Item 1.01 Entry into a Material Definitive Agreement.
Amended and Restated Business Combination Agreement
As previously disclosed, on
On
Amended and Restated Sponsor Support Agreement
As previously disclosed, on
Concurrently with the execution of the Amended and Restated Business Combination Agreement, the parties to the Sponsor Support Agreement have amended and restated the Sponsor Support Agreement (the "Amended and Restated Sponsor Support Agreement") to modify certain vesting conditions on the shares of New AON Class A common stock held by the Stockholders as of the closing of the Business Combination.
The foregoing descriptions of the agreements and the transactions and documents contemplated thereby do not purport to be complete and are subject to and qualified in their entirety by reference to the Amended and Restated Business Combination Agreement, including the exhibits to the Amended and Restated Business Combination Agreement, and the Amended and Restated Sponsor Support Agreement, copies of which are filed with this Current Report on Form 8-K as Exhibits 2.1 and 10.1, respectively.
Additional Information about the Proposed Business Combination and Where to Find It
In connection with the proposed Business Combination, DTOC intends to file with
the
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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
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.
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
2 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.
Item 9.01 Financial Statements and Exhibits.
Exhibit Description No. 2.1* Amended and Restated Business Combination Agreement, dated as ofJanuary 6, 2023 , by and betweenDigital Transformation Opportunities Corp. andAmerican Oncology Network, LLC 10.1 Amended and Restated Sponsor Support Agreement, dated as ofJanuary 6, 2023 , by and amongDigital Transformation Opportunities Corp. ,Digital Transformation Sponsor LLC ,American Oncology Network, LLC and certain equityholders ofDigital Transformation Opportunities Corp. 104 Cover Page Interactive Data File, formatted in Inline Extensible Business Reporting Language (iXBRL).
* Certain schedules and exhibits have been omitted pursuant to Item 601(a)(5)
of Regulation S-K. The registrant hereby undertakes to furnish copies of any of
the omitted schedules and exhibits upon request by the
The exhibits to this Current Report on Form 8-K may contain hypertext links to information on our website or other parties' websites. The information on our website and other parties' websites is not incorporated by reference into this Current Report on Form 8-K and does not constitute a part of this Form 8-K.
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