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: 4,628,870 shares [*] [**] 8. SHARED VOTING POWER: [*] 9. SOLE DISPOSITIVE POWER: 4,628,870 shares[*] [**] 10. SHARED DISPOSITIVE POWER: [*] 11. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 4,628,870 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) 21.5% 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 17, 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 4,628,870 shares [*] 9. SOLE DISPOSITIVE POWER 0 10. SHARED DISPOSITIVE POWER 4,628,870 shares [*] 11. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 4,628,870 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) 21.5% 14. TYPE OF REPORTING PERSON (See Instructions) IN [*] The total number of shares reported is through the close of business on March 17, 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 4,628,870 shares [*] 9. SOLE DISPOSITIVE POWER 0 10. SHARED DISPOSITIVE POWER 4,628,870 shares [*] 11. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 4,628,870 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) 21.5% 14. TYPE OF REPORTING PERSON (See Instructions) IN [*] The total number of shares reported is through the close of business on March 17, 2021. This Amendment No. 2 amends the Schedule 13D filed on February 26, 2021 (the Original Schedule 13D and, as amended by Amendment No. 1 to Schedule 13D filed on March 2, 2021, the Schedule 13D). This statement of beneficial ownership on Schedule 13D relates to the shares of Class A Common Stock (the Shares) of Software Acquisition Group Inc. II (the Issuer). Unless specifically amended hereby, the disclosures set forth in the Original Schedule 13D remain unchanged. Capitalized terms used but not otherwise defined herein have the meanings given to them in the Original Schedule 13D. The purpose of this Amendment No. 2 is to report the purchase of additional Shares by Mithaq Capital SPC. Item 3. Source and Amount of Funds or Other Considerations The aggregate amount expended by Mithaq Capital SPC (including brokerage commissions) to purchase Shares is set forth in Exhibit A hereto and is incorporated herein by reference. 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 December 31, 2020 as reported in the Issuers Annual Report on Form 10-K filed with the Securities and Exchange Commission on March 16, 2021. (c) Information concerning transactions in the Shares effected by the Reporting Persons during the past sixty days (through March 17, 2021) 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 18, 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 18, 2021 /s/ Turki Saleh A. AlRajhi Turki Saleh A. AlRajhi Date: March 18, 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 14. 09-Mar-21 Buy 52,954 550,551.92 10.40 15. 10-Mar-21 Buy 35,400 369,689.95 10.44 16. 11-Mar-21 Buy 400 4,202.10 10.51 17. 12-Mar-21 Buy 19,725 206,712.82 10.48 18. 15-Mar-21 Buy 87,829 920,319.40 10.48 19. 16-Mar-21 Buy 34,853 360,549.75 10.34 20. 17-Mar-21 Buy 85,209 867,665.28 10.42 Total: 4,628,870 $51,587,929.18