Item 1.01 Entry into a Material Definitive Agreement.
As previously disclosed, on
On
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
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
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
1 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
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 Exhibit No. Description 2.1 Amendment, datedJuly 10, 2021 , to Business Combination Agreement, dated as ofJanuary 31, 2021 , by and amongSoftware Acquisition Group Inc. II ,Butterbur Merger Sub Inc. andOtonomo Technologies Ltd. 2
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