WASHINGTON, D.C. 20549
OTONOMO TECHNOLOGIES LTD.
Cogency Global Inc.
(Name, address, and telephone numbers of person authorized to receive notices and
Check the appropriate boxes below to designate any transactions to which the statement relates:
Check the following box if the filing is a final amendment reporting the results of the tender offer: ☒
If applicable, check the appropriate box(es) below to designate the appropriate rule provision(s) relied upon:
This Amendment No. 2 (this “Amendment”) amends and supplements the Tender Offer Statement on Schedule TO originally filed by Otonomo Technologies Ltd., a company organized under the laws of the
State of Israel (the “Company,” “our” or “we”), with the Securities and Exchange Commission (the “SEC”) on July 24, 2023 and as amended on August 21, 2023 (as amended, the “Schedule TO”) relating to the Company’s offer to the holders of certain
of our outstanding warrants, including the public warrants (as defined in the Schedule TO) and the private placement warrants (as defined in the Schedule TO) (collectively, the “warrants”), each to purchase the Company’s ordinary shares, no par
value per share (the “Ordinary Shares”), to receive 0.0167 Ordinary Shares in exchange for every outstanding warrant tendered by the holder and exchanged pursuant to the offer (the “Offer”). Concurrently with the Offer, we solicited consents (the
“Consent Solicitation”) from holders of the warrants to amend the Warrant Agreement (as defined in the Schedule TO) to permit the Company to require that each warrant that is outstanding upon the closing of the Offer be converted into 0.01503
Ordinary Shares, which is a ratio 10% less than the exchange ratio applicable to the Offer. The Offer and Consent Solicitation were made upon and subject to the terms and conditions set forth in the Prospectus/Offer to Exchange, as amended, dated
August 21, 2023 (the “Prospectus/Offer to Exchange”), a copy of which is filed as Exhibit (a)(1)(i) to this Amendment, and in the related Letter of Transmittal and Consent, a copy of which was filed as Exhibit (a)(1)(ii) to the Schedule TO.
The purpose of this Amendment is to amend and supplement the Schedule TO to (i) update Item 11 of the Schedule TO to report the final results of the Offer and Consent Solicitation and (ii) update
Item 12 of the Schedule TO to include (a) the final Prospectus/Offer to Exchange, dated August 22, 2023, which forms part of the Registration Statement on Form F-4 (the “Registration Statement”) declared effective by the SEC on August 22, 2023,
and (b) a press release issued by the Company on August 23, 2023, announcing the results of the Offer and Consent Solicitation and the effectiveness of the Registration Statement.
Only those items amended are reported in this Amendment. Except as specifically provided herein, the information contained in the Schedule TO, the Prospectus/Offer to Exchange and the Letter of
Transmittal and Consent remains unchanged. This Amendment should be read in conjunction with the Schedule TO, the Prospectus/Offer to Exchange and the Letter of Transmittal and Consent.
Item 11. Additional Information.
Item 11 of the Schedule TO is hereby amended and supplemented by adding the following:
The Offer and Consent Solicitation expired at 11:59 p.m., Eastern Time, on August 22, 2023. The Company has been advised that 5,496,433 public warrants, or approximately 63.7% of the outstanding
public warrants, and 5,200,000 private placement warrants, representing all of the outstanding private placement warrants, were validly tendered and not withdrawn prior to the expiration of the Offer and Consent Solicitation. The Company expects
to accept all validly tendered warrants for exchange and settlement on or before August 25, 2023. In addition, pursuant to the Consent Solicitation, the Company received the approval of approximately 63.7% of the outstanding public warrants and
the approval of 100% of the outstanding private placement warrants to the Warrant Amendment (as defined in the Schedule TO), which exceeds a majority of the number of then outstanding public warrants required to adopt the Warrant Amendment. On
August 23, 2023, the Company executed the Warrant Amendment.
On August 23, 2023, the Company issued a press release announcing the final results of the Offer and Consent Solicitation as set forth above. A copy of the press release is filed as Exhibit
(a)(5)(iii) to the Schedule TO and is incorporated by reference herein.
Item 12. Exhibits.
After due inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct.