Otonomo Technologies Ltd. Announces Expiration and Results of Exchange Offer and Consent Solicitation Relating to its Warrants and Notice to Exercise Right to Exchange Remaining Outstanding Warrants
24 August 2023 - 6:00AM
Otonomo Technologies Ltd. (Nasdaq: OTMO) (“Otonomo” or the
“Company”), the platform powering the mobility economy, today
announced the expiration and results of its previously announced
exchange offer (the “Offer”) and consent solicitation (the “Consent
Solicitation”) relating to its outstanding (i) public warrants to
purchase the Company’s ordinary shares, no par value per share (the
“Ordinary Shares”), which warrants trade on The Nasdaq Stock Market
LLC under the symbol “OTMOW” (the “public warrants”), and (ii)
private placement warrants to purchase Ordinary Shares (the
“private placement warrants” and, together with the public
warrants, the “warrants”). The Offer and Consent Solicitation
expired at 11:59 p.m., Eastern Time, on August 22, 2023.
The Company has been advised that 5,496,433
public warrants, or approximately 63.7% of the outstanding public
warrants, and 5,200,000 private placement warrants, representing
all of the outstanding private placement warrants, were validly
tendered and not withdrawn prior to the expiration of the Offer and
Consent Solicitation. The Company expects to accept all validly
tendered warrants for exchange and settlement on or before August
25, 2023.
In addition, pursuant to the Consent
Solicitation, the Company received the approval of approximately
63.7% of the outstanding public warrants and approval of 100% of
the outstanding private placement warrants to the amendment to the
warrant agreement governing the warrants (the “Warrant Amendment”),
which exceeds a majority of the number of then outstanding public
warrants required to adopt the Warrant Amendment.
On August 23, 2023, the Company executed the
Warrant Amendment and announced that it will exercise its right, in
accordance with the terms of the Warrant Amendment, to exchange all
remaining untendered warrants for Ordinary Shares at an exchange
ratio of 0.01503 Ordinary Shares for each warrant. The Company has
fixed the date for such exchange as September 7, 2023.
The Company also announced that its Registration
Statement on Form F-4 filed with the Securities and Exchange
Commission (the “SEC”) registering the Ordinary Shares issuable in
the Offer was declared effective by the SEC on August 22, 2023.
Piper Sandler & Co. was the sole Dealer
Manager for the Offer and Consent Solicitation.
This press release is for informational purposes
only and does not constitute an offer to sell, or a solicitation of
an offer to buy, the securities described herein and is also not a
solicitation of the related consents. The Offer and Consent
Solicitation were made only pursuant to the terms and conditions of
the Prospectus/Offer to Exchange and related letter of transmittal
and consent.
About Otonomo
Otonomo (Nasdaq: OTMO), the platform powering
the mobility economy, is igniting a new generation of mobility
experiences and services and is making mobility more accessible,
equitable, sustainable and safe. Our partners gain access to the
broadest, most diverse, range of data from connected vehicles with
just one contract and one API. Architected with privacy and
security by design, our platform is GDPR, CCPA, and other privacy
regulation compliant, ensuring all parties are protected and
companies remain privacy compliant across geographies worldwide.
Otonomo has R&D centers in Israel and the UK, with a presence
in the United States and Europe. For more information,
visit www.otonomo.io.
Forward-Looking Statements
This press release contains certain
forward-looking statements within the meaning of the federal
securities laws. These forward-looking statements generally are
identified by the words “believe,” “project,” “expect,”
“anticipate,” “estimate,” “intend,” “strategy,” “future,”
“opportunity,” “plan,” “may,” “should,” “will,” “would,” “will be,”
“will continue,” “will likely result” and similar expressions.
Forward-looking statements are predictions, projections and other
statements about future events that are based on current
expectations and assumptions and, as a result, are subject to risks
and uncertainties. Many factors could cause actual future events to
differ materially from the forward-looking statements in this press
release, including, but not limited to, the ability to implement
business plans, forecasts, and other expectations, the ability to
identify and realize additional opportunities and potential changes
and developments in the highly competitive data marketplace. The
foregoing list of factors is not exhaustive. You should carefully
consider the foregoing factors and the other risks and
uncertainties described in Otonomo’s annual report on Form 20-F
filed with the SEC on March 31, 2023 and other documents filed by
Otonomo from time to time with the SEC. These filings identify and
address other important risks and uncertainties that could cause
actual events and results to differ materially from those contained
in the forward-looking statements. Forward-looking statements speak
only as of the date they are made. Readers are cautioned not to put
undue reliance on forward-looking statements, and Otonomo assumes
no obligation and does not intend to update or revise these
forward-looking statements, whether as a result of new information,
future events, or otherwise. Otonomo gives no assurance that it
will achieve its expectations.
For media and investment inquiries, please
contact:
Otonomo
press@otonomo.io
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