State of |
7372 |
Not Applicable | ||
(State or Other Jurisdiction of Incorporation or Organization) |
(Primary Standard Industrial Classification Code Number) |
(I.R.S. Employer Identification No.) |
Ryan J. Maierson John M. Greer Latham & Watkins LLP 811 Main Street, Suite 3700 Houston, Texas 77002 Tel: (713) 546-5400 |
Joshua G. Kiernan Latham & Watkins LLP 99 Bishopsgate London EC2M 3XF United Kingdom Tel: (+44) (20) 7710-1000 |
Amir Raz Perry Wildes Gross & Co. One Azrieli Center Tel Aviv 6701101, Israel Tel: +972 (3) 607-4444 |
| ||||||||
Title of Each Class of Securities to be Registered |
Amount to be Registered (1) |
Proposed Maximum Offering Price Per Share |
Proposed Maximum Aggregate Offering Price |
Amount of Registration Fee | ||||
Primary Offering: |
||||||||
Ordinary Shares, no par value per share (2) |
13,825,000 |
$11.50 (7) |
$158,987,500.00 |
$17,345.54 | ||||
Secondary Offering: |
||||||||
Ordinary Shares, no par value per share (3) |
92,071,690 (3) |
$6.26 (6) |
$576,368,779.40 |
$62,881.83 | ||||
Warrants to purchase ordinary shares (4) |
5,200,000 |
— |
— |
— | ||||
Ordinary Shares, no par value per share (5) |
5,200,000 (3) |
$6.26 (6) |
$32,552,000.00 |
$3,551.42 | ||||
Total |
$767,908,279.40 |
$83,778.79 | ||||||
| ||||||||
|
(1) |
Pursuant to Rule 416 under the Securities Act of 1933 (the “Securities Act”), this registration statement also covers an indeterminate number of additional ordinary shares as may be issuable with respect to the shares being registered for resale hereunder as a result of a stock split, stock dividend, recapitalization or similar event. |
(2) |
Represents (a) 8,625,000 ordinary shares, no par value per share (“ordinary shares”), of Otonomo Technologies Ltd., a company organized under the laws of the State of Israel (“Otonomo,” “we” or the “Company”), issuable upon the exercise of warrants of the Company (“warrants”) that were issued in exchange for the public warrants of Software Acquisition Group Inc. II, a Delaware corporation (“SWAG”) (the “public warrants”), at the closing of the Business Combination (as defined herein), and (b) 5,200,000 ordinary shares issuable upon the exercise of the Company’s warrants that were issued in exchange for the private warrants of SWAG (the “private warrants”) at the closing of the Business Combination. |
(3) |
Represents ordinary shares offered by the selling securityholders identified in this registration statement. |
(4) |
Represents warrants offered by the selling securityholders identified in this registration statement. In accordance with Rule 457(g), the entire registration fee for the warrants is allocated to the ordinary shares underlying the warrants, and no separate fee is payable for the warrants. |
(5) |
Represents ordinary shares issuable upon exercise of warrants of certain selling securityholders in this registration statement. |
(6) |
Estimated solely for the purpose of calculating the registration fee in accordance with Rule 457(c) under the Securities Act, based on the average of the high and low prices of the registrant’s ordinary shares reported on August 20, 2021, which was $6.26 per share. |
(7) |
The price per share is based upon the exercise price per warrant of $11.50 per share. |
Page |
||||
ii |
||||
iii |
||||
1 |
||||
5 |
||||
7 |
||||
35 |
||||
36 |
||||
37 |
||||
47 |
||||
60 |
||||
72 |
||||
82 |
||||
94 |
||||
97 |
||||
99 |
||||
108 |
||||
112 |
||||
121 |
||||
128 |
||||
131 |
||||
131 |
||||
131 |
||||
F-1 |
• | Otonomo has a limited operating history and may be unable to achieve or sustain profitability or accurately predict its future results; |
• | Otonomo has a history of losses and expects to incur significant expenses and continuing losses for the foreseeable future; |
• | Otonomo expects to invest substantially in research and development for the purpose of developing and commercializing new services, and these investments could significantly reduce its profitability or increase its losses and may not generate revenue for Otonomo; |
• | If Otonomo does not develop enhancements to its services and introduce new services that achieve market acceptance, its growth, business, results of operations and financial condition could be adversely affected; |
• | If Otonomo is unsuccessful at investing in growth opportunities, its business could be materially and adversely affected; |
• | Otonomo may need to raise additional funds in the future in order to execute its business plan and these funds may not be available to Otonomo when it needs them. If Otonomo cannot raise additional funds when it needs them, its business, prospects, financial condition and operating results could be negatively affected; |
• | Otonomo has experienced rapid growth, and if Otonomo fails to effectively manage its growth, then its business, results of operations and financial condition could be adversely affected; |
• | Otonomo relies, in part, on partnerships to grow its business. The partnerships may not produce the expected financial or operating results Otonomo expects. In addition, if Otonomo is unable to enter into partnerships or successfully maintain them, its growth may be adversely impacted; |
• | Otonomo’s business depends on expanding its base of data consumers and data consumers increasing their use of its services, and its inability to expand its base of data consumers or any loss of data consumers or decline in their use of its services could materially and adversely affect its business, results of operations and financial condition; |
• | If Otonomo fails to adapt and respond effectively to rapidly changing technology, evolving industry standards, changing regulations, and changing customer needs, requirements or preferences, its products may become less competitive; |
• | The market for Otonomo’s services and platform is new and unproven, may decline or experience limited growth and is dependent in part on consumers continuing to adopt its platform and use its services; |
• | Otonomo relies on the ability to access data from external providers at reasonable terms and prices. Otonomo’s data providers might restrict its use of or refuse to license data, which could lead to its inability to access certain data or provide certain services and, as a result, materially and adversely affect its operating results and financial condition; |
• | If Otonomo is unable to expand its relationships with existing OEMs and vehicle fleet operators and add new OEMs and vehicle fleet operators and data providers, its business, results of operations and financial condition could be adversely affected; and |
• | The other matters described in the section titled “ Risk Factors |
• | an exemption from the auditor attestation requirement in the assessment of our internal controls over financial reporting required by Section 404 of the Sarbanes-Oxley Act of 2002, or the Sarbanes-Oxley Act; and |
• | an exemption from compliance with any new requirements adopted by the Public Company Accounting Oversight Board, or the PCAOB, requiring mandatory audit firm rotation or a supplement to the auditor’s report in which the auditor would be required to provide additional information about our audit and our financial statements. |
• | Otonomo has a limited operating history and may be unable to achieve or sustain profitability or accurately predict its future results; |
• | Otonomo has a history of losses and expects to incur significant expenses and continuing losses for the foreseeable future; |
• | Otonomo expects to invest substantially in research and development (“R&D”) for the purpose of developing and commercializing new services, and these investments could significantly reduce its profitability or increase its losses and may not generate revenue for Otonomo; |
• | If Otonomo does not develop enhancements to its services and introduce new services that achieve market acceptance, its growth, business, results of operations and financial condition could be adversely affected; |
• | If Otonomo is unsuccessful at investing in growth opportunities, its business could be materially and adversely affected; |
• | Otonomo may need to raise additional funds in the future in order to execute its business plan and these funds may not be available to Otonomo when it needs them. If Otonomo cannot raise additional funds when it needs them, its business, prospects, financial condition and operating results could be negatively affected; |
• | Otonomo has experienced rapid growth, and if Otonomo fails to effectively manage its growth, then its business, results of operations and financial condition could be adversely affected; |
• | Otonomo relies, in part, on partnerships to grow its business. The partnerships may not produce the expected financial or operating results Otonomo expects. In addition, if Otonomo is unable to enter into partnerships or successfully maintain them, its growth may be adversely impacted; |
• | Otonomo’s business depends on expanding its base of data consumers and data consumers increasing their use of its services, and its inability to expand its base of data consumers or any loss of data consumers or decline in their use of its services could materially and adversely affect its business, results of operations and financial condition; |
• | If Otonomo fails to adapt and respond effectively to rapidly changing technology, evolving industry standards, changing regulations, and changing customer needs, requirements or preferences, its products may become less competitive; |
• | The market for Otonomo’s services and platform is new and unproven, may decline or experience limited growth and is dependent in part on consumers continuing to adopt its platform and use its services; |
• | Otonomo relies on the ability to access data from external providers at reasonable terms and prices. Otonomo’s data providers might restrict its use of, or refuse to license, data, which could lead to its inability to access certain data or provide certain services and, as a result, materially and adversely affect its operating results and financial condition; |
• | If Otonomo is unable to expand its relationships with existing OEMs and vehicle fleet operators and add new OEMs and vehicle fleet operators and data providers, its business, results of operations and financial condition could be adversely affected; and |
• | The other matters described in the section titled “ Risk Factors |
Ordinary shares issuable by us upon exercise of the warrants |
13,825,000 ordinary shares. |
Securities that may be offered and sold from time to time by the Selling Securityholders |
Up to 92,071,690 ordinary shares, up to 5,200,000 warrants and up to 5,200,000 ordinary shares issuable upon exercise of the warrants. |
Terms of warrants |
Each warrant entitles the registered holder to purchase one ordinary share at a price of $11.50 per share. Our warrants expire on August 13, 2026 at 5:00 p.m., New York City time. |
Offering prices |
The securities offered by this prospectus may be offered and sold at prevailing market prices, privately negotiated prices or such other prices as the Selling Securityholders may determine. See “ Plan of Distribution |
Ordinary shares issued and outstanding prior to any exercise of warrants |
125,634,136 ordinary shares (as of August 13, 2021). |
Warrants issued and outstanding |
13,825,000 warrants (as of August 13, 2021). |
Ordinary shares to be issued and outstanding assuming exercise of all warrants |
139,459,136 ordinary shares (as of August 13, 2021). |
Use of proceeds |
We will receive up to an aggregate of $159.0 million from the exercise of the warrants, assuming the exercise in full of all of the warrants for cash. If the warrants are exercised pursuant to a cashless exercise feature, we will not receive any cash from these exercises. We expect to use the net proceeds from the exercise of the warrants, if any, for general corporate purposes. Our management will have broad discretion over the use of proceeds from the exercise of the warrants. See “ Use of Proceeds |
All of the ordinary shares and warrants (including shares issuable upon the exercise of such warrants) offered by the Selling Securityholders pursuant to this prospectus will be sold by the Selling Securityholders for their respective accounts. We will not receive any of the proceeds from these sales. |
Dividend Policy |
We have never declared or paid any cash dividend on our ordinary shares. We currently intend to retain any future earnings and do not expect to pay any dividends in the foreseeable future. Any further determination to pay dividends on our ordinary shares would be at the discretion of our board of directors, subject to applicable laws, and would depend on our financial condition, results of operations, capital requirements, general business conditions, and other factors that our board of directors may deem relevant. |
Market for our ordinary shares and warrants |
Our ordinary shares and warrants are listed on the Nasdaq Stock Market LLC (“Nasdaq”) under the trading symbols “OTMO” and “OTMOW,” respectively. |
Risk factors |
Prospective investors should carefully consider the “ Risk Factors |
• | investments in its engineering team, the development of new products, features and functionality and enhancements to its platform; |
• | expansion of its operations and infrastructure; |
• | increases in its investment in research and development; |
• | increases in its sales and marketing activities and expanding its sales force to cover additional geographies, including outside the U.S.; and |
• | general administration, including legal, accounting and other expenses related to being a public company. |
• | The timing of revenues generated in any quarter; |
• | Pricing changes Otonomo may adopt to drive market adoption or in response to competitive pressure; |
• | Otonomo’s ability to retain its existing customers and attract new customers; |
• | Otonomo’s ability to develop, introduce and sell services and products in a timely manner that meet customer requirements; |
• | Disruptions in Otonomo’s sales channels or termination of its relationship with partners; |
• | Delays in customers’ purchasing cycles or deferments of customers’ purchases in anticipation of new services or updates from Otonomo or its competitors; |
• | Fluctuations in demand pressures for Otonomo’s products; |
• | The mix of services sold in any quarter; |
• | The duration of the global COVID-19 pandemic and the time it takes for economic recovery; |
• | The timing and rate of broader market adoption of Otonomo’s data service platform; |
• | Market acceptance of Otonomo’s services and further technological advancements by Otonomo’s competitors and other market participants; |
• | Any change in the competitive dynamics of Otonomo’s markets, including consolidation of competitors, regulatory developments and new market entrants; |
• | Changes in the source, cost, availability of and regulations pertaining to materials Otonomo uses; |
• | Adverse litigation, judgments, settlements or other litigation-related costs, or claims that may give rise to such costs; and |
• | General economic, industry and market conditions, including trade disputes. |
• | Changes in tax laws or the regulatory environment; |
• | Changes in accounting and tax standards or practices; |
• | Changes in the composition of operating income by tax jurisdiction; and |
• | Otonomo’s operating results before taxes. |
• | Exchange rate fluctuations; |
• | Political and economic instability, international terrorism and anti-American sentiment, particularly in emerging markets; |
• | Global or regional health crises, such as the COVID-19 pandemic; |
• | Potential for violations of anti-corruption laws and regulations, such as those related to bribery and fraud; |
• | Preference for locally branded products, and laws and business practices favoring local competition; |
• | Potential consequences of, and uncertainty related to, the “Brexit” process in the United Kingdom, which could lead to additional expense and complexity in doing business there; |
• | Increased difficulty in managing inventory; |
• | Delayed revenue recognition; |
• | Less effective protection of intellectual property; |
• | Stringent regulation of the autonomous or other systems, or products using Otonomo’s products and rigorous consumer protection and product compliance regulations, including but not limited to General Data Protection Regulation in the European Union, European competition law, the Restriction of Hazardous Substances directive, the Waste Electrical and Electronic Equipment directive and the European Ecodesign directive that are costly to comply with, and may vary from country to country; |
• | Difficulties and costs of staffing and managing foreign operations; |
• | Import and export laws and the impact of tariffs; and |
• | Changes in local tax and customs duty laws or changes in the enforcement, application or interpretation of such laws. |
• | the realization of any of the risk factors presented in this prospectus; |
• | actual or anticipated differences in Otonomo’s estimates, or in the estimates of analysts, for Otonomo’s revenues, Adjusted EBITDA, results of operations, level of indebtedness, liquidity or financial condition; |
• | additions and departures of key personnel; |
• | failure to comply with the requirements of Nasdaq; |
• | failure to comply with the Sarbanes-Oxley Act or other laws or regulations; |
• | future issuances, sales, resales or repurchases or anticipated issuances, sales, resales or repurchases, of Otonomo’s securities including due to the expiration of contractual lock-up agreements; |
• | publication of research reports about Otonomo; |
• | the performance and market valuations of other similar companies; |
• | failure of securities analysts to initiate or maintain coverage of Otonomo, changes in financial estimates by any securities analysts who follow Otonomo or Otonomo’s failure to meet these estimates or the expectations of investors; |
• | new laws, regulations, subsidies, or credits or new interpretations of existing laws applicable to Otonomo; |
• | commencement of, or involvement in, litigation involving Otonomo; |
• | broad disruptions in the financial markets, including sudden disruptions in the credit markets; |
• | speculation in the press or investment community; |
• | actual, potential or perceived control, accounting or reporting problems; |
• | changes in accounting principles, policies and guidelines; and |
• | other events or factors, including those resulting from infectious diseases, health epidemics and pandemics (including the ongoing COVID-19 public health emergency), natural disasters, war, acts of terrorism or responses to these events. |
• | labor availability and costs for hourly and management personnel; |
• | profitability of Otonomo’s products, especially in new markets and due to seasonal fluctuations; |
• | changes in interest rates; |
• | impairment of long-lived assets; |
• | macroeconomic conditions, both internationally and locally; |
• | changes in consumer preferences and competitive conditions; |
• | expansion to new markets; and |
• | fluctuations in commodity prices. |
• | Otonomo’s shareholders’ proportionate ownership interest in Otonomo will decrease; |
• | the amount of cash available per share, including for payment of dividends in the future, may decrease; |
• | the relative voting strength of each previously outstanding ordinary share may be diminished; and |
• | the market price of the ordinary shares may decline. |
Reflecting Actual Redemptions upon the Closing of the Business Combination on August 13, 2021 |
||||||||
(in thousands, except share amounts) (a) |
Purchase Price |
Shares Issued |
||||||
Share Consideration to SWAG |
$ | 112,646 | 15,576,479 | |||||
PIPE subscription(b) |
$ | 142,500 | 14,250,000 | |||||
|
|
|
|
(a) | The value of ordinary shares is reflected at $10 per share. |
(b) | The value of ordinary shares represents the amount not including the Share Purchase Agreement. |
Reflecting Actual Redemptions upon the Closing of the Business Combination on August 13, 2021 |
||||||||
Shares |
% |
|||||||
Total Otonomo |
||||||||
SWAG |
15,576,479 | 13 | % | |||||
Existing Otonomo Shareholders(c) |
92,807,657 | 74 | % | |||||
PIPE Shares |
14,250,000 | 11 | % | |||||
PIPE Secondary(c) |
3,000,000 | 2 | % | |||||
|
|
|
|
|||||
Total Company Ordinary Shares Outstanding at Closing |
125,634,136 |
100 |
% |
(c) | The ordinary shares represents the amount after the Share Purchase Agreement transaction. |
as of December 31, 2020 | Reflecting Actual Redemptions upon the Closing of the Business Combination on August 13, 2021 |
|||||||||||||||||
Otonomo (Historical) |
SWAG II (Historical) |
Pro Forma Adjustments |
Adjustments Notes |
Pro Forma Combined |
||||||||||||||
ASSETS |
||||||||||||||||||
CURRENT ASSETS: |
||||||||||||||||||
Cash and Cash Equivalents |
$ | 14,813 | $ | 1,003 | $ | 224,339 | (A) | $ | 240,155 | |||||||||
Short term investments |
12,800 | — | — | 12,800 | ||||||||||||||
Restricted Cash |
171 | — | — | 171 | ||||||||||||||
Account receivables |
108 | — | — | 108 | ||||||||||||||
Other receivables and prepaid expenses |
206 | 185 | — | 391 | ||||||||||||||
|
|
|
|
|
|
|
|
|||||||||||
Total current assets |
28,098 | 1,188 | 224,339 | 253,625 | ||||||||||||||
NON-CURRENT ASSETS: |
||||||||||||||||||
Property and Equipment, net |
625 | — | — | 625 | ||||||||||||||
Other long term assets |
202 | — | — | (B) | 202 | |||||||||||||
Cash and securities held in Trust Account |
— | 172,503 | (172,503 | ) | — | |||||||||||||
|
|
|
|
|
|
|
|
|||||||||||
Total non-current assets |
827 | 172,503 | (172,503 | ) | 827 | |||||||||||||
TOTAL ASSETS |
$ | 28,925 | $ | 173,691 | $ | 51,836 | $ | 254,452 | ||||||||||
|
|
|
|
|
|
|
|
|||||||||||
LIABILITIES |
||||||||||||||||||
CURRENT LIABILITIES: |
||||||||||||||||||
Account payables |
$ | 343 | $ | 233 | $ | — | $ | 576 | ||||||||||
Other Payables and accrued expenses |
2,655 | — | 3,000 | (C) | 5,655 | |||||||||||||
Deferred revenue |
265 | — | — | 265 | ||||||||||||||
Warrants for redeemable convertible preferred shares |
7,731 | — | (7,731 | ) | (D) | — | ||||||||||||
|
|
|
|
|
|
|
|
|||||||||||
Total Current Liabilities |
10,994 | 233 | (4,731 | ) | 6,496 | |||||||||||||
Deferred underwriting fee payable |
— | 6,037 | (6,037 | ) | (E) | — | ||||||||||||
Warrant liability |
— | 18,820 | (11,644 | ) | (O),(P) | 7,176 | ||||||||||||
|
|
|
|
|
|
|
|
|||||||||||
Total Long Term Liabilities |
— | 24,857 | (17,681 | ) | 7,176 | |||||||||||||
Redeemable convertible preferred shares |
77,702 | 1 | (77,703 | ) | (F) | — | ||||||||||||
Class A common stock subject to possible redemption |
— | 143,601 | (143,601 | ) | (G) | — | ||||||||||||
SHAREHOLDERS’ EQUITY (DEFICIT |
||||||||||||||||||
Ordinary shares |
— | — | — | — | ||||||||||||||
Additional Paid-In Capital |
10,357 | 9,361 | 289,016 | (H) | 308,734 | |||||||||||||
Accumulated Deficit |
(70,128 | ) | (4,362 | ) | 6,536 | (I) | (67,954 | ) | ||||||||||
|
|
|
|
|
|
|
|
|||||||||||
Total Shareholders’ Equity (Deficit) |
(59,771 | ) | 4,999 | 295,552 | 240,780 | |||||||||||||
|
|
|
|
|
|
|
|
|||||||||||
TOTAL LIABILITIES AND SHAREHOLDERS’ EQUITY (DEFICIT) |
$ | 28,925 | $ | 173,691 | $ | 51,836 | $ | 254,452 | ||||||||||
|
|
|
|
|
|
|
|
as of December 31, 2020 | Reflecting Actual Redemptions upon the Closing of the Business Combination on August 13, 2021 |
|||||||||||||||||||
Otonomo (Historical) |
SWAG II (Historical) |
Pro Forma Adjustments |
Adjustments Notes |
Pro Forma Combined |
||||||||||||||||
Revenues |
$ | 394 | $ | — | $ | — | $ | 394 | ||||||||||||
Cost of Revenues |
1,235 | — | — | 1,235 | ||||||||||||||||
|
|
|
|
|
|
|
|
|||||||||||||
Gross Loss |
(841 | ) | — | — | (841 | ) | ||||||||||||||
Operating Expenses: |
||||||||||||||||||||
Research and Development |
8,634 | — | 560 | 9,194 | ||||||||||||||||
Sales and Marketing |
5,213 | — | 700 | 5,913 | ||||||||||||||||
General and Administrative |
2,540 | 1,497 | 1,740 | 5,777 | ||||||||||||||||
|
|
|
|
|
|
|
|
|||||||||||||
Total Operating Expenses |
16,387 | 1,497 | 3,000 | AAA | 20,884 | |||||||||||||||
|
|
|
|
|
|
|
|
|||||||||||||
Operating Loss |
17,228 | 1,497 | 3,000 | 21,725 | ||||||||||||||||
Financial expenses (income), net |
2,737 | 2,865 | (5,171 | ) | BBB | 431 | ||||||||||||||
|
|
|
|
|
|
|
|
|||||||||||||
Loss (income) before Taxes |
19,965 | 4,362 | (2,171 | ) | 22,156 | |||||||||||||||
Taxes on Income |
76 | — | — | 76 | ||||||||||||||||
|
|
|
|
|
|
|
|
|||||||||||||
Net Loss (income) |
$ | 20,041 | $ | 4,362 | $ | (2,171 | ) | $ | 22,232 | |||||||||||
|
|
|
|
|
|
|
|
|||||||||||||
Net loss per share attributable to ordinary shareholders, basic and diluted |
(0.21 | ) | (0.82 | ) | ||||||||||||||||
Weighted-average ordinary shares outstanding, basic and diluted |
94,018,974 | 5,349,259 | ||||||||||||||||||
Pro forma net loss per share attributable to ordinary shareholders, basic and diluted |
(0.18 | ) | ||||||||||||||||||
Pro forma weighted average ordinary shares outstanding, basic and diluted |
123,845,453 |
• | Otonomo condensed consolidated balance sheet as of December 31, 2020, and the related notes for the year ended December 31, 2020 included elsewhere in this prospectus; and |
• | SWAG ’s condensed balance sheet as of December 31, 2020, and the related notes for the year ended December 31, 2020, included elsewhere in this prospectus. |
• | Otonomo condensed consolidated statements of operations for the year ended December 31, 2020 and the related notes included elsewhere in this prospectus; and |
• | SWAG ’s condensed statement of operations for the year ended December 31, 2020 and the related notes included elsewhere in this prospectus. |
(A) | Represents pro forma adjustments to the cash balance to reflect the following: |
(in thousands) |
||||||||
Reclassification of Marketable securities held in Trust Account |
$ | 172,503 | (B |
) | ||||
Redemption of SWAG Class A Stock |
(59,863 | ) | (L |
) | ||||
Issuance costs paid in Cash |
(24,764 | ) | (J |
) | ||||
Deferred underwriting fee payable |
(6,037 | ) | (E |
) | ||||
Proceeds from PIPE |
142,500 | (K |
) | |||||
|
|
|||||||
224,339 | ||||||||
|
|
(B) | Reflects the reclassification of $172.5 million of marketable securities held in the Trust Account that became available following the Business Combination or redeemed. |
(C) | Reflects new compensation arrangements executed with six key executives in connection with the Business Combination, resulting in a one-time bonuses of $3.0 million for these executives, which were payable upon closing of the Business Combination and vest within a period of one year. |
(D) | Reflects the automatic exercise of 1,179,231 warrants to pre-Business Combination (“Legacy”) Otonomo convertible preferred shares into 1,179,231 Legacy Otonomo ordinary shares upon the consummation of the Transactions. |
(E) | Represents the payout of $6.0 million deferred underwriting fees paid out after the Business Combination. |
(F) | Reflects the conversion of 62,914,408 Legacy Otonomo convertible preferred shares into 62,914,408 Legacy Otonomo ordinary shares. |
(G) | The aggregate value of the shares of SWAG common stock subject to redemption was $143.6 million (net of the amount redeemed in the amount of $59.9 million). |
(H) | Represents pro forma adjustments to additional paid-in capital to reflect the following: |
($ in thousands) |
||||||
Payment of transaction fees for Legacy Otonomo |
(24,764 | ) | (J) | |||
Reclassification of warrants from Liability to APIC |
7,731 | (D) | ||||
Conversion of Legacy Otonomo preferred stock to Legacy Otonomo ordinary shares |
77,703 | (F) | ||||
Reclassification of Class A Stock subject to redemption |
143,601 | (G) | ||||
Redemption of SWAG Class A Stock |
(59,863 | ) | (L) | |||
Issuance of ordinary shares to PIPE Investors |
142,500 | (K) | ||||
Reclassification of SWAG expenses |
(4,362 | ) | (N) | |||
Adjustment to fair value of Otonomo’s warrant for redeemable convertible preferred shares . |
(3,279 | ) | (M) | |||
Reclassification of public warrant to additional paid in capital |
11,644 | (P) | ||||
Adjustment to revaluation of public warrants |
(1,380 | ) | (Q) | |||
Transaction costs allocated to public warrants |
(515 | ) | (S) | |||
|
|
|||||
289,016 | ||||||
|
|
(I) | Represents pro forma adjustments to accumulated deficit balance to reflect the following: |
($ in thousands) |
||||||
Adjustment to fair value of Otonomo’s warrant for redeemable convertible preferred shares |
3,279 | (M) | ||||
Formation and operating costs recorded in SWAG |
4,362 | (N) | ||||
Compensation arrangements to key executives |
(3,000 | ) | (C) | |||
Adjustment to revaluation of public warrants |
1,380 | (Q) | ||||
Transaction costs allocated to public warrants |
515 | (S) | ||||
|
|
|||||
6,536 | ||||||
|
|
(J) | Represents transaction costs of approximately $24.8 million incurred by Legacy Otonomo. |
(K) | Reflects the proceeds of $142.5 million from the issuance and sale of 14,250,000 ordinary shares at $10.00 per share in a private placement pursuant to the Subscription Agreements. |
(L) | Represents the redemption of $59.9 million of shares by SWAG stockholders who chose to redeem their shares. |
(M) | Represents an adjustment to fair value of Otonomo’s warrant for redeemable convertible preferred shares as if the Transactions occurred as of the beginning of the period. |
(N) | Represents the amount of the formation expenses, warrant revaluation costs and operating costs recorded in SWAG. |
(O) | Assuming the value remains unchanged as each outstanding warrant of SWAG was assumed by Otonomo and became a warrant of Otonomo. |
(P) | Reflects pro forma adjustments to warrant liability: |
($ in thousands) |
||||||||
Adjustment to revaluation of public warrants |
(1,380 | ) | (Q) |
|||||
Reclassification of public warrant to additional paid in capital |
(10,264 | ) | (R) |
|||||
|
|
|||||||
(11,644 | ) | |||||||
|
|
(Q) | Reflects the cancellation of adjustment to fair value recorded in SWAG on the Public warrant. |
(R) | Reflects the reclassification of $10.3 million related to public warrants. |
(S) | Represents transaction costs of approximately $0.5 million related to public warrants. |
($ in thousands) |
||||||
Adjustment to fair value of Otonomo’s warrant for redeemable convertible preferred shares |
(3,279 | ) | (M) | |||
Adjustment to revaluation of public warrants |
(1,380 | ) | (Q) | |||
Transaction costs allocated to public warrants |
(515 | ) | (S) | |||
Interest earned on marketable securities held in Trust Account |
3 | |||||
|
|
|||||
(5,171 | ) | |||||
|
|
Reflecting Actual Redemptions upon the Closing of the Business Combination on August 13, 2021 |
||||
Year Ended December 31, 2020 |
||||
Pro forma net loss (in thousands) |
$ | (22,232 | ) | |
Weighted average shares outstanding—basic and diluted |
123,845,453 | |||
Net loss per share—basic and diluted(1) |
(0.18 | ) | ||
Weighted average shares outstanding—basic and diluted |
||||
SWAG Public Stockholders |
11,263,979 | |||
Holders of SWAG Sponsor Shares |
4,312,500 | |||
PIPE Investors |
14,250,000 | |||
Legacy Otonomo stockholders(2) |
30,668,412 | |||
Legacy Otonomo Converted preferred shares(2) |
62,319,947 | |||
Legacy Otonomo Converted warrants(2) |
|
1,030,615 |
| |
|
|
|||
123,845,453 | ||||
|
|
(1) | The pro forma shares attributable to Legacy Otonomo shareholders is calculated by applying the exchange ratio of 1 to the historical Legacy Otonomo ordinary shares and preferred stock that was outstanding as of merger. |
(2) | The pro forma basic and diluted shares of Legacy Otonomo shareholders exclude 10.2 million of unexercised employee stock options, as these are not deemed a participating security and their effect is antidilutive. |
• | identification of the contract, or contracts, with a customer; |
• | identification of the performance obligations in the contract; |
• | determination of the transaction price; |
• | allocation of the transaction price to the performance obligations in the contract; and |
• | recognition of revenue when, or as, Otonomo satisfies a performance obligation. |
Year Ended December 31, |
Change |
Change |
||||||||||||||
2019 |
2020 |
$ |
% |
|||||||||||||
(dollars in thousands) |
||||||||||||||||
Total |
$ | 129 | $ | 394 | $ | 265 | 205 | % | ||||||||
|
|
|
|
|
|
Year Ended December 31, |
Change |
Change |
||||||||||||||
2019 |
2020 |
$ |
% |
|||||||||||||
(dollars in thousands) |
||||||||||||||||
Cost of services |
$ | 1,191 | $ | 1,235 | $ | 44 | 4 | % | ||||||||
Gross margin |
(823 | )% | (213 | )% |
Year Ended December 31, |
Change |
Change |
||||||||||||||
2019 |
2020 |
$ |
% |
|||||||||||||
(dollars in thousands) |
||||||||||||||||
Research and development |
$ | 8,237 | $ | 8,634 | $ | 397 | 5 | % | ||||||||
Sales and marketing |
8,108 | 5,213 | (2,895 | ) | (36 | )% | ||||||||||
General and administrative |
2,852 | 2,540 | (312 | ) | (11 | )% | ||||||||||
|
|
|
|
|
|
|||||||||||
Total operating expenses |
$ | 19,197 | $ | 16,387 | $ | 2,810 | (15 | )% |
Year Ended December 31, |
Change |
Change |
||||||||||||||
2019 |
2020 |
$ |
% |
|||||||||||||
(dollars in thousands) |
||||||||||||||||
Financial (Expense) Income, Net |
$ | 1,226 | $ | (2,737 | ) | $ | (3,963 | ) | (323 | )% |
Year Ended December 31, |
||||||||
(dollars in thousands) |
2019 |
2020 |
||||||
Net cash used in operating activities |
$ | (17,304 | ) | $ | (14,135 | ) | ||
Net cash provided by (used in) investing activities |
$ | 9,979 | $ | (1,832 | ) | |||
Net cash provided by financing activities |
$ | 2,736 | $ | 20,100 | ||||
|
|
|
|
|||||
Net increase (decrease) in cash and cash equivalents and short-term restricted cash equivalents |
$ | (4,589 | ) | $ | 4,133 | |||
|
|
|
|
(in thousands) |
||||||||||||||||||||
Total |
Less than 1 year |
1 to 3 years |
3 to 5 years |
More than 5 years |
||||||||||||||||
Operating lease obligation (1) |
$ | 964 | $ | 482 | $ | 482 | $ | — | $ | — | ||||||||||
Total |
$ | 964 | $ | 482 | $ | 482 | $ | — | $ | — |
(1) | Primarily represents future minimum lease payments under our non-cancelable operating lease which expires in 2022. The minimum lease payments above do not include any related common area maintenance charges, operating expenses or real estate taxes. |
• | contemporaneous valuations of the ordinary shares performed by independent third-party specialists; |
• | the prices, rights, preferences, and privileges of the Otonomo preferred shares relative to those of the ordinary shares; |
• | the lack of marketability inherent in the ordinary shares; |
• | Otonomo’s actual operating and financial performance; |
• | Otonomo’s current business conditions and projections; |
• | the history of Otonomo and the introduction of new products; |
• | Otonomo’s stage of development; |
• | the likelihood of achieving a liquidity event, such as an initial public offering (IPO), a merger, or acquisition of Otonomo, given prevailing market conditions; |
• | the operational and financial performance of comparable publicly traded companies; and |
• | the U.S. and global capital market conditions and overall economic conditions. |
• | cabin data, including the state of doors and windows, ADAS, and infotainment data; |
• | engine-related information such as fuel, oil, error codes or battery voltage and state of charge; |
• | maintenance data such as time or distance traveled and diagnostic trouble codes (DTC); |
• | data related to the specific vehicle, like make, model, year and fuel type; |
• | driving data such as location, distance travelled, odometer, heading and speed; and |
• | environmental data ranging from external weather and temperature, to road hazards and road signs. |
• | Growing ecosystem and data pool |
• | Unique technological needs and high onboarding costs for data providers. |
accounting, consent, multiple APIs and data structuring technologies. OEMs often lack the capabilities to implement these technologies and do not have the desire to develop them internally due to the substantial investments required for building and maintaining the data infrastructure. Tapping into the vast potential of data utilization also requires data providers to individually contract and integrate with multiple data consumers, which results in high marginal costs per each new data consumer acquired. Onboarding each new consumer also requires the involvement of multiple organizational functions, such as IT, legal and procurement. The onboarding process is often too expensive to justify the investment for data providers, especially when data consumers are small or medium-sized businesses. Without significant reduction of onboarding costs, the ability of data providers to efficiently scale their utilization efforts is limited. |
• | Technological and cost constraints on data consumers. |
• | Regulatory-driven opportunities. |
• | Compliance challenges. |
• | allow data providers and consumers to efficiently outsource consent management, data processing and data structuring, allowing them to benefit from vehicle data while remaining focused on their core business; |
• | present significant cost reductions for data providers that only need to integrate with one partner instead of multiple data consumers; |
• | present significant cost reductions for data consumers by allowing them to work with one integration partner. This provides data consumers with data in a structured and usable format, instead of dealing with the challenges of contracting multiple OEMs and managing multiple stakeholders and formats; |
• | facilitate use cases of aggregate data that require certain coverage levels; |
• | eliminate reliance on OBD II aftermarket devices in favor of data marketplaces that provide the same data and other data points continuously and in a more user-friendly format; and |
• | ensure data quality and accuracy for data consumers by replacing smartphone data with more sanitized data, thereby lowering risk of fraud and inaccuracy. |
• | Historical data reports |
• | Vehicle status |
• | Streaming |
• | Events |
• | Technologies. |
• | Large fleet size and strong relationships with OEMs and other data providers. |
• | Neutrality. . |
• | Global coverage and large ecosystem. |
• | Ramp up sales and marketing efforts. |
• | Deepen OEM relationships |
• | Add new types of data providers |
• | Expand licensing offerings. |
• | Accelerate end-market demand. |
• | Expand services throughout data value chain. |
• | Capitalize on regulatory changes |
• | Smart Cities |
• | Transportation |
• | Fleet services |
• | Insurance: |
• | Financial: |
• | Dealerships: |
Name |
Age |
Position(s) to be Held in Company Following Business Combination | ||
Ben Volkow | 48 | Chief Executive Officer, Founder and Director | ||
Bonnie Moav | 43 | Chief Financial Officer | ||
Anders Truelsen | 49 | Chief Revenue Officer | ||
Doron Simon | 56 | Executive Vice President of Corporate Development and Strategy | ||
Yuval Cohen | 55 | Director | ||
Andrew Geisse | 64 | Director | ||
Amit Karp | 43 | Director | ||
Benny Schnaider | 63 | Director | ||
Jonathan Huberman | 56 | Director | ||
Vered Raviv Schwarz | 52 | Director |
• | a director who is, or at any time during the past three years was, an employee of Otonomo; or |
• | a director who accepted or who has a family member who accepted any compensation from Otonomo in excess of $120,000 during any period of 12 consecutive months within the three years preceding the independence determination (subject to certain exclusions, including, among other things, compensation for board or board committee service). |
• | a director who is a family member of an individual who is, or at any time during the past three years was employed by Otonomo as an executive officer; |
• | a director who is or has a family member who is a partner in, of a controlling shareholder of, or an executive officer of an entity to which Otonomo made, or from which Otonomo received, payments in the current or any of the past three fiscal years that exceed 5% of the recipient’s consolidated gross revenue for that year or $200,000, whichever is greater (subject to certain exclusions); |
|
• | a director of Otonomo who is or has a family member who is employed as an executive officer of another entity where, at any time during the past three years, any of the executive officers of Otonomo served on the compensation committee of such other entity; or |
• | a director who is or has a family member who is a current partner of Otonomo’s outside auditor, or at any time during the past three years was a partner or employee of Otonomo’s outside auditor, and who worked on Otonomo’s audit. |
• | Otonomo intends to follow the quorum requirement for shareholder meetings. As permitted under the Companies Law, pursuant to the Otonomo Articles the quorum required for an ordinary meeting of shareholders will consist of at least two shareholders present in person, by proxy or by other voting instrument in accordance with the Companies Law, who hold at least 25% of the voting power of its shares (and in an adjourned meeting, with some exceptions, any number of shareholders), instead of 33 1/3% of the issued share capital required under the Nasdaq corporate governance rules. |
• | Otonomo intends to adopt and approve material changes to equity incentive plans in accordance with the Companies Law which does not impose a requirement of shareholder approval for such actions. In addition, Otonomo intends to follow Israeli corporate governance practice instead of the Nasdaq corporate governance rule which requires shareholder approval prior to an issuance of securities in connection with equity-based compensation of officers, directors, employees, or consultants; and |
• | Otonomo also intends to follow Israeli corporate governance practice instead of the Nasdaq corporate governance rule requiring shareholder approval for certain dilutive events (such as issuances that will result in a change of control, certain transactions other than a public offering involving issuances of a 20% or greater interest in Otonomo and certain acquisitions of the stock or assets of another company). |
• | at least a majority of the shares of non-controlling shareholders or shareholders that do not have a personal interest in the approval voted at the meeting are voted in favor (disregarding abstentions); or |
• | the total number of shares of non-controlling shareholders and shareholders who do not have a personal interest in such appointment voting against such appointment does not exceed 2% of the aggregate voting rights in the company. |
• | recommending to the board of directors the retention and termination of the internal auditor, and the internal auditor’s engagement fees and terms, in accordance with the Companies Law as well as approving the yearly or periodic work plan proposed by the internal auditor; |
• | identifying irregularities in Otonomo’s business administration, including by consulting with the internal auditor or with the independent auditor, and suggesting corrective measures to the board of directors; |
• | reviewing policies and procedures with respect to transactions (other than transactions related to the compensation or terms of services) between the company and officers and directors, or affiliates of |
• | officers or directors, or transactions that are not in the ordinary course of the Company’s business and deciding whether to approve such acts and transactions if so required under the Companies Law; and |
• | establishing procedures for the handling of employees’ complaints as to the management of Otonomo’s business and the protection to be provided to such employees. |
• | The charter of the Audit Committee is available without charge at https://investors.otonomo.io. |
• | recommending to the board of directors with respect to the approval of the compensation policy for “office holders” (a term used under the Companies Law, which essentially means directors and executive officers) and, once every three years, regarding any extensions to a compensation policy that has been in effect for a period of more than three years; |
• | reviewing the implementation of the compensation policy and recommending from time to time to the board of directors with respect to any amendments or updates of the compensation plan; |
• | resolving whether or not to approve arrangements with respect to the terms of office and employment of office holders; and |
• | exempting, under certain circumstances, from the requirement of approval by the general meeting of shareholders, transactions with a candidate to serve as the chief executive officer of Otonomo. |
• | such majority includes at least a majority of the shares held by shareholders who are not controlling shareholders and do not have a personal interest in such compensation policy and who are present and voting (excluding abstentions); or |
• | the total number of shares of non-controlling shareholders and shareholders who do not have a personal interest in the compensation policy and who vote against the policy, does not exceed 2% of the company’s aggregate voting rights. |
• | the education, skills, experience, expertise and accomplishments of the relevant office holder; |
• | the office holder’s position, responsibilities and prior compensation agreements with him or her; |
• | the ratio between the cost of the terms of employment of an office holder and the cost of the employment of other employees of the company, including employees employed through contractors who provide services to the company, in particular the ratio between such cost, the average and median salary of the employees of the company, as well as the impact of such disparities on the work relationships in the company; |
• | if the terms of employment include variable components—the possibility of reducing variable components at the discretion of the board of directors and the possibility of setting a limit on the value of non-cash variable equity-based components; and |
• | if the terms of employment include severance compensation—the term of employment or office of the office holder, the terms of his or her compensation during such period, the company’s performance during the such period, his or her individual contribution to the achievement of the company goals and the maximization of its profits and the circumstances under which he or she is leaving the company. |
• | with regard to variable components of compensation: |
• | with the exception of office holders who report directly to the chief executive officer, provisions determining the variable components on the basis of long-term performance and on measurable criteria; however, the company may determine that an immaterial part of the variable components of the compensation package of an office holder shall be awarded based on non-measurable criteria, if such amount is not higher than three monthly salaries per annum, while taking into account such office holder’s contribution to the company; and |
• | the ratio between variable and fixed components, as well as the limit on the values of variable components at the time of their grant. |
• | a condition under which the office holder will return to the company, according to conditions to be set forth in the compensation policy, any amounts paid as part of his or her terms of employment, if such amounts were paid based on information later to be discovered to be wrong, and such information was restated in the company’s financial statements; |
• | minimum holding or vesting period of variable equity-based components to be set in the terms of office or employment, as applicable, while taking into consideration long-term incentives; and |
• | a limit on retirement grants. |
• | overseeing and assisting its board in reviewing and recommending nominees for election as directors; |
• | assessing the performance of the members of the board; and |
• | establishing and maintaining effective corporate governance policies and practices, including, but not limited to, developing and recommending to Otonomo’s board of directors a set of corporate governance guidelines applicable to Otonomo. |
A. |
Description of Ordinary Shares |
• | amendments to the Otonomo Articles; |
• | appointment or termination of our auditors; |
• | election of directors, including external directors (unless otherwise determined in Otonomo Articles); |
• | approval of certain related party transactions; |
• | increases or reductions of our authorized share capital; |
• | a merger; and |
• | the exercise of our board of directors’ powers by a general meeting, if our board of directors is unable to exercise its powers and the exercise of any of its powers is required for our proper management. |
• | a financial liability imposed on him or her in favor of another person pursuant to a judgment, including a settlement or arbitrator’s award approved by a court. However, if an undertaking to indemnify an office holder with respect to such liability is provided in advance, then such an undertaking must be limited to events which, in the opinion of the board of directors, can be foreseen based on the company’s activities when the undertaking to indemnify is given, and to an amount or according to criteria determined by the board of directors as reasonable under the circumstances, and such undertaking shall detail the abovementioned events and amount or criteria; |
• | reasonable litigation expenses, including attorneys’ fees, incurred by the office holder as a result of an investigation or proceeding instituted against him or her by an authority authorized to conduct such investigation or proceeding, provided that (i) no indictment was filed against such office holder as a result of such investigation or proceeding; and (ii) no financial liability, such as a criminal penalty, was imposed upon him or her as a substitute for the criminal proceeding as a result of such investigation or proceeding or, if such financial liability was imposed, it was imposed with respect to an offense that does not require proof of criminal intent; and |
• | reasonable litigation expenses, including attorneys’ fees, incurred by the office holder or imposed by a court in proceedings instituted against him or her by the company, on its behalf or by a third-party or in connection with criminal proceedings in which the office holder was acquitted or as a result of a conviction for an offense that does not require proof of criminal intent. |
• | a breach of the duty of loyalty to the company, to the extent that the office holder acted in good faith and had a reasonable basis to believe that the act would not prejudice the company; |
• | a breach of the duty of care to the company or to a third-party, including a breach arising out of the negligent conduct of the office holder; |
• | a financial liability imposed on the office holder in favor of a third-party; |
• | a financial liability imposed on the office holder in favor of a third-party harmed by a breach in an administrative proceeding; and |
• | reasonable litigation expenses, including attorneys’ fees, incurred by the office holder as a result of an administrative proceeding instituted against him or her. |
• | a breach of the duty of loyalty, except to the extent that the office holder acted in good faith and had a reasonable basis to believe that the act would not prejudice the company; |
• | a breach of the duty of care committed intentionally or recklessly, excluding a breach arising out of the negligent conduct of the office holder; |
• | an act or omission committed with intent to derive illegal personal benefit; or |
• | a fine or forfeit levied against the office holder. |
B. |
Description of Otonomo Warrants |
• | in whole and not in part; |
• | at a price of $0.01 per warrant; |
• | upon not less than 30 days’ prior written notice of redemption (the “30-day redemption period”) to each warrant holder; and |
• | if, and only if, the reported last sale price of the ordinary shares equals or exceeds $18.00 per share (as adjusted for stock splits, stock dividends, reorganizations, recapitalizations and the like) for any 20 trading days within a 30-trading day period commencing on August 13, 2021 and ending three business days before the company sends the notice of redemption to the warrant holders. |
• | each person known by Otonomo to beneficially own more than 5% of the outstanding shares of ordinary shares; |
• | each of Otonomo’s named executive officers and directors; and |
• | all of Otonomo’s named executive officers and directors as a group. |
Name and Address of Beneficial Owner |
Number of shares beneficially owned ordinary shares |
Percentage of Outstanding Shares |
||||||
Directors and Executive Officers of Otonomo: |
||||||||
Ben Volkow (1) |
16,472,473 | 13.1 | % | |||||
Bonnie Moav (2) |
280,744 | * | ||||||
Anders Truelsen |
— | — | ||||||
Doron Simon |
— | — | ||||||
Matan Tessler (3) |
187,255 | * | ||||||
Shlomi Oren (4) |
144,186 | * | ||||||
Hagit Tene-Pereg (5) |
107,506 | * | ||||||
Andrew Geisse (6) |
4,202,688 | 3.3 | % | |||||
Amit Karp (7) |
— | * | ||||||
Yuval Cohen (8) |
11,295,793 | 9.0 | % | |||||
Benny Schnaider (9) |
714,309 | * | ||||||
Vered Raviv Schwarz |
— | * | ||||||
Jonathan Huberman (10) |
9,512,500 | 7.3 | % | |||||
All executive officers and directors as a group (13 individuals) |
||||||||
Five Percent or More Holders: |
42,917,454 |
31.8 |
% | |||||
Aptiv Financial Services (Luxembourg) S.à.r.l. (11) |
9,398,274 | 7.5 | % | |||||
Avner Cohen (12) |
8,163,539 | 6.5 | % | |||||
Entities affiliated with Bessemer Venture |
||||||||
Partners (13) |
19,470,539 | 15.5 | % | |||||
Entities affiliated with Stage One (14) |
11,295,793 | 9.0 | % |
* | Less than 1%. |
(1) | Consists of 16,436,604 ordinary shares held directly by Mr. Volkow and 35,869 ordinary shares subject to options exercisable within 60 days of August 13, 2021. |
(2) | Consists of ordinary shares subject to options exercisable within 60 days of August 13, 2021. |
(3) | Consists of ordinary shares subject to options exercisable within 60 days of August 13, 2021 |
(4) | Consists of ordinary shares subject to options exercisable within 60 days of August 13, 2021. |
(5) | Consists of ordinary shares subject to options exercisable within 60 days of August 13, 2021. |
(6) | Consists of: (a) 1,044,697 ordinary shares held by Andrew M and Jane S Geisse 2000 Trust (Mr. Geisse is affiliated with Andrew M and Jane S Geisse 2000 Trust and may be deemed to have beneficial ownership with respect to these shares); (b) 2,861,819 ordinary shares subject to options exercisable within 60 days of August 13, 2021; and (c) 296,172 ordinary shares granted to Marla Bay Advisors, LLC subject to options exercisable within 60 days of August 13, 2021 (Mr. Geisse is affiliated with Marla Bay Advisors, LLC and may be deemed to have beneficial ownership with respect to these options). Mr. Geisse is an Operating Partner at Bessemer Venture Partners. Mr. Geisse otherwise disclaims beneficial ownership interest of the securities held by the Bessemer Entities (as defined below) referred to in footnote (13) below, except to the extent of his pecuniary interest, if any, in such securities. |
(7) | Mr. Karp is a Partner at Bessemer Venture Partners. Mr. Karp disclaims beneficial ownership interest of the securities held by the Bessemer Entities (as defined below) referred to in footnote (13) below, except to the extent of his pecuniary interest, if any, in such securities by virtue of his indirect interest in the Bessemer Entities. |
(8) | Consists of ordinary shares identified in footnote (14) below. Mr. Cohen is affiliated with Stage One (as defined below) and may be deemed to have beneficial ownership with respect to these shares. |
(9) | Consists of: (a) 414,990 ordinary shares held by ZAG Trust (Mr. Schnaider is affiliated with ZAG Trust and may be deemed to have beneficial ownership with respect to these shares); and (b) 299,319 ordinary shares subject to options exercisable within 60 days of August 13, 2021. Mr. Schnaider is a Venture Partner and Investment Committee member at StageOne Ventures. Mr. Schnaider otherwise disclaims beneficial ownership interest of the securities held by Stage One referred to in footnote (14) below, except to the extent of his pecuniary interest, if any, in such securities by virtue of his indirect limited partnership interest in Stage One entities. |
(10) | Consists of: (a) 5,200,000 ordinary shares underlying warrants exercisable within 60 days of August 13, 2021; and (b) 4,312,500 ordinary shares held by Software Acquisition Holdings II LLC, of which Mr. Huberman is a member. Mr. Huberman disclaims any beneficial ownership of the reported securities other than to the extent of any pecuniary interest he may have therein, directly or indirectly. The business address for Mr. Huberman is 1980 Festival Plaza Drive, Ste. 300, Las Vegas, Nevada 89135. |
(11) | Aptiv PLC (NYSE: APTV), is the ultimate beneficial owner of Aptiv Financial Services (Luxembourg) S.à.r.l. The members of the board of directors of Aptiv PLC may be deemed to have shared voting and dispositive control over the shares. The members of the board of directors of Aptiv PLC are Rajiv L. Gupta, Kevin P. Clark, Richard L. Clemmer, Nancy E. Cooper, Nicholas M. Donofrio, Joseph L. (Jay) Hooley, Merit E. Janow, Sean O. Mahoney, Paul M. Meister, Robert K. (Kelly) Ortberg, Colin J. Parris, and Ana G. Pinczuk. The business address of each of the foregoing is 5 Hanover Quay, Grand Canal Dock, Dublin, D02 VY79, Ireland. |
(12) | Consists of ordinary shares held by directly by Mr. Cohen. |
(13) | Consists of (i) 10,810,045 ordinary shares held directly by Bessemer Venture Partners IX L.P., or Bessemer IX, and (ii) 8,660,494 ordinary shares held directly by Bessemer Venture Partners IX Institutional L.P., or Bessemer Institutional, and together with Bessemer IX, the “Bessemer Entities.” The Bessemer Entities are affiliate funds of Bessemer Venture Partners. Deer IX & Co. L.P., or Deer IX L.P. is the general partner of the Bessemer Entities. Deer IX & Co. Ltd., or Deer IX Ltd. is the general partner of Deer IX L.P. Robert P. Goodman, David J. Cowan, Jeremy S. Levine, Byron B. Deeter, Robert M. Stavis and Adam Fisher are the directors of Deer IX Ltd. and hold the voting and dispositive power for the Bessemer Entities. Investment and voting decisions with respect to the shares held by the Bessemer Entities are made by the directors of Deer IX Ltd. acting as an investment committee. The address for each of these entities is c/o Bessemer Venture Partners, 1865 Palmer Avenue, Suite 104, Larchmont, New York 10538. |
(14) | Stage One II Holdings Ltd. is the General Partner of the General Partner of Stage One Venture Capital Fund II (Israel), L.P. and Stage One Venture Capital Fund II (Cayman) L.P. (collectively, “Stage One”). The General Partner of the General Partner has the voting power to direct Stage One to vote and dispose of the securities beneficially owned. The controlling persons of Stage One II Holdings Ltd. are Tal Slobodkin and Yuval Cohen and they may be deemed to have shared voting and dispositive power over the shares. |
The business address of the entities and persons named herein is 12 Abba Eban Blvd., Eckerstein Towers, Bldg. D, 3rd Floor, Herzliya Pituach, Israel, 4672530. |
• | 1% of the total number of ordinary shares then outstanding; or |
• | the average weekly reported trading volume of the ordinary shares during the four calendar weeks preceding the filing of a notice on Form 144 with respect to the sale. |
Names And Addresses |
Securities Beneficially Owned prior to this offering |
Securities to be Sold in this offering |
Securities Beneficially Owned after this offering |
|||||||||||||||||||||||||||||||||||||
Ordinary Shares |
Percentage |
Warrants |
Percentage |
Ordinary Shares |
Warrants |
Ordinary Shares |
Percentage |
Warrants |
Percentage |
|||||||||||||||||||||||||||||||
Alliance Ventures B.V. (1) |
5,744,441 | 4.6 | % | — | — | 5,744,441 | — | — | — | — | — | |||||||||||||||||||||||||||||
Aptiv Financial Services (Luxembourg) S.à.r.l. (2) |
9,398,274 | 7.5 | % | — | — | 9,398,274 | — | — | — | — | — | |||||||||||||||||||||||||||||
Arena Capital Fund, LP - Series 3 (3) |
25,000 | * | — | — | 25,000 | — | — | — | — | — | ||||||||||||||||||||||||||||||
Arena Capital Fund, LP - Series 6 (4) |
25,000 | * | — | — | 25,000 | — | — | — | — | — | ||||||||||||||||||||||||||||||
Atlas Diversified Master Fund, Ltd. (5) |
600,000 | * | — | — | 600,000 | — | — | — | — | — | ||||||||||||||||||||||||||||||
Avner Cohen |
8,163,539 | 6.5 | % | — | — | 8,163,539 | — | — | — | — | — | |||||||||||||||||||||||||||||
Bansbach Capital Group, LLC (6) |
25,000 | * | — | — | 25,000 | — | — | — | — | — | ||||||||||||||||||||||||||||||
Ben Volkow (7) |
16,472,473 | 13.1 | % | — | — | 16,436,604 | — | 35,869 | * | — | — | |||||||||||||||||||||||||||||
Beryl Capital Partners II LP (8) |
41,934 | * | — | — | 41,934 | — | — | — | — | — | ||||||||||||||||||||||||||||||
Beryl Capital Partners LP (9) |
3,442 | * | — | — | 3,442 | — | — | — | — | — | ||||||||||||||||||||||||||||||
Bessemer Venture Partners IX Institutional L.P. (10) |
8,660,494 | 6.9 | % | — | — | 8,660,494 | — | — | — | — | — | |||||||||||||||||||||||||||||
Bessemer Venture Partners IX L.P. (11) |
10,810,045 | 8.6 | % | — | — | 10,810,045 | — | — | — | — | — | |||||||||||||||||||||||||||||
BNP Paribas Funds Energy Transition (12) |
5,539,716 | 4.4 | % | — | — | 3,500,000 | — | 2,039,716 | 1.6 | % | — | — | ||||||||||||||||||||||||||||
Bond E Oman (13) |
25,000 | * | — | — | 25,000 | — | — | — | — | — | ||||||||||||||||||||||||||||||
Corbin Hedged Equity Fund LP (14) |
41,710 | * | — | — | 3,343 | — | 38,367 | * | — | — | ||||||||||||||||||||||||||||||
D. E. Shaw Oculus Portfolios, L.L.C. (15) |
50,000 | * | — | — | 50,000 | — | — | — | — | — | ||||||||||||||||||||||||||||||
D. E. Shaw Valence Portfolios, L.L.C. (16) |
150,000 | * | — | — | 150,000 | — | — | — | — | — | ||||||||||||||||||||||||||||||
EMC Corporation (17) |
10,000 | * | — | — | 10,000 | — | — | — | — | — | ||||||||||||||||||||||||||||||
FIAM Target Date Blue Chip Growth Commingled Pool By: |
||||||||||||||||||||||||||||||||||||||||
Fidelity Institutional Asset Management Trust Company as Trustee (18)(19) |
17,743 | * | — | — | 17,743 | — | — | — | — | — | ||||||||||||||||||||||||||||||
Fidelity Advisor Series I: Fidelity Advisor Balanced Fund - Information Technology Sub (18)(20) |
96,391 | * | — | — | 96,391 | — | — | — | — | — | ||||||||||||||||||||||||||||||
Fidelity Advisor Series I: Fidelity Advisor Growth Opportunities Fund (18)(21) |
806,051 | * | — | — | 806,051 | — | — | — | — | — | ||||||||||||||||||||||||||||||
Fidelity Advisor Series I: Fidelity Advisor Series Growth Opportunities Fund (18)(22) |
29,024 | * | — | — | 29,024 | — | — | — | — | — | ||||||||||||||||||||||||||||||
Fidelity Blue Chip Growth Commingled Pool By: Fidelity Management Trust Company, as Trustee (18)(23) |
7,746 | * | — | — | 7,746 | — | — | — | — | — | ||||||||||||||||||||||||||||||
Fidelity Blue Chip Growth Institutional Trust By its manager Fidelity Investments Canada ULC (18)(24) |
613 | * | — | — | 613 | — | — | — | — | — | ||||||||||||||||||||||||||||||
Fidelity NorthStar Fund - Sub D by its manager Fidelity Investments Canada ULC (18)(25) |
35,458 | * | — | — | 35,458 | — | — | — | — | — | ||||||||||||||||||||||||||||||
Fidelity Puritan Trust: Fidelity Balanced Fund - Information Technology Sub (18)(26) |
722,346 | * | — | — | 722,346 | — | — | — | — | — | ||||||||||||||||||||||||||||||
Fidelity Puritan Trust: Fidelity Balanced K6 Fund - Information Technology Sub-portfolio (18)(27) |
10,488 | * | — | — | 10,488 | — | — | — | — | — | ||||||||||||||||||||||||||||||
Fidelity Securities Fund: Fidelity Blue Chip Growth Fund (18)(28) |
222,779 | * | — | — | 222,779 | — | — | — | — | — | ||||||||||||||||||||||||||||||
Fidelity Securities Fund: Fidelity Flex Large Cap Growth Fund (18)(29) |
464 | * | — | — | 464 | — | — | — | — | — | ||||||||||||||||||||||||||||||
Fidelity Securities Fund: Fidelity Blue Chip Growth K6 Fund (18)(30) |
24,398 | * | — | — | 24,398 | — | — | — | — | — |
Names And Addresses |
Securities Beneficially Owned prior to this offering |
Securities to be Sold in this offering |
Securities Beneficially Owned after this offering |
|||||||||||||||||||||||||||||||||||||
Ordinary Shares |
Percentage |
Warrants |
Percentage |
Ordinary Shares |
Warrants |
Ordinary Shares |
Percentage |
Warrants |
Percentage |
|||||||||||||||||||||||||||||||
Fidelity Securities Fund: Fidelity Series Blue Chip Growth Fund (18)(31) |
26,257 | * | — | — | 26,257 | — | — | — | — | — | ||||||||||||||||||||||||||||||
Fidelity Select Portfolios : Select Automotive Portfolio (18)(32) |
17,390 | * | — | — | 17,390 | — | — | — | — | — | ||||||||||||||||||||||||||||||
Fidelity Select Portfolios: Select Technology Portfolio (18)(33) |
1,048,000 | * | — | — | 1,048,000 | — | — | — | — | — | ||||||||||||||||||||||||||||||
Fidelity U.S. Growth Opportunities Investment Trust by its manager Fidelity Investments Canada ULC (18)(34) |
9,840 | * | — | — | 9,840 | — | — | — | — | — | ||||||||||||||||||||||||||||||
Glazer Enhanced Fund, LP (35) |
13,332 | * | — | — | 13,332 | — | — | — | — | — | ||||||||||||||||||||||||||||||
Glazer Enhanced Offshore Fund, Ltd. (36) |
30,900 | * | — | — | 30,900 | — | — | — | — | — | ||||||||||||||||||||||||||||||
Hartford Growth Fund Limited (37) |
300,000 | * | — | — | 300,000 | — | — | — | — | — | ||||||||||||||||||||||||||||||
Hearst Ventures, Inc. (38) |
1,988,906 | 1.6 | % | — | — | 10,000 | — | 1,978,906 | 1.6 | % | — | — | ||||||||||||||||||||||||||||
Highmark Limited, in Respect of Its Segregated account, Highmark Multi-strategy 2 (39) |
5,768 | * | — | — | 5,768 | — | — | — | — | — | ||||||||||||||||||||||||||||||
Hood River Capital Management LLC (40) |
450,000 | * | — | — | 450,000 | — | — | — | — | — | ||||||||||||||||||||||||||||||
Kepos Alpha Master Fund L.P. (41) |
581,000 | * | — | — | 581,000 | — | — | — | — | — | ||||||||||||||||||||||||||||||
Kepos Carbon Transition Master Fund L.P. (42) |
69,000 | * | — | — | 69,000 | — | — | — | — | — | ||||||||||||||||||||||||||||||
Lugard Road Capital Master Fund, LP (43) |
147,760 | * | — | — | 147,760 | — | — | — | — | — | ||||||||||||||||||||||||||||||
Luxor Capital Partners Long Offshore Master Fund, LP (43) |
509 | * | — | — | 509 | — | — | — | — | — | ||||||||||||||||||||||||||||||
Luxor Capital Partners Long, LP (43) |
1,842 | * | — | — | 1,842 | — | — | — | — | — | ||||||||||||||||||||||||||||||
Luxor Capital Partners Offshore Master Fund, LP (43) |
43,850 | * | — | — | 43,850 | — | — | — | — | — | ||||||||||||||||||||||||||||||
Luxor Capital Partners, LP (43) |
69,709 | * | — | — | 69,709 | — | — | — | — | — | ||||||||||||||||||||||||||||||
Luxor Gibraltar, LP- Series 1(43) |
4,930 | * | — | — | 4,930 | — | — | — | — | — | ||||||||||||||||||||||||||||||
Luxor Wavefront, LP (43) |
31,400 | * | — | — | 31,400 | — | — | — | — | — | ||||||||||||||||||||||||||||||
Ophir Asset Management Pty Ltd as agent for JPMCB New York ACF Ophir Global High Conviction Fund (44) |
900,000 | * | — | — | 900,000 | — | — | — | — | — | ||||||||||||||||||||||||||||||
Pinehurst Partners LP (45) |
17,054 | * | — | — | 1,281 | — | 15,773 | * | — | — | ||||||||||||||||||||||||||||||
Senvest Master Fund, LP (46) |
2,300,000 | 1.8 | % | — | — | 2,300,000 | — | — | — | — | — | |||||||||||||||||||||||||||||
Senvest Technology Partners Master Fund, LP (46) |
700,000 | * | — | — | 700,000 | — | — | — | — | — | ||||||||||||||||||||||||||||||
SMALLCAP World Fund, Inc. (47) |
2,800,000 | 2.2 | % | — | — | 2,800,000 | — | — | — | — | — | |||||||||||||||||||||||||||||
Software Acquisition Holdings II LLC (48) |
9,512,500 | 7.6 | % | 5,200,000 | 37.6 | % | 9,512,500 | 5,200,000 | — | — | — | — | ||||||||||||||||||||||||||||
Sphera Master Fund LP (49) |
600,000 | * | — | — | 600,000 | — | — | — | — | — | ||||||||||||||||||||||||||||||
Stage One Venture Capital Fund II (Cayman) L.P. (50) |
1,409,557 | 1.1 | % | — | — | 1,409,557 | — | — | — | — | — | |||||||||||||||||||||||||||||
Stage One Venture Capital Fund II (Israel) L.P. (50) |
9,886,236 | 7.9 | % | — | — | 9,886,236 | — | — | — | — | — | |||||||||||||||||||||||||||||
Tech Opportunities LLC (51) |
300,000 | * | — | — | 300,000 | — | — | — | — | — | ||||||||||||||||||||||||||||||
The K2 Principal Fund L.P. (52) |
130,000 | * | — | — | 130,000 | — | — | — | — | — | ||||||||||||||||||||||||||||||
Variable Insurance Products Fund III: VIP Balanced Portfolio - Information Technology Sub (18)(53) |
105,387 | * | — | — | 105,387 | — | — | — | — | — | ||||||||||||||||||||||||||||||
Variable Insurance Products Fund III: VIP Growth Opportunities Portfolio (18)(54) |
119,625 | * | — | — | 119,625 | — | — | — | — | — |
* | Less than 1%. |
(1) | Alliance Ventures B.V. (“AVBV”) is a company incorporated in the Netherlands that is co-owned and co-controlled by Renault S.A.S., Nissan Motor Co. Ltd. and Mitsubishi Motors Corporation (the “Shareholders”). The Shareholders have shared power to direct AVBV, to vote and dispose of the shares by decision of the management board, subject to prior unanimous approval of the supervisory board for certain investment thresholds. The members of the management board and the supervisory board are appointed, dismissed and suspended by the general meeting of the Shareholders, subject to unanimous vote. The business address of each of the Shareholders is as follows: Renault S.A.S., 13-15 Quai Alphonse Le Gallo, 92100 Boulogne-Billancourt, France. Nissan Motor Co., Ltd., 1-1, Takashima 1-chome, Nishi-ku, Yokohama-shi, Kanagawa 220-8686, Japan. Mitsubishi Motors Corporation, 1-21, Shibaura 3-chome, Minato-ku, Tokyo 108-8410, Japan. |
(2) | Aptiv PLC (NYSE:APTV), is the ultimate beneficial owner of Aptiv Financial Services (Luxembourg) S.à.r.l. The members of the board of directors of Aptiv PLC may be deemed to have shared voting and dispositive control over the shares. The members of the board of directors of Aptiv PLC are Rajiv L. Gupta, Kevin P. Clark, Richard L. Clemmer, Nancy E. Cooper, Nicholas M. Donofrio, Joseph L. (Jay) Hooley, Merit E. Janow, Sean O. Mahoney, Paul M. Meister, Robert K. (Kelly) Ortberg, Colin J. Parris, and Ana G. Pinczuk. The business address of each of the foregoing is 5 Hanover Quay, Grand Canal Dock, Dublin, D02 VY79, Ireland. |
(3) | The address of Arena Capital Fund, LP - Series 3 is 12121 Wilshire Blvd, Ste 1010, Los Angeles, CA 90025. The natural controlling person is Arena Capital Advisors, LLC, as General Partner of the fund. |
(4) | The address of Arena Capital Fund, LP - Series 6 is 12121 Wilshire Blvd, Ste 1010, Los Angeles, CA 90025. The natural controlling person is Arena Capital Advisors, LLC, as General Partner of the fund. |
(5) | Linburgh Martin, John Sutlic and Scott Schroeder have voting and investment control of the shares held by Atlas Diversified Master Fund, Ltd. and, accordingly, may be deemed to have beneficial ownership of such shares. The address of Atlas Diversified Master Fund, Ltd. is 444 W. Lake St., 50 th Floor, Chicago, Illinois 60606. |
(6) | Voting and investment power over the shares held by Bansbach Capital Group, LLC is held by Louis P. Bansbach IV, as manager of Bansbach Capital Group, LLC. The address of each of the foregoing is 650 S Cherry Street, Suite 1005, Glendale, Colorado 80246. |
(7) | Consists of 16,436,604 ordinary shares held directly by Mr. Volkow and 35,869 ordinary shares subject to options exercisable within 60 days of August 13, 2021. Mr. Volkow is the Chief Executive Officer, Founder and Director of Otonomo. |
(8) | The address of Beryl Capital Partners II LP is 1611 S Catalina Ave, Suite 309, Redondo Beach, CA 90277. |
(9) | The address of Beryl Capital Partners LP is 1611 S Catalina Ave, Suite 309, Redondo Beach, CA 90277. |
(10) | Bessemer Venture Partners IX Institutional L.P. (“Bessemer Institutional”) is an affiliate fund of Bessemer Venture Partners. Deer IX & Co. L.P., or Deer IX L.P. is the general partner of Bessemer Institutional. Deer IX & Co. Ltd., or Deer IX Ltd. is the general partner of Deer IX L.P. Robert P. Goodman, David J. Cowan, Jeremy S. Levine, Byron B. Deeter, Robert M. Stavis and Adam Fisher are the directors of Deer IX Ltd. and hold the voting and dispositive power for Bessemer Institutional. Investment and voting decisions with respect to the shares held by Bessemer Institutional are made by the directors of Deer IX Ltd. acting as an investment committee. Mr. Geisse and Mr. Karp, members of the board of directors of Otonomo, are each Partners at Bessemer Venture Partners. The address of each of these entities is c/o Bessemer Venture Partners, 1865 Palmer Avenue, Suite 104, Larchmont, New York 10538. |
(11) | Bessemer Venture Partners IX L.P. (“Bessemer IX”) is an affiliate fund of Bessemer Venture Partners. Deer IX & Co. L.P., or Deer IX L.P. is the general partner of Bessemer IX. Deer IX & Co. Ltd., or Deer IX Ltd. is the general partner of Deer IX L.P. Robert P. Goodman, David J. Cowan, Jeremy S. Levine, Byron B. Deeter, Robert M. Stavis and Adam Fisher are the directors of Deer IX Ltd. and hold the voting and dispositive power for Bessemer IX. Investment and voting decisions with respect to the shares held by Bessemer IX are made by the directors of Deer IX Ltd. acting as an investment committee. Mr. Geisse and Mr. Karp, members of the board of directors of Otonomo, are each Partners at Bessemer Venture Partners. The address of each of these entities is c/o Bessemer Venture Partners, 1865 Palmer Avenue, Suite 104, Larchmont, New York 10538. |
(12) | The address of BNP Paribas Funds Energy Transition is c/o BNP Paribas Asset Management UK Limited, 5 Aldermanbury Square, London EC2V 7BP, UK. |
(13) | The address of Bond Oman is 2932 Foster Creighton Dr., Nashville, TN 37204. |
(14) | Corbin Capital Partners, L.P. (“CCP”) is the investment manager of Corbin Hedged Equity Fund, L.P. CCP and its general partner, Corbin Capital Partners Group, LLC, may be deemed beneficial owners of the securities being registered in the Registration Statement on behalf of Corbin Hedged Equity Fund, L.P. The address of the foregoing persons is 590 Madison Avenue, 31st Floor, New York, NY 10022. |
(15) | D. E. Shaw Oculus Portfolios, L.L.C. has the power to vote or to direct the vote of (and the power to dispose or direct the disposition of) the securities directly owned by it. |
(16) | D. E. Shaw Valence Portfolios, L.L.C. has the power to vote or to direct the vote of (and the power to dispose or direct the disposition of) the securities directly owned by it. |
(17) | The address of EMC Corporation is c/o Dell Technologies Capital, 430 Cowper St, Palo Alto, CA 94301. |
(18) | These accounts are managed by direct or indirect subsidiaries of FMR LLC. Abigail P. Johnson is a Director, the Chairman, the Chief Executive Officer and the President of FMR LLC. |
(19) | The address of FIAM Target Date Blue Chip Growth Commingled Pool is State Street Bank & Trust PO Box 5756, Boston, Massachusetts 02206, Attn: FLAPPER CO fbo FIAM Target Date Blue Chip Growth Commingled Pool. |
(20) | The address of Fidelity Advisor Series I: Fidelity Advisor Balanced Fund - Information Technology Sub is c/o BNY Mellon, PO Box 392002, Pittsburgh, PA 15230. |
(21) | The address of Fidelity Advisor Series I: Fidelity Advisor Growth Opportunities Fund is Mag & Co. c/o Brown Brothers Harriman & Co. Attn: Corporate Actions /Vault, 140 Broadway, New York, NY 10005. |
(22) | The address of Fidelity Advisor Series I: Fidelity Advisor Series Growth Opportunities Fund is State Street Bank & Trust, PO Box 5756, Boston, Massachusetts 02206, Attn: WARMWIND + CO fbo Fidelity Advisor Series I: Fidelity Advisor Series Growth Opportunities Fund. |
(23) | The address of Fidelity Blue Chip Growth Commingled Pool By: Fidelity Management Trust Company, as Trustee, is Mag & Co. c/o Brown Brothers Harriman & Co., Attn: Corporate Actions /Vault, 140 Broadway, New York, NY 10005. |
(24) | The address of Fidelity Blue Chip Growth Institutional Trust by its manager Fidelity Investments Canada ULC is State Street Bank & Trust, PO Box 5756, Boston, Massachusetts 02206, Attn: THISBE & Co: FBO Blue Chip Growth Institutional Trust. |
(25) | The address of Fidelity NorthStar Fund - Sub D by its manager Fidelity Investments Canada ULC, is State Street Bank & Trust, PO Box 5756, Boston, Massachusetts 02206, Attn: THISBE co fbo Fidelity NorthStar Fund - Sub D. |
(26) | The address of Fidelity Puritan Trust: Fidelity Balanced Fund - Information Technology Sub is The Northern Trust Company, Attn: Trade Securities Processing, 333 South Wabash Ave, 32nd Floor, Chicago, Illinois 60604. |
(27) | The address of Fidelity Puritan Trust: Fidelity Balanced K6 Fund - Information Technology Sub-portfolio is The Northern Trust Company, Attn: Trade Securities Processing, 333 South Wabash Ave, 32nd Floor, Chicago, Illinois 60604. |
(28) | The address of Fidelity Securities Fund: Fidelity Series Blue Chip Growth Fund is State Street Bank & Trust, PO Box 5756, Boston, Massachusetts 02206, Attn: WAVECHART + CO fbo Fidelity Securities Fund: Fidelity Series Blue Chip Growth Fund. |
(29) | The address of Fidelity Securities Fund: Fidelity Flex Large Cap Growth Fund is The Northern Trust Company, Attn: Trade Securities Processing, 333 South Wabash Ave, 32nd Floor, Chicago, Illinois 60604. |
(30) | The address of Fidelity Securities Fund: Fidelity Blue Chip Growth K6 Fund is The Northern Trust Company, Attn: Trade Securities Processing, 333 South Wabash Ave, 32nd Floor, Chicago, Illinois 60604. |
(31) | The address of Fidelity Securities Fund: Fidelity Series Blue Chip Growth Fund is State Street Bank & Trust, PO Box 5756, Boston, Massachusetts 02206, Attn: WAVECHART + CO fbo Fidelity Securities Fund: Fidelity Series Blue Chip Growth Fund. |
(32) | The address of Fidelity Select Portfolios : Select Automotive Portfolio is Mag & Co., c/o Brown Brothers Harriman & Co., Attn: Corporate Actions /Vault, 140 Broadway, New York, NY 10005. |
(33) | The address of Fidelity Select Portfolios: Select Technology Portfolio is Mag & Co., c/o Brown Brothers Harriman & Co., Attn: Corporate Actions /Vault, 140 Broadway, New York, NY 10005. |
(34) | The address of Fidelity U.S. Growth Opportunities Investment Trust by its manager Fidelity Investments Canada ULC is State Street Bank & Trust, PO Box 5756, Boston, Massachusetts 02206, Attn: THISBE co fbo Fidelity U.S. Growth Opportunities Investment Trust. |
(35) | Voting and investment power over the shares held by such entity resides with its investment manager, Glazer Capital, LLC (“Glazer Capital”). Mr. Paul J. Glazer (“Mr. Glazer”), serves as the Managing Member of Glazer Capital and may be deemed to be the beneficial owner of the shares held by such entities. Mr. Glazer, however, disclaims any beneficial ownership of the shares held by such entities. The address of the foregoing individuals and entities is c/o Glazer Capital, LLC, 250 West, 55th Street, Suite 30A, New York, New York 10019. |
(36) | Voting and investment power over the shares held by such entity resides with its investment manager, Glazer Capital, LLC (“Glazer Capital”). Mr. Paul J. Glazer (“Mr. Glazer”), serves as the Managing Member of Glazer Capital and may be deemed to be the beneficial owner of the shares held by such entities. Mr. Glazer, however, disclaims any beneficial ownership of the shares held by such entities. The address of the foregoing individuals and entities is c/o Glazer Capital, LLC, 250 West, 55th Street, Suite 30A, New York, New York 10019. |
(37) | Voting and investment power over the securities held by Hartford Growth Fund Limited resides with Steven Clark, Peter Heaps and Thierry Nakache. The address of Hartford Growth Fund Limited is c/o Ogier Global (Cayman) Limited, 89 Nexus Way, Camana Bay, Grand Cayman KY1-9009, Cayman Islands. |
(38) | Voting and investment power over the securities held by Hearst Ventures, Inc. resides with Kenneth A. Bronfin, James M. Asher and Mitchell I. Scherzer. The address of Hearst Ventures, Inc. is 300 West 57 th Street, New York, NY 10019. |
(39) | Voting and investment power over the shares held by such entity resides with its investment manager, Glazer Capital, LLC (“Glazer Capital”). Mr. Paul J. Glazer (“Mr. Glazer”), serves as the Managing Member of Glazer Capital and may be deemed to be the beneficial owner of the shares held by such entities. Mr. Glazer, however, disclaims any beneficial ownership of the shares held by such entities. The address of the foregoing individuals and entities is c/o Glazer Capital, LLC, 250 West, 55th Street, Suite 30A, New York, New York 10019. |
(40) | Voting and investment power over the securities held by Hood River Capital Management, LLC resides with Brian Smoluch, Chief Executive Officer and Portfolio Manager of Hood River Capital Management LLC, the investment advisor to Hood River Small-Cap Growth Fund. The address of the foregoing individuals and entities is 2373 PGA Blvd., Suite 200, Palm Beach Gardens, FL 33410. |
(41) | Kepos Capital LP is the investment manager of the selling securityholder and Kepos Partners LLC is the General Partner of the selling securityholder and each may be deemed to have voting and dispositive power with respect to the shares. The general partner of Kepos Capital LP is Kepos Capital GP LLC (the “Kepos GP”) and the Managing Member of Kepos Partners LLC is Kepos Partners MM LLC (“Kepos MM”). Mark Carhart controls Kepos GP and Kepos MM and, accordingly, may be deemed to have voting and dispositive power with respect to the shares held by this selling securityholder. Mr. Carhart disclaims beneficial ownership of the shares held by the selling securityholder. The address of the foregoing individuals and entities is c/o Kepos Capital LP, 11 Times Square, 35 th Flr, New York, NY 10036. |
(42) | Kepos Capital LP is the investment manager of the selling securityholder and Kepos Partners LLC is the General Partner of the selling securityholder and each may be deemed to have voting and dispositive power |
|
with respect to the shares. The general partner of Kepos Capital LP is Kepos Capital GP LLC (the “Kepos GP”) and the Managing Member of Kepos Partners LLC is Kepos Partners MM LLC (“Kepos MM”). Mark Carhart controls Kepos GP and Kepos MM and, accordingly, may be deemed to have voting and dispositive power with respect to the shares held by this selling securityholder. Mr. Carhart disclaims beneficial ownership of the shares held by the selling securityholder. The address of the foregoing individuals and entities is c/o Kepos Capital LP, 11 Times Square, 35 th Flr, New York, NY 10036. |
(43) | Securities hereby offered consist of (i) 147,760 ordinary shares held by Lugard Road Capital Master Fund, LP (“Lugard”) beneficially owned by Luxor Capital Group, LP, the investment manager of Lugard; (ii) 509 ordinary shares held by Luxor Capital Partners Long Offshore Master Fund, LP (“Luxor Long Offshore”) beneficially owned by Luxor Capital Group, LP, the investment manager of Luxor Long Offshore (iii) 1,842 ordinary shares held by Luxor Capital Partners Long, LP (“Luxor Long”) beneficially owned by Luxor Capital Group, LP, the investment manager of Luxor Long; (iv) 43,850 ordinary shares held by Luxor Capital Partners Offshore Master Fund, LP(“Luxor Offshore”) beneficially owned by Luxor Capital Group, LP, the investment manager of Luxor Offshore; (v) 69,709 ordinary shares held by Luxor Capital Partners, LP (“Luxor Capital”) beneficially owned by Luxor Capital Group, LP, the investment manager of Luxor Capital; (vi) 31,400 ordinary shares held by Luxor Wavefront, LP (“Luxor Wavefront”) beneficially owned by Luxor Capital Group, LP, the investment manager of Luxor Wavefront; and (vii) 4,930 ordinary shares held by Luxor Gibraltar, LP - Series 1 (“Luxor Gibraltar”) beneficially owned by Luxor Capital Group, LP, the investment manager of Luxor Gibraltar. Christian Leone, in his position as Portfolio Manager at Luxor Capital Group, LP, may be deemed to have voting and investment power with respect to the securities owned by Luxor Long Offshore, Luxor Long, Luxor Offshore, Luxor Capital, Luxor Wavefront, and Luxor Gibraltar. Jonathan Green, in his position as Portfolio Manager at Luxor Capital Group, LP, may be deemed to have voting and investment power with respect to the securities held by Lugard. Mr. Leone and Mr. Green each disclaims beneficial ownership of any of the PIPE shares over which each exercises voting and investment power. The mailing address of each of the above-mentioned funds is 1114 Avenue of the Americas, 28th Fl New York, NY 10036. |
(44) | Steven Ng and Andrew Mitchell are the control persons of Ophir Asset Management Pty Ltd as Agent for the Ophir Global Opportunities Fund. The address of the foregoing individuals and entities is Level 26, Governor Phillip Tower, 1 Farrer Place, Sydney NSW 2000, Australia. |
(45) | Corbin Capital Partners, L.P. (“CCP”) is the investment manager of Pinehurst Partners, L.P., CCP and its general partner, Corbin Capital Partners Group, LLC, may be deemed beneficial owners of the securities being registered in this prospectus on behalf of Pinehurst Partners, L.P. Craig Bergstrom is the Chief Investment Officer of CCP, the investment manager of this Selling Securityholder, and accordingly may be deemed to have voting and dispositive power with respect to the shares held by this Selling Securityholder. Mr. Bergstrom disclaims beneficial ownership of such shares. The address of the foregoing individuals and entities is 590 Madison Avenue, 31st Floor, New York, NY 10022. |
(46) | Senvest Management, LLC may be deemed to beneficially own the securities held by Senvest Master Fund, LP and Senvest Technology Partners Master Fund, LP (the “Senvest Investment Vehicles”) by virtue of Senvest Management, LLC’s position as investment manager of the Senvest Investment Vehicles. Richard Mashaal may be deemed to beneficially own the securities held by the Senvest Investment Vehicles by virtue of Mr. Mashaal’s status as the managing member of Senvest Management, LLC. The mailing address of the foregoing entities is 540 Madison Avenue 32nd Floor, New York, NY 10022. |
(47) | Capital Research and Management Company (“CRMC”) is the investment adviser for SMALLCAP World Fund, Inc. (“SCWF”). For purposes of the reporting requirements of the Exchange Act, CRMC and Capital World Investors (“CWI”) may be deemed to be the beneficial owner of the securities held by SCWF; however, each of CRMC and CWI expressly disclaims that it is, in fact, the beneficial owner of such securities. Brady L. Enright, Julian N. Abdey, Jonathan Knowles, Gregory W. Wendt, Peter Eliot, Bradford F. Freer, Leo Hee, Roz Hongsaranagon, Harold H. La, Dimitrije Mitrinovic, Aidan O’Connell, Samir Parekh, Andraz Razen, Renaud H. Samyn, Michael Beckwith, and Arun Swaminathan, as portfolio managers, have voting and investment powers over the securities held by SCWF. The address of SCWF is c/o Capital Research and Management |
Company, 333 S. Hope St., 50th Floor, Los Angeles, California 90071. SCWF acquired the securities being registered hereby in the ordinary course of its business |
(48) | Consists of (a) 4,312,500 ordinary shares, (b) 5,200,000 ordinary shares issuable upon the exercise of warrants, and (c) 5,200,000 warrants. Software Acquisition Holdings II LLC (the “Sponsor”) is the record holder of such shares. The Sponsor is controlled by a board of managers which consists of Jonathan Huberman, Mike Nikzad and Andrew Nikou. As such, they have voting and investment discretion with respect to the ordinary shares held of record by the Sponsor and may be deemed to have shared beneficial ownership of the ordinary shares held directly by the Sponsor. Mr. Huberman, a member of the board of directors of Otonomo, is affiliated with the Sponsor. The address of each of the foregoing individuals and entities is 1980 Festival Plaza Drive, Ste. 300, Las Vegas, Nevada 89135. |
(49) | Ron Senator has voting and investment control over the securities held by Sphera Master Fund LP. The address of the foregoing individual and entity is c/o Sphera Fund Mangement 2 Haa’rbaa St., Platinum Houas, Tel Aviv, Israel. |
(50) | Stage One II Holdings Ltd. is the General Partner of the General Partner of Stage One Venture Capital Fund II (Israel), L.P. and Stage One Venture Capital Fund II (Cayman) L.P. (collectively, “Stage One”). The General Partner of the General Partner has the voting power to direct Stage One to vote and dispose of the securities beneficially owned. The controlling persons of Stage One II Holdings Ltd. are Tal Slobodkin and Yuval Cohen and they may be deemed to have shared voting and dispositive power over the shares. Mr. Cohen and Mr. Schnaider, members of the board of directors of Otonomo, are each affiliated with Stage One. The business address of the entities and persons named herein is 12 Abba Eban Blvd., Eckerstein Towers, Bldg. D, 3rd Floor, Herzliya Pituach, Israel, 4672530. |
(51) | Hudson Bay Capital Management LP, the investment manager of Tech Opportunities LLC, has voting and investment power over these securities. Sander Gerber is the managing member of Hudson Bay Capital GP LLC, which is the general partner of Hudson Bay Capital Management LP. Each of Tech Opportunities LLC and Sander Gerber disclaims beneficial ownership over these securities. The business address of the entities and persons named herein is 777 Third Avenue, 30th Floor, New York, NY 10017. |
(52) | K2 Genpar 2017 Inc. is the general partner of The K2 Principal Fund L.P. and Daniel Gosselin, Secretary of K2 Genpar 2017 Inc., has investment and dispositive power over the securities beneficially owned by The K2 Principal Fund L.P. The business address of the entities and persons named herein is 2 Bloor Street West, Suite 801, Toronto, Canada M4W 3E2. |
(53) | The address of Variable Insurance Products Fund III: VIP Balanced Portfolio - Information Technology Sub is BNY Mellon, PO Box 392002, Pittsburgh PA 15230. |
(54) | The address of Variable Insurance Products Fund III: VIP Growth Opportunities Portfolio is The Northern Trust Company, Attn: Trade Securities Processing, 333 South Wabash Ave, 32nd Floor, Chicago, Illinois 60604. |
• | information on the appropriateness of a given action submitted for his or her approval or performed by virtue of his or her position; and |
• | all other important information pertaining to these actions. |
• | refrain from any conflict of interest between the performance of his or her duties in the company and his or her personal affairs; |
• | refrain from any activity that is competitive with the business of the company; |
• | refrain from exploiting any business opportunity of the company in order to receive a personal gain for himself or herself or others; and |
• | disclose to the company any information or documents relating to the company’s affairs which the office holder received as a result of his or her position as an office holder. |
• | an amendment to the company’s articles of association; |
• | an increase of the company’s authorized share capital; |
• | a merger; or |
• | interested party transactions that require shareholder approval. |
• | regulated investment companies and real estate investment trusts; |
• | brokers, dealers or traders in securities; |
• | traders in securities that elect to mark to market interested party transactions that require shareholder approval; |
• | tax-exempt organizations or governmental organizations; |
• | U.S. expatriates and former citizens or long-term residents of the United States; |
• | persons holding ordinary shares and/or warrants, as the case may be, as part of a hedge, straddle, constructive sale, or other risk reduction strategy or as part of a conversion transaction or other integrated investment; |
• | persons subject to special tax accounting rules as a result of any item of gross income with respect to ordinary shares and/or warrants, as the case may be, being taken into account in an applicable financial statement; |
• | persons that actually or constructively own 5% or more (by vote or value) of the ordinary shares; |
• | “controlled foreign corporations,” “passive foreign investment companies,” and corporations that accumulate earnings to avoid U.S. federal income tax; |
• | S corporations, partnerships or other entities or arrangements treated as partnerships or other flow-through entities for U.S. federal income tax purposes (and investors therein); |
• | U.S. Holders having a functional currency other than the U.S. dollar; |
• | persons who hold or received ordinary shares and/or warrants, as the case may be, pursuant to the exercise of any employee stock option or otherwise as compensation; and |
• | tax-qualified retirement plans. |
• | an individual who is a citizen or resident of the United States; |
• | a corporation (or other entity taxable as a corporation) created or organized under the laws of the United States, any state thereof, or the District of Columbia; |
• | an estate, the income of which is subject to U.S. federal income tax regardless of its source; or; |
• | a trust that (1) is subject to the primary supervision of a U.S. court and the control of one or more “United States persons” (within the meaning of Section 7701(a)(30) of the Code), or (2) has a valid election in effect to be treated as a “United States person” (within the meaning of Section 7701(a)(30) of the Code) for U.S. federal income tax purposes. |
• | either (a) the shares are readily tradable on an established securities market in the United States, or (b) Otonomo is eligible for the benefits of a qualifying income tax treaty with the United States that includes an exchange of information program; |
• | Otonomo is neither a PFIC (as discussed below under below under “— Passive Foreign Investment Company Rules |
• | the U.S. Holder satisfies certain holding period requirements; and |
• | the U.S. Holder is not under an obligation to make related payments with respect to positions in substantially similar or related property. |
• | at least 75% of its gross income for such year is passive income; or |
• | at least 50% of the value of its assets (generally based on an average of the quarterly values of the assets) during such year is attributable to assets that produce passive income or are held for the production of passive income. |
• | the excess distribution or gain will be allocated ratably over the U.S. Holder’s holding period for the ordinary shares; |
• | the amount allocated to the current taxable year, and any taxable years in the U.S. Holder’s holding period prior to the first taxable year in which Otonomo is a PFIC, will be treated as ordinary income; and |
• | the amount allocated to each other taxable year will be subject to the highest tax rate in effect for individuals or corporations, as applicable, for each such year and the interest charge generally applicable to underpayments of tax will be imposed on the resulting tax attributable to each such year. |
3 |
Note to Draft: To be confirmed by Otonomo. |
• | a nonresident alien individual, other than certain former citizens and residents of the United States; |
• | a foreign corporation; or |
• | a foreign estate or trust. |
• | the gain or distribution is effectively connected with the Non-U.S. Holder’s conduct of a trade or business within the United States (and, if required by an applicable income tax treaty, the Non-U.S. Holder maintains a permanent establishment in the United States to which such gain is attributable); or |
• | in the case of any gain, the Non-U.S. Holder is a nonresident alien individual present in the United States for 183 days or more during the taxable year of the disposition and certain other requirements are met. |
• | Amortization of the cost of purchased patent, rights to use a patent, and know-how, which are used for the development or advancement of the Industrial Enterprise, over an eight-year period, commencing on the year in which such rights were first exercised; |
• | Under limited conditions, an election to file consolidated tax returns with controlled Israeli Industrial Companies; |
• | Expenses related to a public offering are deductible in equal amounts over three years commencing on the year of the offering. |
• | The expenditures are approved by the relevant Israeli government ministry, determined by the field of research; |
• | The research and development must be for the promotion of the company; and |
• | The research and development is carried out by or on behalf of the company seeking such tax deduction. |
• | ordinary brokerage transactions and transactions in which the broker-dealer solicits purchasers; |
• | block trades in which the broker-dealer will attempt to sell the shares as agent, but may position and resell a portion of the block as principal to facilitate the transaction; |
• | purchases by a broker-dealer as principal and resale by the broker-dealer for their account; |
• | an exchange distribution in accordance with the rules of the applicable exchange; |
• | privately negotiated transactions; |
• | short sales effected after the date the registration statement of which this prospectus is a part is declared effective by the SEC; |
• | through the writing or settlement of options or other hedging transactions, whether through an options exchange or otherwise; |
• | broker-dealers may agree with the Selling Securityholders to sell a specified number of such shares at a stipulated price per share; |
• | a combination of any such methods of sale; and |
• | any other method permitted by applicable law. |
Page | ||||
Consolidated Financial Statements of Otonomo Technologies Ltd. |
||||
F-2 |
||||
F-3 | ||||
F-4 |
||||
F-5 |
||||
F-6 |
||||
F-7 |
||||
Audited Financial Statements of Software Acquisition Group Inc. II |
||||
F-26 | ||||
F-27 | ||||
F-28 | ||||
F-29 |
||||
F-30 |
||||
F-31 | ||||
Unaudited Condensed Financial Statements of Software Acquisition Group Inc. II |
||||
F-50 | ||||
F-51 | ||||
F-52 | ||||
F-53 | ||||
F-54 |
December 31 2019 |
December 31 2020 |
Pro Forma Shareholders’ Equity as of December 31 2020 |
||||||||||
(unaudited) |
||||||||||||
Assets |
||||||||||||
Current assets |
||||||||||||
Cash and cash equivalents |
||||||||||||
Short-term investments |
||||||||||||
Restricted cash |
||||||||||||
Account receivables |
||||||||||||
Other receivables and prepaid expenses |
||||||||||||
|
|
|
|
|||||||||
Total current assets |
||||||||||||
|
|
|
|
|||||||||
Non-current assets |
||||||||||||
Other long-term assets |
||||||||||||
Property and equipment, net |
||||||||||||
|
|
|
|
|||||||||
Total non-current assets |
||||||||||||
|
|
|
|
|||||||||
Total assets |
||||||||||||
|
|
|
|
|||||||||
Liabilities, Redeemable Convertible Preferred Shares, and Shareholders’ (Deficit) Equity |
||||||||||||
Current liabilities |
||||||||||||
Account payables |
||||||||||||
Other payables and accrued expenses |
||||||||||||
Deferred revenue |
||||||||||||
Warrants for redeemable convertible preferred shares |
— | — | ||||||||||
|
|
|
|
|||||||||
Total current liabilities |
||||||||||||
|
|
|
|
|||||||||
Commitments and (Note 8) |
||||||||||||
Redeemable convertible preferred shares, |
— | |||||||||||
Shareholders’ (deficit) equity: |
||||||||||||
Ordinary shares, |
||||||||||||
Additional paid-in capital |
||||||||||||
Accumulated deficit |
( |
) | ( |
) |
( |
) | ||||||
|
|
|
|
|
|
|||||||
Total shareholders’ (deficit) equity |
( |
) | ( |
) |
||||||||
|
|
|
|
|
|
|||||||
Total liabilities redeemable convertible preferred shares and shareholders’ (deficit) equity |
||||||||||||
|
|
|
|
Year ended December 31 2019 |
Year ended December 31 2020 |
|||||||
Revenue |
||||||||
Cost of services |
( |
) | ( |
) | ||||
|
|
|
|
|||||
Gross loss |
( |
) | ( |
) | ||||
|
|
|
|
|||||
Operating expenses: |
||||||||
Research and development |
( |
) | ( |
) | ||||
Sales and marketing |
( |
) | ( |
) | ||||
General and administrative |
( |
) | ( |
) | ||||
|
|
|
|
|||||
Total operating expenses |
( |
) | ( |
) | ||||
|
|
|
|
|||||
Operating loss |
( |
) | ( |
) | ||||
Financial income (expenses), net |
( |
) | ||||||
|
|
|
|
|||||
Loss before income tax expense |
( |
) | ( |
) | ||||
Income tax expense |
( |
) | ( |
) | ||||
|
|
|
|
|||||
Net loss |
( |
) | ( |
) | ||||
|
|
|
|
|||||
Net loss per share attributable to ordinary shareholders, basic and diluted |
( |
) | ( |
) | ||||
|
|
|
|
|||||
Weighted-average shares used in computing net loss per share attributable to ordinary shareholders, basic and diluted |
||||||||
|
|
|
|
|||||
Pro forma net loss per share attributable to ordinary shareholders, basic and diluted (unaudited) |
( |
) | ( |
) | ||||
|
|
|
|
|||||
Weighted-average shares used in computing pro forma net loss per share attributable to ordinary shareholders, basic and diluted (unaudited) |
||||||||
|
|
|
|
Redeemable Convertible preferred shares |
Ordinary shares |
Additional paid-in capital |
Accumulated deficit |
Total |
||||||||||||||||||||||||
Number of Shares |
USD thousands |
Number of Shares |
USD thousands |
USD thousands |
USD thousands |
USD thousands |
||||||||||||||||||||||
Balance at January 1, 2019 |
( |
) | ( |
) | ||||||||||||||||||||||||
Exercise of share options |
— | — | — | — | ||||||||||||||||||||||||
Proceeds from redeemable convertible preferred shares |
— | — | — | — | — | — | ||||||||||||||||||||||
Share-based compensation |
— | — | — | — | — | |||||||||||||||||||||||
Net loss |
— | — | — | — | — | ( |
) | ( |
) | |||||||||||||||||||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||||||||||||
Balance at December 31, 2019 |
( |
) | ( |
) | ||||||||||||||||||||||||
Issuance of redeemable convertible preferred shares, net |
— |
— |
— |
— |
— |
|||||||||||||||||||||||
Exercise of share options |
— |
— |
— |
— |
||||||||||||||||||||||||
Share-based compensation |
— |
— |
— |
— |
— |
|||||||||||||||||||||||
Net loss |
— |
— |
— |
— |
— |
( |
) |
( |
) | |||||||||||||||||||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||||||||||||
Balance at December 31, 2020 |
( |
) |
( |
) | ||||||||||||||||||||||||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Year ended December 31 2019 |
Year ended December 31 2020 |
|||||||
Cash flows from operating activities |
||||||||
Net loss |
( |
) | ( |
) | ||||
Adjustments to reconcile net loss to net cash used in operating activities: |
||||||||
Depreciation |
||||||||
Share based compensation |
||||||||
Revaluation of warrants |
— | |||||||
Other |
— | |||||||
Changes in operating assets and liabilities: |
||||||||
Account receivables |
( |
) | ||||||
Other receivables and prepaid expenses |
( |
) | ||||||
Deferred tax assets |
( |
) | ||||||
Other payables and accrued expenses |
||||||||
Account payables |
( |
) | ||||||
Deferred revenue |
||||||||
|
|
|
|
|||||
Net cash used in operating activities |
( |
) | ( |
) | ||||
|
|
|
|
|||||
Cash flows from investing activities |
||||||||
Purchases of property and equipment |
( |
) | ( |
) | ||||
Decrease (increase) in short-term investments |
( |
) | ||||||
Increase in other long term assets |
( |
) | ( |
) | ||||
|
|
|
|
|||||
Net cash provided by (used in) investing activities |
( |
) | ||||||
|
|
|
|
|||||
Cash flows from financing activities |
||||||||
Proceeds from issuance of redeemable convertible preferred shares and warrants, net |
— | |||||||
Proceeds from redeemable convertible preferred shares |
— |
|||||||
Proceeds from exercise of share options |
||||||||
|
|
|
|
|||||
Net cash provided by financing activities |
||||||||
|
|
|
|
|||||
Net increase (decrease) in cash and cash equivalents and short-term restricted cash equivalents |
( |
) | ||||||
Cash and cash equivalents and Short-term restricted cash equivalents at the beginning of the year |
||||||||
|
|
|
|
|||||
Cash and cash equivalents and Short-term restricted cash equivalents as at end of the year |
||||||||
|
|
|
|
|||||
Supplemental disclosures of cash flow information |
||||||||
Cash paid for income taxes |
||||||||
|
|
|
|
a. | Otonomo Technologies Ltd. (together with its subsidiaries, “Otonomo”, or the “Company”) was incorporated as an Israeli corporation in December 2015. The Company provides an automotive data service platform enabling car manufacturers, drivers and service providers to be part of a connected ecosystem. The Company’s solutions are designed to run in public clouds. |
b. | Merger and Subscription agreements |
December 31 |
December 31 |
|||||||
2019 |
2020 |
|||||||
Exchange rate of U.S. dollar ($) in New Israeli Shekel (NIS) |
||||||||
CPI |
% |
||||
Computers and software |
||||
Office furniture and equipment |
||||
Leasehold improvements |
Shorter of remaining lease term or estimated useful life |
|
• | Identification of the contract, or contracts, with a customer; |
• | Identification of the performance obligations in the contract; |
• | Determination of the transaction price; |
• | Allocation of the transaction price to the performance obligations in the contract; and |
• | Recognition of revenue when, or as, the Company satisfies a performance obligation. |
Year ended December 31 2019 |
Year ended December 31 2020 |
|||||||
USD thousands |
USD thousands |
|||||||
United States |
— | |||||||
APAC |
||||||||
EMEA |
||||||||
Total revenue |
||||||||
December 31 2019 |
December 31 2020 |
|||||||
USD thousands |
USD thousands |
|||||||
United States |
||||||||
Israel |
||||||||
Rest of world |
||||||||
Total property and equipment, net |
||||||||
December 31 2019 |
December 31 2020 |
|||||||
USD thousands |
USD thousands |
|||||||
In U.S dollar |
||||||||
In New Israeli Shekels and Euro |
||||||||
|
||||||||
December 31 2019 |
December 31 2020 |
|||||||
USD thousands |
USD thousands |
|||||||
Prepaid expenses |
||||||||
Government institutions |
||||||||
Other |
— |
|||||||
|
||||||||
December 31 2019 |
December 31 2020 |
|||||||
USD thousands |
USD thousands |
|||||||
Computer and software |
||||||||
Office furniture and equipment |
||||||||
Leasehold improvements |
||||||||
Less—accumulated depreciation |
( |
) | ( |
) | ||||
Property and equipment, net |
|
|||||||
December 31 2019 |
December 31 2020 |
|||||||
USD thousands |
USD thousands |
|||||||
Employees & related institutions |
||||||||
Vacation and convalescence |
||||||||
Government institutions |
||||||||
Accrued expenses and other |
||||||||
|
||||||||
USD thousands |
||||
2021 |
||||
2022 |
||||
As of December 31, 2020 |
||||||||||||||||
Balance Sheet |
Designated Shares Authorized |
Shares Issued and Outstanding |
Aggregate Liquidation Preference |
|||||||||||||
In USD thousands, except share data |
||||||||||||||||
Preferred C-1 shares |
||||||||||||||||
Preferred C shares |
||||||||||||||||
Preferred B shares |
||||||||||||||||
Preferred A shares |
||||||||||||||||
Preferred Seed shares |
||||||||||||||||
|
|
|
|
|
|
|
|
|||||||||
Total redeemable convertible preferred shares |
||||||||||||||||
|
|
|
|
|
|
|
|
|||||||||
As of December 31, 2019 |
||||||||||||||||
Balance Sheet |
Designated Shares Authorized |
Shares Issued and Outstanding |
Aggregate Liquidation Preference |
|||||||||||||
In USD thousands, except share data |
||||||||||||||||
Preferred C-1 shares |
||||||||||||||||
Preferred C shares |
||||||||||||||||
Preferred B shares |
||||||||||||||||
Preferred A shares |
||||||||||||||||
Preferred Seed shares |
||||||||||||||||
|
|
|
|
|
|
|
|
|||||||||
Total redeemable convertible preferred shares |
||||||||||||||||
|
|
|
|
|
|
|
|
February 16 |
December 31 |
|||||||
2020 |
2020 |
|||||||
Value of warrant per share |
$ | $ |
||||||
Number of redeemable convertible preferred shares issuable upon exercise of warrants |
||||||||
Fair value of warrant liability (in thousand) |
$ | $ |
1. | Conversion |
2. | Dividends |
3. | Voting |
4. | Liquidation preference |
5. | Redemption |
6. | Classification of Redeemable Convertible Preferred Shares |
Options outstanding |
Option exercisable |
|||||||||||
Exercise price |
Number outstanding at December 31, 2020 |
Weighted average remaining contractual life (in years) |
Number exercisable at December 31, 2020 |
|||||||||
$ |
||||||||||||
$ |
||||||||||||
$ |
||||||||||||
$ |
||||||||||||
$ |
||||||||||||
$ |
||||||||||||
$ |
||||||||||||
$ |
||||||||||||
$ |
— |
|||||||||||
$ |
— |
|||||||||||
|
|
|
|
|||||||||
|
|
|
|
Number of Options |
Weighted average exercise price |
|||||||
Outstanding – January 1, 2019 |
||||||||
Granted |
$ | |||||||
Forfeited |
( |
) | $ | |||||
Exercised |
( |
) | $ | |||||
|
|
|||||||
Outstanding – December 31, 2019 |
||||||||
Granted |
$ | |||||||
Forfeited |
( |
) |
$ | |||||
Exercised |
( |
) |
$ | |||||
|
|
|||||||
Outstanding – December 31, 2020 |
||||||||
|
|
|||||||
Exercisable at end of period |
||||||||
|
|
Year ended December 31 2019 |
Year ended December 31 2020 |
|||||||
Volatility |
% | % | ||||||
Risk-free interest rate |
% | % | ||||||
Expected dividends |
% | % | ||||||
Expected life (in years) |
December 31 2019 |
December 31 2020 |
|||||||
USD thousands |
USD thousands |
|||||||
Deferred tax assets: |
||||||||
Net operating loss carryforwards |
||||||||
Capitalized research and development expenses |
||||||||
Share based compensation |
||||||||
Accrued expenses |
||||||||
|
|
|
|
|||||
Deferred tax assets |
||||||||
Valuation allowance |
( |
) | ( |
) | ||||
|
|
|
|
|||||
Deferred tax assets, net of valuation allowance |
||||||||
|
|
|
|
|||||
Deferred tax liabilities: |
||||||||
Property and equipment |
( |
) | — |
|||||
|
|
|
|
|||||
Deferred tax liabilities |
( |
) | — |
|||||
|
|
|
|
|||||
Net deferred taxes |
||||||||
|
|
|
|
Year ended December 31 2019 |
Year ended December 31 2020 |
|||||||
USD thousands |
USD thousands |
|||||||
Israel |
( |
) | ( |
) | ||||
Foreign |
||||||||
|
|
|
|
|||||
Total |
( |
) | ( |
) | ||||
|
|
|
|
|||||
Income tax expense was as follows: Current: |
||||||||
Israel |
— | — |
||||||
Foreign |
||||||||
|
|
|
|
|||||
Total current tax expense |
||||||||
|
|
|
|
|||||
Deferred: |
||||||||
Israel |
— | — |
||||||
Foreign |
( |
) | ||||||
|
|
|
|
|||||
Total deferred tax expense |
( |
) | ||||||
|
|
|
|
|||||
Total income tax expense |
||||||||
|
|
|
|
Year ended December 31 2019 |
Year ended December 31 2020 |
|||||||
USD thousands |
USD thousands |
|||||||
Loss before income taxes as reported in the consolidated statements of operations |
( |
) | ( |
) | ||||
Statutory tax rate |
% | % | ||||||
|
|
|
|
|||||
Theoretical income tax benefit |
( |
) | ( |
) | ||||
Foreign tax rate differentials |
( |
) | ||||||
Non-deductible share based compensation |
||||||||
Non-deductible revaluation of warrants |
— | |||||||
Currency transactions gain |
( |
) | ( |
) | ||||
Change in valuation allowance |
||||||||
Other differences, net |
( |
) | ||||||
|
|
|
|
|||||
Actual income tax expense |
||||||||
|
|
|
|
Year ended December 31 2019 |
Year ended December 31 2020 |
|||||||
In USD thousands, except share data |
||||||||
Numerator: |
||||||||
Net loss |
( |
) | ( |
) | ||||
|
|
|
|
|||||
Denominator: |
||||||||
Weighted-average shares used in computing net loss per share attributable to ordinary shareholders, basic and diluted |
||||||||
|
|
|
|
|||||
Net loss per share attributable to ordinary shareholders, basic and diluted |
( |
) | ( |
) | ||||
|
|
|
|
Year ended December 31 2019 |
Year ended December 31 2020 |
|||||||
In USD thousands, except share data |
||||||||
Convertible redeemable preferred shares |
||||||||
Warrants to convertible redeemable preferred shares |
— | |||||||
Outstanding share options |
||||||||
|
|
|
|
|||||
Total |
||||||||
|
|
|
|
Year ended December 31 2019 |
Year ended December 31 2020 |
|||||||
In USD thousands, except share data |
||||||||
Numerator: |
||||||||
Net loss |
( |
) | ( |
) | ||||
|
|
|
|
|||||
Denominator: |
||||||||
Weighted-average shares used in computing net loss per share attributable to ordinary shareholders, basic and diluted |
||||||||
Weighted-average of convertible redeemable preferred shares upon assumed conversion in IPO |
||||||||
Weighted-average of warrants to convertible redeemable preferred shares upon assumed conversion in IPO |
— | |||||||
|
|
|
|
|||||
Weighted-average shares used in computing pro forma net loss per share attributable to ordinary shareholders, basic and diluted |
||||||||
|
|
|
|
|||||
Pro forma net loss per share attributable to ordinary shareholders, basic and diluted |
( |
) | ( |
) | ||||
|
|
|
|
ASSETS |
||||
Current Assets |
||||
Cash |
$ | 1,003,468 | ||
Prepaid expenses |
184,279 | |||
|
|
|||
Total Current Assets |
1,187,747 | |||
Marketable securities held in Trust Account |
172,503,002 | |||
|
|
|||
TOTAL ASSETS |
$ |
173,690,749 |
||
|
|
|||
LIABILITIES AND STOCKHOLDERS’ EQUITY |
||||
Current liabilities—accounts payable and accrued expenses |
$ | 232,918 | ||
|
|
|||
Total current liabilities |
232,918 |
|||
|
|
|||
Warrant liability |
18,819,750 | |||
Deferred underwriting fee payable |
6,037,500 | |||
|
|
|||
Total Liabilities |
25,090,168 |
|||
|
|
|||
Commitments |
||||
Class A common stock subject to possible redemption 14,360,058 shares at redemption value |
143,600,580 | |||
Stockholders’ Equity |
||||
Preferred stock, $0.0001 par value; 1,000,000 shares authorized; no shares issued and outstanding |
— | |||
Class A common stock, $0.0001 par value; 100,000,000 shares authorized; 2,889,942 issued and outstanding (excluding 14,360,058 shares subject to possible redemption) |
289 | |||
Class B common stock, $0.0001 par value; 10,000,000 shares authorized; 4,312,500 shares issued and outstanding |
431 | |||
Additional paid-in capital |
9,361,244 | |||
Accumulated deficit |
(4,361,963 | ) | ||
|
|
|||
Total Stockholders’ Equity |
5,000,001 |
|||
|
|
|||
TOTAL LIABILITIES AND STOCKHOLDERS’ EQUITY |
$ |
173,690,749 |
||
|
|
Formation and operating costs |
$ | 405,128 | ||
Loss from operations |
(405,128 |
) | ||
Other income (expenses): |
||||
Interest income—bank |
23 | |||
Interest earned on marketable securities held in Trust Account |
3,002 | |||
Change in fair value of warrant liability |
(2,264,000 | ) | ||
Initial public offering costs allocated to warrant liability |
(603,860 | ) | ||
Fair value in excess of warrant purchase consideration |
(1,092,000 | ) | ||
|
|
|||
Other expenses, net |
(3,956,835 |
) | ||
Provision for income taxes |
— | |||
Net loss |
$ |
(4,361,963 |
) | |
Basic and diluted weighted average shares outstanding, Common stock subject to possible redemption |
14,609,255 |
|||
Basic and diluted net loss per share, Common stock subject to possible redemption |
$ |
0.00 |
||
Basic and diluted weighted average shares outstanding, Common stock |
5,349,259 |
|||
Basic and diluted net loss per share, Common stock |
$ |
(0.82 |
) | |
|
|
Class A Common Stock |
Class B Common Stock |
Additional Paid-in Capital |
Accumulated Deficit |
Total Stockholders’ Equity |
||||||||||||||||||||||||
Shares |
Amount |
Shares |
Amount |
|||||||||||||||||||||||||
Balance – June 16, 2020 (Inception) |
— | $ | — | — | $ | — | $ | — | $ | — | $ | — | ||||||||||||||||
Issuance of Class B common stock to Sponsor |
— | — | 4,312,500 | 431 | 24,569 | — | 25,000 | |||||||||||||||||||||
Sale of 17,250,000 Units, net of underwriting discounts, offering costs and warrant liability |
17,250,000 | 1,725 | — | — | 152,935,819 | — | 152,937,544 | |||||||||||||||||||||
Class A common stock subject to possible redemption |
(14,757,705 | ) | (1,476 | ) | — | — | (147,575,574 | ) | — | (147,577,050 | ) | |||||||||||||||||
Change in value of common stock subject to redemption |
397,647 | 40 | — | — | 3,976,430 | — | 3,976,470 | |||||||||||||||||||||
Net loss |
— | — | — | — | — | (4,361,963 | ) | (4,361,963 | ) | |||||||||||||||||||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||||||||||||
Balance – December 31, 2020 |
2,889,942 |
$ |
289 |
4,312,500 |
$ |
431 |
$ |
9,361,244 |
$ |
(4,361,963 |
) |
$ |
5,000,001 |
|||||||||||||||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Net loss |
$ | (4,361,963 | ) | |
Adjustments to reconcile net loss to net cash used in operating activities: |
||||
Interest earned on marketable securities held in Trust Account |
(3,002 | ) | ||
Change in fair value of warrant liability |
2,264,000 | |||
Fair value in excess of warrant purchase consideration |
1,092,000 | |||
Initial public offering costs allocated to warrant liability |
603,860 | |||
Changes in operating assets and liabilities: |
||||
Prepaid expenses |
(184,279 | ) | ||
Accounts payable and accrued expenses |
232,918 | |||
|
|
|||
Net cash used in operating activities |
(356,466 |
) | ||
|
|
|||
Cash Flows from Investing Activities: |
||||
Investment of cash in Trust Account |
(172,500,000 | ) | ||
|
|
|||
Net cash used in investing activities |
(172,500,000 |
) | ||
|
|
|||
Cash Flows from Financing Activities: |
||||
Proceeds from issuance of Class B common stock to Sponsor |
25,000 | |||
Proceeds from sale of Units, net of underwriting discounts paid |
169,050,000 | |||
Proceeds from sale of Private Placement Warrants |
5,200,000 | |||
Proceeds from promissory note – related party |
161,337 | |||
Repayment of promissory note – related party |
(161,337 | ) | ||
Payment of offering costs |
(415,066 | ) | ||
|
|
|||
Net cash provided by financing activities |
173,859,934 |
|||
|
|
|||
Net Change in Cash |
1,003,468 |
|||
Cash – Beginning of period |
— |
|||
|
|
|||
Cash – End of period |
$ |
1,003,468 |
||
|
|
|||
Non-Cash investing and financing activitie s: |
||||
Initial classification of Class A common stock subject to possible redemption |
$ | 146,264,120 | ||
|
|
|||
Change in value of Class A common stock subject to possible redemption |
$ | (2,663,540 | ) | |
|
|
|||
Deferred underwriting fee payable |
$ | 6,037,500 | ||
|
|
As Previously Reported |
Adjustments |
As Restated |
||||||||||
Balance sheet as of September 17, 2020 (audited) |
||||||||||||
Total Liabilities |
$ | 5,588,259 | $ | 14,672,500 | $ | 20,260,759 | ||||||
Class A Common Stock Subject to Possible Redemption |
141,107,370 | (14,672,500 | ) | 126,434,870 | ||||||||
Class A Common Stock |
89 | 147 | 236 | |||||||||
Additional Paid-in Capital |
5,002,044 | 1,527,582 | 6,529,626 | |||||||||
Accumulated Deficit |
(2,559 | ) | (1,527,729 | ) | (1,530,288 | ) | ||||||
Total Stockholders’ Equity |
5,000,005 | — | 5,000,005 | |||||||||
Number of Class A common shares subject to redemption |
14,110,737 | (1,467,250 | ) | 12,643,487 | ||||||||
Balance sheet as of September 30, 2020 (unaudited) |
||||||||||||
Total Liabilities |
$ | 6,067,559 | $ | 15,173,250 | $ | 21,240,809 | ||||||
Class A Common Stock Subject to Possible Redemption |
162,750,300 | (15,173,250 | ) | 147,577,050 | ||||||||
Class A Common Stock |
97 | 152 | 249 | |||||||||
Additional Paid-in Capital |
5,071,606 | 313,208 | 5,384,814 | |||||||||
Accumulated Deficit |
(72,126 | ) | (313,360 | ) | (385,486 | ) | ||||||
Total Stockholders’ Equity |
5,000,008 | — | 5,000,0008 | |||||||||
Number of Class A common shares subject to redemption |
16,275,030 | (1,517,325 | ) | 14,757,705 | ||||||||
Balance sheet as of December 31, 2020 (audited) |
||||||||||||
Total Liabilities |
$ | 6,270,418 | $ | 18,819,750 | $ | 25,090,168 | ||||||
Class A Common Stock Subject to Possible Redemption |
162,420,330 | (18,819,750 | ) | 143,600,580 | ||||||||
Class A Common Stock |
101 | 188 | 289 | |||||||||
Additional Paid-in Capital |
5,401,572 | 3,959,672 | 9,361,244 | |||||||||
Accumulated Deficit |
(402,103 | ) | (3,959,860 | ) | (4,361,963 | ) | ||||||
Total Stockholders’ Equity |
5,000,001 | — | 5,000,001 | |||||||||
Number of Class A common shares subject to redemption |
16,242,033 | (1,881,975 | ) | 14,360,058 | ||||||||
Period from July 1, 2020 to September 30, 2020 (unaudited) |
||||||||||||
Change in fair value of warrant liability |
$ | — | $ | 1,382,500 | $ | 1,382,500 | ||||||
Initial public offering costs allocated to warrant liability |
— | (603,860 | ) | (603,860 | ) | |||||||
Fair value in excess of warrant purchase consideration |
— | (1,092,000 | ) | (1,092,000 | ) | |||||||
Net loss |
(71,365 | ) | (313,360 | ) | (384,725 | ) | ||||||
Weighted average shares outstanding, Common stock subject to possible redemption |
15,112,852 | (1,554,169 | ) | 13,558,683 | ||||||||
Basic and diluted net earnings per share, Common stock subject to possible redemption |
0.00 | — | 0.00 | |||||||||
Weighted average shares outstanding of Common stock |
3,917,477 | 219,611 | 4,137,088 | |||||||||
Basic and diluted net loss per share, Common stock |
(0.02 | ) | (0.07 | ) | (0.09 | ) |
As Previously Reported |
Adjustments |
As Restated |
||||||||||
Period from June 16, 2020 (inception) to September 30, 2020 (unaudited) |
||||||||||||
Change in fair value of warrant liability |
$ | — | $ | 1,382,500 | $ | 1,382,500 | ||||||
Initial public offering costs allocated to warrant liability |
— | (603,860 | ) | (603,860 | ) | |||||||
Fair value in excess of warrant purchase consideration |
— | (1,092,000 | ) | (1,092,000 | ) | |||||||
Net loss |
(72,126 | ) | $ | (313,360 | ) | $ | (385,486 | ) | ||||
Weighted average shares outstanding, Common stock subject to possible redemption |
15,112,852 | (1,554,169 | ) | 13,558,683 | ||||||||
Weighted average shares outstanding of Common stock |
3,895,358 | 190,605 | 4,085,963 | |||||||||
Basic and diluted net loss per share, Common stock |
(0.02 | ) | (0.07 | ) | (0.09 | ) | ||||||
Period from June 16, 2020 (inception) to December 31, 2020 (audited) |
||||||||||||
Change in fair value of warrant liability |
$ | — | $ | (2,264,000 | ) | $ | (2,264,000 | ) | ||||
Initial public offering costs allocated to warrant liability |
— | (603,860 | ) | (603,860 | ) | |||||||
Fair value in excess of warrant purchase consideration |
— | (1,092,000 | ) | (1,092,000 | ) | |||||||
Net loss |
(402,103 | ) | (3,959,860 | ) | (4,361,963 | ) | ||||||
Weighted average shares outstanding, Common stock subject to possible redemption |
16,131,141 | (1,521,886 | ) | 14,609,255 | ||||||||
Weighted average shares outstanding of Common stock |
4,542,198 | 807,061 | 5,349,259 | |||||||||
Basic and diluted net loss per share, Common stock |
(0.09 | ) | (0.73 | ) | (0.82 | ) | ||||||
Cash Flow Statement for the Period from June 16, 2020 (inception) to September 30, 2020 (audited) |
||||||||||||
Net loss |
$ | (72,126 | ) | $ | (313,360 | ) | $ | (385,486 | ) | |||
Change in fair value of warrant liability |
— | (1,382,500 | ) | (1,382,500 | ) | |||||||
Initial public offering costs allocated to warrant liability |
— | 603,860 | 603,860 | |||||||||
Fair value in excess of warrant purchase consideration |
1,092,000 | 1,092,000 | ||||||||||
Initial classification of warrant liability |
— | 16,555,750 | 16,555,750 | |||||||||
Initial classification of common stock subject to possible redemption |
162,819,870 | (16,555,750 | ) | 146,264,120 | ||||||||
Change in value of common stock subject to possible redemption |
(69,570 | ) | 1,382,500 | 1,312,930 | ||||||||
Cash Flow Statement for the Period from June 16, 2020 (inception) to December 31, 2020 (audited) |
||||||||||||
Net loss |
$ | (402,103 | ) | $ | (3,959,860 | ) | $ | (4,361,963 | ) | |||
Change in fair value of warrant liability |
2,264,000 | 2,264,000 | ||||||||||
Fair value in excess of warrant purchase consideration |
1,092,000 | 1,092,000 | ||||||||||
Initial public offering costs allocated to warrant liability |
— | 603,860 | 603,860 | |||||||||
Initial classification of warrant liability |
— | 16,555,750 | 16,555,750 | |||||||||
Initial classification of common stock subject to possible redemption |
162,819,870 | (16,555,750 | ) | 146,264,120 | ||||||||
Change in value of common stock subject to possible redemption |
(399,540 | ) | (2,264,000 | ) | (2,663,540 | ) |
For the Period from June 16, 2020 (Inception) through December 31, 2020 |
||||
Common stock subject to possible redemption |
||||
Numerator: Earnings allocable to Common stock subject to possible redemption |
||||
Interest earned on marketable securities held in Trust Account |
$ | 3,002 | ||
Less: Income taxes and franchise fees |
(3,002 | ) | ||
|
|
|||
Net loss allocable to shares subject to possible redemption |
$ | — | ||
|
|
|||
Denominator: Weighted Average Common stock subject to possible redemption |
||||
Basic and diluted weighted average shares outstanding |
14,609,255 | |||
|
|
|||
Basic and diluted net loss per share |
$ | 0.00 | ||
|
|
|||
Non-Redeemable Common Stock |
||||
Numerator: Net Loss minus Net Earnings |
||||
Net loss |
$ | (4,361,963 | ) | |
Net loss allocable to Common stock subject to possible redemption |
— | |||
|
|
|||
Non-Redeemable Net Loss |
$ | (4,361,963 | ) | |
|
|
|||
Denominator: Weighted Average Non-Redeemable Common Stock |
||||
Basic and diluted weighted average shares outstanding |
5,349,259 | |||
|
|
|||
Basic and diluted net loss per share |
$ | (0.82 | ) | |
|
|
• | Level 1, defined as observable inputs such as quoted prices (unadjusted) for identical instruments in active markets; |
• | Level 2, defined as inputs other than quoted prices in active markets that are either directly or indirectly observable such as quoted prices for similar instruments in active markets or quoted prices for identical or similar instruments in markets that are not active; and |
• | Level 3, defined as unobservable inputs in which little or no market data exists, therefore requiring an entity to develop its own assumptions, such as valuations derived from valuation techniques in which one or more significant inputs or significant value drivers are unobservable. |
• | in whole and not in part; |
• | at a price of $0.01 per Public Warrant; |
• | upon not less than 30 days’ prior written notice of redemption to each warrant holder and |
• | if, and only if, the reported last sale price of the Class A common stock equals or exceeds $18.00 per share (as adjusted for stock splits, stock dividends, reorganizations, recapitalizations and the like) for any 20 trading days within a 30-trading day period ending three business days before the Company sends the notice of redemption to the warrant holders. |
December 31, 2020 |
||||
Deferred tax assets |
||||
Net operating loss carryforward |
$ | 81,219 | ||
|
|
|||
Total deferred tax assets |
81,219 | |||
Valuation Allowance |
(81,219 | ) | ||
|
|
|||
Deferred tax assets, net of allowance |
$ | — | ||
|
|
December 31, 2020 |
||||
Federal |
||||
Current |
$ | — | ||
Deferred |
(81,219 | ) | ||
State and Local |
||||
Current |
— | |||
Deferred |
— | |||
Change in valuation allowance |
81,219 | |||
|
|
|||
Income tax provision |
$ | — | ||
|
|
December 31, 2020 |
||||
Statutory federal income tax rate |
21.0 | % | ||
Meals and entertainment |
(0.1 | )% | ||
Change in fair value of warrant liability |
(10.9 | )% | ||
Transaction costs – warrants |
(2.9 | )% | ||
Fair value in excess of warrant purchase consideration |
(5.3 | )% | ||
Valuation allowance |
(1.8 | )% | ||
|
|
|||
Income tax provision |
0.0 | % | ||
|
|
Level 1: | Quoted prices in active markets for identical assets or liabilities. An active market for an asset or liability is a market in which transactions for the asset or liability occur with sufficient frequency and volume to provide pricing information on an ongoing basis. | |||
Level 2: | Observable inputs other than Level 1 inputs. Examples of Level 2 inputs include quoted prices in active markets for similar assets or liabilities and quoted prices for identical assets or liabilities in markets that are not active. | |||
Level 3: | Unobservable inputs based on our assessment of the assumptions that market participants would use in pricing the asset or liability. |
Description |
Level |
December 31, 2020 |
||||||
Assets: |
||||||||
Marketable securities held in Trust Account |
1 | $ | 172,503,002 | |||||
Liabilities: |
||||||||
Warrant Liability – Public Warrants |
1 | 11,643,750 | ||||||
Warrant Liability – Private Placement |
3 | 7,176,000 |
Private Placement |
Public |
Warrant Liabilities |
||||||||||
Fair value as of June 16, 2020 (inception) |
$ | — | $ | — | $ | — | ||||||
Initial measurement including over-allotment |
6,292,000 | 10,263,750 | 16,555,750 | |||||||||
Change in valuation inputs or other assumptions |
884,000 | 1,380,000 | 2,264,000 | |||||||||
|
|
|
|
|
|
|||||||
Fair value as of December 31, 2020 |
$ | 7,176,000 | $ | 11,643,750 | 18,819,750 | |||||||
|
|
|
|
|
|
March 31, 2021 |
December 31, 2020 |
|||||||
(Unaudited) |
||||||||
ASSETS |
||||||||
Current Assets |
||||||||
Cash |
$ | 562,230 | $ | 1,003,468 | ||||
Prepaid expenses |
187,991 | 184,279 | ||||||
|
|
|
|
|||||
Total Current Assets |
750,221 | 1,187,747 | ||||||
Marketable securities held in Trust Account |
172,505,595 | 172,503,002 | ||||||
|
|
|
|
|||||
TOTAL ASSETS |
$ |
173,255,816 |
$ |
173,690,749 |
||||
|
|
|
|
|||||
LIABILITIES AND STOCKHOLDERS’ EQUITY |
||||||||
Current liabilities—accounts payable and accrued expenses |
241,200 | 232,918 | ||||||
Warrant liability |
21,931,000 | 18,819,750 | ||||||
Deferred underwriting fee payable |
6,037,500 | 6,037,500 | ||||||
|
|
|
|
|||||
Total Liabilities |
28,209,700 |
25,090,168 |
||||||
|
|
|
|
|||||
Commitments |
||||||||
Class A common stock subject to possible redemption, 14,004,157 and 14,360,058 shares at redemption value as of March 31, 2021 and December 31, 2020, respectively |
140,046,112 | 143,600,580 | ||||||
Stockholders’ Equity |
||||||||
Preferred Stock, $0.0001 par value; 1,000,000 shares authorized; none issued and outstanding |
— | — | ||||||
Class A common stock, $0.0001 par value; 100,000,000 shares authorized; 3,245,843 and 2,889,942 shares issued and outstanding (excluding 14,004,157 and 14,360,058 shares subject to possible redemption) as of March 31, 2021 and December 31, 2020, respectively |
325 | 289 | ||||||
Class B common stock, $0.0001 par value; 10,000,000 shares authorized; 4,312,500 shares issued and outstanding as of March 31, 2021 and December 31, 2020 |
431 | 431 | ||||||
Additional paid-in capital |
12,915,676 | 9,361,244 | ||||||
Accumulated deficit |
(7,916,428 | ) | (4,361,963 | ) | ||||
|
|
|
|
|||||
Total Stockholders’ Equity |
5,000,004 |
5,000,001 |
||||||
|
|
|
|
|||||
TOTAL LIABILITIES AND STOCKHOLDERS’ EQUITY |
$ |
173,255,816 |
$ |
173,690,749 |
||||
|
|
|
|
Formation and operating costs |
$ | 445,831 | ||
|
|
|||
Loss from operations |
(445,831 |
) | ||
Other income (loss): |
||||
Interest income—bank |
23 | |||
Interest earned on marketable securities held in Trust Account |
2,593 | |||
Change in fair value of warrant liability |
(3,111,250 | ) | ||
|
|
|||
Other income (loss), net |
(3,108,634 | ) | ||
|
|
|||
Income (Loss) before benefit from (provision for) income taxes |
(3,554,465 | ) | ||
Benefit from (Provision for) income taxes |
— | |||
|
|
|||
Net income (loss) |
$ |
(3,554,465 |
) | |
|
|
|||
Basic and diluted weighted average shares outstanding, Common stock subject to possible redemption |
14,360,058 |
|||
|
|
|||
Basic and diluted net loss per share, Common stock subject to possible redemption |
$ |
0.00 |
||
|
|
|||
Basic and diluted weighted average shares outstanding, Common stock |
7,202,442 | |||
|
|
|||
Basic and diluted net loss per share, Common stock |
$ |
(0.49 |
) | |
|
|
Class A Common Stock |
Class B Common Stock |
Additional Paid-in Capital |
Accumulated Deficit |
Total Stockholders’ Equity |
||||||||||||||||||||||||
Shares |
Amount |
Shares |
Amount |
|||||||||||||||||||||||||
Balance – January 1, 2021 |
2,889,942 |
$ |
289 |
4,312,500 |
$ |
431 |
$ |
9,361,244 |
$ |
(4,361,963 |
) |
$ |
5,000,001 |
|||||||||||||||
Change in value of common stock subject to possible redemption |
355,901 | 36 | — | — | 3,554,432 | — | 3,554,468 | |||||||||||||||||||||
Net income (loss) |
— | — | — | — | — | (3,554,465 | ) | (3,554,465 | ) | |||||||||||||||||||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||||||||||||
Balance – March 31, 2021 |
3,245,843 |
$ |
325 |
4,312,500 |
$ |
431 |
$ |
12,915,676 |
$ |
(7,916,428 |
) |
$ |
5,000,004 |
|||||||||||||||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Cash Flows from Operating Activities: |
||||
Net income (loss) |
$ | (3,554,465 | ) | |
Adjustments to reconcile net income (loss) to net cash used in operating activities: |
||||
Change in fair value of warrant liability |
3,111,250 | |||
Interest earned on marketable securities held in Trust Account |
(2,593 | ) | ||
Changes in operating assets and liabilities: |
||||
Prepaid expenses |
(3,712 | ) | ||
Accounts payable and accrued expenses |
8,282 | |||
|
|
|||
Net cash provided by (used in) operating activities |
(441,238 | ) | ||
|
|
|||
Cash Flows from Investing Activities: |
||||
Net cash provided by (used in) investing activities |
— | |||
|
|
|||
Cash Flows from Financing Activities: |
||||
Net cash provided by (used in) financing activities |
— | |||
|
|
|||
Net Change in Cash |
(441,238 | ) | ||
Cash – Beginning of period |
1,003,468 | |||
|
|
|||
Cash – End of period |
$ | 562,230 | ||
|
|
|||
Non-Cash investing and financing activities: |
||||
Change in value of Class A common stock subject to possible redemption |
$ | (3,554,468 | ) | |
|
|
|||
Deferred underwriting fee payable |
$ | 6,037,500 | ||
|
|
For the Three Months Ended March 31, 2021 |
||||
Common stock subject to possible redemption |
||||
Numerator: Earnings allocable to Common stock subject to possible redemption |
||||
Interest earned on marketable securities held in Trust Account |
$ | 2,105 | ||
Less: Income taxes and franchise fees |
(2,105 | ) | ||
|
|
|||
Net loss allocable to shares subject to possible redemption |
$ | — | ||
|
|
|||
Denominator: Weighted Average Common stock subject to possible redemption |
||||
Basic and diluted weighted average shares outstanding |
14,360,058 | |||
|
|
|||
Basic and diluted net loss per share |
$ | 0.00 | ||
|
|
|||
Non-Redeemable Common Stock |
||||
Numerator: Net Loss minus Net Earnings |
||||
Net loss |
$ | (3,554,465 | ) | |
Net loss allocable to Common stock subject to possible redemption |
— | |||
|
|
|||
Non-Redeemable Net Loss |
$ | (3,554,465 | ) | |
|
|
|||
Denominator: Weighted Average Non-Redeemable Common Stock |
||||
Basic and diluted weighted average shares outstanding |
7,202,442 | |||
|
|
|||
Basic and diluted net loss per share |
$ | (0.49 | ) | |
|
|
• | Level 1, defined as observable inputs such as quoted prices (unadjusted) for identical instruments in active markets; |
• | Level 2, defined as inputs other than quoted prices in active markets that are either directly or indirectly observable such as quoted prices for similar instruments in active markets or quoted prices for identical or similar instruments in markets that are not active; and |
• | Level 3, defined as unobservable inputs in which little or no market data exists, therefore requiring an entity to develop its own assumptions, such as valuations derived from valuation techniques in which one or more significant inputs or significant value drivers are unobservable. |
Description |
Level |
March 31, 2021 |
December 31, 2020 |
|||||||||
Assets: |
||||||||||||
Marketable securities held in Trust Account |
1 | 172,505,595 | $ | 172,503,002 | ||||||||
Liabilities: |
||||||||||||
Warrant Liability – Public Warrants |
1 | 13,455,000 | 11,643,750 | |||||||||
Warrant Liability – Private Placement |
3 | 8,476,000 | 7,176,000 |
Private Placement |
Public |
Warrant Liabilities |
||||||||||
Fair value as of December 31, 2020 |
$ | 7,176,000 | $ | 11,643,750 | $ | 18,819,750 | ||||||
Change in valuation inputs or other assumptions |
1,300,000 | 1,811,250 | 3,111,250 | |||||||||
|
|
|
|
|
|
|||||||
Fair value as of March 31, 2021 |
$ | 8,476,000 | $ | 13,455,000 | 21,931,000 | |||||||
|
|
|
|
|
|
• | in whole and not in part; |
• | at a price of $0.01 per Public Warrant; |
• | upon not less than 30 days’ prior written notice of redemption to each warrant holder and |
• | if, and only if, the reported last sale price of the Class A common stock equals or exceeds $18.00 per share (as adjusted for stock splits, stock dividends, reorganizations, recapitalizations and the like) for any 20 trading days within a 30-trading day period ending three business days before the Company sends the notice of redemption to the warrant holders. |
Item 6. |
Indemnification of Directors and Officers. |
Item 8. |
Exhibits and Financial Statements. |
Exhibit Number |
Description | |
101.DEF* | Inline XBRL Taxonomy Extension Definition Linkbase Document | |
101.LAB* | Inline XBRL Taxonomy Extension Label Linkbase Document | |
101.PRE* | Inline XBRL Taxonomy Extension Presentation Linkbase Document | |
104 | Cover Page Interactive Data File (formatted as Inline XBRL and contained in Exhibit 101) |
* | Filed herewith. |
† | Schedules and exhibits to this Exhibit omitted pursuant to Regulation S-K Item 601(b)(2). The Registrant agrees to furnish supplementally a copy of any omitted schedule or exhibit to the SEC upon request. |
†† | Certain confidential portions (indicated by brackets and asterisks) have been omitted from this exhibit. |
††† | Indicates a management contract or compensatory plan. |
Item 9. |
Undertakings. |
• | To file, during any period in which offers or sales are being made, a post-effective amendment to this registration statement: |
• | To include any prospectus required by Section 10(a)(3) of the Securities Act of 1933 (the “Act”); |
• | To reflect in the prospectus any facts or events arising after the effective date of the registration statement (or the most recent post-effective amendment thereof) which, individually or in the aggregate, represent a fundamental change in the information set forth in the registration statement; |
• | To include any material information with respect to the plan of distribution not previously disclosed in the registration statement or any material change to such information in the registration statement. |
• | That, for the purpose of determining any liability under the Securities Act of 1933, each such post-effective amendment shall be deemed to be a new registration statement relating to the securities offered therein, and the offering of such securities at that time shall be deemed to be the initial bona fide |
• | To remove from registration by means of a post-effective amendment any of the securities being registered which remain unsold at the termination of the offering. |
• | To file a post-effective amendment to the registration statement to include any financial statements required by Item 8.A of Form 20-F at the start of any delayed offering or throughout a continuous offering. Financial statements and information otherwise required by Section 10(a)(3) of the Act need not be furnished, provided that the registrant includes in the prospectus, by means of a post-effective amendment, financial statements required pursuant to this paragraph (1)(d) and other information necessary to ensure that all other information in the prospectus is at least as current as the date of those financial statements. |
• | Any preliminary prospectus or prospectus of the undersigned registrant relating to the offering required to be filed pursuant to Rule 424; |
• | Any free writing prospectus relating to the offering prepared by or on behalf of the undersigned registrant or used or referred to by the undersigned registrant; |
• | The portion of any other free writing prospectus relating to the offering containing material information about the undersigned registrant or its securities provided by or on behalf of the undersigned registrant; and |
• | Any other communication that is an offer in the offering made by the undersigned registrant to the purchaser. |
OTONOMO TECHNOLOGIES LTD. | ||
By: | /s/ Ben Volkow | |
Name: | Ben Volkow | |
Title: | Chief Executive Officer |
NAME |
POSITION |
DATE | ||
/s/ Ben Volkow Ben Volkow |
Chief Executive Officer and Director ( Principal Executive Officer |
August 27, 2021 | ||
/s/ Bonnie Moav Bonnie Moav |
Chief Financial Officer ( Principal Financial Officer and Principal Accounting Officer |
August 27, 2021 | ||
/s/ Benny Schnaider Benny Schnaider |
Director | August 27, 2021 | ||
/s/ Andy Geisse Andy Geisse |
Director | August 27, 2021 | ||
/s/ Amit Karp Amit Karp |
Director | August 27, 2021 | ||
/s/ Yuval Cohen Yuval Cohen |
Director | August 27, 2021 | ||
/s/ Jonathan Huberman Jonathan Huberman |
Director | August 27, 2021 | ||
/s/ Vered Raviv Schwarz Vered Raviv Schwarz |
Director | August 27, 2021 |
By: | /s/ Colleen A. De Vries | |||
Name: | Colleen A. De Vries | |||
Title: | Senior Vice President on behalf of Cogency Global Inc. |