otonomo Technologies Ltd. entered into letter of intent to acquire Software Acquisition Group Inc. II (NasdaqCM:SAII) from BlueCrest Capital Management Limited, Mithaq Capital SPC, BNPP Asset Management UK Ltd, Software Acquisition Holdings Ii Llc and others in a reverse merger transaction for approximately $970 million on December 7, 2020. otonomo Technologies Ltd. entered into a business combination agreement to acquire Software Acquisition Group Inc. II from BlueCrest Capital Management Limited, Mithaq Capital SPC, BNPP Asset Management UK Ltd, Software Acquisition Holdings Ii Llc and others in a reverse merger transaction on January 31, 2021. Pursuant to the agreement, Otonomo's existing shareholders are rolling approximately 97% of their equity into the combined company and will own approximately 92.6 million shares, representing 72% of the issued and outstanding shares immediately following closing of the business combination of the combined company. In a related transaction, otonomo entered into subscription agreements with certain investors pursuant to which, the investors have agreed to subscribe for and purchase, and otonomo has agreed to issue and sell 14.25 million ordinary shares of otonomo for an aggregate purchase price of $14.25 million. In related transactions, otonomo and Software Acquisition Group entered into confidentiality and lockup agreement, registration rights agreement, sponsor support agreement and company transaction support agreement. Upon completion, the combined company will operate under Otonomo name and will be listed on Nasdaq under the new ticker symbol “OTMO”. The name of the new public entity will be Otonomo Technologies Ltd.

Following completion of the transaction, Otonomo's highly experienced management team will operate the combined company with Ben Volkow continuing to serve as Chief Executive Officer. The transaction closing is subjected to receipt of approval from board of directors of Otonomo, board of directors of Software Acquisition, Otonomo's stockholders, Software Acquisition's stockholders, the Registration Statement shall have become effective in accordance with the provisions of the Securities Act of 1933, Otonomo's application to list the ordinary shares shall have been approved by Nasdaq, Software Acquisition having at least $5,000,001 of net tangible assets remaining prior to the transaction, execution of certain ancillary agreements including registration rights agreement, certain transaction support agreements, the confidentiality and lockup agreement and an amended and restated warrant agreement and each officer and director of Software Acquisition Group having resigned as of the closing date. As of February 1, 2021, the acquisition has been unanimously approved by board of directors of Software Acquisition Group and Otonomo. On July 10, 2021, SWAG and Otonomo entered into an amendment agreement to extend the “Termination Date” under the business combination agreement from July 31, 2021 to September 30, 2021. Software Acquisition Group Inc. II special meeting, which is set for August 12, 2021. The transaction and the Charter Proposals has been approved by SWAG's stockholders on August 12, 2021. The transaction is expected to close in second quarter of 2021. Cash proceeds from the transaction will be used to fund growth of the combined company, accelerating go-to-market strategy, strengthening our leadership position and unlocking new use cases and end markets.

Citigroup Inc. (NYSE:C) acted as a financial advisor and Ryan Maierson, John Greer, Nicholas DeNovio, Jeffrey Tochner, Adam Kestenbaum, Nathan Seltzer, Marissa Boynton, Joel Mack and Joshua Marnitz of Latham & Watkins LLP along with Amir Raz of Gross Law Firm acted as legal advisors to otonomo Technologies Ltd. Christian O. Nagler, Brooks Antweil, Stuart E. Casillas and Erin Blake of Kirkland & Ellis LLP Chaim Friedland, Timor Belan and Ari Fried of Gornitzky & Co. acted as legal advisors to Software Acquisition Group. Mark Zimkind of Continental Stock Transfer & Trust Company served as transfer agent for Software Acquisition Group. Morrow Sodali LLC acted as information agent to Software Acquisition Group. Software Acquisition Group will pay to Morrow Sodali a fee of $25,000, plus disbursements. Joshua Kiernan of Latham & Watkins (London) LLP acted as legal advisor to otonomo. B. Riley acted as capital Markets advisor in the transaction.

otonomo Technologies Ltd. completed the acquisition of Software Acquisition Group Inc. II (NasdaqCM:SAII) from BlueCrest Capital Management Limited, Mithaq Capital SPC, BNPP Asset Management UK Ltd, Software Acquisition Holdings Ii Llc and others in a reverse merger transaction on August 13, 2021. The combined company will retain the name Otonomo Technologies Ltd., and its ordinary shares and warrants are expected to commence trading on Nasdaq on August 16, 2021 under the ticker symbols “OTMO” and “OTMOW,” respectively. Otonomo's management team, led by CEO and Founder Ben Volkow, will continue to lead Otonomo. Jonathan Huberman, CEO of Software Acquisition Group, joined the Board of Directors of Otonomo upon consummation of the business combination.