Current Report Filing (8-k)
2021年8月13日 - 6:10AM
Edgar (US Regulatory)
UNITED
STATES
SECURITIES
AND EXCHANGE COMMISSION
Washington,
D.C. 20549
FORM
8-K
CURRENT
REPORT
PURSUANT
TO SECTION 13 OR 15(d) OF THE
SECURITIES
EXCHANGE ACT OF 1934
Date
of Report (Date of earliest event reported): August 12, 2021
Software
Acquisition Group Inc. II
(Exact
name of registrant as specified in its charter)
Delaware
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001-39514
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85-1525734
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(state
or other jurisdiction
of
incorporation)
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(Commission File Number)
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(IRS
Employer
Identification
No.)
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1980
Festival Plaza Drive, Ste. 300
Las
Vegas, Nevada 89135
(Address
of principal executive offices, including zip code)
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 of the registrant under
any of the following provisions:
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☐
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Written
communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
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☐
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Soliciting
material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
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☐
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Pre-commencement
communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
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☐
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Pre-commencement
communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))
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Securities
registered pursuant to Section 12(b) of the Act:
Title of
each class
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Trading Symbol(s)
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Name of each
exchange on which registered
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Units, each consisting of
one share of Class A Common Stock and one-half of one Redeemable Warrant
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SAIIU
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The Nasdaq Stock Market
LLC
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Class A Common Stock, par
value $0.0001 per share
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SAII
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The Nasdaq Stock Market
LLC
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Warrants, each exercisable
for one share Class A Common Stock for $11.50 per share
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SAIIW
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The Nasdaq Stock Market
LLC
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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
5.07. Submission of Matters to a Vote of Security Holders.
On
August 12, 2021, Software Acquisition Group Inc. II (“SWAG”) held a special meeting of stockholders (the “Meeting”),
which was called to approve the proposals relating to the entry into and consummation of the Business Combination Agreement, dated as
of January 31, 2021 (as amended to date, the “Business Combination Agreement”), among SWAG, Otonomo Technologies Ltd., a
company organized under the laws of the State of Israel (“Otonomo”) and Butterbur Merger Sub Inc., a Delaware corporation
(“Merger Sub”). An aggregate of 16,706,802 shares of SWAG common stock were represented in person or by proxy at the Meeting,
which represents a quorum of the outstanding common stock entitled to vote as of the record date of July 2, 2021.
SWAG’s
stockholders voted on the following proposals at the meeting, each of which was approved by SWAG’s stockholders:
(1)
Proposal No. 1 – The Business Combination Proposal – to consider and vote upon a proposal to approve and adopt the Business
Combination Agreement and the transactions contemplated therein, pursuant to which Merger Sub will merge with and into SWAG, with SWAG
surviving the merger as a wholly owned subsidiary of Otonomo (the “Business Combination”). The following is a tabulation
of the votes with respect to this proposal, which was approved by SWAG’s stockholders:
For
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Against
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Abstain
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Broker Non-Votes
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16,495,300
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210,901
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601
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—
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(2)
Proposal No. 2 – The Charter Proposals – to approve the following material differences between SWAG’s amended and
restated certificate of incorporation (the “SWAG Charter”) and Otonomo’s amended and restated articles of association
(the “Otonomo Articles”) to be effective upon the consummation of the Business Combination:
i.
the name of the new public entity will be “Otonomo Technologies Ltd.” as opposed to “Software Acquisition Group Inc.
II”;
ii.
the Otonomo Articles will provide for one class of ordinary shares as opposed to the two classes of common stock provided for in the
SWAG Charter;
iii.
Otonomo’s corporate existence is perpetual as opposed to SWAG’s corporate existence terminating if a business combination
is not consummated within a specified period of time; 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
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Against
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Abstain
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Broker Non-Votes
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16,495,025
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211,026
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751
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—
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(3)
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:
For
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Against
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Abstain
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Broker Non-Votes
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16,445,990
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258,560
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2,252
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—
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Item
7.01. Regulation FD Disclosure.
Prior
to the meeting, holders of an aggregate of 5,986,021 shares of SWAG’s Class A common stock, par value $0.0001 per share, exercised
their right to redeem their shares for cash at a redemption price of approximately $10.00 per share.
The
information set forth under this Item 7.01 is intended to be furnished and 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.
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.
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Software Acquisition Group Inc. II
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By:
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/s/ Jonathan S. Huberman
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Name:
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Jonathan S. Huberman
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Title:
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Chief Executive Officer
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Dated:
August 12, 2021
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