Check the appropriate box below if the Form 8-K filing is intended
to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:
Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 or Rule
12b-2 of the Securities Exchange Act of 1934.
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 13(a) of the Exchange Act.
Item 7.01 Regulation FD Disclosure.
Attached as Exhibit 99.l to this Current Report on Form 8-K, and incorporated
into this Item 7.01 by reference, is a copy of an updated investor presentation (the “Investor Presentation”) that will be
used in connection with the previously announced business combination (the “Business Combination”) of Digital Transformation
Opportunities Corp. (“DTOC”) and American Oncology Network, LLC, a Delaware limited liability company (“AON”),
pursuant to the Amended and Restated Business Combination Agreement, dated as of January 6, 2023, by and between DTOC and AON. The Investor
Presentation has been updated primarily for financial information for the period ended September 30, 2021 as well as other recent data,
which are reflected in the Preliminary Proxy on Schedule 14A filed by DTOC with the Securities and Exchange Commission on January 6, 2023.
The information in this Item 7.01, including Exhibit 99.1 is furnished
and shall not be deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the “Exchange
Act”), or otherwise subject to liabilities under that section, and shall not be deemed to be incorporated by reference into the
filings of SilverBox under the Securities Act of 1933, as amended, or the Exchange Act, regardless of any general incorporation language
in such filings. This Current Report on Form 8-K will not be deemed an admission as to the materiality of any information contained in
this Item 7.01, including Exhibit 99.1.
Item 9.01. Financial Statements and Exhibits.
(d) Exhibits.
Forward-Looking Statements
Certain statements in this Current on Form 8-K
are forward-looking statements. Forward-looking statements generally relate to future events including future financial or operating performance
of DTOC or AON. Forward-looking statements generally relate to future events or DTOC’s or AON’s future financial or operating
performance. For example, projections of future revenue and other metrics are forward-looking statements. In some cases, you can identify
forward-looking statements by terminology such as “may”, “should”, “expect”, “intend”,
“will”, “estimate”, “anticipate”, “believe”, “predict”, “potential”
or “continue”, or the negatives of these terms or variations of them or similar terminology. Such forward-looking statements
are subject to risks, uncertainties, and other factors that could cause actual results to differ materially from those expressed or implied
by such forward-looking statements.
These forward-looking statements are based upon
estimates and assumptions that, while considered reasonable by DTOC and its management, and AON and its management, as the case may be,
are inherently uncertain and are inherently subject to risks, variability and contingencies, many of which are beyond DTOC’s and
AON’s control. Factors that may cause actual results to differ materially from current expectations include, but are not limited
to: (1) DTOC’s ability to complete the Business Combination and the other transactions contemplated by the Amended and Restated
Business Combination Agreement; (2) the outcome of any legal proceedings that may be instituted against DTOC, the combined company or
others following the announcement of the Business Combination and any definitive agreements with respect thereto; (3) the inability to
complete the Business Combination due to the failure to obtain approval of the stockholders of DTOC, to obtain financing to complete the
Business Combination, including the PIPE investment, or to satisfy other conditions to closing; (4) the amount of redemption requests
made by DTOC’s public stockholders; (5) changes to the proposed structure of the Business Combination that may be required or appropriate
as a result of applicable laws or regulations or as a condition to obtaining regulatory approval of the Business Combination; (6) the
ability to meet stock exchange listing standards following the consummation of the Business Combination; (7) the risk that the Business
Combination disrupts current plans and operations of AON as a result of the announcement and consummation of the Business Combination;
(8) the ability to recognize the anticipated benefits of the Business Combination, which may be affected by, among other things, competition,
the ability of the combined company to grow and manage growth profitably, maintain key relationships and retain its management and key
employees; (9) costs related to the Business Combination; (10) changes in applicable laws or regulations; (11) the possibility that AON
or the combined company may be adversely affected by other economic, business, and/or competitive factors; (12) AON’s estimates
of expenses and profitability; (13) the failure to realize anticipated pro forma results or projections and underlying assumptions; and
(14) other risks and uncertainties set forth in the section entitled “Risk Factors” and “Cautionary Note Regarding Forward-Looking
Statements” in DTOC’s Annual Report on Form 10-K for the year ended December 31, 2021 filed with the SEC on April 13, 2022
and DTOC’s Quarterly Report on Form 10-Q for the quarter ended September 30, 2022 filed with the SEC on November 14, 2022, in the
Proxy Statement relating to the Business Combination to be filed with the SEC, and in subsequent filings with the SEC. DTOC and AON caution
that the foregoing list of factors is not exclusive or exhaustive and investors should not place undue reliance upon any forward-looking
statements, including projections, which speak only as of the date made. If any of these risks materialize or DTOC’s or AON’S
assumptions prove incorrect, actual results could differ materially from the results implied by these forward-looking statements. There
may be additional risks that neither DTOC nor AON presently know or that DTOC and AON currently believe are immaterial that could also
cause actual results to differ from those contained in the forward-looking statements. In addition, forward-looking statements reflect
DTOC’s and AON’s expectations, plans or forecasts of future events and views as of the date of this communication. DTOC and
AON anticipate that subsequent events and developments will cause DTOC’s and AON’s assessments to change. However, while DTOC
may elect to update these forward-looking statements at some point in the future, DTOC and AON specifically disclaim any obligation to
do so, unless required by applicable law. These forward-looking statements should not be relied upon as representing DTOC’s or AON’s
assessments as of any date subsequent to the date of this communication. Neither DTOC nor AON gives any assurance that AON or DTOC will
achieve its expectations. Accordingly, undue reliance should not be placed upon the forward-looking statements.
Additional Information about the Proposed Business
Combination and Where to Find It
In connection with the proposed Business Combination,
DTOC has filed with the Securities and Exchange Commission (the “SEC”) a proxy statement, which will be mailed (if and when
available) to all DTOC stockholders once definitive (the “Proxy Statement”), which will be distributed to holders of shares
of DTOC common stock in connection with DTOC’s solicitation of proxies for the vote by DTOC stockholders with respect to the Business
Combination as well as other matters as may be described in the Proxy Statement. DTOC STOCKHOLDERS AND OTHER INTERESTED PERSONS ARE ADVISED
TO READ, WHEN AVAILABLE, THE PROXY STATEMENT AND OTHER DOCUMENTS FILED WITH THE SEC IN CONNECTION WITH THE PROPOSED BUSINESS COMBINATION,
AS THESE MATERIALS WILL CONTAIN IMPORTANT INFORMATION ABOUT DTOC, AON AND THE PROPOSED BUSINESS COMBINATION. This Current Report on Form
8-K does not contain all the information that should be considered concerning the proposed Business Combination and is not intended to
form the basis of any investment decision or any other decision in respect of the Business Combination. When available, the Proxy Statement
and other relevant materials for the proposed Business Combination will be mailed to stockholders of DTOC as of a record date to be established
for voting on the proposed Business Combination. DTOC stockholders will also be able to obtain copies of the definitive proxy statement
and other documents filed with the SEC, without charge, once available, at the SEC’s website at www.sec.gov.
Participants in the Solicitation
DTOC and its directors and executive officers
may be deemed participants in the solicitation of proxies from DTOC’s stockholders with respect to the proposed Business Combination.
A list of the names of those directors and executive officers and a description of their interests in DTOC is contained in DTOC’s
proxy statement for its 2022 annual meeting, which was filed with the SEC on November 8, 2022 and in DTOC’s Annual Report on Form
10-K for the fiscal year ended December 31, 2021, which was filed with the SEC on April 13, 2022. These documents may be obtained free
of charge from the SEC’s website. Additional information regarding the interests of such participants will be contained in the Proxy
Statement for the proposed Business Combination.
AON and its directors and executive officers may
also be deemed to be participants in the solicitation of proxies from the stockholders of DTOC in connection with the proposed Business
Combination. A list of the names of such directors and executive officers and information regarding their interests in the proposed Business
Combination will be included in the Proxy Statement for the proposed Business Combination.
No Offer or Solicitation
This Current Report on Form 8-K shall not constitute
a solicitation of a proxy, consent or authorization with respect to any securities or in respect of the Business Combination. This Current
Report on Form 8-K shall also not constitute an offer to sell or the solicitation of an offer to buy any securities, nor shall there be
any sale of securities in any states or jurisdictions in which such offer, solicitation or sale would be unlawful prior to registration
or qualification under the securities laws of any such jurisdiction. No offering of securities shall be made except by means of a prospectus
meeting the requirements of Section 10 of the Securities Act or an exemption therefrom.
SIGNATURE
Pursuant to the requirements
of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto
duly authorized.
Dated: February 6, 2023
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DIGITAL TRANSFORMATION OPPORTUNITIES
CORP. |
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By: |
/s/ Kyle Francis |
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Name: Kyle Francis |
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Title: Chief Financial Officer |