Filed by Otonomo Technologies Ltd. pursuant to
Rule 425 under the Securities Act of 1933
and deemed filed pursuant to Rule 14a-12
under the Securities Exchange Act of 1934
Subject Company: Software Acquisition Group Inc. II
Commission File No.: 001-39514
Software Acquisition Group Inc. II Announces Filing of Registration Statement on Form F-4 by Otonomo Technologies
Ltd. in Connection With Its Proposed Business Combination with Otonomo
HERZLIYA, ISRAEL & LAS VEGAS, NEVADA
March 12, 2021- Software Acquisition Group Inc II (NASDAQ: SAII) (Software Acquisition Group), a US publicly-traded special purpose acquisition company, announced today that Otonomo Technologies Ltd.
(Otonomo) has filed with the U.S. Securities and Exchange Commission (SEC) a registration statement on Form F-4 (the Registration Statement), which contains a preliminary
proxy statement/prospectus, in connection with Software Acquisition Groups recently-announced proposed business combination with Otonomo, the premier one-stop shop for vehicle data. The board of the
directors of the combined company will include Jonathan Huberman, Software Acquisition Groups CEO. While the Registration Statement has not yet become effective and the information contained therein is subject to change, it provides important
information about Software Acquisition Group, Otonomo, and the proposed business combination.
Software Acquisition Groups Class A common stock
is currently traded on NASDAQ under the symbol SAII. In connection with the closing of the transaction, Otonomos ordinary shares are expected to be listed on Nasdaq under the ticker symbol OTMO. Completion of the
transaction, which is expected in the second quarter of 2021, is subject to approval by Software Acquisition Group stockholders, the Registration Statement being declared effective by the SEC and other customary closing conditions.
Institutional investors including Fidelity Management & Research Company LLC, BNP Paribas Asset Management Energy Transition Fund and Senvest
Management LLC, with support from strategic investors Dell Technologies Capital, and Hearst Ventures, have committed to a primary and secondary private investment of $172.5 million in ordinary shares of Otonomo that will close concurrently with
the business combination. The transaction is expected to result in excess of $307 million in cash comprised of Software Acquisition Groups $172.5 million of cash in trust, assuming no redemptions by public stockholders, and the PIPE
commitments.
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About Otonomo
Otonomo fuels a data ecosystem of OEMs,
fleets and more than 100 service providers. Our platform securely ingests more than 4 billion data points per day from over 40 million global connected vehicles, then reshapes and enriches it, to accelerate time to market for new services
that improve the in-and-around the car experience. Privacy by design and neutrality are at the core of our platform, which enables GDPR, CCPA, and other
privacy-regulation-compliant solutions using both personal and aggregate data. Use cases include emergency services, mapping, EV management, subscription-based services, parking, predictive maintenance, insurance, media, in-vehicle services, traffic management, and smart city solutions. Otonomo is headquartered and has an R&D center in Israel, and it has a presence in the United States, and Europe.
For more information, visit www.otonomo.io.
About
Software Acquisition Group
Software Acquisition Group, Inc. II. is a blank check company formed for the purpose of effecting a merger, capital stock
exchange, asset acquisition, stock purchase, reorganization or similar business combination. Software Acquisition securities are listed on the Nasdaq Capital Market under the ticker symbols SAII, SAIIU and SAIIW.