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United States securities and exchange commission logo
May 19, 2023
Kevin Nazemi
Chief Executive Officer
Digital Transformation Opportunities Corp.
10250 Constellation Blvd, Suite 23126
Los Angeles, CA 90067
Re: Digital
Transformation Opportunities Corp.
Registration
Statement on Form S-4
Filed April 28,
2023
File No. 333-271482
Dear Kevin Nazemi:
We have reviewed your 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.
Form S-4
Summary of Proxy Statement/Prospectus, page 35
1. We note your revised
disclosure to prior comment 8, which we reissue in part. Please
revise to balance your
disclosure to include equally prominent disclosure of the limitations
and challenges you face
in implementing your business strategy, including but not limited
to, your net income
(loss) for the year ended December 31, 2022 and your dependence on
a limited number of
payors.
Unaudited Pro Forma Condensed Combined Financial Information
Unaudited Pro Forma Condensed Balance Sheet, page 107
2. Please reconcile the
pro forma adjustment of $36,302 to additional paid-in capital to the
amount in Note (g) of
$36,899.
Kevin Nazemi
Digital Transformation Opportunities Corp.
May 19, 2023
Page 2
DTOC Managememt's Discussion and Analysis of Financial Condition and Results of
Operations
Results of Operations, page 133
3.
Please revise to explain the reason for the significant gains each
period resulting from the
change in fair value of the warrant liabilities.
Our Network Physician Practices, page 138
4. We acknowledge your revised disclosure in response to prior comment
23. Please revise
your disclosure relating to the management fees to give investors a
reasonable idea of the
amount of management fees that does not exceed ten percentage points.
If material,
please file the agreement as an exhibit to the registration statement
or explain to us why
you believe you are not required to do so. Refer to Item 601(b)(10) of
Regulation S-K.
Our Value Proposition, page 139
5. We note your revised disclosure in response to prior comment 24.
Please also revise your
disclosure in the AON Management s MD&A section on page 150
accordingly.
Background of the Business Combination, page 193
6. We acknowledge your revised disclosure in response to prior comment
35, which we
reissue in part. Please revise to expand your disclosure of the seven
potential business
combination targets the DTOC Board considered and determined not to
pursue.
7. We acknowledge your revised disclosure on pages 201 and 202 in
response to prior
comment 38, which we reissue in part. Please expand your discussion of
the selection
criteria for the comparable valuations of publicly traded peer
companies, whether any
companies meeting the selection criteria were excluded from the
analysis and disclose the
multiples for each company in the analysis and the financial data used
to derive such
multiples.
Certain Material U.S. Federal Income Tax Considerations, page 213
8. We acknowledge your revised disclosures in response to prior comment 42.
We note that
the tax opinion exhibit refers to assumptions, exceptions, limitations
and qualifications set
forth in the registration statement and that the registration statement
also refers to the
FirstName LastNameKevin Nazemi
assumptions, exceptions, limitations and qualifications set forth in the
tax opinion exhibit.
Comapany NameDigital
Please Transformation
revise to clarify Opportunities
the qualifications Corp.
in the registration
statement upon which the tax
May 19,opinion relies.
2023 Page 2
FirstName LastName
Kevin Nazemi
FirstName LastNameKevin Nazemi Corp.
Digital Transformation Opportunities
Comapany
May NameDigital Transformation Opportunities Corp.
19, 2023
May 19,
Page 3 2023 Page 3
FirstName LastName
We remind you that the company and its management are responsible for
the accuracy
and adequacy of their disclosures, notwithstanding any review, comments, action
or absence of
action by the staff.
Refer to Rules 460 and 461 regarding requests for acceleration. Please
allow adequate
time for us to review any amendment prior to the requested effective date of
the registration
statement.
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,
Division of
Corporation Finance
Office of Industrial
Applications and
Services
cc: David Hernand, Esq.