UNITED
STATES
SECURITIES AND EXCHANGE COMMISSION
Washington,
D.C. 20549
FORM
8-K
CURRENT
REPORT
Pursuant to Section 13 or Section 15(d)
of the Securities Exchange Act of 1934
Date
of Report (Date of earliest event reported): July 10, 2021
SOFTWARE
ACQUISITION GROUP INC. II
(Exact name of registrant as specified in its charter)
Delaware
|
|
001-39514
|
|
85-1525734
|
(State
or other jurisdiction of
|
|
(Commission File Number)
|
|
(I.R.S. Employer
|
incorporation or organization)
|
|
|
|
Identification Number)
|
1980
Festival Plaza Drive, Suite 300
Las
Vegas, Nevada 89135
(310)
991-4982
(Address, including zip code, and telephone number, including area code, of registrant’s principal executive offices)
Not Applicable
(Former
name or former address, if changed since last report)
Check
the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation to the registrant under
any of the following provisions:
☒
|
Written
communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
|
|
|
☐
|
Soliciting
material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
|
|
|
☐
|
Pre-commencement
communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
|
|
|
☐
|
Pre-commencement
communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))
|
Securities
registered pursuant to Section 12(b) of the Act:
Title of each class
|
|
Trading Symbols
|
|
Name of each exchange on which registered
|
Units, each consisting of one share of Class A common stock and one-half of one redeemable warrant
|
|
SAIIU
|
|
The Nasdaq Capital Market
|
Class A common stock
|
|
SAII
|
|
The Nasdaq Capital Market
|
Warrants, each exercisable for one share of Class A common stock at an exercise price of $11.50
|
|
SAIIW
|
|
The Nasdaq Capital Market
|
Indicate
by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 or Rule 12b-2
of the Securities Exchange Act of 1934.
Emerging
growth company ☒
If
an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying
with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐
Item
1.01 Entry into a Material Definitive Agreement.
As
previously disclosed, on January 31, 2021, Software Acquisition Group Inc. II, a Delaware corporation (“SWAG”) entered
into a business combination agreement (the “Business Combination Agreement”) with Otonomo Technologies Ltd., a company
organized under the laws of the State of Israel (the “Company” or “Otonomo”) and Butterbur Merger
Sub Inc., a Delaware corporation and wholly owned subsidiary of the Company (“Merger Sub”).
On
July 10, 2021, SWAG, Otonomo and Merger Sub entered into an amendment (the “Amendment”) to the Business Combination
Agreement to extend the “Termination Date” under the Business Combination Agreement from July 31, 2021 to September 30, 2021.
The
foregoing description of the Amendment is not complete and is subject to and qualified in its entirety by reference to the Amendment,
a copy of which is filed with this Current Report on Form 8-K as Exhibit 2.1, and the terms of which are incorporated by reference herein.
Additional
Information
This
Current Report on Form 8-K (this “Report”) relates to a proposed business combination between SWAG and Otonomo (the “Business
Combination”). In connection with the proposed business combination, Otonomo has filed a registration statement on Form F-4 that
includes a preliminary proxy statement of SWAG in connection with SWAG’s solicitation of proxies for the vote by SWAG’s stockholders
with respect to the proposed Business Combination and a prospectus of Otonomo. Once the registration statement is effective, the proxy
statement/prospectus will be sent to all Company stockholders and Otonomo and SWAG will also file other documents regarding the proposed
Business Combination with the SEC. This Report does not contain all the information that should be considered concerning the proposed
Business Combination and is not intended to form the basis of any investment decision or any other decision in respect of the Business
Combination. Before making any voting or investment decision, investors and security holders are urged to read the registration statement,
the proxy statement/prospectus and all other relevant documents filed or that will be filed with the SEC in connection with the proposed
Business Combination as they become available because they will contain important information about the proposed Transactions.
Investors
and security holders will be able to obtain free copies of the registration statement, proxy statement/prospectus and all other relevant
documents filed or that will be filed with the SEC by Otonomo and SWAG through the website maintained by the SEC at www.sec.gov. In addition,
the documents filed by Otonomo may be obtained free of charge from the Otonomo’s website at www.otonomo.io or by written request
to Otonomo at Otonomo Technologies Ltd., 16 Abba Eban Blvd., Herzliya Pituach 467256, Israel.
Participants
in Solicitation
Otonomo,
SWAG and their respective directors and executive officers may be deemed to be participants in the solicitation of proxies from SWAG’s
shareholders with respect to the proposed Business Combination. You can find information about SWAG’s directors and executive officers
and their ownership of SWAG’s securities in SWAG’s final prospectus relating to its initial public offering, dated September
14, 2020, which was filed with the SEC on September 15, 2020 and is available free of charge at the SEC’s web site at www.sec.gov.
Additional information regarding the participants in the solicitation of proxies from SWAG’s shareholders and their direct and
indirect interests will be included in the proxy statement/prospectus for the proposed Business Combination when it becomes available.
Shareholders, potential investors and other interested persons should read the proxy statement/prospectus carefully when it becomes available
before making any voting or investment decisions. You may obtain free copies of these documents from the sources indicated above.
Forward-Looking
Statements
This
Report includes forward-looking statements within the meaning of the federal securities laws with respect to the proposed Business Combination
between Otonomo and SWAG, including statements regarding the anticipated timing of the Business Combination. These forward-looking statements
are generally identified by terminology such as “believe,” “may,” “will,” “potentially,”
“estimate,” “continue,” “anticipate,” “intend,” “could,” “would,”
“project,” “target,” “plan,” “expect,” or the negatives of these terms or variations
of them or similar terminology. These forward-looking statements are based upon estimates and assumptions that, while considered reasonable
by SWAG and its management, and Otonomo and its management, as the case may be, are inherently uncertain. Such forward-looking statements
are subject to risks, uncertainties, and other factors that could cause actual results to differ materially from those expressed or implied
by such forward looking statements. New risks and uncertainties may emerge from time to time, and it is not possible to predict all risks
and uncertainties. Many factors could cause actual future events to differ materially from the forward-looking statements in this Report,
including but not limited to: (i) the risk that the transaction may not be completed in a timely manner or at all, which may adversely
affect the price of SWAG’s securities, (ii) the risk that the transaction may not be completed by SWAG’s Business Combination
deadline and the potential failure to obtain an extension of the Business Combination deadline if sought by SWAG, (iii) the failure to
satisfy the conditions to the consummation of the transaction, including the adoption of the Business Combination Agreement by the shareholders
of Otonomo and SWAG, the satisfaction of the minimum trust account amount following redemptions by SWAG’s public shareholders and
the receipt of certain governmental and regulatory approvals, (iv) the lack of a third party valuation in determining whether to pursue
the proposed Business Combination, (v) the occurrence of any event, change or other circumstance that could give rise to the termination
of the Business Combination Agreement, (vi) the effect of the announcement or pendency of the transaction on Otonomo’s business
relationships, performance, and business generally, (vii) risks that the proposed Business Combination disrupts current plans of Otonomo
and potential difficulties in Otonomo employee retention as a result of the proposed transaction, (viii) the outcome of any legal proceedings
that may be instituted against Otonomo or against SWAG related to the Business Combination agreement or the proposed Business Combination,
(ix) the ability of Otonomo to list its ordinary shares on the Nasdaq, (x) volatility in the price of the combined company’s securities
due to a variety of factors, including changes in the competitive and highly regulated industries in which Otonomo plans to operate,
variations in performance across competitors, changes in laws and regulations affecting Otonomo’s business and changes in the combined
capital structure, and (xi) the ability to implement business plans, forecasts, and other expectations after the completion of the proposed
Business Combination, and to identify and realize additional opportunities. The foregoing list of factors is not exhaustive. You should
carefully consider the foregoing factors and the other risks and uncertainties described in the “Risk Factors” section of
SWAG’s, Quarterly Report on Form 10-Q, and other documents filed by SWAG from time to time with the U.S. Securities and Exchange
Commission (the “SEC”) and the registration statement on Form F-4 and proxy statement/prospectus discussed above. These filings
identify and address other important risks and uncertainties that could cause actual events and results to differ materially from those
contained in the forward-looking statements. Forward-looking statements speak only as of the date they are made. Readers are cautioned
not to put undue reliance on forward-looking statements, and Otonomo and SWAG assume no obligation and do not intend to update or revise
these forward-looking statements, whether as a result of new information, future events, or otherwise.
Nothing
in this Report should be regarded as a representation by any person that the forward-looking statements set forth herein will be achieved
or that any of the contemplated results of such forward-looking statements will be achieved. You should not place undue reliance on forward-looking
statements in this Report, which speak only as of the date they are made and are qualified in their entirety by reference to the cautionary
statements herein. Neither Otonomo nor SWAG undertakes any duty to update these forward-looking statements.
Any
financial and capitalization information or projections in this Report are forward-looking statements that are based on assumptions that
are inherently subject to significant uncertainties and contingencies, many of which are beyond Otonomo’s and SWAG’s control.
While such information and projections are necessarily speculative, Otonomo and SWAG believe that the preparation of prospective financial
information involves increasingly higher levels of uncertainty the further out the projection extends from the date of preparation. The
assumptions and estimates underlying the projected results are inherently uncertain and are subject to a wide variety of significant
business, economic and competitive risks and uncertainties that could cause actual results to differ materially from those contained
in the projections. The inclusion of financial information or projections in this Report should not be regarded as an indication that
Otonomo or SWAG, or their respective representatives and advisors, considered or consider the information or projections to be a reliable
prediction of future events.
Item
9.01 Financial Statements and Exhibits.
(d)
Exhibits
SIGNATURE
Pursuant
to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by
the undersigned hereunto duly authorized.
Dated:
July 12, 2021
|
SOFTWARE ACQUISITION GROUP INC. II
|
|
|
|
|
By:
|
/s/ Jonathan S. Huberman
|
|
Name:
|
Jonathan S. Huberman
|
|
Title:
|
Chief Executive Officer
|
3
Software Acquisition Gro... (NASDAQ:SAII)
Historical Stock Chart
From Aug 2024 to Sep 2024
Software Acquisition Gro... (NASDAQ:SAII)
Historical Stock Chart
From Sep 2023 to Sep 2024