination transaction
and has affirmatively disclaimed any responsibility for any of the
disclosure in this
registration statement.
6. Disclose whether Barclays provided you with any reasons for the fee
waiver. Please also
tell us whether you are aware of any disagreements with Barclays
regarding the disclosure
in your registration statement. Further, please add risk factor
disclosure that clarifies that
Barclays was to be compensated, in part, on a deferred basis for its
underwriting services
in connection with the SPAC IPO and such services have already been
rendered, yet
Barclays is waiving such fees and disclaiming responsibility for the
registration statement.
Clarify the unusual nature of such a fee waiver and the impact of it
on the evaluation of
the business combination.
Kevin Nazemi
Digital Transformation Opportunities Corp.
June 23, 2023
Page 3
You may contact Jeanne Bennett at 202-551-3606 or Brian Cascio at
202-551-3676 if
you have questions regarding comments on the financial statements and related
matters. Please
contact Jane Park at 202-551-7439 or Loan Lauren Nguyen at 202-551-3642 with
any other
questions.
Sincerely,
FirstName LastNameKevin Nazemi Division of Corporation
Finance
Office of Industrial
Applications and
Comapany NameDigital Transformation Opportunities Corp.
Services
June 23, 2023 Page 3
cc: David Hernand, Esq.
FirstName LastName