As previously disclosed, January 31, 2021, Software
Acquisition Group Inc. II, a Delaware corporation (“SWAG”) entered
into a business combination agreement (as amended, 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 August 13, 2021 (the “Closing Date”), as contemplated by
the Business Combination Agreement, Merger Sub merged with and into
SWAG, with SWAG surviving as a wholly-owned subsidiary of Otonomo
(the “Business Combination”). Additionally, on the Closing Date,
Otonomo completed the sale of ordinary shares of Otonomo (“Company
Ordinary Shares”) to certain accredited investors (“Investors”), at
a price per share of $10.00, for gross proceeds to Otonomo of
approximately $142.5 million, pursuant to a series of
subscription agreements (“Subscription Agreements”) entered into by
Otonomo and the Investors concurrently with the execution of the
Business Combination Agreement.
On the Closing Date, after giving effect to the redemption of an
aggregate of 5,986,205 shares of SWAG’s Class A common stock,
par value $0.0001 per share (“Class A Stock”) in accordance
with the terms of SWAG’s amended and restated certificate of
incorporation (“SPAC Redemptions”), the securityholders of Otonomo
will own approximately 73.9% of the 125,634,136 issued and
outstanding Company Ordinary Shares and the securityholders of
SWAG, Software Acquisition Holdings II LLC (the “Sponsor”), the
Investors and certain additional investors purchasing PIPE shares
from current securityholders of Otonomo will own the remaining
issued and outstanding Company Ordinary Shares.
On the Closing Date, the following securities issuances were made
by Otonomo to SWAG’s securityholders: (i) each outstanding
share of Class B common stock of SWAG was exchanged for one
Company Ordinary Share, (ii) each outstanding share of
Class A Stock was exchanged for one Company Ordinary Share,
and (iii) each outstanding warrant of SWAG was assumed by
Otonomo and became a warrant of Otonomo (“Company Warrant”).
In addition, on the Closing Date and in connection with the
consummation of the Business Combination, (i) each outstanding
preferred share of Otonomo was converted into one Company Ordinary
In addition, on the Closing Date and as further described under
Item 5.03 below, the registrant was renamed “Otonomo Merger US
Inc.” (the “Name Change”). References herein to “SWAG” refer to
Software Acquisition Group Inc. II prior to the Name Change and to
Otonomo Merger US Inc. following the Name Change.
The description of the Business Combination Agreement contained in
this Current Report on Form 8-K does not purport to be complete and
is qualified in its entirety by the text of the Business
Combination Agreement, which was filed as Exhibit 2.1 to SWAG’s
Current Report on Form 8-K
filed on February 1, 2021, as amended by the Amendment
thereto, dated July 10, 2021, which was filed as Exhibit 2.1
to SWAG’s Current Report on Form 8-K filed on July 12, 2021, and is
incorporated by reference herein.
Entry into a Material Definitive Agreement.
The information set forth in the Introductory Note of this Current
Report on Form 8-K is
incorporated herein by reference.