0001834600-21-000012.txt : 20210303
0001834600-21-000012.hdr.sgml : 20210303
20210303103305
ACCESSION NUMBER: 0001834600-21-000012
CONFORMED SUBMISSION TYPE: SC 13D/A
PUBLIC DOCUMENT COUNT: 2
FILED AS OF DATE: 20210302
DATE AS OF CHANGE: 20210303
SUBJECT COMPANY:
COMPANY DATA:
COMPANY CONFORMED NAME: Software Acquisition Group Inc. II
CENTRAL INDEX KEY: 0001816048
STANDARD INDUSTRIAL CLASSIFICATION: BLANK CHECKS [6770]
IRS NUMBER: 851525734
STATE OF INCORPORATION: DE
FISCAL YEAR END: 1231
FILING VALUES:
FORM TYPE: SC 13D/A
SEC ACT: 1934 Act
SEC FILE NUMBER: 005-91697
FILM NUMBER: 21707556
BUSINESS ADDRESS:
STREET 1: 1980 FESTIVAL PLAZA DRIVE SUITE 300
CITY: LAS VEGAS
STATE: NV
ZIP: 89135
BUSINESS PHONE: 3109914982
MAIL ADDRESS:
STREET 1: 1980 FESTIVAL PLAZA DRIVE SUITE 300
CITY: LAS VEGAS
STATE: NV
ZIP: 89135
FILED BY:
COMPANY DATA:
COMPANY CONFORMED NAME: Mithaq Capital SPC
CENTRAL INDEX KEY: 0001834600
IRS NUMBER: 000000000
STATE OF INCORPORATION: E9
FISCAL YEAR END: 1231
FILING VALUES:
FORM TYPE: SC 13D/A
BUSINESS ADDRESS:
STREET 1: C/O SYNERGY, ANAS IBN MALIK ROAD
CITY: AL MALQA, RIYADH
STATE: T0
ZIP: 13521
BUSINESS PHONE: 966-11-222-2210
MAIL ADDRESS:
STREET 1: C/O SYNERGY, ANAS IBN MALIK ROAD
CITY: AL MALQA, RIYADH
STATE: T0
ZIP: 13521
SC 13D/A
1
Sch13DA.txt
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13D/A
Under the Securities Exchange Act of 1934 (Amendment No. 1)
Software Acquisition Group Inc. II
(Name of Issuer)
Class A Common Stock
(Title of Class of Securities)
83407F101
(CUSIP Number)
Fred P. Boy, Esq.
Lehman & Eilen LLP
50 Charles Lindbergh Boulevard
Suite 505
Uniondale, New York 11553
Telephone No. (516) 222-0888
(Name, Address and Telephone Number of Person
Authorized to Receive Notices and Communications)
February 25, 2021
(Date of Event which Requires Filing of this Statement)
If the filing person has previously filed a statement on Schedule 13G
to report the acquisition that is the subject of this Schedule 13D, and
is filing this schedule because of 240.13d-1(e), 240.13d-1(f)
or 240.13d-1(g), check the following box [ ].
Note: Schedules filed in paper format shall include a signed original
and five copies of the schedule, including all exhibits. See 240.13d-7(b)
for other parties to whom copies are to be sent.
*The remainder of this cover page shall be filled out for a reporting
persons initial filing on this form with respect to the subject
class of securities, and for any subsequent amendment containing
information which would alter disclosures provided in a prior cover page.
The information required on the remainder of this cover page shall
not be deemed to be filed for the purpose of Section 18 of the
Securities Exchange Act of 1934 (Act) or otherwise subject to the
liabilities of that section of the Act but shall be subject to all
other provisions of the Act (however, see the Notes).
EX-1
2
exh.txt
SCHEDULE 13D
CUSIP No. 83407F101
1. NAMES OF REPORTING PERSONS
I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)
Mithaq Capital SPC
2. CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*
(a) [ ]
(b) [ ]
3. SEC USE ONLY
________________________________________________
4. SOURCE OF FUNDS (See Instructions)
WC
5. CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO
ITEMS 2(D) [ ] OR 2(E) [ ]
6. CITIZENSHIP OR PLACE OF ORGANIZATION
Cayman Islands
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON
WITH
7. SOLE VOTING POWER: 4,312,500 shares [*] [**]
8. SHARED VOTING POWER: [*]
9. SOLE DISPOSITIVE POWER: 4,312,500 shares[*] [**]
10. SHARED DISPOSITIVE POWER: [*]
11. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
4,312,500 shares
12. CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11)
EXCLUDES CERTAIN SHARES (See Instructions) [ ]
13. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
20.00%
14. TYPE OF REPORTING PERSON (See Instructions)
CO
____________________________________________________________
[*] Turki Saleh A. AlRajhi and Muhammad Asif Seemab are directors
of Mithaq Capital SPC and as such may exercise voting and dispositive
power over the shares owned by Mithaq Capital SPC.
[**] The total number of shares reported is through the close
of business on March 1, 2021.
CUSIP No.
83407F101
1. NAMES OF REPORTING PERSONS
I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)
Turki Saleh A. AlRajhi
2. CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*
(a) [ ]
(b) [ ]
3. SEC USE ONLY
__________________________________________________
4. SOURCE OF FUNDS (See Instructions)
WC
5. CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED
PURSUANT TO ITEMS 2(D) [ ] OR 2(E) [ ]
6. CITIZENSHIP OR PLACE OF ORGANIZATION
Saudi Arabia
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH
REPORTING PERSON WITH:
7. SOLE VOTING POWER
0
8. SHARED VOTING POWER
4,312,500 shares [*]
9. SOLE DISPOSITIVE POWER
0
10. SHARED DISPOSITIVE POWER
4,312,500 shares [*]
11. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
4,312,500 shares
12. CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES
CERTAIN SHARES (See Instructions) [ ]
13. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
20.00%
14. TYPE OF REPORTING PERSON (See Instructions)
IN
[*] The total number of shares reported is through the close of business
on March 1, 2021.
CUSIP No.
83407F101
1. NAMES OF REPORTING PERSONS
I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)
Muhammad Asif Seemab
2. CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*
(a) [ ]
(b) [ ]
3. SEC USE ONLY
__________________________________________________
4. SOURCE OF FUNDS (See Instructions)
WC
5. CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED
PURSUANT TO ITEMS 2(D) [ ] OR 2(E) [ ]
6. CITIZENSHIP OR PLACE OF ORGANIZATION
Pakistan
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH
REPORTING PERSON WITH:
7. SOLE VOTING POWER
0
8. SHARED VOTING POWER
4,312,500 shares [*]
9. SOLE DISPOSITIVE POWER
0
10. SHARED DISPOSITIVE POWER
4,312,500 shares [*]
11. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
4,312,500 shares
12. CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN
SHARES (See Instructions) [ ]
13. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
20.00%
14. TYPE OF REPORTING PERSON (See Instructions)
IN
[*] The total number of shares reported is through the close of business
on March 1, 2021.
This Amendment No. 1 (Amendment No. 1) to Schedule 13D amends and
supplements the Schedule 13D filed by Mithaq Capital SPC (Mithaq,
and together with Turki Saleh A. AlRajhi and Muhammad Asif Seemab,
the Reporting Persons) with respect to the Issuers Class A Common Stock
on February 26, 2021. Except as set forth below, all previous Items
remain unchanged. The purpose of this Amendment No. 1 is to report
the purchase of certain shares of the Issuers Class A Common Stock by Mithaq.
Item 5. Interest in Securities of the Issuer
(a) and (b) The information contained on the cover pages to this
Schedule 13D is incorporated herein by reference.
All percentages referred to on the cover pages are based on 17,250,000
shares of Class A common stock issued and outstanding and 4,312,500
shares of Class B common stock issued and outstanding as of November 13, 2020
as reported in the Issuers Quarterly Report on Form 10-Q filed with the
Securities and Exchange Commission on November 13, 2020.
(c) Information concerning transactions in the shares effected by the
Reporting Persons during the past sixty days is set forth in Exhibit A
hereto and is incorporated herein by reference. All of the transactions
in shares listed in Exhibit A were effected in open market brokerage
transactions by Mithaq Capital SPC.
(d) Except as described in this Schedule 13D, to the knowledge of the
Reporting Persons, only Mithaq Capital SPC has the right to receive
or the power to direct the receipt of dividends from, or proceeds
from the sale of, the shares reported on this Schedule 13D.
(e) Not applicable.
Signatures
Date: March 2, 2021 Mithaq Capital SPC
By:/s/ Turki Saleh A. AlRajhi
Name: Turki Saleh A. AlRajhi
Title: Director
By:/s/Muhammad Asif Seemab
Name: Muhammad Asif Seemab
Title: Director
Date: March 2, 2021 /s/ Turki Saleh A. AlRajhi
Turki Saleh A. AlRajhi
Dated: March 2, 2021 /s/Muhammad Asif Seemab
Muhammad Asif Seemab
Exhibit A
Transactions in the Shares During the Last 60 Days
# - Trade Date - Activity - Shares Bought - Cost Value - Cost per share
(USD) (USD)
1 11-Feb-21 Buy 1,000,000 11,000,397.45 11.00
2 11-Feb-21 Buy 47,411 521,781.76 11.01
3 12-Feb-21 Buy 373,063 4,104,363.82 11.00
4 16-Feb-21 Buy 332,998 3,768,890.08 11.32
5 17-Feb-21 Buy 522,833 5,877,175.01 11.24
6 18-Feb-21 Buy 450,849 5,128,896.64 11.38
7 19-Feb-21 Buy 294,605 3,383,785.91 11.49
8 22-Feb-21 Buy 219,495 2,523,412.27 11.50
9 23-Feb-21 Buy 520,641 5,743,978.86 11.03
10. 24-Feb-21 Buy 61,271 695,804.21 11.36
11. 25-Feb-21 Buy 397,764 4,501,795.92 11.32
12. 26-Feb-21 Buy 43,620 494,780.29 11.34
13. 01-Mar-21 Buy 47,950 543,175.74 11.33
Total 4,312,500 48,288,237.96