United States securities and exchange commission logo
June 15, 2021
Ben Volkow
Chief Executive Officer
Otonomo Technologies Ltd.
16 Abba Eban Blvd.
Herzliya Pituach 467256, Israel
Re: Otonomo
Technologies Ltd.
Amendment No. 1 to
Registration Statement on Form F-4
Filed May 28, 2021
File No. 333-254186
Dear Mr. Volkow:
We have reviewed your amended registration statement and have the
following
comments. In some of our comments, we may ask you to provide us with
information so we
may better understand your disclosure.
Please respond to this letter by amending your registration
statement and providing the
requested information. If you do not believe our comments apply to your
facts and
circumstances or do not believe an amendment is appropriate, please tell
us why in your
response.
After reviewing any amendment to your registration statement and
the information you
provide in response to these comments, we may have additional comments.
Unless we note
otherwise, our references to prior comments are to comments in our April
8, 2021 letter.
Amendment No. 1 to Registration Statement on Form F-4
Questions and Answers about the Business Combination and the Special
Meeting, page vii
1. Please add a Q&A that
discloses all possible sources and extent of dilution that
shareholders who elect
not to redeem their shares may experience in connection with the
business combination.
Provide disclosure of the impact of each significant source of
dilution, including the
amount of equity held by founders, convertible securities, including
warrants retained by
redeeming shareholders, at each of the redemption levels detailed in
your sensitivity
analysis, including any needed assumptions.
Ben Volkow
FirstName LastNameBen Volkow
Otonomo Technologies Ltd.
Comapany
June NameOtonomo Technologies Ltd.
15, 2021
June 15,
Page 2 2021 Page 2
FirstName LastName
How do I exercise my redemption rights?, page ix
2. We note that public shareholders that redeem their shares will retain
any SWAG
warrants. Quantify the value of warrants, based on recent trading
prices, that may be
retained by redeeming stockholders assuming maximum redemptions and
identify any
material resulting risks. Also, revise your disclosure to show the
potential impact of
redemptions on the per share value of the shares owned by
non-redeeming shareholders by
including a sensitivity analysis showing a range of redemption
scenarios, including
minimum, maximum and interim redemption levels.
What happens if the Business Combination is not consummated?, page x
3. We note that certain shareholders agreed to waive their redemption
rights. Please
describe any consideration provided in exchange for this agreement.
What interests do the Sponsor and the current officers and directors of SWAG
have in the
Business Combination?, page xi
4. Please clarify if the sponsor and its affiliates can earn a positive
rate of return on their
investment, even if other SPAC shareholders experience a negative rate
of return in the
post-business combination company.
5. Please ensure that this section highlights all material interests in
the transaction held by
the sponsor and the company s officers and directors. This could
include fiduciary or
contractual obligations to other entities as well as any interest in,
or affiliation with, the
target company. In addition, please clarify how the board considered
those conflicts in
negotiating and recommending the business combination.
6. We note SWAG's charter waived the corporate opportunities doctrine.
Please address this
potential conflict of interest and whether it impacted SWAG's search
for an acquisition
target.
Summary
Agreements Entered Into in Connection with the Business Combination Agreement,
page 3
7. We note that you have arranged to sell additional securities to raise
funds to satisfy the
minimum cash required to complete the business combination transaction
after returning
funds to redeeming stockholders. Please highlight material differences
in the terms and
price of securities issued at the time of the IPO as compared to the
PIPE investment.
Disclose if the PIPE investors include SWAG's sponsors, directors,
officers or their
affiliates.
Ben Volkow
FirstName LastNameBen Volkow
Otonomo Technologies Ltd.
Comapany
June NameOtonomo Technologies Ltd.
15, 2021
June 15,
Page 3 2021 Page 3
FirstName LastName
Risk Factors
Risks Related to the Business Combination, page 40
8. Please add a risk factor that discusses the material risks to
unaffiliated investors presented
by taking the company public through a merger rather than an
underwritten offering.
These risks could include the absence of due diligence conducted by an
underwriter that
would be subject to liability for any material misstatements or
omissions in a registration
statement.
Unaudited Prospective Financial Information of Otonomo, page 70
9. Please clarify why the financial data and information relating to
fiscal year 2020 is
marked as estimated ("E") or as projected. Indicate whether those
estimates are consistent
with actual results. Additionally, please confirm whether 2021 is on
track to achieve the
projections disclosed in these notes.
SWAG s Management s Discussion and Analysis of Financial Condition and
Results of
Operations
Contractual Obligations, page 119
10. It appears that underwriting fees remain constant and are not adjusted
based on
redemptions. Revise your disclosure to disclose the effective
underwriting fee on a
percentage basis for shares at each redemption level presented in your
sensitivity analysis
related to dilution.
Certain Material U.S. Federal Income Tax Considerations, page 165
11. We note that the parties "intend" for the Business Combination to be a
reorganization
within the meaning of Section 368(a) of the Tax Code. However, the
disclosure does not
indicate whether the parties expect the Business Combination to be
tax-free to U.S.
holders. Revise to make clear whether the parties expect the Business
Combination to be
tax-free to U.S. holders. If you are unable to conclude that the
Business Combination is
likely to be tax-free, revise your risk factor relating to the
material tax consequences of the
Business Combination (page 169) to focus on the uncertainty and the
consequences of the
Business Combination being taxable to U.S. holders. If you are able to
conclude that the
Business Combination is likely to be tax-free to U.S. holders, include
a tax opinion
supporting such a conclusion. For further guidance, see Staff Legal
Bulletin No. 19
(October 14, 2011) and Item 601(b)(8) of Regulation S-K.
Ben Volkow
FirstName LastNameBen Volkow
Otonomo Technologies Ltd.
Comapany
June NameOtonomo Technologies Ltd.
15, 2021
June 15,
Page 4 2021 Page 4
FirstName LastName
Security Ownership of Certain Beneficial Owners and Management of Swag, Otonomo
and the
Combined Company, page 210
12. In addition to disclosing the beneficial ownership of your sponsor and
its affiliates, please
also disclose the sponsor and its affiliates' total potential
ownership interest in the
combined company, assuming exercise and conversion of all securities
they own,
including equity securities that the sponsor has the right to acquire
beyond 60 days.
Note 10. Share Based Compensation, page F-21
13. Please disclose the estimated unrecognized compensation expense
associated with your
equity awards issued subsequent to December 31, 2020, if material, for
the periods over
which it will be recognized. Refer to ASC 855-10-50-2.
Note 12. Subsequent Events, page F-48
14. Please revise to disclose the date through which subsequent events
have been evaluated.
Refer to ASC 855-10-50-1. A similar concern applies to your disclosure
on page F-67.
You may contact Amanda Kim, Senior Staff Accountant, at (202) 551-3241
or
Stephen Krikorian, Accounting Branch Chief, at (202) 551-3488 if you have
questions
regarding comments on the financial statements and related matters. Please
contact Matthew
Crispino, Staff Attorney, at (202) 551-3456 or Larry Spirgel, Office Chief, at
(202) 551-3815
with any other questions.
Sincerely,
Division of
Corporation Finance
Office of
Technology