American Oncology Network, Inc.: debt financing — DTOC shareholders approve extension; 75% of shares redeemed, trust account drops to $18.8M

American Oncology Network, Inc.

Shareholders approved extension of business combination deadline to June 30, 2023; option for three monthly extensions to Sept 30.
Holders of 31,502,931 shares redeemed for ~$321.2M at ~$10.19/share, leaving ~$18.8M in trust account.
Sponsor loaned $150,000 to fund initial extension deposit into trust; note is non-interest bearing, due at close or liquidation.
Sponsor and CFO converted all Class B shares into 8,262,500 Class A shares; those shares not entitled to trust funds.
Company continues pursuit of business combination with American Oncology Network, LLC.

item 1.01 item 2.03 item 3.03 item 5.03 item 5.07 item 8.01 item 9.01

Key facts

Extracted from this filing and checked against the source text.

Debt Financings SEC 8-K Item 2.03/2.04 confidence 0.9

American Oncology Network, Inc. incurred loan of $150,000 with Digital Transformation Sponsor LLC at non-interest bearing maturing 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.

Instrument: loan
Principal: $150,000
Counterparty: Digital Transformation Sponsor LLC
Rate: non-interest bearing
Maturity: 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
Event: incurrence

Exact text from the filing

On March 6, 2023, Digital Transformation Sponsor LLC (the “Sponsor”) loaned $150,000 (the “Initial Contribution”) to the Company, which was evidenced by a non-interest bearing, unsecured promissory note issued in favor of the Sponsor (the “Initial Extension Note”).

View on SEC.gov

Governance Changes SEC 8-K Item 5.03/5.05/5.06 confidence 0.95

American Oncology Network, Inc.: Filed a certificate of amendment to extend the business combination deadline to June 30, 2023 and give the sponsor options to further extend, and eliminated the redemption limitation on net tangible assets (effective 2023-03-02).

Change: charter amendment
Effective: 2023-03-02

Exact text from the filing

On March 2, 2023, the Company filed a certificate of amendment (the “Certificate of Amendment”) to the Company’s Amended and Restated Certificate of Incorporation (the “Certificate of Incorporation”) with the Secretary of State of the State of Delaware.

View on SEC.gov

Shareholder Votes SEC 8-K Item 5.07 confidence 0.95

American Oncology Network, Inc. shareholders approved Extend the date by which the Company has to consummate a business combination from March 12, 2023 to June 30, 2023 and give the Sponsor the option to further extend up to September 30, 2023 at the 2023-03-02 meeting.

Proposal: merger approval
Outcome: passed
Meeting: 2023-03-02

Exact text from the filing

The stockholders approved the proposal to amend the Company’s Certificate of Incorporation to (i) extend the date by which the Company has to consummate a business combination from March 12, 2023 to June 30, 2023 upon the deposit by the Sponsor of an aggregate of $150,000 into the Trust Account and (ii) give the Sponsor the option to further extend the Combination Period beyond June 30, 2023 up to three (3) times for an additional one (1) month each time to September 30, 2023 (any such extension, the “Extension”, and such date to which such deadline is extended, the “Extended Date”) upon the deposit into the Trust Account of $50,000 for each calendar month.

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Shareholder Votes SEC 8-K Item 5.07 confidence 0.95

American Oncology Network, Inc. shareholders approved Amend the Trust Agreement to provide for the Extension to the Extended Date pursuant to the Certificate of Amendment at the 2023-03-02 meeting.

Outcome: passed
Meeting: 2023-03-02

Exact text from the filing

The stockholders approved the proposal to amend the Trust Agreement, dated as of March 9, 2021, by and between the Company and Continental, to provide for the Extension to the Extended Date pursuant to the Certificate of Amendment.

View on SEC.gov

Shareholder Votes SEC 8-K Item 5.07 confidence 0.95

American Oncology Network, Inc. shareholders approved Amend the Certificate of Incorporation to eliminate the Redemption Limitation at the 2023-03-02 meeting.

Proposal: charter amendment
Outcome: passed
Meeting: 2023-03-02

Exact text from the filing

The stockholders approved the proposal to amend the Certificate of Incorporation to eliminate the Redemption Limitation.

View on SEC.gov

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Source: SEC EDGAR

accession 0001104659-23-030111

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