Item 1.01 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.

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On the Closing Date, SWAG, Otonomo, Continental Stock Transfer & Trust Company, a New York corporation ("Continental"), and American Stock Transfer & Trust Company, a New York corporation ("AST") entered into that certain Amended and Restated Warrant Agreement ("New Warrant Agreement"). The New Warrant Agreement amends that certain Warrant Agreement, dated as of September 14, 2020, by and between SWAG and Continental (the "Existing Warrant Agreement"), to provide for the assignment by SWAG and the assumption by Otonomo of all its rights and obligations of SWAG under the Existing Warrant Agreement with respect to the Company Warrants. Pursuant to the New Warrant Agreement, all SWAG warrants under the Existing Warrant Agreement will no longer be exercisable for shares of Class A Stock, but instead will be exercisable for Company Ordinary Shares. Further, the New Warrant Agreement provides for the resignation of Continental and succession of AST as warrant agent.

The foregoing description of the New Warrant Agreement does not purport to be complete and is qualified in its entirety by reference to the text of the New Warrant Agreement which is filed as Exhibit 4.1 hereto and is incorporated herein by reference.

Item 1.02 Termination of 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.

On the Closing Date, in connection with the consummation of the Business Combination, the following material agreements of SWAG terminated in accordance with their terms: (i) that certain Investment Management Trust Agreement, dated as of September 14, 2020, between SWAG and Continental, pursuant to which Continental invested the proceeds of SWAG's initial public offering in a trust account and facilitated the SPAC Redemptions; and (ii) that certain Administrative Services Agreement, dated as of September 14, 2020, between SWAG and the Sponsor, pursuant to which an affiliate of certain officers and directors of SWAG provided office space, utilities, and secretarial and administrative support to SWAG for a fee of $10,000 per month.

Item 2.01 Completion of Acquisition or Disposition of Assets.

The information set forth in the Introductory Note and Items 1.01 and 1.02 of this Current Report on Form 8-K is incorporated by reference herein.

Item 3.01 Notice of Delisting or Failure to Satisfy a Continued Listing Rule or

Standard; Transfer of Listing.

The information set forth in the Introductory Note and Item 2.01 of this Current Report on Form 8-K is incorporated by reference herein.

In connection with the consummation of the Business Combination, on the Closing Date, SWAG and Otonomo notified The Nasdaq Capital Market ("Nasdaq") that the certificate of merger relating to the Business Combination had been filed with the Secretary of State of the State of Delaware and that SWAG's outstanding securities had been converted into Company Ordinary Shares and Company Warrants, as described in Item 1.02 above. SWAG and Otonomo jointly requested that Nasdaq delist SWAG's units, Class A common stock, and warrants on August 13, 2021, and as a result, trading of SWAG's units, Class A Stock, and warrants on Nasdaq was suspended at 4:00 p.m. Eastern time on August 13, 2021. On August 13, 2021, Nasdaq filed notifications of removal from listing and registration on Form 25, thereby commencing the process of delisting SWAG's securities from Nasdaq and deregistering the securities under Section 12(b) of the Securities Exchange Act of 1934, as amended.

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Item 3.03 Material Modification to Rights of Security Holders.

The information set forth in the Introductory Note and Item 2.01 and Item 3.01 above and Item 5.01 below of this Current Report on Form 8-K is incorporated by reference into this Item 3.03.

Item 5.01 Changes in Control of Registrant.

The information set forth in the Introductory Note and Item 2.01 of this Current Report on Form 8-K is incorporated by reference into this Item 5.01.

As a result of the consummation of the Business Combination, a change in control of SWAG occurred. Following the consummation of the Business Combination, SWAG became a wholly owned subsidiary of Otonomo.

Item 5.02 Departure of Directors or Certain Officers; Election of Directors;

Appointment of Certain Officers; Compensatory Arrangements of Certain

Officers.

The information set forth in the Introductory Note and Item 2.01 of this Current Report on Form 8-K is incorporated by reference herein.

In accordance with the terms of the Business Combination Agreement, and effective as of the Closing Date, each of SWAG's officers and directors resigned as a member of SWAG's board of directors (including any committees thereof) and/or from each officer position previously held, as applicable. These resignations were not a result of any disagreement between SWAG and the officers and directors on any matter relating to SWAG's operations, policies or practices.

Item 5.03 Amendments to Articles of Incorporation or Bylaws; Change in Fiscal

Year

The information set forth in the Introductory Note of this Current Report on Form 8-K is incorporated by reference herein.

On August 13, 2021, SWAG filed a Certificate of Merger (the "Merger Certificate") with the Secretary of State of the State of Delaware (the "Secretary of State") to effect the Business Combination. In connection with the Merger Certificate, the certificate of incorporation of SWAG was amended and restated in its entirety, effective as of the effective time of the Business Combination. A copy of SWAG's amended and restated certificate of incorporation is included as Exhibit 3.1 hereto.

The foregoing description of SWAG's amended and restated certificate of incorporation does not purport to be complete and is qualified in its entirety by reference to the complete text of such agreement, a copy of which is filed as Exhibit 3.1 to this Current Report on Form 8-K, and is incorporated by reference herein.




Item 8.01. Other Events.


Attached as Exhibit 99.1 to this Current Report on Form 8-K is the press release jointly issued by the parties announcing the consummation of the Business Combination.

Item 9.01 Financial Statements and Exhibits.

(d) Exhibits:

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Exhibit     Description
2.1†          Business Combination Agreement, dated as of January 31, 2021, by and
            among Software Acquisition Group Inc. II, Butterbur Merger Sub Inc. and
            Otonomo Technologies Ltd. (incorporated by reference to the Registrant's
            Current Report on Form 8-K (File No. 001-39514) filed on February 1,
            2021).
2.2           Amendment, dated July 10, 2021, to Business Combination Agreement, dated
            as of January 31, 2021, by and among Software Acquisition Group Inc. II,
            Butterbur Merger Sub Inc. and Otonomo Technologies Ltd. (incorporated by
            reference to the Registrant's Current Report on Form 8-K (File
            No. 001-39514) filed on July 12, 2021).
3.1           Amended and Restated Certificate of Incorporation of Otonomo Merger US
            Inc.
4.1           Amended and Restated Warrant Agreement, dated as of August 13, 2021, by
            and among Otonomo Technologies Ltd., Software Acquisition Group Inc. II,
            Continental Stock Transfer & Trust Company, and American Stock Transfer &
            Trust Company.
99.1          Press Release
104         Cover Page Interactive Data File (embedded within the Inline XBRL document)



† Certain of the exhibits and schedules to this Exhibit have been omitted in


    accordance with Regulation S-K Item 601(b)(2). The Registrant agrees to
    furnish supplementally a copy of all omitted exhibits and schedules to the
    Securities and Exchange Commission upon its request.

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