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~~PURSUANT ofTO ~~Report~~SECTION ~~(Date~~13 ofOR ~~earliest event reported~~15(d): ~~July~~OF ~~10, 2021~~THE

~~SOFTWARE~~SECURITIES ~~ACQUISITION~~EXCHANGE ~~GROUP~~ACT ~~INC.~~OF ~~II (Exact name of registrant as specified in its charter)~~1934

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

Date of Report (Date of earliest event reported): August 12, 2021

~~1980~~Software ~~Festival~~Acquisition ~~Plaza~~Group ~~Drive,~~Inc. ~~Suite 300~~II

(Exact name of registrant as specified in its charter)

Delaware

001-39514

85-1525734

(state or other jurisdiction

of incorporation)

(Commission File Number)

(IRS Employer

Identification No.)

1980 Festival Plaza Drive, Ste. 300

Las Vegas, Nevada 89135

(~~310) 991-4982 (~~Address, of ~~including~~principal ~~zip~~executive ~~code~~offices, ~~and telephone number,~~ including ~~area~~zip code~~, of registrant’s principal executive offices~~)

Registrant’s telephone number, including area code: 310-991-4982

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 A common stock and one-half of one redeemable warrant	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 Stock Market LLC
Class A common stock	SAII	The Nasdaq Capital Market
Class A Common Stock, par value $0.0001 per share	SAII	The Nasdaq Stock Market LLC
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 Stock Market LLC

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 15.0107. ~~Entry~~Submission ~~into~~of Matters to a ~~Material~~Vote ~~Definitive~~of ~~Agreement~~Security Holders.

AsOn ~~previously~~August ~~disclosed~~12, ~~on January 31,~~ 2021, Software Acquisition Group Inc. II, (“SWAG”) held a ~~Delaware~~special ~~corporation~~meeting of stockholders (the “~~SWAG~~Meeting”) ~~entered~~, which was called to approve the proposals relating to the entry into aand ~~business~~consummation ~~combination~~of ~~agreement~~the Business Combination Agreement, dated as of January 31, 2021 (as amended to date, the “Business Combination Agreement”), ~~with~~among SWAG, Otonomo Technologies Ltd., a ~~company~~ company organized under the laws of the State of Israel (~~the~~ “~~Company” or “~~Otonomo”) and Butterbur Merger Sub Inc., a Delaware corporation (“Merger ~~and~~Sub”). ~~wholly~~An ~~owned~~aggregate ~~subsidiary~~of 16,706,802 shares of SWAG common stock were represented in person or by proxy at the ~~Company~~Meeting, which ~~(“Merger~~represents ~~Sub”)~~a quorum of the outstanding common stock entitled to vote as of the record date of July 2, 2021.

~~On July 10, 2021,~~ SWAG~~, Otonomo and Merger Sub entered into an amendment (the “Amendment”) to the Business Combination~~’s ~~Agreement~~stockholders tovoted ~~extend~~on the ~~“Termination~~following ~~Date”~~proposals ~~under~~at the ~~Business~~meeting, ~~Combination~~each ~~Agreement~~of ~~from~~which ~~July~~was ~~31,~~approved ~~2021~~by toSWAG’s ~~September 30, 2021.~~stockholders:

~~The~~(1) ~~foregoing~~Proposal ~~description~~No. of1 ~~the~~– ~~Amendment~~The isBusiness ~~not~~Combination ~~complete~~Proposal – to consider and isvote ~~subject~~upon a proposal to approve and ~~qualified~~adopt inthe ~~its~~Business Combination ~~entirety~~Agreement byand ~~reference~~the totransactions ~~the~~contemplated ~~Amendment~~therein, a ~~copy~~pursuant ofto which isMerger ~~filed~~Sub will merge with ~~this~~and ~~Current~~into ~~Report~~SWAG, onwith ~~Form~~SWAG surviving ~~8-K~~the merger as ~~Exhibit~~a ~~2.1,~~wholly ~~and~~owned subsidiary of Otonomo (the ~~terms~~“Business Combination”). The following is a tabulation of the votes with respect to this proposal, which ~~are~~was ~~incorporated~~approved by ~~reference~~SWAG’s ~~herein.~~stockholders:

Additional Information

For		Against		Abstain		Broker Non-Votes
16,495,300		210,901		601		—

~~This~~(2) ~~Current~~Proposal ~~Report~~No. on2 ~~Form~~– ~~8-K~~The ~~(this~~Charter ~~“Report”)~~Proposals ~~relates~~– to aapprove ~~proposed business combination between SWAG and Otonomo (~~the ~~“Business Combination”).~~following Inmaterial ~~connection~~differences ~~with~~between ~~the proposed business combination, Otonomo has filed a registration statement on Form F-4 that includes a preliminary proxy statement of~~ SWAG ~~in connection with SWAG~~’s ~~solicitation~~amended ~~of proxies for the vote by SWAG’s stockholders~~and ~~with~~restated ~~respect~~certificate ~~to the proposed Business Combination and a prospectus~~ of ~~Otonomo.~~incorporation ~~Once~~ (the ~~registration~~“SWAG ~~statement~~Charter”) ~~is effective, the proxy statement/prospectus will be sent to all Company stockholders~~ and Otonomo’s ~~and~~amended SWAG 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 isrestated ~~not~~articles ~~intended to form the basis~~ of ~~any investment decision or any other decision in respect of~~ association (the ~~Business Combination.~~“Otonomo ~~Before~~Articles”) ~~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~~effective ~~with~~upon the ~~SEC~~consummation inof ~~connection with~~ the ~~proposed~~ Business Combination ~~as they become available because they will contain important information about the proposed Transactions.~~:

~~Investors~~i. ~~and~~the ~~security~~name ~~holders will be able to obtain free copies~~ of the ~~registration~~new ~~statement,~~public ~~proxy~~entity ~~statement/prospectus and all other relevant documents filed or that~~ will be ~~filed with the SEC by~~ “Otonomo and SWAG 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.,” 16as ~~Abba~~opposed ~~Eban~~to ~~Blvd.,~~“Software ~~Herzliya~~Acquisition ~~Pituach~~Group ~~467256, Israel~~Inc. II”;

~~Participants~~ii. the Otonomo Articles will provide for one class of ordinary shares as opposed to the two classes of common stock provided for in ~~Solicitation~~the SWAG Charter;

Otonomo, SWAG and their respective directors and executive officers may be deemed to be participants in the solicitation of proxies from SWAG’s shareholders with respect to the proposed Business Combinationiii. ~~You can find information about SWAG’s directors and executive officers~~ ~~and their ownership of SWAG~~Otonomo’s ~~securities~~corporate inexistence ~~SWAG’s~~is ~~final~~perpetual ~~prospectus~~as ~~relating~~opposed 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 SWAG’s ~~shareholders~~corporate ~~and~~existence ~~their~~terminating ~~direct~~if ~~and indirect~~a ~~interests~~business ~~will be included in the proxy statement/prospectus for the proposed Business Combination when it becomes available.~~combination ~~Shareholders,~~is ~~potential~~not ~~investors~~consummated ~~and~~within ~~other~~a ~~interested~~specified ~~persons~~period ~~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~~time; ~~documents from the sources indicated above.~~and

iv. the Otonomo Articles will not include the various provisions applicable only to special purpose acquisition corporations that the SWAG Charter contains

The following is a tabulation of the votes with respect to this proposal, which was approved by SWAG’s stockholders:

For		Against		Abstain		Broker Non-Votes
16,495,025		211,026		751		—

~~Forward-Looking~~(3) ~~Statements~~Proposal No. 3 – The Adjournment Proposal – to consider and vote upon a proposal to adjourn the special meeting to a later date or dates, if necessary, if the parties are not able to consummate the Business Combination. The following is a tabulation of the votes with respect to this proposal, which was approved by SWAG’s stockholders:

This Report includes forward-looking statements within the meaning of the federal securities laws with respect to the proposed Business Combination between Otonomo and SWAG, 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 SWAG 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 SWAG’s securities, (ii) the risk that the transaction may not be completed by SWAG’s Business Combination deadline and the potential failure to obtain an extension of the Business Combination deadline if sought by SWAG, (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 SWAG, the satisfaction of the minimum trust account amount following redemptions by SWAG’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 SWAG 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 SWAG’s, Quarterly Report on Form 10-Q, and other documents filed by SWAG 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 SWAG 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.

For		Against		Abstain		Broker Non-Votes
16,445,990		258,560		2,252		—

~~Nothing~~Item 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 achieved7. 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 herein01. ~~Neither~~Regulation ~~Otonomo~~FD ~~nor SWAG undertakes any duty to update these forward-looking statements~~Disclosure.

~~Any~~Prior ~~financial and capitalization information or projections in this Report are forward-looking statements that are based on assumptions that are inherently subject~~ to ~~significant~~the ~~uncertainties and contingencies~~meeting, ~~many~~holders of ~~which~~an ~~are~~aggregate ~~beyond~~of ~~Otonomo’s~~5,986,021 ~~and~~shares of SWAG’s ~~control. While~~Class ~~such~~A ~~information~~common ~~and projections are necessarily speculative~~stock, ~~Otonomo~~par ~~and~~value ~~SWAG~~$0.0001 ~~believe~~per ~~that~~share, ~~the preparation of prospective financial~~exercised ~~information~~their ~~involves~~right ~~increasingly~~to ~~higher~~redeem ~~levels~~their ofshares ~~uncertainty~~for ~~the~~cash ~~further~~at ~~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~~redemption ~~variety~~price of ~~significant business,~~approximately ~~economic and competitive risks and uncertainties that could cause actual results to differ materially from those contained in the projections~~$10.00 ~~The~~per inclusion of financial information or projections in this Report should not be regarded as an indication that Otonomo or SWAG, or their respective representatives and advisors, considered or consider the information or projections to be a reliable prediction of future eventsshare.

~~Item~~The 9information set forth under this Item 7.01 ~~Financial~~is ~~Statements~~intended to be furnished and ~~Exhibits~~shall not be deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), or otherwise subject to the liabilities of that section, nor shall it be deemed incorporated by reference in any filing under the Securities Act of 1933, as amended, or the Exchange Act, except as expressly set forth by specific reference in such filing.

(d) Exhibits

Exhibit No.		Description
2.1		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.

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~~Software Acquisition Group Inc. II By: ~~July~~ ~~12,~~/s/ ~~2021~~Jonathan S. Huberman Name: Jonathan S. Huberman Title: Chief Executive Officer

~~SOFTWARE ACQUISITION GROUP INC. II By~~Dated: August ~~/s/~~12, ~~Jonathan S. Huberman Name: Jonathan S. Huberman Title: Chief Executive Officer~~2021

Filing Compare · Otonomo Merger US Inc.