Software Acquisition Group Inc. II
SAII · Nasdaq
NO ACTION REQUIRED
Nothing left to do
The purchase completed and the shares became shares in the company it bought. There is no deadline left to miss.
Cash at settlement
No cash-per-share figure was filed for this vehicle before it finished.
Last close
Daily close
No price history on file yet — daily closes accumulate from the market data feed.
Trust settled · There is no line to draw here. This vehicle has finished: the cash was paid back or spent closing the deal, so the last filed figure describes an account that no longer exists and would be a floor under nothing.
SpacBrain’s read
Trust settled
The deal closed — SPAC shares became the target's shares, so there is no trust left to redeem (nobody missed a window; holders who wanted cash elected it at the vote).
In plain terms
- What it is
- A SPAC from Software Acquisition Group Inc. (Olton Matt), listed on Nasdaq in September 2020.
- What it's doing now
- It agreed to buy Otonomo Merger US Inc.. That purchase completed, and it stopped being a SPAC — the shares became shares in the business it bought.
- What you should know
- This SPAC has finished. The purchase completed, and the shares became shares in the company it bought — anyone who wanted the cash instead asked for it at the vote, so there is no cash left here to claim and no deadline left to miss.
At a glance
- Where it stands
- Closed (deSPAC)
- The business it bought
- Otonomo Merger US Inc.
- Industry
- the deal record does not name the target's industry yet
- Deal value
- not stated in the filings we hold
- Price vs cash at settlement
- no live price on file
- Cash in trust when it settled
- not yet extracted into a snapshot — the filings below may state it
- the last trust total filed while this was still a SPAC — the account has since been paid out or used to close the deal
- IPO
- 15 September 2020
- size not on file · 100.0% of each $10 unit into trust
- Headquarters
- 1980 FESTIVAL PLAZA DRIVE SUITE 300, LAS VEGAS, NV, 89135
- registered in Delaware
- Lead underwriter
- not extracted from the prospectus yet
- Key officers
- no Form 3/4 ownership filing captured yet
- Listed securities
- SAII common
This vehicle has finished, so there is no window to file a cash-per-share figure for and none will follow. No estimate is shown in its place.
Nothing dated is on file. That is an absence in the record, not a statement that nothing is coming.
Yield to redemption
Nothing left to redeem — no yield to compute.
This SPAC has finished — its trust was paid back or used to close the deal, so there is nothing left to redeem and no yield to compute. A yield to redemption is a claim that you can hand these shares back for the trust cash. That account is closed, so this page will not print a number here.
What happened to the cash
The reasoning behind the verdict above, in the order the filings establish it.
- The deal closed — SPAC shares became the target's shares, so there is no trust left to redeem (nobody missed a window; holders who wanted cash elected it at the vote).
What has happened, and what is coming
1 dated milestoneEvery dated step from the day it listed to the next date you may have to act on. Where you have to do something, the day your broker needs the instruction is marked too.
- 15 September 2020IPOpassed
IPO size not on file
The deal
terms as filedWhat it is buying, on what terms, and how much of the combined company new shares take from you.
- closed
The score
deterministic, from filed fieldsSAII is not in the scored universe, so no score is shown. A withheld score is a fact about the record, not a verdict about the company.
The score is only published for names that carry both a price and a filed cash-per-share figure — 295 of the tracked fleet today. The rest keep an empty dial rather than a modelled one, and fill in by themselves as the fields land.
The company
from SEC filingsRead the full profile
Software Acquisition Group Inc. II was a blank check company incorporated in Delaware and headquartered in Las Vegas, Nevada, formed for the purpose of effecting a merger, capital stock exchange, asset acquisition, stock purchase, or similar business combination with one or more businesses. The company focused its search on software companies, particularly those targeting enterprise vertical sectors owned by private equity and venture capital firms as well as corporate carve-outs. The company priced its initial public offering on September 15, 2020, with units listed on the Nas
Material findings
from the full read of every filingEvery document this company files gets read whole — body and exhibits. These are the ones the read flagged as material, newest first, each citing its filing.
The one-for-one exchange depends on a share split that has not happened yet: Otonomo intends to effect a Stock Split to bring the value of its ordinary shares to $10.00 each before the effective time, and the filing states the consideration will be adjusted if the split is not effected or produces a different price. Two financings run alongside — a $142,500,000 PIPE of 14,250,000 new shares at $10.00, and a $30,000,000 Secondary PIPE of 3,000,000 existing shares at $10.00 whose proceeds go to the Selling Shareholders rather than to Otonomo.
Financially this is one of the cleaner 2020 shells: roughly $950,000 of positive working capital, no sponsor debt drawn and a deadline not until March 17, 2022. A business combination agreement with Otonomo is disclosed, under which each Class A and Class B share becomes one Otonomo ordinary share, and closing requires trust cash after redemptions plus PIPE proceeds of at least $150,000,000. That minimum-cash condition, not the trust balance itself, is the number to watch. Trust equates to $10.00 per public share with negligible accretion.
A clean, freshly funded shell: the only liabilities are $30,059 of payables and a $6,037,500 deferred underwriting fee, with no sponsor debt and no going-concern language. The trust earned $352 on $172.5m, so nothing inside it will fund taxes or extensions - the runway is the $1.1m held outside. Transaction costs were $9,902,566. Trust and share figures are as of September 30, 2020.
Establishes the shell's size, its one-half warrant coverage and the sponsor's $4,750,000 of at-risk capital. Note the sponsor's warrants were bought under a 'Warrant Subscription Agreement' rather than the Private Placement Warrants Purchase Agreement used by most 2020 vehicles, so a search keyed to the usual document name would miss it. This report does not state the amount deposited in the trust account.
An 18-month clock with no stated extension mechanic is a shorter runway than the 24 months most of this cohort took in 2020, and the document offers no sponsor-funded step to lengthen it - any extension would have to go through a charter amendment and the redemption rights that come with one. The $0.01 call needs the reported last sale price at or above $18.00 for 20 of 30 trading days ending three business days before notice, and that trigger resets to 180% of the GREATER of the Market Value and the Newly Issued Price.
Filings
live EDGAR feedEverything this company has filed with the SEC recently, newest first, each with a plain summary of what changed and why it matters.
- What changed vs 2021-05-25trust $172.5M → $172.5M +0%shares 14.0M → 13.9M -1%
trust account, redeemable shares, combination deadline +12 moved · 2 with no prior record of ours
- Trust account
- $172.5M$172.5M
- Redeemable shares
- 14.0M13.9M
- Combination deadline
- 2022-03-17 · unchanged
- Sponsor loans outstanding
- $161K · unchanged
SpacBrain reads this as $2,622 was added to the trust between the two filings.
The clause …“133,722 184,279 Total Current Assets 288,778 1,187,747 Marketable securities held in Trust Account 172,508,217 172,503,002 TOTAL ASSETS $ 172,796,995 $ 173,690,749 LIABILITIES AND STOCKHOLDERS’ EQUITY Current liabilities—accounts”…
SpacBrain reads this as 130,716 shares are no longer redeemable.
The clause …“authorized; 3,376,559 and 3,245,843 shares issued and outstanding (excluding 13,873,441 and 14,360,058 shares subject to possible redemption) as of June 30, 2021 and December 31, 2020, respectively 338 289 Class B common stock, $”…
The clause “IAL STATEMENTS JUNE 30, 2021 (Unaudited) If the Company is unable to complete a Business Combination by March 17, 2022 (the “Combination Period”), the Company will (i) cease all operations except for the purpose of winding up, (ii) as”…
The clause …“of the Initial Public Offering. As of September 17, 2020, there was $ 161,337 outstanding under the Promissory Note, which was subsequently repaid on September 22, 2020. Borrowings under the Promissory Note are no longer”…
Read from stored SEC filing text by a regex — no model is involved — and each side links to the filing it came from. “Not previously extracted” is a statement about our record, not about the company: the clause may be present in wording we do not match.
Show the other 10 filings
What changed: Software Acquisition Group Inc. II issued definitive merger materials, a combined proxy statement and prospectus, on the business combination agreement dated January 31, 2021 with Otonomo Technologies Ltd., an Israeli company, and Butterbur Merger Sub Inc. Merger Sub merges into SWAG, which survives as a wholly owned subsidiary of Otonomo, and SWAG's securityholders become Otonomo securityholders. The prospectus covers up to 21,572,500 Otonomo ordinary shares, 13,825,000 warrants and the 13,825,000 ordinary shares underlying them. Why it matters: The one-for-one exchange depends on a share split that has not happened yet: Otonomo intends to effect a Stock Split to bring the value of its ordinary shares to $10.00 each before the effective time, and the filing states the consideration will be adjusted if the split is not effected or produces a different price. Two financings run alongside — a $142,500,000 PIPE of 14,250,000 new shares at $10.00, and a $30,000,000 Secondary PIPE of 3,000,000 existing shares at $10.00 whose proceeds go to the Selling Shareholders rather than to Otonomo.
- What changed vs 2020-11-13trust $172.5M → $172.5M +0%shares 16.3M → 14.0M -14%
trust account, redeemable shares, combination deadline +12 moved · 2 with no prior record of ours
- Trust account
- $172.5M$172.5M
- Redeemable shares
- 16.3M14.0M
- Combination deadline
- 2022-03-17 · unchanged
- Sponsor loans outstanding
- $161K · unchanged
SpacBrain reads this as $5,243 was added to the trust between the two filings.
The clause …“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”…
SpacBrain reads this as 2,270,873 shares are no longer redeemable.
The clause …“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,”…
The clause …“to complete its Business Combination. If the Company is unable to complete a Business Combination by March 17, 2022 (the “Combination Period”), the Company will (i) cease all operations except for the purpose of winding up, (ii) as”…
The clause …“of the Initial Public Offering. As of September 17, 2020, there was $161,337 outstanding under the Promissory Note, which was subsequently repaid on September 22, 2020. Administrative Support Agreement The Company entered into”…
Read from stored SEC filing text by a regex — no model is involved — and each side links to the filing it came from. “Not previously extracted” is a statement about our record, not about the company: the clause may be present in wording we do not match.
The sponsor
The people who set this company up, what they have done before, and the advisers around the deal.
Deal completion: 2/2 resolved vehicles closed a deal (100%); 0 liquidated, 0 terminated. No measured post-close outcome yet, so completion credit is NOT gated — missing data is never a penalty. Small sample — the shrink below keeps this near neutral.
Mixed record · low confidence
The record
The reference detail — how the shares were structured at listing, how thinly they trade, and where the company is registered.
Show the reference detail
Unit structure
Unit: U = S + W/2 · 100.0% of the $10 unit
from 424B4 0001213900-20-026581
Trading & liquidity
Company profile
Directors & officers
No Form 3/4 ownership filing has been captured for this SPAC yet, so the roster is empty rather than guessed.
Institutional holders
from SC 13G/13DFunds that have declared a stake above 5%. Heavy ownership by arbitrage funds usually means heavy cash-outs at the next vote.
Show the declared stakes
5 filers with a stake on file · 0 re-affirmed in the last 12 months. A stake with no amendment since is the filer’s last word on it, not proof it is still held — and percentages filed in different years are percentages of different floats, because this vehicle’s share count collapses at every redemption.
- Software Acquisition Holdings II LLCwith 3 other reporting persons on the same schedule20.0% · SC 13GFeb 16, 2021 stale
- BNP Paribas Asset Management UK Ltd11.8% · SC 13GApr 2, 2021 stale
- BlueCrest Capital Management Ltdwith 1 other reporting person on the same schedule5.5% · SC 13GFeb 10, 2021 stale
- Weiss Asset Management LPwith 3 other reporting persons on the same schedule0.0% · SC 13G/AFeb 11, 2021 stale
- Mithaq Capital SPCwith 2 other reporting persons on the same schedulenot stated · SC 13D/AAug 24, 2021 stale
One line per filer, not per reporting person: a joint schedule names the management company, its funds and often the individual who controls them, and all of them report the same shares. Click a name for that filer’s whole footprint across every SPAC it has declared a stake in.
News
company wires and the financial pressReporting we have matched to this ticker. Headlines belong to the outlets that wrote them.
Show the headlines
- Startups Opt For Microcap Mergers To Tap Public Markets
news.crunchbase.comundated by the source
- Data automotive startup Otonomo to go public via SPAC
TechCrunchundated by the source
- Urgently Announces Anticipated Closing of Merger With Otonomo ...
Nasdaqundated by the source
- Otonomo, Leading Platform and Marketplace for Vehicle Data, to List ...
Business Wireundated by the source
- Otonomo Announces Shareholder Approval of Business Combination with Urgently
GlobeNewswireSep 19, 2023
Sources on file
harvested pages, kept in fullEvery public page we have read about this company, stored in full so a source can never go missing.
Show the sources
37 full SEC filing texts archived — searchable, never lost.
- Vault note — SAII (Software Acquisition Group Inc. II)
vault-note · /vault/tickers/SAII
- Vault deal note — Otonomo Merger US Inc. (SAII)
vault-note · /vault/deals/otonomo-merger-us-inc
- Otonomo Announces Shareholder Approval of Business
news · globenewswire.com
In plain English
tap a term to open itEvery piece of jargon this page could have used, and what it actually means.
Open the plain-English guide
No floor / floorlessthe cash guarantee is gone — the price is unprotected
A SPAC's downside protection is not the cash in trust; it is your right to demand that cash. Once the redemption window closes, the cash stays with the company and the share can trade anywhere.
Redemption deadlinethe last day to hand shares back for cash
Set by the filing that calls the meeting. Tender after it and the company is under no obligation to pay you the trust value.
Broker action datethe day your broker needs the instruction — earlier than the official date
Brokers batch redemption instructions to the transfer agent, so the practical cutoff is roughly two business days before the published deadline. This is the date that actually costs people the floor.
Cash in trust / trust per sharethe cash the company is holding for each public share
Filed quarterly in the 10-Q's XBRL. It earns interest between filings, so the figure on a given day is slightly higher than the last filed one — where we show that we label it an estimate.
Trust discountbuying below the cash held for you
Only meaningful while a redemption right exists. On a floorless name the same arithmetic is not a discount, it is the market pricing distress, and this product will not call it a yield.
Dilutionhow much of the company new shares take from you
Sponsor promote, PIPE shares, warrants and rights all issue stock that did not pay $10 for it. The headline deal value is before that; the effective value is after.
Pro-forma equitywhat the company is valued at once the deal closes
The combined company's equity value assuming the announced terms and the redemptions that have actually happened.
ARShow much upside you get per unit of downside
SpacBrain's asymmetric-return score. It is deterministic — the same inputs always produce the same number — and it is capped, not zeroed, when the floor is gone.
De-SPACthe day the SPAC becomes the real company
The shares stop being a claim on a pot of cash and start being equity in an operating business. Roughly 80% of recent de-SPACs traded below $10 within a year.
Outside datethe contractual long-stop for closing the deal
A deadline between the SPAC and its target, not between the SPAC and you. It confers no right to cash, which is exactly why it must never be counted as a redemption window.
Accession numberthe SEC's unique id for one filing
Every figure on this page carries the accession of the filing that states it, so you can open the primary document rather than trust us.
Accreted NAV (estimate)the last filed cash figure, plus the interest it should have earned since
A model, not a filing: last filed value compounded at the 3-month T-bill for the days elapsed. Always shown in italic with the word estimate, and never printed beside a filed number without it.
Ask the brain
from its filingsData provenance & audit trail5 internal entries
Written by SpacBrain’s data agents whenever a figure is captured, corrected or flagged, and kept verbatim so every number on this page can be traced back to the filing that states it. This is a running log, not the current record: an early entry may be superseded by a later correction — the panels above always hold the current values.
admitted from the HISTORICAL census (EDGAR's SIC 6770 registrant list, walked in full: 3,325 registrants, 1,167 of which ever priced an IPO). The live discovery job cannot reach this registrant — it reads the filing tape, and this one stopped filing. Admission rule: src/lib/universe-admit.ts. SIC 6770 (Blank Checks); 424B 0001213900-20-026581 priced 2020-09-15; common ticker SAII off 8-K 0001213900-21-042108 (2021-08-12); lifecycle EXITED. Ending PROVEN, not inferred: CLOSED per Form 25 0001354457-21-000937 (2021-08-13) — Form 25 filed under 17 CFR 240.12d2-2(a)(3) — the rule for securities that "have come to evidence other securities in substitution therefor", i.e. the shares became the successor's (class: Software Acquisition Group Inc. II Class A Common Stock, Warrant, and Units). ipoSizeM and deadline left NULL: gross-proceeds prose conflates the over-allotment with the offering, and a charter deadline belonging to a vehicle that has ended is a date nobody can act on. ipoDate is the 424B pricing date.
name "Otonomo Merger US Inc." -> "Software Acquisition Group Inc. II". The stored name was the entity that SURVIVED the combination, not the SPAC: EDGAR renames a registrant in place when the merger sub survives, so submissions.json answered with the survivor's name while the vehicle's own sat in formerNames, and the historical ingest read the former. The name written here is the one the SEC header of this registrant's own pricing prospectus states as COMPANY CONFORMED NAME at the moment of filing: 424B4 acc 0001213900-20-026581 (filed 2020-09-15, the same date as this row's ipoDate) — "Software Acquisition Group Inc. II". Nothing else on the row was touched.
sponsor "Software Acquisition Holdings II LLC" (SEC CIK 0001816059) sourced from Form 3 reportingOwner (10% owner) acc 0001213900-20-026534.
[CLOSED-RENAME] EDGAR CIK 0001816048 records "Software Acquisition Group Inc. II" ending 2021-08-13; the registrant continues as "Otonomo Merger US Inc.". The rename is the SEC's own record of what the vehicle became, keyed by CIK. Closed 2021-08-13. No deal value is set — a rename says what was acquired, never for how much. No date column is set: Deal has announcedAt, voteDate and expectedCloseAt and nowhere to record an actual close, so the SEC's date is kept here until that column exists.
entity created from the filed target name; no About paragraph on file, so every other field awaits a sourced read