UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 8-K
CURRENT REPORT
Pursuant to Section 13 or Section 15(d)
of the Securities Exchange Act of 1934
Date of Report (Date of earliest event reported):
August 21, 2023
Digital Transformation Opportunities Corp.
(Exact name of registrant as specified in its
charter)
| Delaware |
|
001-40177 |
|
85-3984427 |
|
(State or other jurisdiction of
incorporation or organization) |
|
(Commission
File Number) |
|
(I.R.S. Employer
Identification Number) |
10250
Constellation Blvd, Suite 23126
Los
Angeles, CA |
|
90067 |
| (Address of principal executive offices) |
|
(Zip Code) |
(360) 949-1111
(Registrant’s telephone number, including
area code)
Not Applicable
(Former name or former address, if changed since
last report)
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:
| x |
Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) |
| |
|
| ¨ |
Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) |
| |
|
| ¨ |
Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) |
| |
|
| ¨ |
Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c)) |
Securities registered pursuant to Section 12(b)
of the Securities Exchange Act of 1934:
| Title of each class |
|
Trading
Symbol(s) |
|
Name of each exchange on
which registered |
| Units,
each consisting of one share of Class A common stock, $0.0001 par value, and one-fourth of one redeemable warrant |
|
DTOCU |
|
The Nasdaq
Stock Market LLC |
| Shares
of Class A common stock, included as part of the units |
|
DTOC |
|
The Nasdaq
Stock Market LLC |
| Redeemable
warrants included as part of the units, each whole warrant exercisable for one share of Class A common stock at an exercise
price of $11.50 per share |
|
DTOCW |
|
The Nasdaq
Stock Market LLC |
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.
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 13(a) of the Exchange Act.
Item 1.01 Entry into a Material Definitive Agreement.
On August 21, 2023, Digital Transformation Sponsor LLC (the “Sponsor”)
delivered written notice to Digital Transformation Opportunities Corp. (the “Company”), regarding its exercise of the option
to extend the date by which the Company is required to complete its initial business combination from August 31, 2023 to September 30,
2023. In accordance with the Company’s charter, the Sponsor deposited $50,000 into the trust account established for the benefit
of the Company’s public stockholders, which was evidenced by a non-interest bearing, unsecured promissory note issued in favor of
the Sponsor (the “Extension Note”). The termination date of the Company was previously extended from July 31, 2023 to August
31, 2023.
The Note bears no interest and all unpaid principal under the Extension
Note will be due and payable in full upon the earlier of (i) the date of the consummation of the Company’s initial business combination
and (ii) the date of the liquidation of the Company.
The foregoing description is subject to, and qualified in its entirety
by reference to, the Extension Note, a copy of which is attached as Exhibit 10.1 hereto and is incorporated herein by reference.
Item 2.03. Creation of a Direct Financial Obligation or an Obligation
under an Off-Balance Sheet Arrangement of a Registrant.
The information set forth above in Item 1.01 of this Current Report
on Form 8-K is incorporated by reference herein.
Item 9.01. Financial Statements and Exhibits.
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: August 21, 2023
| |
|
|
| |
DIGITAL TRANSFORMATION OPPORTUNITIES CORP. |
| |
|
|
| |
|
|
| |
By: |
/s/ Kyle Francis |
| |
Name:
Title: |
Kyle Francis
Chief Financial Officer |
Exhibit 10.1
THIS PROMISSORY NOTE (THIS “NOTE”)
HAS NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”). THIS NOTE HAS BEEN ACQUIRED
FOR INVESTMENT ONLY AND MAY NOT BE SOLD, TRANSFERRED OR ASSIGNED IN THE ABSENCE OF REGISTRATION OF THE RESALE THEREOF UNDER THE SECURITIES
ACT OR AN OPINION OF COUNSEL REASONABLY SATISFACTORY IN FORM, SCOPE AND SUBSTANCE TO THE COMPANY THAT SUCH REGISTRATION IS NOT REQUIRED.
PROMISSORY NOTE
| Principal Amount: $50,000 |
Dated as of August 21, 2023 |
Digital Transformation Opportunities Corp., a Delaware corporation
(“Maker”), promises to pay to the order of Digital Transformation Sponsor LLC, a Delaware limited liability company,
or its registered assigns or successors in interest (collectively, “Payee”), or order, the principal sum of Fifty Thousand
Dollars ($50,000) or such lesser amount as shall have been advanced by Payee to Maker and shall remain unpaid under this Note on the Maturity
Date (as defined below) in lawful money of the United States of America, on the terms and conditions described below. All payments on
this Note shall be made by check or wire transfer of immediately available funds or as otherwise determined by Maker to such account as
Payee may from time to time designate by written notice in accordance with the provisions of this Note.
1.
Principal. The entire unpaid principal balance of this Note shall be due and payable on the earlier of: (i) date on which the
Maker consummates its initial business combination and (ii) the date of the liquidation of the Company (such date, the “Maturity
Date”), unless accelerated upon the occurrence of an Event of Default (as defined below). The principal balance may be prepaid
at any time by Maker, at its election and without penalty. Under no circumstances shall any individual, including but not limited to any
officer, director, employee or shareholder of Maker, be obligated personally for any obligations or liabilities of Maker hereunder.
2.
Interest. No interest shall accrue on the unpaid principal balance of this Note.
3.
Application of Payments. All payments shall be applied first to payment in full of any costs incurred in the collection of
any sum due under this Note, including (without limitation) reasonable attorney’s fees, then to the payment in full of any late
charges and finally to the reduction of the unpaid principal balance of this Note.
4.
Events of Default. The following shall constitute an event of default (“Event of Default”):
(a)
Failure to Make Required Payments. Failure by Maker to pay the principal amount due pursuant to this Note on the Maturity
Date.
(b)
Voluntary Bankruptcy, Etc. The commencement by Maker of a voluntary case under any applicable bankruptcy, insolvency, reorganization,
rehabilitation or other similar law, or the consent by it to the appointment of or taking possession by a receiver, liquidator, assignee,
trustee, custodian, sequestrator (or other similar official) of Maker or for any substantial part of its property, or the making by it
of any assignment for the benefit of creditors, or the failure of Maker generally to pay its debts as such debts become due, or the taking
of corporate action by Maker in furtherance of any of the foregoing.
(c)
Involuntary Bankruptcy, Etc. The entry of a decree or order for relief by a court having jurisdiction in the premises in
respect of Maker in an involuntary case under any applicable bankruptcy, insolvency or other similar law, or appointing a receiver, liquidator,
assignee, custodian, trustee, sequestrator (or similar official) of Maker or for any substantial part of its property, or ordering the
winding-up or liquidation of its affairs, and the continuance of any such decree or order unstayed and in effect for a period of sixty
(60) consecutive days.
5.
Remedies.
(a)
Upon the occurrence of an Event of Default specified in Section 5(a) hereof, Payee may, by written notice to Maker, declare this
Note to be due immediately and payable, whereupon the unpaid principal amount of this Note, and all other amounts payable thereunder,
shall become immediately due and payable without presentment, demand, protest or other notice of any kind, all of which are hereby expressly
waived, anything contained herein or in the documents evidencing the same to the contrary notwithstanding.
(b)
Upon the occurrence of an Event of Default specified in Sections 5(b) or 5(c), the unpaid principal balance of this Note, and all
other sums payable with regard to this Note, shall automatically and immediately become due and payable, in all cases without any action
on the part of Payee.
6.
Waivers. Maker and all endorsers and guarantors of, and sureties for, this Note waive presentment for payment, demand, notice
of dishonor, protest, and notice of protest with regard to the Note, all errors, defects and imperfections in any proceedings instituted
by Payee under the terms of this Note, and all benefits that might accrue to Maker by virtue of any present or future laws exempting any
property, real or personal, or any part of the proceeds arising from any sale of any such property, from attachment, levy or sale under
execution, or providing for any stay of execution, exemption from civil process, or extension of time for payment; and Maker agrees that
any real estate that may be levied upon pursuant to a judgment obtained by virtue hereof, on any writ of execution issued hereon, may
be sold upon any such writ in whole or in part in any order desired by Payee.
7.
Unconditional Liability. Maker hereby waives all notices in connection with the delivery, acceptance, performance, default,
or enforcement of the payment of this Note, and agrees that its liability shall be unconditional, without regard to the liability of any
other party, and shall not be affected in any manner by any indulgence, extension of time, renewal, waiver or modification granted or
consented to by Payee, and consents to any and all extensions of time, renewals, waivers, or modifications that may be granted by Payee
with respect to the payment or other provisions of this Note, and agrees that additional makers, endorsers, guarantors, or sureties may
become parties hereto without notice to Maker or affecting Maker’s liability hereunder.
8.
Notices. All notices, statements or other documents which are required or contemplated by this Note shall be: (i) in writing
and delivered personally or sent by first class registered or certified mail, overnight courier service or facsimile or electronic transmission
to the address designated in writing by such party, (ii) by facsimile to the number most recently provided to such party or such other
address or fax number as may be designated in writing by such party or (iii) by electronic mail, to the electronic mail address most recently
provided to such party or such other electronic mail address as may be designated in writing by such party. Any notice or other communication
so transmitted shall be deemed to have been given on the day of delivery, if delivered personally, on the business day following receipt
of written confirmation, if sent by facsimile or electronic transmission, one (1) business day after delivery to an overnight courier
service or five (5) days after mailing if sent by mail.
9.
Construction. THIS NOTE SHALL BE CONSTRUED AND ENFORCED IN ACCORDANCE WITH THE LAWS OF NEW YORK, WITHOUT REGARD TO CONFLICT
OF LAW PROVISIONS THEREOF.
10.
Severability. Any provision contained in this Note which is prohibited or unenforceable in any jurisdiction shall, as to such
jurisdiction, be ineffective to the extent of such prohibition or unenforceability without invalidating the remaining provisions hereof,
and any such prohibition or unenforceability in any jurisdiction shall not invalidate or render unenforceable such provision in any other
jurisdiction.
11.
Trust Waiver. Reference is made to the final prospectus of the Maker, dated as of March 9, 2021 and filed with the U.S. Securities
and Exchange Commission (“SEC”) (File No. 333-253079) on March 11, 2021 (the “Prospectus”).
Payee represents and warrants that it has received the Prospectus and understands that the Maker has established a trust account (the
“Trust Account”) containing the proceeds of its initial public offering (the “IPO”)
and the over-allotment shares acquired by its underwriters and from certain private placements occurring simultaneously with the IPO (including
interest accrued from time to time thereon) for the benefit of the Maker’s public stockholders (including over-allotment shares
acquired by the Maker’s underwriters, the “Public Stockholders”), and that, except as otherwise described
in the Prospectus, the Maker may disburse monies from the Trust Account only: (a) to the Public Stockholders in the event they elect to
redeem their shares of the Maker in connection with the consummation of the Maker’s initial Business Combination (as such term is
used in the Prospectus) or in connection with an extension of its deadline to consummate a Business Combination, (b) to the Public Stockholders
if the Maker fails to consummate a Business Combination within twenty-four (24) months after the closing of the IPO, subject to extension
by amendment to the Maker’s organizational documents, (c) with respect to any interest earned on the amounts held in the Trust Account,
as necessary to pay any taxes or (d) to the Maker after or concurrently with the consummation of a Business Combination. For and in consideration
of the Maker entering into this agreement and for other good and valuable consideration, the receipt and sufficiency of which is hereby
acknowledged, Payee hereby agrees on behalf of itself and its affiliates that, notwithstanding anything to the contrary in this agreement,
that neither Payee nor any of its affiliates do now or shall at any time hereafter have any right, title, interest or claim of any kind
in or to any monies in the Trust Account or distributions therefrom, or make any claim against the Trust Account (including any distributions
therefrom), regardless of whether such claim arises as a result of, in connection with or relating in any way to, this agreement or any
proposed or actual business relationship between the Maker or its Representatives, on the one hand, and Payee or its Representatives,
on the other hand, or any other matter, and regardless of whether such claim arises based on contract, tort, equity or any other theory
of legal liability (collectively, the “Released Claims”). Payee on behalf of itself and its affiliates hereby irrevocably
waive any Released Claims that it or any of its affiliates may have against the Trust Account (including any distributions therefrom)
now or in the future as a result of, or arising out of, any negotiations, contracts or agreements with the Maker or its Representatives
and will not seek recourse against the Trust Account (including any distributions therefrom) for any reason whatsoever (including for
an alleged breach of any agreement with the Maker or its affiliates). Payee agrees and acknowledges that such irrevocable waiver is material
to this agreement and specifically relied upon by the Maker and its affiliates to induce the Maker to enter into this agreement, and Payee
further intends and understands such waiver to be valid, binding and enforceable against Payee and each of its affiliates under applicable
law. To the extent Payee or any of its affiliates commence any action or proceeding based upon, in connection with, relating to or arising
out of any matter relating to the Maker or its Representatives, which proceeding seeks, in whole or in part, monetary relief against the
Maker or its Representatives, Payee hereby acknowledges and agrees that Payee and its affiliates’ sole remedy shall be against funds
held outside of the Trust Account and that such claim shall not permit Payee or its affiliates (or any person claiming on any of their
behalves or in lieu of any of them) to have any claim against the Trust Account (including any distributions therefrom) or any amounts
contained therein.
12.
Amendment; Waiver. Any amendment hereto or waiver of any provision hereof may be made with, and only with, the written consent
of Maker and Payee.
13.
Assignment. No assignment or transfer of this Note or any rights or obligations hereunder may be made by any party hereto (by
operation of law or otherwise) without the prior written consent of the other party hereto and any attempted assignment without the required
consent shall be void.
[Signature page follows]
IN WITNESS WHEREOF, Maker, intending to be legally bound hereby,
has caused this Note to be duly executed by the undersigned as of the day and year first above written.
| |
|
|
DIGITAL TRANSFORMATION OPPORTUNITIES CORP. |
| |
|
|
|
|
| |
|
|
|
|
| |
|
|
By: |
/s/ Kevin Nazemi |
| |
|
|
Name: |
Kevin Nazemi |
| |
|
|
Title: |
Chief Executive Officer |
| |
|
|
|
|
| |
|
|
|
|
| DIGITAL TRANSFORMATION SPONSOR LLC |
|
|
|
| |
|
|
|
|
| |
|
|
|
|
| By: |
/s/ Kevin Nazemi |
|
|
|
| Name: |
Kevin Nazemi |
|
|
|
| Title: |
Manager |
|
|
|
[Signature Page to Promissory Note]
Digital Transformation O... (NASDAQ:DTOCU)
過去 株価チャート
から 10 2024 まで 11 2024
Digital Transformation O... (NASDAQ:DTOCU)
過去 株価チャート
から 11 2023 まで 11 2024
