SEC Form SC 13G filed by Digital Transformation Opportunities Corp.

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

SCHEDULE 13G

Under the Securities Exchange Act of 1934
(Amendment No. )*

Digital Transformation Opportunities Corp.

(Name of Issuer)

Class A Common Stock, par value $0.0001 per share

(Title of Class of Securities)

25401K107

(CUSIP Number)

December 31, 2021

(Date of Event Which Requires Filing of this Statement)

Check the appropriate box to designate the rule pursuant to which this Schedule is filed:

¨ Rule 13d-1(b)

¨ Rule 13d-1(c)

x Rule 13d-1(d)

The information required in the remainder of this cover page shall not be deemed to be “filed” for the purpose of Section 18 of the Securities Exchange Act of 1934 (the “Act”) or otherwise subject to the liabilities of that section of the Act but shall be subject to all other provisions of the Act (however, see the Notes).

(1)       The securities are held directly by Digital Transformation Sponsor LLC (the “Sponsor”). The Sponsor is managed by Kevin Nazemi, and Mr. Nazemi has sole voting and dispositive power with respect to the securities held directly by the Sponsor. As a result, Mr. Nazemi may be deemed to have beneficial ownership of the securities held directly by the Sponsor. Mr. Nazemi disclaims beneficial ownership of such securities except to the extent of his pecuniary interest therein.

(2)       The Sponsor owns 8,112,500 shares of Class B common stock, par value $0.0001 per share (the “Class B Common Stock”), of Digital Transformation Opportunities Corp. (the “Issuer”), which are automatically convertible into the Issuer’s Class A common stock, par value $0.0001 per share (the “Class A Common Stock”), of the Issuer, as more fully described under the heading “Description of Securities – Founder Shares” in the Issuer’s registration statement on Form S-1 (File No. 333-253079) (the “Registration Statement”).

(3)       Excludes 6,113,333 shares of Class A Common Stock issuable upon the exercise of 6,113,333 private placement warrants of the Issuer. Each private placement warrant is exercisable to purchase one share of Class A Common Stock at a price of $11.50 per share, subject to adjustment, becomes exercisable on the later of 30 days after the completion of the Issuer’s initial business combination or 12 months from the closing of the initial public offering and expires five years after the completion of the Issuer’s initial business combination or earlier upon redemption or liquidation, as described under the heading “Description of Securities—Redeemable Warrants—Private Placement Warrants” in the Registration Statement.

(4)       Based on 33,350,000 shares of Class A Common Stock and 8,337,500 shares of Class B Common Stock outstanding as of November 19, 2021, as reported by the Issuer in its quarterly report on Form 10-Q filed with the U.S. Securities and Exchange Commission on November 22, 2021.

(1)       The securities are held directly by the Sponsor. The Sponsor is managed by Kevin Nazemi, and Mr. Nazemi has sole voting and dispositive power with respect to the securities held directly by the Sponsor. As a result, Mr. Nazemi may be deemed to have beneficial ownership of the securities held directly by the Sponsor. Mr. Nazemi disclaims beneficial ownership of such securities except to the extent of his pecuniary interest therein.

(2)       Excludes 6,113,333 shares of Class A Common Stock issuable upon the exercise of 6,113,333 private placement warrants of the Issuer. Each private placement warrant is exercisable to purchase one share of Class A Common Stock at a price of $11.50 per share, subject to adjustment, becomes exercisable on the later of 30 days after the completion of the Issuer’s initial business combination or 12 months from the closing of the initial public offering and expires five years after the completion of the Issuer’s initial business combination or earlier upon redemption or liquidation, as described under the heading “Description of Securities—Redeemable Warrants—Private Placement Warrants” in the Registration Statement.

(3)       Based on 33,350,000 shares of Class A Common Stock and 8,337,500 shares of Class B Common Stock outstanding as of November 19, 2021, as reported by the Issuer in its quarterly report on Form 10-Q filed with the U.S. Securities and Exchange Commission on November 22, 2021.

Item 1.

Item 2.

If filing as a non-U.S. institution in accordance with §240.13d-1(b)(1)(ii)(J), please specify the type of institution:              

SIGNATURES

After reasonable inquiry and to the best of my knowledge and belief, each of the undersigned certifies that the information set forth in this statement is true, complete and correct.