UNITED STATES SECURITIES AND EXCHANGE COMMISSION

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 8-K

CURRENT REPORT

Pursuant to Section 13 or Section 15(d) of the Securities Exchange Act of 1934

Date of ~~the~~Report ~~Securities~~(Date ~~Exchange~~of ~~Act~~earliest ofevent ~~1934~~reported): April 23, 2021

~~Date~~SOFTWARE ofACQUISITION GROUP ~~Report~~INC. II (~~Date~~Exact name of ~~earliest~~registrant ~~event~~as ~~reported):~~specified ~~March 11,~~in ~~2021~~its charter)

SOFTWARE ACQUISITION GROUP INC. II

Delaware		001-39514		85-1525734
(State or other jurisdiction of incorporation or organization)		(Commission File Number)		(I.R.S. Employer Identification No.)

~~(Exact~~1980 ~~name~~Festival ofPlaza ~~registrant~~Drive asSte. ~~specified~~300 Las inVegas, ~~its~~Nevada ~~charter)~~ 89135

Delaware		001-39514		85-1525734
(State or other jurisdiction of incorporation or organization)		(Commission File Number)		(I.R.S. Employer Identification Number)

1980 Festival Plaza Drive, Suite 300

Las Vegas, Nevada 89135

(310) 991-4982

(Address, including zip code, and telephone number, including area code, of registrant’s principal executive offices)

Not Applicable

(Former name or former address, if changed since last report)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation toof the registrant under any of the following provisions:

☒☐ Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

☐

Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

☐

Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

☐

Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Securities registered pursuant to Section 12(b) of the Act:

Title of each class	Trading ~~Symbols~~Symbol(s)	Name of each exchange on which registered
Units, each consisting of one share of Class	SAIIU	The Nasdaq Capital Market
Units, each consisting of one share of Class A Common Stock and one-half of one Redeemable Warrant	SAIIU	The Nasdaq Capital Market
A common stock and one-half of one redeemable warrant Class A common stock	SAII	The Nasdaq Capital Market
Class A Common Stock, par value $0.0001 per share	SAII	The Nasdaq Capital Market
Warrants, each exercisable for one share of Class A common stock at an exercise price of $11.50	SAIIW	The Nasdaq Capital Market
Warrants, each exercisable for one share Class A Common Stock for $11.50 per share	SAIIW	The Nasdaq Capital Market

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).

Emerging growth company ☒

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐

Item 24.02 ~~Results~~Non-Reliance ofon ~~Operations~~Previously ~~and~~Issued Financial ~~Condition~~Statements or Related Audit Report or Completed Interim Report.

~~The~~On ~~information~~April ~~set~~12, ~~forth~~2021, inthe ~~Item~~Acting 8Director of the Division of Corporation Finance and Acting Chief Accountant of the Securities and Exchange Commission (“SEC”) together issued a statement regarding the accounting and reporting considerations for warrants issued by special purpose acquisition companies entitled “Staff Statement on Accounting and Reporting Considerations for Warrants Issued by Special Purpose Acquisition Companies (“SPACs”) (the “SEC Statement”).01 toSpecifically, ~~this~~the ~~Current~~SEC ~~Report~~Statement focused on ~~Form~~certain settlement terms and provisions related to certain tender offers following a business combination, which terms are similar to those contained in the warrant agreement, dated as of September 14, 2020, between Software Acquisition Group Inc. II (the “Company”) and Continental Stock Transfer & Trust Company, a New York corporation, as warrant agent. As a result of the SEC Statement, the Company reevaluated the accounting treatment of (i) the 8-K,625,000 isredeemable ~~incorporated~~warrants (the “Public Warrants”) that were included in the units issued by ~~reference~~the Company in its initial ~~into~~public ~~this~~offering ~~Item~~(the 2“IPO”) and (ii) the 5,200,000 warrants (together with the Public Warrants, the “Warrants”) that were issued to the Company’s sponsor in a private placement that closed concurrently with the closings of the IPO, and determined to classify the Warrants as derivative liabilities measured at fair value, with changes in fair value each period reported in earnings.~~02.~~ While the Company has not generated any operating revenues to date and will not generate any operating revenues until after completion of its initial business combination, at the earliest, the change in fair value of the Warrants is a non-cash charge and will be reflected in the Company’s statement of operations.

~~Item~~On 8April 23, 2021, after consultation with Marcum LLP, the Company’s independent registered public accounting firm (the “Independent Accountants”), the Company’s management and the Audit Committee of the Company’s Board of Directors (the “Audit Committee”) concluded that, in light of the SEC Statement, it is appropriate to restate (i) certain items on the Company’s previously issued audited balance sheet dated as of September 17, 2020, which was related to its IPO, (ii) the Company’s quarterly unaudited financial statements for the period ended September 30, 2020 and (iii) the Company’s previously issued audited financial statements as of December 31, 2020 and for the period from June 16, 2020 (inception) through December 31, 2020 (the “Relevant Periods”).01 ~~Other~~Considering ~~Events~~such restatement, such financial statements should no longer be relied upon. The Company will file an amendment to its Annual Report on Form 10-K as of December 31, 2020 and for the period from June 16, 2020 (inception) through December 31, 2020, which will include the restated audited financial statements for the Relevant Periods.

AsGoing ~~previously announced~~forward, onunless ~~January 31,~~we ~~2021,~~amend ~~Software Acquisition Group Inc. II (~~the ~~“Company”)~~terms ~~entered~~of ~~into~~our ~~a Business~~warrant ~~Combination~~agreement, ~~Agreement~~we ~~(the~~expect ~~“Business~~to ~~Combination~~continue ~~Agreement”)~~to ~~with~~classify ~~Otonomo~~our ~~Technologies~~warrants ~~Inc.~~as ~~(“Otonomo”)~~a ~~and Butterbur Merger Sub Inc. On March 11~~liabilities, ~~2021,~~which ~~Otonomo~~would ~~filed~~require aus ~~Registration~~to ~~Statement~~incur ~~on Form F-4 with~~ the ~~Securities~~cost ~~and Exchange Commission that contains a preliminary proxy statement~~ of ~~the~~measuring ~~Company (~~the ~~“Preliminary Proxy”) and a preliminary prospectus of Otonomo. The Preliminary Proxy contains~~ ~~the~~fair ~~audited~~value ~~financial statements~~ of the ~~Company~~warrant ~~as of December 31~~liabilities, ~~2020~~ and ~~for~~which ~~the~~may ~~period~~have ~~from~~an ~~June 16,~~adverse ~~2020~~effect ~~(inception)~~on ~~through~~our ~~December 31,~~results ~~2020 and the related Management’s Discussion and Analysis~~ of ~~Results of Operations and Financial Condition, which are filed as exhibits 99~~operations.~~1 and 99.2 hereto, respectively, and are incorporated herein by reference.~~

The Company’s management and the Audit Committee have discussed the matters disclosed in this Current Report on Form 8-K pursuant to this Item 4.02 with the Independent Accountants.

Additional Information

This Current Report on Form 8-K (this “Report”) relates to a proposed business combination (the “Business Combination”) between the Company and Otonomo ~~(the~~Technologies Ltd. (“~~Business Combination~~Otonomo”). In connection with the proposed ~~business~~Business ~~combination~~Combination, Otonomo ~~intends~~has tofiled ~~file~~ a registration statement on Form F-4 that ~~will include~~includes a proxy statement of the Company in connection with the Company’s solicitation of proxies for the vote by the Company’s stockholders with respect to the proposed Business Combination and a prospectus of Otonomo. The proxy statement/prospectus will be sent to all Company stockholders and Otonomo and the Company will also file other documents regarding the proposed Business Combination with the SEC. This Report does not contain all the information that should be considered concerning the proposed Business Combination and is not intended to form the basis of any investment decision or any other decision in respect of the Business Combination. Before making any voting or investment decision, investors and security holders are urged to read the registration statement, the proxy statement/prospectus and all other relevant documents filed or that will be filed with the SEC in connection with the proposed Business Combination as they become available because they will contain important information about the proposed ~~Transactions~~transactions.

Investors and security holders will be able to obtain free copies of the registration statement, proxy statement/prospectus and all other relevant documents filed or that will be filed with the SEC by Otonomo and the Company through the website maintained by the SEC at www.sec.gov. In addition, the documents filed by Otonomo may be obtained free of charge from the Otonomo’s website at www.otonomo.io or by written request to Otonomo at Otonomo Technologies Ltd., 16 Abba Eban Blvd., Herzliya Pituach 467256, Israel.

Participants in Solicitation

Otonomo, the Company and their respective directors and executive officers may be deemed to be participants in the solicitation of proxies from the Company’s shareholders with respect to the proposed Business Combination. You can find information about the Company’s directors and executive officers and their ownership of the Company’s securities in the Company’s final prospectus relating to its initial public offering, dated September 14, 2020, which was filed with the SEC on September 15, 2020 and is available free of charge at the SEC’s web site at www.sec.gov. Additional information regarding the participants in the solicitation of proxies from the Company’s shareholders and their direct and indirect interests will be included in the proxy statement/prospectus for the proposed Business Combination when it becomes available. Shareholders, potential investors and other interested persons should read the proxy statement/prospectus carefully when it becomes available before making any voting or investment decisions. You may obtain free copies of these documents from the sources indicated above.

Forward-Looking Statements

This Report includes forward-looking statements within the meaning of the federal securities laws with respect to the proposed Business Combination between Otonomo and the Company, including statements regarding the anticipated timing of the Business Combination. These forward-looking statements are generally identified by terminology such as “believe,” “may,” “will,” “potentially,” “estimate,” “continue,” “anticipate,” “intend,” “could,” “would,” “project,” “target,” “plan,” “expect,” or the negatives of these terms or variations of them or similar terminology. These forward-looking statements are based upon estimates and assumptions that, while considered reasonable by the Company and its management, and Otonomo and its management, as the case may be, are inherently uncertain. Such forward-looking statements are subject to risks, uncertainties, and other factors that could cause actual results to differ materially from those expressed or implied by such forward looking statements. New risks and uncertainties may emerge from time to time, and it is not possible to predict all risks and uncertainties. Many factors could cause actual future events to differ materially from the forward-looking statements in this Report, including but not limited to: (i) the risk that the transaction may not be completed in a timely manner or at all, which may adversely affect the price of the Company’s securities, (ii) the risk that the transaction may not be completed by the Company’s Business Combination deadline and the potential failure to obtain an extension of the Business Combination deadline if sought by the Company, (iii) the failure to satisfy the conditions to the consummation of the transaction, including the adoption of the Business Combination Agreement by the shareholders of Otonomo and the Company, the satisfaction of the minimum trust account amount following redemptions by the Company’s public shareholders and the receipt of certain governmental and regulatory approvals, (iv) the lack of a third party valuation in determining whether to pursue the proposed Business Combination, (v) the occurrence of any event, change or other circumstance that could give rise to the termination of the Business Combination Agreement, (vi) the effect of the announcement or pendency of the transaction on Otonomo’s business relationships, performance, and business generally, (vii) risks that the proposed Business Combination disrupts current plans of Otonomo and potential difficulties in Otonomo employee retention as a result of the proposed transaction, (viii) the outcome of any legal proceedings that may be instituted against Otonomo or against the Company related to the Business Combination agreement or the proposed Business Combination, (ix) the ability of Otonomo to list its ordinary shares on the Nasdaq, (x) volatility in the price of the combined company’s securities due to a variety of factors, including changes in the competitive and highly regulated industries in which Otonomo plans to operate, variations in performance across competitors, changes in laws and regulations affecting Otonomo’s business and changes in the combined capital structure, and (xi) the ability to implement business plans, forecasts, and other expectations after the completion of the proposed Business Combination, and to identify and realize additional opportunities. The foregoing list of factors is not exhaustive. You should carefully consider the foregoing factors and the other risks and uncertainties described in the “Risk Factors” section of the Company’s, Quarterly Report on Form 10-Q, and other documents filed by the Company from time to time with the U.S. Securities and Exchange Commission (the “SEC”) and the registration statement on Form F-4 and proxy statement/prospectus discussed above. These filings identify and address other important risks and uncertainties that could cause actual events and results to differ materially from those contained in the forward-looking statements. Forward-looking statements speak only as of the date they are made. Readers are cautioned not to put undue reliance on forward-looking statements, and Otonomo and the Company assume no obligation and do not intend to update or revise these forward-looking statements, whether as a result of new information, future events, or otherwise.

Nothing in this Report should be regarded as a representation by any person that the forward-looking statements set forth herein will be achieved or that any of the contemplated results of such forward-looking statements will be achieved. You should not place undue reliance on forward-looking statements in this Report, which speak only as of the date they are made and are qualified in their entirety by reference to the cautionary statements herein. Neither Otonomo nor the Company undertakes any duty to update these forward-looking statements.

Any financial and capitalization information or projections in this Report are forward-looking statements that are based on assumptions that are inherently subject to significant uncertainties and contingencies, many of which are beyond Otonomo’s and the Company’s control. While such information and projections are necessarily speculative, Otonomo and the Company believe that the preparation of prospective financial information involves increasingly higher levels of uncertainty the further out the projection extends from the date of preparation. The assumptions and estimates underlying the projected results are inherently uncertain and are subject to a wide variety of significant business, economic and competitive risks and uncertainties that could cause actual results to differ materially from those contained in the projections. The inclusion of financial information or projections in this Report should not be regarded as an indication that Otonomo or the Company, or their respective representatives and advisors, considered or consider the information or projections to be a reliable prediction of future events.

3 SIGNATURE

~~Item~~Pursuant ~~9.01~~to ~~Financial~~the ~~Statements~~requirements ~~and~~of ~~Exhibits~~the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

Exhibit No.		Name
99.1		Audited Financial Statements of Software Acquisition Group Inc. II as of December 31, 2020 and for the period from June 16, 2020 (inception) through December 31, 2020.
99.2		Management’s Discussion and Analysis of Financial Condition and Results of Operations

Dated: April 28, 2021

4SOFTWARE ACQUISITION GROUP INC. II By: /s/ Jonathan S. Huberman Name: Jonathan S. Huberman Title: Chief Executive Officer

SIGNATURE

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

Dated: March 11, 2021

SOFTWARE ACQUISITION GROUP INC. II By: /s/ Jonathan S. Huberman Name: Jonathan S. Huberman Title: Chief Executive Officer

Filing Compare · Otonomo Merger US Inc.