Item 5.07. Submission of Matters to a Vote of Security Holders.
On
SWAG's stockholders voted on the following proposals at the meeting, each of which was approved by SWAG's stockholders:
(1) Proposal No. 1 - The Business Combination Proposal - to consider and vote upon a proposal to approve and adopt the Business Combination Agreement and the transactions contemplated therein, pursuant to which Merger Sub will merge with and into SWAG, with SWAG surviving the merger as a wholly owned subsidiary of Otonomo (the "Business Combination"). The following is a tabulation of the votes with respect to this proposal, which was approved by SWAG's stockholders:
For Against Abstain Broker Non-Votes 16,495,300 210,901 601 -
(2) Proposal No. 2 - The Charter Proposals - to approve the following material differences between SWAG's amended and restated certificate of incorporation (the "SWAG Charter") and Otonomo's amended and restated articles of association (the "Otonomo Articles") to be effective upon the consummation of the Business Combination:
i. the name of the new public entity will be "
ii. the Otonomo Articles will provide for one class of ordinary shares as opposed to the two classes of common stock provided for in the SWAG Charter;
iii. Otonomo's corporate existence is perpetual as opposed to SWAG's corporate existence terminating if a business combination is not consummated within a specified period of time; and
iv. the Otonomo Articles will not include the various provisions applicable only to special purpose acquisition corporations that the SWAG Charter contains
The following is a tabulation of the votes with respect to this proposal, which was approved by SWAG's stockholders:
For Against Abstain Broker Non-Votes 16,495,025 211,026 751 - 1
(3) Proposal No. 3 - The Adjournment Proposal - to consider and vote upon a proposal to adjourn the special meeting to a later date or dates, if necessary, if the parties are not able to consummate the Business Combination. The following is a tabulation of the votes with respect to this proposal, which was approved by SWAG's stockholders:
For Against Abstain Broker Non-Votes 16,445,990 258,560 2,252 -
Item 7.01. Regulation FD Disclosure.
Prior to the meeting, holders of an aggregate of 5,986,021 shares of SWAG's
Class A common stock, par value
The information set forth under this Item 7.01 is intended to be furnished and shall not be deemed "filed" for purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the "Exchange Act"), or otherwise subject to the liabilities of that section, nor shall it be deemed incorporated by reference in any filing under the Securities Act of 1933, as amended, or the Exchange Act, except as expressly set forth by specific reference in such filing.
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