0001834600-21-000026.txt : 20210325 0001834600-21-000026.hdr.sgml : 20210325 20210325135709 ACCESSION NUMBER: 0001834600-21-000026 CONFORMED SUBMISSION TYPE: SC 13D/A PUBLIC DOCUMENT COUNT: 2 FILED AS OF DATE: 20210325 DATE AS OF CHANGE: 20210325 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: 21771766 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. 3) 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) March 23, 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/A 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: 5,578,318 shares 8. SHARED VOTING POWER: 9. SOLE DISPOSITIVE POWER: 5,578,318 shares 10. SHARED DISPOSITIVE POWER: 11. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 5,578,318 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) 25.9% 14. TYPE OF REPORTING PERSON (See Instructions) CO 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 5,578,318 shares 9. SOLE DISPOSITIVE POWER 0 10. SHARED DISPOSITIVE POWER 5,578,318 shares 11. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 5,578,318 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) 25.9% 14. TYPE OF REPORTING PERSON (See Instructions) IN 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 5,578,318 shares 9. SOLE DISPOSITIVE POWER 0 10. SHARED DISPOSITIVE POWER 5,578,318 shares 11. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 5,578,318 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) 25.9% 14. TYPE OF REPORTING PERSON (See Instructions) IN This Amendment No. 3 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, and Amendment No. 2 to Schedule 13D filed on March 18, 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. 3 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, and reflect transactions through the close of business on March 24, 2021. Turki Saleh A. AlRajhi and Muhammad Asif Seemab are directors of Mithaq Capital SPC and as such may exercise shared voting and dispositive power over the shares owned by Mithaq Capital SPC. 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 24, 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 25, 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 25, 2021 /s/ Turki Saleh A. AlRajhi Turki Saleh A. AlRajhi Date: March 25, 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 85,209 887,665.28 10.42 21 18-Mar-21 Buy 26,783 281,297.80 10.50 22 19-Mar-21 Buy 123,308 1,294,172.34 10.50 23 22-Mar-21 Buy 11,090 116,482.14 10.50 24 23-Mar-21 Buy 766,618 8,051,519.54 10.50 25 24-Mar-21 Buy 21,649 218,441.50 10.09 Total: 5,578,318 $61,549,843.00