6-K

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 6-K

REPORT OF FOREIGN PRIVATE ISSUER PURSUANT TO RULE 13a-16

OR 15d-16 UNDER THE SECURITIES EXCHANGE ACT OF 1934

For the month of August 2022

Commission file number: 001-40744

OTONOMO TECHNOLOGIES LTD.

(Translation of registrant’s name into English)

16 Abba Eban Blvd.

Herzliya Pituach 467256, Israel

+(972) 52-432-9955

(Address of principal executive offices)

_____________________

Indicate by check mark whether the registrant files or will file annual reports under cover of Form 20-F or Form 40-F.

Form 20-F ☒ Form 40-F ☐

Indicate by check mark if the registrant is submitting the Form 6-K in paper as permitted by Regulation S-T Rule 101(b)(1): ☐

Indicate by check mark if the registrant is submitting the Form 6-K in paper as permitted by Regulation S-T Rule 101(b)(7): ☐

EXPLANATORY NOTE

The following document is furnished hereto and incorporated by reference herein:

Exhibit 99.1. Press release dated August 26, 2022.

Exhibit 99.2. Letter to Shareholders dated August 26, 2022.

SIGNATURES

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

Otonomo Technologies Ltd.
By:	/s/ Ben Volkow
	Name: Ben Volkow
	Title: Chief Executive Officer and Director

Date: August 26, 2022

EXHIBIT INDEX

Exhibit No.	Document Description
99.1	Press Release dated August 26, 2022.
99.2	Letter to Shareholders dated August 26, 2022.

EX-99.1

Exhibit 99.1

Otonomo Announces Receipt of Nasdaq Non-Compliance Letter

HERZLIYA, Israel, and SAN FRANCISCO, California – August 26, 2022 – Otonomo Technologies Ltd. (Nasdaq: OTMO) (“Otonomo” or the “Company”), the platform powering the mobility economy, today announced that it has received a written notification from the Listing Qualifications Department of The Nasdaq Stock Market LLC ("Nasdaq") dated August 23, 2022, indicating that the Company no longer satisfies Nasdaq Listing Rule 5450(a)(1) based upon a closing bid price of less than $1.00 per share for the Company’s ordinary shares (the “Shares”) for the prior 30 consecutive business day period.

The notification from Nasdaq has no immediate effect on the listing of the Shares, and the Shares will continue to trade on the Nasdaq Capital Market under the symbol "OTMO”.

Pursuant to Nasdaq Listing Rule 5810(c)(3)(A), the Company is provided with a grace period of 180 days, or until February 20, 2023, to meet the minimum bid price requirement under the Nasdaq Listing Rules.  If at any time during the 180-day grace period, the closing bid price of the Shares is $1.00 per Share or higher for at least ten consecutive business days, Nasdaq will provide the Company written confirmation of compliance and the matter will be closed. In the event the Company does not regain compliance within the 180-day grace period, and it meets all other listing standards and requirements, the Company may be eligible for an additional 180-day grace period, subject to determination by the staff of Nasdaq.  The Company intends to monitor the closing bid price of its Shares during this grace period and will consider its options in order to regain compliance with The Nasdaq Capital Market minimum bid price requirement.

About Otonomo

Otonomo fuels a data ecosystem of OEMs, fleets, and more than 100 service providers spanning the transportation, mobility, and automotive industries. Our platform securely ingests more than 4 billion data points per day globally from over 50 million vehicles licensed on the platform and massive amounts of mobility demand data from multimodal sources, then reshapes and enriches it, to accelerate time to market for new services that improve the mobility and transportation experience. We provide deeper visibility and actionable insights to empower strategic data-driven decisions – taking the guesswork out of mobility and transportation planning, deployment, and operations. Privacy by design and neutrality are at the core of our platform, which enables GDPR, CCPA, and other privacy-regulation-compliant solutions using both personal and aggregate data. Use cases include emergency services, mapping, traffic management, EV management, subscription-based services, micro-mobility, parking, predictive maintenance, insurance, media, in-vehicle services, and dozens of smart city solutions.

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# # #

For media inquiries, please contact:

Juliet McGinnis

Senior Director of Communications, Otonomo

press@otonomo.io

For investment inquiries, please contact:

MS- IR for Otonomo

Miri Segal

msegal@ms-ir.com

Forward Looking Statements

This announcement contains certain forward-looking statements within the meaning of the federal securities laws. These forward-looking statements generally are identified by the words "believe," "project," "expect," "anticipate," "estimate," "intend," "strategy," "future," "opportunity," "plan," "may," "should," "will," "would," "will be," "will continue," "will likely result," and similar expressions. Forward-looking statements are predictions, projections and other statements about future events that are based on current expectations and assumptions and, as a result, are subject to risks and uncertainties. Many factors could cause actual future events to differ materially from the forward-looking statements in this announcement, including but not limited to, the ability to implement business plans, forecasts, and other expectations, the ability to identify and realize additional opportunities, and potential changes and developments in the highly competitive data marketplace. The foregoing list of factors is not exhaustive. You should carefully consider the foregoing factors and the other risks and uncertainties described in Otonomo’s annual report on Form 20-F filed with the SEC on March 31, 2022 and other documents filed by Otonomo from time to time with the SEC. 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 assumes no obligation and does not intend to update or revise these forward-looking statements, whether as a result of new information, future events, or otherwise. Otonomo gives no assurance that it will achieve its expectations.

EX-99.2

Exhibit 99.2

To Our Shareholders,

As we look back on the first half of 2022 and look ahead to the rest of the year, I wanted to take a moment to reflect on Otonomo’s progress, the market in general and how I think about our value.

Clearly the global economy is going through some turbulent waters, and we are not entirely immune to that.  But we have also made tremendous progress towards our goal of making mobility more equitable, accessible, sustainable, and safe.  So why aren’t we seeing that reflected in our financial results?  Good question that deserves reflection.

First, let’s remember why we started Otonomo. The transportation sector is undergoing massive disruption as a result of the exponential growth of mobility data.  We believe that data and advanced data science capabilities are going to enable and create a new Mobility Economy that will represent about 9% of the worldwide GDP and an over $100B in market opportunity for Otonomo by 2030.  We believe this vast, immense sectoral transformation will result in significant shifts towards on-demand and multi-modal mobility services underpinned by enabling cloud and big data technologies.  Otonomo’s strategy is to develop the mobility data hub that serves as the catalyst for a new generation of services and experiences.

Second, we are in this market for the long term, but understand we need to deliver results today.  That can be challenging in a market that is still rapidly developing. With any new market the road forward may not be a straight line.  Business models form and evolve, and timelines are not predictable as customers grapple with their business transformations or even as they start new businesses. To succeed, focus is key. Our software-defined approach delivers significant value creation today for clients in the two largest addressable segments for Otonomo; insurance and fleet.  Our market engagement validates that thesis given our win rates in both sectors.  Today, we have over three dozen customers in these two segments that are providing recurring revenue and under long-term agreements.  We are in the early stages of these sectoral transformations, but each represents massive scale given the sheer number of users or vehicles.  For example, the rate of turnover in fleets to new, connected vehicles is increasing year on year and will be in the tens of millions of vehicles in the near future.  Each connected vehicle represents monetization opportunities around management, maintenance and diagnostic services, insurance services and more.  Those services will be built using the Otonomo platform.

Crossing the “Data Rubicon” for the first time is a big step. For the customers we serve, this will take time and courage, especially if they are fundamentally transforming their business.  While this presents a challenge to better predict growth, it also underscores the value Otonomo can deliver and the vast opportunity ahead of us.  At Otonomo, we have recently transformed from a private to public company, doubled in size and acquired two companies, in under a year, expanded into new geographies and more.  Now, more than ever, we are laser focused on serving our customers, delivering innovation, and growing responsibly.   Our team understands the market challenges and is committed to building a solid, scalable commercial enterprise.

Third, we would like to keep an eye on what we’ve accomplished as an expression of what we are building. We just announced Q2 2022 financial results and reported the best quarter in our history.  Here are some of the highlights:

• We closed the acquisition of The Floow.  The Floow brings an impressive base of nearly 20 insurance customers, a strong team and tremendous synergistic value to our business. We are already hard at work to bring new solutions to the Insurance sector using connected vehicle data.  Stay tuned for more news.

• We added 13 new customers, the largest number in a quarter for Otonomo.

• Recurring revenue for the second quarter grew by nearly 10X quarter over quarter and represented 69% of our Q2 revenue.

• Bookings¹ increased by 62% quarter over quarter, predicting solid revenue in the coming quarters

• Backlog² increased by nearly 5.5X quarter over quarter. The size of our contracts is increasing dramatically, which we expect will support the expected growth in the coming quarters

• Annual recurring revenue increased by more than 11X quarter over quarter. A clear indication of strong foundational growth in future quarters.

In summary, we are looking at a significant opportunity, our focus is on large segments in which we add value for near term growth, and we are generating impressive results quarter over  quarter.  As we focus on scaling our business, expanding our recurring revenue contribution, and adding new clients, I believe that our efforts will bear fruit and will result in improved financial results in the coming quarters.  I’m committed to work through our challenges, create shareholder value and make Otonomo an industry leader.

I want to use the opportunity to thank you, on behalf of the entire management team, for your continued support, trust, and shared excitement about the future of Otonomo.

Best Regards,

Ben Volkow,

CEO & Co-Founder

1. Booking: Total value of contract that was committed during the reporting quarter over the full term of the contract.

2. Backlog: Secured future revenue as of end of quarter.