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                            June 23, 2023

       Kevin Nazemi
       Chief Executive Officer
       Digital Transformation Opportunities Corp.
       10250 Constellation Blvd, Suite 23126
       Los Angeles, CA 90067

                                                        Re: Digital
Transformation Opportunities Corp.
                                                            Amendment No. 1 to
Registration Statement on Form S-4
                                                            Filed June 15, 2023
                                                            File No. 333-271482

       Dear Kevin Nazemi:

             We have reviewed your amended registration statement and have the
following
       comments. In some of our comments, we may ask you to provide us with
information so we
       may better understand your disclosure.

              Please respond to this letter by amending your registration
statement and providing the
       requested information. If you do not believe our comments apply to your
facts and
       circumstances or do not believe an amendment is appropriate, please tell
us why in your
       response.

              After reviewing any amendment to your registration statement and
the information you
       provide in response to these comments, we may have additional comments.

       Amendment No. 1 to Form S-4 Filed 6/15/2023

       Risk Factors, page 65

   1.                                                   We note the discussion
of the material weaknesses that resulted in revisions to your
                                                        financial statements
and that these could result in further misstatements of the account
                                                        balances or disclosures
that would result in a material misstatement to the annual or
                                                        interim consolidated
financial statements that would not be prevented or detected. We also
                                                        note that AON is
planning to remediate these material weaknesses. Please revise to
                                                        disclose your specific
remediation plans.
 Kevin Nazemi
FirstName  LastNameKevin  Nazemi Corp.
Digital Transformation Opportunities
Comapany
June       NameDigital Transformation Opportunities Corp.
     23, 2023
June 23,
Page 2 2023 Page 2
FirstName LastName
Security Ownership of Certain Beneficial Owners and Management, page 180

2.       Please revise to identify the natural persons who are the beneficial
owners of the shares
         held by AEA Growth Management L.P., as well as the address of each
such natural
         person.
Exhibits

3.       We note your disclosure in the footnotes to the exhibit index that
certain exhibits and
         schedules for Exhibits 2.1, 2.2, 2.3, 2.4, 10.13 and 10.14 have been
omitted in accordance
         with Regulation S-K Item 601. If you intend to redact information
pursuant to Item
         601(b)(2) and/or Item 601(b)(10)(iv) of Regulation S-K, please revise
the applicable
         footnote to state that certain information has been excluded from
relevant exhibits because
         it is both not material and the type of information that the
registrant treats as confidential.
         Please also include a similar statement at the top of the first page
of each redacted exhibit
         and include brackets indicating where the information is omitted from
the filed version of
         each exhibit. Refer to Item 601(b)(2)(ii) and 601(b)(10)(iv) of
Regulation S-K.
General

4.       We understand that Barclays, the underwriter in your SPAC IPO, has
waived its deferred
         underwriting commissions that would otherwise be due to it upon the
closing of the
         business combination. Please disclose how this waiver was obtained,
why the waiver was
         agreed to, and clarify the SPAC   s current relationship with
Barclays. Please also describe
         what relationship existed between Barclays and DTOC after the close of
the IPO,
         including any financial or merger-related advisory services conducted
by Barclays.
5.       Tell us whether Barclays was involved in the preparation of any
disclosure that is included
         in the registration statement, including the identification or
evaluation of business
         combination targets, any analysis underlying disclosure in the
registration statement. If so,
         clarify their involvement, whether they have retracted any work
product associated with
         the transaction, and the risk of such withdrawal and reliance on their
expertise. Further,
         please clarify that Barclays claims no role in the SPAC   s business
combination transaction
         and has affirmatively disclaimed any responsibility for any of the
disclosure in this
         registration statement.
6.       Disclose whether Barclays provided you with any reasons for the fee
waiver. Please also
         tell us whether you are aware of any disagreements with Barclays
regarding the disclosure
         in your registration statement. Further, please add risk factor
disclosure that clarifies that
         Barclays was to be compensated, in part, on a deferred basis for its
underwriting services
         in connection with the SPAC IPO and such services have already been
rendered, yet
         Barclays is waiving such fees and disclaiming responsibility for the
registration statement.
         Clarify the unusual nature of such a fee waiver and the impact of it
on the evaluation of
         the business combination.
 Kevin Nazemi
Digital Transformation Opportunities Corp.
June 23, 2023
Page 3

       You may contact Jeanne Bennett at 202-551-3606 or Brian Cascio at
202-551-3676 if
you have questions regarding comments on the financial statements and related
matters. Please
contact Jane Park at 202-551-7439 or Loan Lauren Nguyen at 202-551-3642 with
any other
questions.



                                                          Sincerely,

FirstName LastNameKevin Nazemi                        Division of Corporation
Finance
                                                      Office of Industrial
Applications and
Comapany NameDigital Transformation Opportunities Corp.
                                                      Services
June 23, 2023 Page 3
cc:       David Hernand, Esq.
FirstName LastName