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United States securities and exchange commission logo
November 3, 2023
Todd Schonherz
Chief Executive Officer
American Oncology Network, Inc.
14543 Global Parkway, Suite 110
Fort Myers, FL 33913
Re: American Oncology
Network, Inc.
Registration
Statement on Form S-1
Filed October 13,
2023
File No. 333-274975
Dear Todd Schonherz:
We have conducted a limited review of your registration statement
and have the
following comments.
Please respond to this letter by amending your registration
statement and providing the
requested information. If you do not believe a comment applies 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 this letter, we may have additional comments.
Registration Statement on Form S-1 filed October 13, 2023
Cover Page
1. For each of the shares
being registered for resale, disclose the price that the selling
securityholders paid
for such shares.
Summary of the Prospectus, page 9
2. We note your disclosure
relating to the potential profit the selling securityholders will earn
based on the current
trading price on a per share basis. Please also disclose the potential
profit on an aggregate
basis in the Summary and in the Risk Factors sections.
Todd Schonherz
FirstName LastNameTodd Schonherz
American Oncology Network, Inc.
Comapany 3,
November NameAmerican
2023 Oncology Network, Inc.
November
Page 2 3, 2023 Page 2
FirstName LastName
Management s Discussion and Analysis of Financial Condition and Results of
Operations
Liquidity and Capital Resources, page 80
3. In light of the significant number of redemptions and the unlikelihood
that the company
will receive significant proceeds from exercises of the warrants
because of the disparity
between the exercise price of the warrants and the current trading
price of the Class A
Common Stock, expand your discussion of capital resources to address
any changes in the
company s liquidity position since the business combination. If the
company is likely to
have to seek additional capital, discuss the effect of this offering
on the company s ability
to raise additional capital.
4. We note your disclosure here that there is a significant portion of
securities being
registered for resale. We note your disclosure here that the sale of
the securities registered
for resale or the perception that such sales may occur may cause the
market price of your
securities to decline significantly. Please expand your discussion to
highlight the fact that
Digital Transformation Sponsor LLC, a beneficial owner of 90.9% of
your outstanding
shares, will be able to sell all of its shares for so long as the
registration statement of
which this prospectus forms a part is available for use, and how those
sales may impact
the market price of the company s common stock.
General
5. Please revise the first paragraph on the cover page, and the
prospectus generally, to
remove the registration of the 6,113,333 shares of class A common
stock underlying the
private placement warrants or advise. For guidance, please refer to
Securities Act
Compliance and Disclosure Interpretation 139.09.
Todd Schonherz
FirstName LastNameTodd Schonherz
American Oncology Network, Inc.
Comapany 3,
November NameAmerican
2023 Oncology Network, Inc.
November
Page 3 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.
Please contact Nicholas O'Leary at 202-551-4451 or Jane Park at
202-551-7439 with any
other questions.
Sincerely,
Division of
Corporation Finance
Office of Industrial
Applications and
Services
cc: Brian Lee, Esq.