American Oncology Network (AONC) PRER14APreliminary revised proxy

On October 5, 2022, DTOC and AON have entered into a Business Combination Agreement, dated as of October 5, 2022 and amended and restated on January 6, 2023 (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, “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 resulting in the organization of the combined post-business combination company as an

The Company’s IPO prospectus and charter provided that the Company initially had until March 12, 2023 (the date that is 24 months after the consummation of the IPO) to complete a business combination. While the Company and AON are working towards satisfaction of the conditions to the Closing by such deadline, the Board currently believes that there will not be sufficient time before March 12, 2023 to complete the Business Combination. The purpose of the Extension Amendment and the Trust Agreement Amendment are to provide the Company more time to complete the Business Combination, which the Board believes is in the best interests of our stockholders. Even if the Extension, the Trust Amendment and, if necessary, the Redemption Limitation Amendment are approved, however, the Company can provide no assurances that the Business Combination will be consummated prior to the Extended Date, or at all. 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

In connection with the Extension Amendment Proposal and the Redemption Limitation Amendment Proposal, public stockholders may elect to redeem their shares of DTOC Class A common stock issued in the IPO, which shares we refer to as the “Public Shares”, for a per-share price, payable in cash, equal to the aggregate amount then on deposit in the Trust Account, including interest (less amounts released to pay taxes), divided by the number of then outstanding Public Shares, which election we refer to as the “Election”, regardless of whether such public stockholders vote on the Extension Amendment Proposal or the Redemption Limitation Amendment Proposal. If the Extension Amendment Proposal and the Redemption Limitation Amendment Proposal are approved by the requisite vote of stockholders, the remaining holders of Public Shares will retain their right to redeem their Public Shares when a business combination is submitted to the stockholders, subject to any limitations set forth in the Certificate of Incorporation as amended by the Extension Amendment and the Redemption Limitation Amendment. In addition, public stockholders who do not make the Election would be entitled to have their Public Shares redeemed for cash if the Company has not completed the Business Combination by the Extended Date. The initial stockholders own 8,337,500 Founder Shares. The Sponsor also owns 6,113,333 Private Placement Warrants.

To exercise your redemption rights, you must demand that the Company redeem your Public Shares for a pro rata portion of the funds held in the Trust Account and tender your shares to the Company’s transfer agent prior to 5:00 p.m. Eastern time on                 , 2023 (two business days before the Special Meeting). You may tender your shares by either delivering your share certificate(s) (if any) and other redemption forms to the transfer agent or by delivering your shares and other redemption forms to the transfer agent electronically using the Depository Trust Company’s DWAC (Deposit/Withdrawal At Custodian) system. If you hold your shares in street name, you will need to instruct your bank, broker or other nominee to withdraw the shares from your account in order to exercise your redemption rights.

Additionally, the Company will only proceed with the Extension and redemptions of the Public Shares if either (i) the Redemption Limitation Amendment Proposal is approved and implemented or (ii) in the event the Redemption Limitation Amendment Proposal is not approved, the Redemption Limitation has not been exceeded. In the event that the Redemption Limitation Amendment Proposal is not approved and we receive notice of redemption of Public Shares approaching or in excess of the Redemption Limitation, we and/or the Sponsor may take action to increase our net tangible assets to avoid the Redemption Limitation, which may include, at our and our Sponsor’s option and in our and its sole discretion, any, several or all of the following actions: (a) attempting to secure waivers of certain of our significant liabilities, including the deferred underwriting fees; (b) cancelling or terminating other significant liabilities, such as the outstanding private placement warrants; (c) entering into non-redemption agreements with certain of our significant stockholders; (d) purchasing Public Shares in the open market (subject to applicable law and regulation); and (e) obtaining a capital contribution from our Sponsor, which could result in the issuance of new shares of DTOC Class A common stock. Any shares of DTOC Class A common stock purchased by the Sponsor in the open market or from us would not be voted in connection with the proposals set forth in this proxy statement. If the Redemption Limitation Amendment Proposal is not approved and the Redemption Limitation is exceeded, either because we do not take action to increase our net tangible assets or because our attempt to do so is not successful, then we will not proceed with the Extension and we will not redeem any

If the Extension Amendment Proposal and the Trust Agreement Amendment Proposal are approved and redemptions of Public Shares do not exceed the Redemption Limitation or the Redemption Limitation Amendment Proposal is approved, prior to the filing of the certificate of amendment to the Certificate of Incorporation to effect the Extension and, if necessary, the Redemption Limitation Amendment, the Sponsor shall make a deposit into the Trust Account of an aggregate of $150,000. In addition, if the Extension Amendment Proposal, the Redemption Limitation Amendment Proposal, if necessary, and the Trust Agreement Amendment Proposal are approved and the Extension is effective, in the event that the Business Combination has not been completed prior to June 30, 2023, the Sponsor may elect to exercise, in its sole discretion, the Extension Option to further extend the Combination Period, provided the Sponsor deposits into the Trust Account $50,000 on or prior to the date of the applicable deadline. The Sponsor may exercise the Extension Option up to three (3) times, allowing for up to an additional three months beyond June 30, 2023 to complete the Business Combination. The Sponsor will receive one or more non-interest bearing, unsecured promissory notes from the Company equal to the amount of the Initial Contribution and Additional Contribution, as applicable, each of which would be repayable by the Company upon consummation of the Business Combination. Such notes would not be repaid in the event that the Company is unable to close the Business Combination unless there are funds available outside the Trust Account to do so. In the case of the Extension Options, in the event that the Company receives notice from the Sponsor five (5) days prior to the applicable deadline of its intent to exercise the Extension Option, the Company will issue a press release announcing such intention to exercise the Extension Option at least three (3) days prior to the applicable deadline. In addition, the Company will issue a press release the day after the applicable deadline announcing whether the Additional Contribution was timely deposited into the Trust Account. If the Extension Amendment, the Trust Agreement Amendment and, if necessary, the Redemption Limitation Amendment are approved and the Extension, the Trust Agreement Amendment and, if necessary, the Redemption Limitation Amendment are implemented and the Sponsor elects to exercise the Extension Options through the Extended Date to allow the Company to complete the Business Combination, the redemption amount per share at the meeting for such business combination or the Company’s subsequent liquidation will be approximately $       per share (plus any interest earned between now and the time the Company converts all of its investments in the Trust Account into cash), in comparison to the current redemption amount of approximately $       per share. The Initial Contribution and the Additional Contributions are conditioned upon the implementation of the Extension Amendment Proposal, the Trust Agreement Amendment Proposal and, if necessary, the Redemption Limitation Amendment Proposal. The Initial Contribution and the Additional Contributions, if any, will not occur if the Extension Amendment Proposal, the Trust Agreement Amendment Proposal and, if necessary, the Redemption Limitation Amendment Proposal are not approved or the Extension, the Trust Agreement Amendment and, if necessary, the Redemption Limitation Amendment are not completed. In the case of the Extension Options, the Sponsor will have the sole discretion whether to extend the Combination Period for additional calendar months until the Extended Date and if the Sponsor elects not to extend for additional calendar months, the Sponsor will have no obligation to make any Additional Contributions, and the Company will dissolve and liquidate in accordance with the Certificate of Incorporation.

The withdrawal of funds from the Trust Account in connection with the Election will reduce the amount held in the Trust Account following the Election and the amount remaining in the Trust Account may be significantly less than the approximately $333.5 million that was in the Trust Account as of                 , 2023. In such event, the Company may need to obtain additional funds to complete a business combination, and there can be no assurance that such funds will be available on terms acceptable to the parties or at all.

If the Extension Amendment Proposal, the Redemption Limitation Amendment Proposal, if necessary, and the Trust Agreement Amendment Proposal are not approved and we do not consummate the Business Combination by March 12, 2023, as contemplated by the IPO prospectus and in accordance with the Certificate of Incorporation, we will: (i) cease all operations except for the purpose of winding up, (ii) as promptly as reasonably possible but not more than ten business days thereafter, redeem the Public Shares,

There will be no redemption rights or liquidating distributions with respect to the warrants, which will expire worthless. In the event of a liquidation, the Sponsor will not receive any monies held in the Trust Account as a result of its ownership of 8,337,500 Founder Shares, which were purchased by the Sponsor prior to the IPO and 6,113,333 Private Placement Warrants, which were purchased by the Sponsor in a private placement which occurred simultaneously with the completion of the IPO. As a consequence, a distribution of monies from the Trust Account will be made only with respect to the Public Shares.

If the Company liquidates, the Sponsor has agreed to indemnify us if and to the extent any claims by a third party for services rendered or products sold to the Company, or a prospective target with which the Company has entered into a letter of intent, confidentiality or other similar agreement or business combination agreement, reduce the amount of funds in the Trust Account to below the lesser of (i) $10.00 per public share and (ii) the actual amount per public share held in the Trust Account as of the date of the liquidation of the Trust Account, if less than $10.00 per public share due to reductions in the value of the trust assets, less taxes payable, provided that such liability will not apply to any claims by a third party or prospective target that executed a waiver of any and all rights to the monies held in the Trust Account (whether or not such waiver is enforceable) nor will it apply to any claims under the Company’s indemnity of the underwriters of the IPO against certain liabilities, including liabilities under the Securities Act of 1933, as amended, which we refer to as the “Securities Act”. Moreover, in the event that an executed waiver is deemed to be unenforceable against a third party, the Sponsor will not be responsible to the extent of any liability for such third-party claims. We cannot assure you, however, that the Sponsor would be able to satisfy those obligations. Based upon the current amount in the Trust Account, we anticipate that the per-share price at which Public Shares will be redeemed from cash held in the Trust Account will be approximately $      . Nevertheless, we cannot assure you that the per share distribution from the Trust Account, if the Company liquidates, will not be less than $10.00, including interest, due to unforeseen claims of creditors or otherwise.

Under Delaware law, stockholders receiving liquidating distributions may be liable for claims by third parties against a corporation to the extent of distributions received by them in such a liquidation.

The pro rata portion of the Trust Account distributed to our public stockholders upon the redemption of our Public Shares in the event we do not complete our initial business combination by March 12, 2023 or the Extended Date may be considered a liquidating distribution under Delaware law. There is no assurance that we will properly assess, and reserve amounts to satisfy, all claims that may be potentially brought against us. As such, our stockholders could potentially be liable for their pro rata share of any claims, to the extent of distributions received by them (but no more). Any action or suit must be commenced within two years after the dissolution if the plaintiff learned or in the exercise of reasonable diligence should have learned of the underlying facts on or before the dissolution, or within three years after the date of dissolution in all other cases.

However, because we are a blank check company, rather than an operating company, and our operations are limited to searching for prospective targets to acquire, the only likely claims to arise would be from our vendors (such as lawyers, investment bankers, etc.) or prospective targets.

If the Extension Amendment Proposal and, if necessary, the Redemption Limitation Amendment Proposal are approved, the Company, pursuant to the Trust Agreement, will (i) remove from the Trust Account an amount, which we refer to as the “Withdrawal Amount”, equal to the number of Public Shares properly redeemed multiplied by the per-share price, equal to the aggregate amount then on deposit in the Trust Account, including interest (less amounts released to pay taxes), divided by the number of then

We are furnishing this proxy statement to you as a stockholder of Digital Transformation Opportunities Corp. as part of the solicitation of proxies by our Board for use at the Special Meeting to be held on                 ,                 , 2023, or any adjournment or postponement thereof.

If the Extension Amendment Proposal and the Trust Agreement Amendment Proposal are approved and redemptions of Public Shares do not exceed the Redemption Limitation or the Redemption Limitation Amendment Proposal is approved, prior to the filing of the certificate of amendment to the Certificate of Incorporation to effect the Extension, the Sponsor shall make a deposit into the Trust Account of an aggregate of $150,000. In addition, if the Extension Amendment Proposal, the Redemption Limitation Amendment Proposal, if necessary, and the Trust Agreement Amendment Proposal are approved and the Extension is effective, in the event that the Business Combination has not been completed prior to June 30, 2023, the Sponsor may elect to exercise, in its sole discretion, the Extension Option to further extend the Combination Period, provided the Sponsor deposits into the Trust Account $50,000 on or prior to the date of the applicable deadline. The Sponsor may exercise the Extension Option up to three (3) times, allowing for up to an additional three months beyond June 30, 2023 to complete the Business Combination. The Sponsor will receive one or more non-interest bearing, unsecured promissory notes from the Company equal to the amount of the Initial Contribution and Additional Contribution, as applicable, each of which would be repayable by the Company upon consummation of the Business Combination. Such notes would not be repaid in the event that the Company is unable to close the Business Combination unless there are funds available outside the Trust Account to do so. In the case of the Extension Options, in the event that the Company receives notice from the Sponsor five (5) days prior to the applicable deadline of its intent to exercise the Extension Option, the Company will issue a press release announcing such intention to exercise the Extension Option at least three (3) days prior to the applicable deadline. In addition, the Company will issue a press release the day after the applicable deadline announcing whether the Additional Contribution

On the Record Date, the Sponsor, DTOC’s directors, officers and its initial stockholders and their respective affiliates beneficially owned and were entitled to vote an aggregate of 8,337,500 Founder Shares held by the Sponsor and the officers and directors of DTOC, representing approximately twenty percent (20%) of DTOC’s issued and outstanding shares of DTOC common stock. Accordingly, if all outstanding shares of DTOC common stock are present at the Special Meeting, then in addition to the Founder Shares, the Company will need 18,759,375 Public Shares, or 56.3% of the outstanding Public Shares, to vote in favor of each of the Extension Amendment Proposal, the Redemption Limitation Amendment Proposal and the Trust Agreement Amendment Proposal to approve such proposals. To approve the Adjournment Proposal, if all outstanding shares of DTOC common stock are present at the Special Meeting, then in addition to the Founder Shares, the Company will need 12,506,251 Public Shares, or 37.5% of the outstanding Public Shares, to vote in favor of the Adjournment Proposal to approve such proposal. If only a minimum quorum of outstanding shares of DTOC common stock are present at the Special Meeting, then the Company will need only 2,084,375 Public Shares, or 6.3% of the Public Shares, to vote in favor of the Adjournment Proposal to approve such proposal. The Adjournment Proposal will only be put forth for a vote if there are not sufficient votes to approve the Extension Amendment Proposal, the Redemption Limitation Amendment Proposal and the Trust Agreement Amendment Proposal at the Special Meeting.

If you are a DTOC stockholder of record, you may vote by mail or internet. Each share of DTOC common stock that you own in your name entitles you to one (1) vote on each of the proposals for the Special Meeting. Your one (1) or more proxy cards show the number of shares of DTOC common stock that you own.

If your shares are registered in the name of your broker, bank or other agent, you are the “beneficial owner” of those shares and those shares are considered as held in “street name.” If you are a beneficial

DTOC stockholders seeking to exercise their redemption rights, whether they are record holders or hold their shares in “street name” are required to either tender their certificates to the transfer agent prior to the date set forth in this proxy statement, or up to two (2) business days prior to the scheduled vote at the Special Meeting, or to deliver their shares to the transfer agent electronically using the DTC’s DWAC system, at such stockholder’s option. The requirement for physical or electronic delivery prior to the Special Meeting ensures that a redeeming stockholder’s election to redeem is irrevocable once the Extension Amendment Proposal or the Redemption Limitation Proposal is approved.

There is a nominal cost associated with the above-referenced tendering process and the act of certificating the shares or delivering them through the DWAC system. The transfer agent will typically charge a tendering broker a fee and it is in the broker’s discretion whether or not to pass this cost on to the redeeming stockholder. However, this fee would be incurred regardless of whether or not stockholders seeking to exercise redemption rights are required to tender their shares, as the need to deliver shares is a requirement to exercising redemption rights, regardless of the timing of when such delivery must be effectuated.

Each redemption of a Public Share by holders of Public Shares will reduce the amount in the Trust Account, which held marketable securities with a fair value of approximately $      million as of the Record Date. Prior to their exercising redemption rights, DTOC stockholders should verify the market price of the shares of DTOC common stock, as stockholders may receive higher proceeds from the sale of their shares of DTOC common stock in the public market than from exercising their redemption rights if the market price per share is higher than the redemption price. There is no assurance that you will be able to sell your Public Shares in the open market, even if the market price per share is lower than the redemption price stated above, as there may not be sufficient liquidity in the shares of DTOC common stock when you wish to sell your shares.

Notwithstanding the foregoing, pursuant to our Certificate of Incorporation, 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.

If the Extension Amendment Proposal, the Redemption Limitation Amendment Proposal, if necessary, and Trust Agreement Amendment Proposal are not approved and the Extension implemented, and if the Business Combination is not consummated by the Termination Date, or such later date that may be approved by DTOC stockholders, DTOC will be required to dissolve and liquidate the Trust Account by returning the then remaining funds in such account to the holders of Public Shares and all of DTOC’s warrants will expire worthless.

There are no appraisal rights available to DTOC stockholders in connection with the Extension Amendment Proposal, the Redemption Limitation Amendment Proposal or the Trust Agreement Amendment Proposal.

DTOC is soliciting proxies on behalf of the Board. This proxy solicitation is being made by mail, but also may be made by telephone or on the internet. DTOC has engaged Morrow Sodali, LLC to assist in the solicitation of proxies for the Special Meeting. DTOC and its directors, officers and employees may also solicit proxies on the internet. DTOC will ask banks, brokers and other institutions, nominees and fiduciaries to forward this proxy statement and the related proxy materials to their principals and to obtain their authority to execute proxies and voting instructions.

DTOC is a blank check company incorporated under the laws of the State of Delaware on November 20, 2020, for the purpose of effecting a merger, capital stock exchange, asset acquisition, share purchase, reorganization or similar business combination, with one or more businesses, without limitation as to business, industry or sector. We have neither engaged in any operations nor generated any revenue to date. Based on our business activities, the Company is a “shell company” as defined under the Exchange Act because we have no operations and nominal assets consisting almost entirely of cash.

On March 12, 2021, DTOC consummated its IPO of 33,350,000 Units. Each Unit consists of one Public Share and one-fourth of one Public Warrant. The Units were sold at an offering price of $10.00 per Unit, generating gross proceeds of $333,500,000. Simultaneously with the consummation of the IPO and the sale of the Units, DTOC consummated the private placement of an aggregate of 6,113,333 Private Placement Warrants issued to the Sponsor at a price of $1.50 per warrant, generating total proceeds of $9,170,000. Upon the closing of the IPO and simultaneous private placement, a total of $333,500,000 of the net proceeds from DTOC’s IPO and sale of the Private Placement Warrants were deposited in the Trust Account established for the benefit of the holders of Public Shares.

Like most blank check companies, the Certificate of Incorporation provides for the return of the IPO proceeds held in trust to the holders of Public Shares sold in the IPO if there is no qualifying Business Combination(s) consummated on or before the Termination Date. DTOC is proposing to amend its Certificate of Incorporation to extend the date by which DTOC has to consummate a Business Combination to the Extended Date. A copy of the proposed amendment to the Certificate of Incorporation of DTOC is attached to this proxy statement as part of Annex A.

The Certificate of Incorporation currently provide that DTOC has until the Termination Date to complete an initial business combination. DTOC and its officers and directors agreed that they would not seek to amend the Certificate of Incorporation to allow for a longer period of time to complete a business combination unless DTOC provided holders of its Public Shares with the right to seek redemption of their Public Shares in connection therewith. The Board has determined that it is in the best interests of DTOC to seek an extension of the Termination Date and have DTOC stockholders approve the Extension Amendment Proposal and Trust Agreement Amendment Proposal to allow for additional time to consummate the Business Combination. While the Company and AON are working towards satisfaction of the conditions to the Closing by such deadline, the Board believes that the current Termination Date will not provide sufficient time to complete the Business Combination. However, even if the Extension Amendment Proposal and Trust Agreement Amendment Proposal are approved and the Extension is implemented, there is no assurance that DTOC will be able to consummate the Business Combination by the Extended Date, given the actions that must occur prior to closing of the Business Combination.

The Extension Amendment Proposal is essential to allowing DTOC additional time to consummate the Business Combination in the event the Business Combination is for any reason not completed on or before the Termination Date. Approval of each of the Extension Amendment Proposal and the Trust Agreement Amendment Proposal is a condition to the implementation of the Extension. Notwithstanding the foregoing, even if the Extension Amendment Proposal and the Trust Agreement Amendment Proposal are approved, DTOC may nevertheless choose not to implement the Extension Amendment and the Trust Agreement Amendment and may liquidate on the Termination Date.

If the Extension Amendment Proposal, the Redemption Limitation Amendment Proposal, if necessary, and the Trust Agreement Amendment Proposal are approved, prior to the filing of the certificate of amendment to the Certificate of Incorporation to effect the Extension, the Sponsor shall make a deposit into the Trust Account of an aggregate of $150,000. In addition, if the Extension Amendment Proposal and the Trust Agreement Amendment Proposal are approved and the Extension is effective, in the event that the Business Combination has not been completed prior to June 30, 2023, the Sponsor may elect to exercise, in its sole discretion, the Extension Option to further extend the Combination Period, provided the

If the Extension Amendment Proposal and the Trust Agreement Amendment Proposal are approved and redemptions of Public Shares would not exceed the Redemption Limitation, DTOC intends to file an amendment to its Certificate of Incorporation with the Secretary of State of the State of Delaware substantially in the form of Annex A hereto to extend the time it has to complete a business combination until the Extended Date. DTOC will then continue to attempt to consummate the Business Combination until the Extended Date. DTOC will remain a reporting company under the Exchange Act and its Units, Public Shares and Public Warrants will remain publicly traded during this time.

Even if the Extension Amendment Proposal and the Trust Agreement Amendment Proposal are approved and either (i) redemptions of Public Shares would exceed the Redemption Limitation or (ii) the Redemption Limitation Amendment Proposal is not approved, DTOC may not be able to implement the Extension. Please see “Proposal No. 2 — The Redemption Limitation Amendment Proposal — If the Redemption Limitation Amendment Proposal Is Not Approved” for more information.

You are not being asked to vote on the Business Combination at the Special Meeting. If the Extension is implemented and you do not elect to redeem your Public Shares, provided that you are a stockholder on the record date for a meeting to consider the Business Combination, you will retain the right to vote on the Business Combination when it is submitted to stockholders and the right to redeem your Public Shares for cash in the event the Business Combination is approved and completed or we have not consummated the Business Combination by the Extended Date. The vote by DTOC stockholders to approve the Business Combination will occur at a separate meeting of DTOC stockholders, to be held at a later date, and the solicitation of proxies from DTOC stockholders in connection with such separate meeting, and the related right of DTOC stockholders to redeem in connection with the Business Combination (which is a separate right to redeem in addition to the right to redeem in connection with the Extension Amendment Proposal), will be the subject of a separate proxy statement. If you want to ensure your Public Shares are redeemed in the event the Extension Amendment Proposal is implemented, you should elect to “redeem” your Public Shares in connection with the Special Meeting.

If a partnership (including an entity or arrangement treated as a partnership for United States federal income tax purposes) holds shares of DTOC Class A common stock, the tax treatment of a partner in such partnership will generally depend upon the status of the partner, the activities of the partnership and certain determinations made at the partner level. If you are a partner of a partnership holding shares of DTOC Class A common stock, you are urged to consult your tax advisor regarding the tax consequences of a redemption.

If the redemption does not qualify as a sale of shares of DTOC Class A common stock, the U.S. Holder will be treated as receiving a distribution. In general, any distributions to U.S. Holders generally will constitute dividends for United States federal income tax purposes to the extent paid from our current or accumulated earnings and profits, as determined under United States federal income tax principles. Distributions in excess of current and accumulated earnings and profits will constitute a return of capital that will be applied against and reduce (but not below zero) the U.S. Holder’s adjusted tax basis in our shares of DTOC Class A common stock. Any remaining excess will be treated as gain realized on the sale or other disposition of the shares of DTOC Class A common stock and will be treated as described under “U.S. Federal Income Tax Considerations to U.S. Holders — Gain or Loss on a Redemption of DTOC Class A Common Stock Treated as a Sale”. Treatment of the redemption as a distribution is not expected to result in material amounts of dividend income to holders, as we do not expect that we would have material amounts of current or accumulated earnings and profits. Dividends we pay to a U.S. Holder that is a taxable corporation generally will qualify for the dividends received deduction if the requisite holding period is satisfied. With certain exceptions, and provided certain holding period requirements are met, dividends we pay to a non-corporate U.S. Holder generally will constitute “qualified dividends” that will be taxable at a reduced rate.

This section is addressed to Non-U.S. Holders of shares of DTOC Class A common stock that elect to have their shares of DTOC Class A common stock redeemed for cash. For purposes of this discussion, a “Non-U.S. Holder” is a beneficial owner (other than a partnership) whose shares of DTOC Class A common stock is so redeemed and is not a U.S. Holder.

The characterization for United States federal income tax purposes of the redemption of a Non-U.S. Holder’s shares of DTOC Class A common stock generally will correspond to the United States federal income tax characterization of such a redemption of a U.S. Holder’s shares of DTOC Class A common stock, as described under “U.S. Federal Income Tax Considerations to U.S. Holders”.

Non-U.S. Holders of shares of DTOC Class A common stock considering exercising their redemption rights should consult their own tax advisors as to whether the redemption of their shares of DTOC Class A common stock will be treated as a sale or as a distribution under the Code.

If the redemption qualifies as a sale of shares of DTOC Class A common stock, a Non-U.S. Holder generally will not be subject to United States federal income or withholding tax in respect of any gain recognized on a sale of shares of DTOC Class A common stock, unless:

If the Redemption Limitation Amendment Proposal is not approved, our Board will not be able to implement the Extension if redemptions of Public Shares would exceed the Redemption Limitation. In the event that the Redemption Limitation Amendment Proposal is not approved and we receive notice of redemptions of Public Shares approaching or in excess of the Redemption Limitation, we and/or the Sponsor may take action to increase our net tangible assets to avoid the Redemption Limitation, which may include, at our and our Sponsor’s option and in our and its sole discretion, any, several or all of the following actions: (a) attempting to secure waivers of certain of our significant liabilities, including the deferred underwriting fees; (b) cancelling or terminating other significant liabilities, such as the outstanding private placement warrants; (c) entering into non-redemption agreements with certain of our significant stockholders; (d) purchasing Offering Shares in the open market (subject to applicable law and regulation); and (e) obtaining a capital contribution from our Sponsor, which could result in the issuance of new shares of DTOC Class A common stock. Any shares of DTOC Class A common stock purchased by the Sponsor in the open market or from us would not be voted in connection with the proposals set forth in this proxy statement. If the Redemption Limitation Amendment Proposal is not approved and the Redemption Limitation is exceeded, either because we do not take action to increase our net tangible assets or because

The proposed Trust Agreement Amendment would amend our Trust Agreement to (i) allow the Company to extend the Combination Period from March 12, 2023 to June 30, 2023, (ii)  give the Sponsor the right to further extend the Combination Period beyond June 30, 2023 up to three (3) times for an additional one (1) month each time to the Extended Date. A copy of the proposed Trust Agreement Amendment is attached to this proxy statement as Annex C. All stockholders are encouraged to read the proposed amendment in its entirety for a more complete description of its terms.

The purpose of the Trust Agreement Amendment is to give the Company the right to extend the Combination Period to June 30, 2023 and to give the Sponsor the right to further extend the Combination Period beyond June 30, 2023 up to three (3) times for an additional one (1) month each time to the Extended Date.

The Trust Agreement Amendment Proposal is essential to allowing DTOC additional time to consummate a Business Combination in the event a Business Combination is for any reason not completed on or before the Termination Date. Approval of each of the Extension Amendment Proposal and the Trust Agreement Amendment Proposal is a condition to the implementation of the Extension. Notwithstanding the foregoing, even if the Extension Amendment Proposal and the Trust Agreement Amendment Proposal are approved, DTOC may nevertheless choose not to implement the Extension Amendment and the Trust Agreement Amendment and may liquidate on the Termination Date.

If the Trust Agreement Amendment is not approved, and we do not consummate an initial Business Combination by March 12, 2023, we will be required to dissolve and liquidate our Trust Account by returning the then remaining funds in such account to the holders of Public Shares and our Warrants will expire worthless.

The initial stockholders have waived their rights to participate in any liquidation distribution with respect to their Founder Shares. There will be no distribution from the Trust Account with respect to the Company’s warrants or rights, which will expire worthless in the event we wind up. The Company will pay the costs of liquidation from its remaining assets outside of the Trust Account.

If the Extension Amendment Proposal, the Redemption Limitation Amendment Proposal and the Trust Agreement Amendment Proposal are approved, the amendment to the Trust Agreement substantially in the form of Annex C hereto will be executed and the Trust Account will not be disbursed except to the extent any redemptions are made in connection with this Special Meeting, in connection with our completion of a Business Combination or in connection with our liquidation if we do not complete a Business Combination by the applicable Termination Date. The Company will then continue to attempt to consummate the Business Combination until the Extended Date.

Subject to the foregoing, approval of the Trust Agreement Amendment Proposal, pursuant to the Trust Agreement, requires the affirmative vote of the holders of least sixty-five percent (65%) of the issued and outstanding shares of DTOC common stock, voting together as a single class. Failure to vote in person (including virtually) or by proxy at the Special Meeting, abstentions from voting or broker non-votes will have the same effect as an “AGAINST” vote on the Trust Agreement Amendment Proposal.

On the Record Date, the Sponsor, DTOC’s directors, officers and its initial stockholders and their respective affiliates beneficially owned and were entitled to vote an aggregate of 8,337,500 Founder Shares held by the Sponsor and the officers and directors of DTOC, representing approximately twenty percent

As described further above, the SPAC Rule Proposals relate, among other matters, to the circumstances in which SPACs such as the Company could potentially be subject to the Investment Company Act and the regulations thereunder. The SPAC Rule Proposals would provide a safe harbor for such companies from the definition of “investment company” under Section 3(a)(1)(A) of the Investment Company Act, provided that a SPAC satisfies certain criteria, including a limited time period to announce and complete a business combination. Specifically, to comply with the safe harbor, the SPAC Rule Proposals would require a company to file a report on Form 8-K announcing that it has entered into an agreement with a target company for a business combination no later than 18 months after the effective date of the registration statement relating to the IPO (the “IPO Registration Statement”). The company would then be required to complete a business combination no later than 24 months after the effectiveness of the IPO Registration Statement.

The following table sets forth information regarding the beneficial ownership of DTOC common stock as of                 , 2023 based on information obtained from the persons named below, with respect to the beneficial ownership of shares of DTOC common stock, by:

Unless otherwise indicated, we believe that all persons named in the table have sole voting and investment power with respect to all shares of DTOC common stock beneficially owned by them. The following table does not reflect record of beneficial ownership of any DTOC common stock issuable upon exercise of warrants as such securities are not exercisable or convertible within 60 days. Information is based on 41,687,500 shares of DTOC common stock outstanding as of                 , 2023, of which 33,350,000 were shares of DTOC Class A common stock and 8,337,500 were DTOC Class B common stock.

Digital Transformation Opportunities Corp., a corporation organized and existing under the laws of the State of Delaware (the “Corporation”), DOES HEREBY CERTIFY AS FOLLOWS:

Digital Transformation Opportunities Corp., a corporation organized and existing under the laws of the State of Delaware (the “Corporation”), DOES HEREBY CERTIFY AS FOLLOWS: