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,
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
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
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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
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 ofJanuary 31, 2021 , by and amongSoftware Acquisition Group Inc. II ,Butterbur Merger Sub Inc. andOtonomo Technologies Ltd. (incorporated by reference to the Registrant's Current Report on Form 8-K (File No. 001-39514) filed onFebruary 1, 2021 ). 2.2 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. (incorporated by reference to the Registrant's Current Report on Form 8-K (File No. 001-39514) filed onJuly 12, 2021 ). 3.1 Amended and Restated Certificate of Incorporation of Otonomo Merger US Inc. 4.1 Amended and Restated Warrant Agreement, dated as ofAugust 13, 2021 , by and amongOtonomo Technologies Ltd. ,Software Acquisition Group Inc. II ,Continental Stock Transfer & Trust Company , andAmerican 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 theSecurities and Exchange Commission upon its request.
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