Otonomo Technologies : EXPLANATORY NOTE - Form 6-K

EXPLANATORY NOTE

On July 27, 2023, Otonomo Technologies Ltd. (the "Company") held its Annual General Meeting of Shareholders (the "Meeting"). At the Meeting, the following resolutions were approved by the shareholders:

(i)

To approve a reverse share split of the Company's ordinary shares, no par value, at a ratio in the range of 1-for-10 to 1-for-20, which final ratio is to be determined by the board of directors (the "Board") of the Company or any committee thereof and to amend and restate the Company's Amended and Restated Articles of Association accordingly, including reducing the Company's authorized share capital by a corresponding proportion.

(ii)	To approve and ratify the appointment of Somekh Chaikin, certified public accountants in Israel and a member of KPMG International, as the Company's auditors for the year 2023 and for an additional period until the next annual general meeting.

(iii)

To approve the re-election of Mr. Jonathan Huberman and Ms. Vered Raviv Schwarz to the Board until the end of the third annual general meeting held after the date of their re-appointment.

This Report on Form 6-K is hereby incorporated by reference into the Company's Registration Statements on Form F-3 (Registration No. 333-264771) and S-8 (Registration No. 333-261641).

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