Exhibit 4.1





	
        NUMBER

        U-
	UNITS


 


CUSIP
[●]





SEE REVERSE FOR CERTAIN DEFINITIONS


 


DIGITAL TRANSFORMATION OPPORTUNITIES
CORP.


 


UNITS CONSISTING OF ONE SHARE OF CLASS A COMMON STOCK AND
ONE-

FOURTH OF ONE REDEEMABLE WARRANT, EACH WHOLE WARRANT ENTITLING THE HOLDER

TO PURCHASE ONE SHARE OF CLASS A COMMON STOCK


 


THIS CERTIFIES THAT ____________________
is the owner of _____________________ Units.


 


Each Unit (“Unit”) consists
of one (1) share of Class A common stock, par value $0.0001 per share (“Common Stock”), of Digital Transformation Opportunities
Corp., a Delaware corporation (the “Company”), and one-fourth of one redeemable warrant (“Warrant”). Each
whole Warrant entitles the holder to purchase one (1) share (subject to adjustment) of Common Stock for $11.50 per share (subject
to adjustment). Each Warrant will become exercisable on the thirty (30) days after the Company’s completion of a merger,
capital stock exchange, asset acquisition, stock purchase, reorganization or other similar business combination with one or more
businesses (each a “Business Combination”) and will expire unless exercised before 5:00 p.m., New York City Time, on
the date that is five (5) years after the date on which the Company completes its initial Business Combination, or earlier upon
redemption or liquidation. The Common Stock and Warrants comprising the Units represented by this certificate are not transferable
separately prior to , 2021, unless the underwriter elects to allow separate trading earlier, subject to the Company’s filing
of a Current Report on Form 8-K with the Securities and Exchange Commission containing an audited balance sheet reflecting the
Company’s receipt of the gross proceeds of the Company’s initial public offering and issuing a press release announcing
when separate trading will begin. The terms of the Warrants are governed by a Warrant Agreement, dated as of , 2021, between the
Company and Continental Stock Transfer & Trust Company, as Warrant Agent, and are subject to the terms and provisions contained
therein, all of which terms and provisions the holder of this certificate consents to by acceptance hereof. Copies of the Warrant
Agreement are on file at the office of the Warrant Agent at 1 State Street, 30th Floor, New York, New York 10004, and are available
to any Warrant holder on written request and without cost.


 


This certificate is not valid unless countersigned
by the Transfer Agent and Registrar of the Company.


 


This certificate shall be governed by and
construed in accordance with the internal laws of the State of New York.


 


	 	DIGITAL TRANSFORMATION OPPORTUNITIES CORP.




 


	 	By:	 
	 	 	Name:	Kevin Nazemi
	 	 	Title:	Chief Executive Officer






 


	 	CONTINENTAL STOCK TRANSFER & TRUST COMPANY




 


	 	By:	 
	 	 	Name:
	 	 	Title:



 



    


     


    

 


Digital Transformation Opportunities
Corp.


 


The Company will furnish without charge
to each unitholder who so requests, a statement of the powers, designations, preferences and relative, participating, optional
or other special rights of each class of stock or series thereof of the Company and the qualifications, limitations, or restrictions
of such preferences and/or rights.


 


The following abbreviations, when used in
the inscription on the face of this certificate, shall be construed as though they were written out in full according to applicable
laws or regulations:


 


	TEN COM	—	as tenants in common	
        UNIF GIFT

        MIN ACT
	—	 	Custodian	 
	 	 	 	 	 	 	 	 
	TEN ENT	—	as tenants by the entireties	 	 	(Cust)	 	(Minor)
	 	 	 	 	 	 	 	 
	JT TEN 	—	as joint tenants with right of survivorship and not as tenants in common	 	 	under Uniform Gifts to Minors Act
	 	 	 	 	 	(State)


 


Additional abbreviations may also be used
though not in the above list.


 


For value received, _____________
hereby sells, assigns and transfers unto


 


___________________________________________





(PLEASE INSERT SOCIAL SECURITY OR OTHER
IDENTIFYING NUMBER OF ASSIGNEE)


 


____________________________________________________________________





(PLEASE PRINT OR TYPEWRITE NAME AND ADDRESS, INCLUDING
ZIP CODE, OF ASSIGNEE)


 


Units represented
by the within Certificate, and does hereby irrevocably constitute and appoint Attorney to transfer the said Units on the
books of the within named Company with full power of substitution in the premises.


 


	Dated 	 	 	 
	 	 	Notice: The signature to this assignment must correspond with the name as written upon the face of the certificate in every particular, without alteration or enlargement or any change whatever.


 


	Signature(s) Guaranteed:	 	 
	THE SIGNATURE(S) MUST BE GUARANTEED BY AN ELIGIBLE GUARANTOR INSTITUTION (BANKS, STOCKBROKERS, SAVINGS AND LOAN ASSOCIATIONS AND CREDIT UNIONS WITH MEMBERSHIP IN AN APPROVED SIGNATURE GUARANTEE MEDALLION PROGRAM, PURSUANT TO S.E.C. RULE 17Ad-15 (OR ANY SUCCESSOR RULE) UNDER THE SECURITIES EXCHANGE ACT OF 1934, AS AMENDED).


 


In each case, as more fully described in
the Company’s final prospectus dated           , 2021, the
holder(s) of this certificate shall be entitled to receive a pro-rata portion of certain funds held in the trust account
established in connection with the Company’s initial public offering only in the event that (i) the Company redeems
the shares of Class A common stock sold in the Company’s initial public offering and liquidates because it does not
consummate an initial business combination within the period set forth in the Company’s amended and restated certificate
of incorporation, as the same may be amended from time to time, (ii) the Company redeems the shares of Class A common
stock sold in its initial public offering in connection with a stockholder vote to amend the Company’s amended and restated
certificate of incorporation (a) to modify the substance or timing of the Company’s obligation to allow redemption
in connection with the Company’s initial business combination or to redeem 100% of the Class A common stock if it does
not consummate an initial business combination within the period set forth in the Company’s amended and restated certificate
of incorporation, as the same may be amended from time to time, or (b) with respect to any other provision relating to stockholders’
rights or pre-initial business combination activity, or (iii) if the holder(s) seek(s) to redeem for cash his,
her or its respective shares of Class A common stock in connection with a tender offer (or proxy solicitation, solely in
the event the Company seeks stockholder approval of the proposed initial business combination) setting forth the details of a
proposed initial business combination. In no other circumstances shall the holder(s) have any right or interest of any kind
in or to the trust account.