As filed with the Securities and Exchange Commission on July 14, 2023
Registration No. 333-271482
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
Amendment No. 4 to
FORM S-4
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
Digital Transformation Opportunities Corp.
(Exact name of Registrant as specified in its charter)
| Delaware | 6770 | 85-3984427 |
(State or other jurisdiction of
incorporation or organization) | (Primary standard industrial
classification code number) | (I.R.S. Employer
Identification Number) |
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)
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)
With copies to:
David Hernand
Jonathan Ko
Sahand Moarefy
Paul Hastings LLP
515 South Flower Street
Twenty-Fifth Floor
Los Angeles, CA 90071
(213) 683-6000 | Ilan Katz
Brian Lee
Dentons US LLP
1221 Avenue of the Americas
New York, NY 10020
(212) 768-6700 |
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.
| Large accelerated filer | ¨ | | Accelerated filer | ¨ |
| Non-accelerated filer | x | | Smaller reporting company | x |
| | | | Emerging growth company | x |
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.
EXPLANATORY NOTE
Digital Transformation Opportunities Corp. is filing this Amendment No. 4 to its registration statement on Form S-4 (File No. 333-271482) (the ‘‘Registration Statement”) as an exhibits-only filing. Accordingly, this amendment consists only of the facing page, this explanatory note, Item 21 of Part II of the Registration Statement, the signature page to the Registration Statement and the filed exhibits. The remainder of the Registration Statement is unchanged and has therefore been omitted.
PART II
INFORMATION NOT REQUIRED IN PROSPECTUS
Item 21. Exhibits and Financial Statement Schedules
| | | | | Incorporated by Reference |
| Exhibit | | Description | | Schedule/Form | | File Number | | Exhibits | | Filing Date |
| 2.1††* | | Business Combination Agreement, dated as of October 5, 2022, by and among Digital Transformation Opportunities Corp. and American Oncology Network, LLC | | S-4/A | | 333-271482 | | 2.1 | | July 13, 2023 |
| 2.2††* | | First Amended and Restated Business Combination Agreement, dated as of January 6, 2023, by and among Digital Transformation Opportunities Corp. and American Oncology Network, LLC | | S-4/A | | 333-271482 | | 2.2 | | July 13, 2023 |
| 2.3††* | | Second Amended and Restated Business Combination Agreement, dated as of April 27, 2023, by and among Digital Transformation Opportunities Corp. and American Oncology Network, LLC | | S-4/A | | 333-271482 | | 2.3 | | July 13, 2023 |
| 2.4††* | | Third Amended and Restated Business Combination Agreement, dated as of June 7, 2023, by and among Digital Transformation Opportunities Corp. and American Oncology Network, LLC | | S-4/A | | 333-271482 | | 2.4 | | July 13, 2023 |
| 3.1* | | Amended and Restated Certificate of Incorporation of Digital Transformation Opportunities Corp. | | 8-K | | 001-40177 | | 3.1 | | March 12, 2021 |
| 3.2* | | Amendment to Amended and Restated Certificate of Incorporation of Digital Transformation Opportunities Corp. | | 8-K | | 001-40177 | | 3.1 | | March 8, 2023 |
| 3.3* | | Bylaws of Digital Transformation Opportunities Corp. | | S-1 | | 333-253079 | | 3.3 | | February 12, 2021 |
| 3.4* | | Form of Amended and Restated Certificate of Incorporation of American Oncology Network, Inc. | | S-4/A | | 333-271482 | | 3.4 | | July 13, 2023 |
| 3.5* | | Form of Amended and Restated Bylaws of American Oncology Network, Inc. | | S-4/A | | 333-271482 | | 3.5 | | July 13, 2023 |
| 4.1* | | Specimen Unit Certificate | | S-1 | | 333-253079 | | 4.1 | | March 1, 2021 |
| 4.2* | | Specimen Class A Common Stock Certificate | | S-1 | | 333-253079 | | 4.2 | | March 1, 2021 |
| 4.3* | | Specimen Warrant Certificate | | S-1 | | 333-253079 | | 4.3 | | March 1, 2021 |
| | | | | Incorporated by Reference |
| Exhibit | | Description | | Schedule/Form | | File Number | | Exhibits | | Filing Date |
| 4.4* | | Warrant Agreement, dated March 9, 2021, between Continental Stock Transfer & Trust Company and Digital Transformation Opportunities Corp. | | 8-K | | 001-40177 | | 4.1 | | March 12, 2021 |
| 4.5* | | Form of Amended and Restated Registration Rights Agreement | | S-4/A | | 333-271482 | | 4.5 | | July 13, 2023 |
| 5.1* | | Legal Opinion of Paul Hastings LLP as to the validity of the securities being registered | | S-4/A | | 333-271482 | | 5.1 | | June 14, 2023 |
| 8.1* | | Tax Opinion of Paul Hastings LLP with respect to the Business Combination | | S-4 | | 333-271482 | | 8.1 | | April 28, 2023 |
| 8.2* | | Tax Opinion of Dentons US LLP with respect to the Exchange Offer | | S-4/A | | 333-271482 | | 8.2 | | June 14, 2023 |
| 10.1* | | Private Placement Warrant Purchase Agreement, dated March 9, 2021, between Digital Transformation Opportunities Corp. and Digital Transformation Sponsor LLC | | 8-K | | 001-40177 | | 10.1 | | March 12, 2021 |
| 10.2* | | Investment Management Trust Account Agreement, dated March 9, 2021, between Continental Stock Transfer & Trust Company and Digital Transformation Opportunities Corp. | | 8-K | | 001-40177 | | 10.2 | | March 12, 2021 |
| 10.3* | | Amendment to Investment Management Trust Account Agreement, dated March 9, 2021, between Continental Transfer & Trust Company and Digital Transformation Opportunities Corp. | | 8-K | | 001-40177 | | 10.2 | | March 8, 2023 |
| 10.4* | | Registration and Stockholder Rights Agreement, dated March 9, 2021, among Digital Transformation Opportunities Corp., the Sponsor and the other Holders (as defined therein) signatory thereto | | 8-K | | 001-40177 | | 10.3 | | March 12, 2021 |
| 10.5* | | Letter Agreement, dated March 9, 2021, among Digital Transformation Opportunities Corp., Digital Transformation Sponsor LLC and each of the directors and officers of Digital Transformation Opportunities Corp. | | 8-K | | 001-40177 | | 10.4 | | March 12, 2021 |
| 10.6* | | Indemnification Agreement, dated March 9, 2021, between Digital Transformation Opportunities Corp. and Kevin Nazemi | | 8-K | | 001-40177 | | 10.5 | | March 12, 2021 |
| 10.7* | | Indemnification Agreement, dated March 9, 2021, between Digital Transformation Opportunities Corp. and Kyle Francis | | 8-K | | 001-40177 | | 10.6 | | March 12, 2021 |
| | | | | Incorporated by Reference |
| Exhibit | | Description | | Schedule/Form | | File Number | | Exhibits | | Filing Date |
| 10.8* | | Indemnification Agreement, dated March 9, 2021, between Digital Transformation Opportunities Corp. and Bradley Fluegel | | 8-K | | 001-40177 | | 10.7 | | March 12, 2021 |
| 10.9* | | Indemnification Agreement, dated March 9, 2021, between Digital Transformation Opportunities Corp. and Heather Zynczak | | 8-K | | 001-40177 | | 10.8 | | March 12, 2021 |
| 10.10* | | Indemnification Agreement, dated March 9, 2021, between Digital Transformation Opportunities Corp. and Jim Moffatt | | 8-K | | 001-40177 | | 10.9 | | March 12, 2021 |
| 10.11* | | Amended and Restated Sponsor Support Agreement, dated as of January 6, 2023, by and among Digital Transformation Opportunities Corp., Digital Transformation Sponsor LLC, American Oncology Network, LLC and certain equityholders of Digital Transformation Opportunities Corp. | | S-4/A | | 333-271482 | | 10.11 | | July 13, 2023 |
| 10.12* | | Promissory Note, dated as of March 6, 2023 | | 8-K | | 001-40177 | | 10.2 | | March 8, 2023 |
| 10.13† | | Master Services Agreement Between American Oncology Management Company, LLC and American Oncology Partners, P.A., dated July 1, 2018 | | | | | | | | |
| 10.14† | | Master Services Agreement Between American Oncology Management Company, LLC and American Oncology Partners of Maryland, P.A., dated January 1, 2020 | | | | | | | | |
| 10.15* | | Amended and Restated Class C Convertible Preferred Unit Purchase Agreement, dated as of June 7, 2023, by and between American Oncology Network, LLC and GEF AON Holdings Corp. | | S-4/A | | 333-271482 | | 10.15 | | June 14, 2023 |
| 23.1* | | Consent of Marcum LLP, independent registered public accounting firm of Digital Transformation Opportunities Corp. | | S-4/A | | 333-271482 | | 23.1 | | July 13, 2023 |
| 23.2* | | Consent of PricewaterhouseCoopers LLP, independent registered public accounting firm of American Oncology Network, LLC | | S-4/A | | 333-271482 | | 23.2 | | July 13, 2023 |
| | | | | Incorporated by Reference |
| Exhibit | | Description | | Schedule/Form | | File Number | | Exhibits | | Filing Date |
| 23.3* | | Consent of Paul Hastings LLP with respect to legal opinion (included in Exhibit 5.1) | | S-4/A | | 333-271482 | | 5.1 | | June 14, 2023 |
| 23.4* | | Consent of Paul Hastings LLP with respect to tax opinion with respect to Business Combination (included in Exhibit 8.1) | | S-4/A | | 333-271482 | | 8.1 | | June 14, 2023 |
| 23.5* | | Consent of Dentons US LLP with respect to tax opinion with respect to Exchange Offer (included in Exhibit 8.2) | | S-4/A | | 333-271482 | | 8.2 | | June 14, 2023 |
| 24.1* | | Power of Attorney | | S-4 | | 333-271482 | | 24.1 | | April 28, 2023 |
| 99.1* | | Form of Proxy Card | | S-4/A | | 333-271482 | | 99.1 | | July 13, 2023 |
| 99.2* | | Form of Letter of Transmittal | | S-4/A | | 333-271482 | | 99.2 | | July 13, 2023 |
| 99.3* | | Consent of Todd Schonherz | | S-4 | | 333-271482 | | 99.3 | | April 28, 2023 |
| 99.4* | | Consent of Stephen “Fred” Divers, MD | | S-4 | | 333-271482 | | 99.4 | | April 28, 2023 |
| 99.5* | | Consent of Shalin R. Shah, DO | | S-4 | | 333-271482 | | 99.5 | | April 28, 2023 |
| 99.6* | | Consent of Douglas Heldreth, MD | | S-4 | | 333-271482 | | 99.6 | | April 28, 2023 |
| 99.7* | | Consent of Vipul Patel, MD | | S-4 | | 333-271482 | | 99.7 | | April 28, 2023 |
| 99.8* | | Consent of Vance M. Wright-Browne, MD | | S-4 | | 333-271482 | | 99.8 | | April 28, 2023 |
| 99.9* | | Consent of Bradley Fluegel | | S-4/A | | 333-271482 | | 99.9 | | June 14, 2023 |
| 99.10* | | Consent of James Stith | | S-4/A | | 333-271482 | | 99.10 | | June 14, 2023 |
| 99.11* | | Consent of Ravi Sarin | | S-4/A | | 333-271482 | | 99.11 | | June 14, 2023 |
| 107* | | Filing Fee Table | | S-4 | | 333-271482 | | 107 | | April 28, 2023 |
| # | Indicates management contract or compensatory plan or arrangement. |
| † | Certain exhibits and schedules have been omitted pursuant to Item 601(b)(10)(iv) of Regulation S-K under the Securities Act of 1933, as amended, because they are both (i) not material and (ii) the type of information that the Registrant treats as confidential. The Registrant agrees to furnish a copy of all omitted exhibits and schedules to the SEC upon its request. |
| †† | Certain exhibits and schedules have been omitted pursuant to Item 601(a)(5) of Regulation S-K under the Securities Act of 1933, as amended, because (i) they do not contain information material to an investment or voting decision and (ii) such information is not otherwise disclosed in the exhibit or the disclosure document. The Registrant agrees to furnish a copy of all omitted exhibits and schedules to the SEC upon its request. |
SIGNATURES
Pursuant to the requirements of the Securities Act, the registrant has duly caused this registration statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Los Angeles, California, on the 14th of July, 2023.
| | DIGITAL TRANSFORMATION OPPORTUNITIES CORP. |
| | |
| | By: | /s/ Kevin Nazemi |
| | | Name: Kevin Nazemi |
| | | Title:Chief Executive Officer |
Pursuant to the requirements of the Securities Act of 1933, this registration statement has been signed by the following persons in the capacities and on the dates indicated.
| Signature | | Title | | Date |
| | | | | |
| /s/ Kevin Nazemi | | Chief Executive Officer and Chairman | | July 14, 2023 |
| Kevin Nazemi | | (Principal Executive Officer) | | |
| | | | | |
| * | | Chief Financial Officer and Secretary | | July 14, 2023 |
| Kyle Francis | | (Principal Financial and Accounting Officer) | | |
| | | | | |
| * | | Director | | July 14, 2023 |
| Bradley Fluegel | | | | |
| | | | | |
| * | | Director | | July 14, 2023 |
| Jim Moffatt | | | | |
| | | | | |
| * | | Director | | July 14, 2023 |
| Heather Zynczak | | | | |
| *By: | /s/ Kevin Nazemi | |
| | Kevin Nazemi | |
| | Attorney-in-fact | |
