CUSIP No. 83407F101
1. Names of Reporting Persons Mithaq Capital SPC
2. Check the Appropriate Box if a Member of a Group
(See Instructions)
(a) [ ]
(b) [ ]
3. SEC Use Only:
4. Citizenship or Place of Organization Cayman Islands
Number of Shares Beneficially Owned by Each Reporting Person with:
Number of Shares 5. Sole Voting Power: 3,021,759 [*] [**]
Beneficially Owned by
Each Reporting Person 6. Shared Voting Power: [*]
with:
7. Sole Dispositive Power: 3,021,759 [*] [**]
8. Shared Dispositive Power: [*]
9. Aggregate Amount Beneficially Owned by Each Reporting Person: 3,021,759
10. Check if the Aggregate Amount in Row (9) Excludes Certain Shares [ ]
11. Percent of Class Represented by amount in Row (9): 14%
12. 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 February 19, 2021.
CUSIP No. 83407F101
1. Names of Reporting Persons Turki Saleh A. AlRajhi
2. Check the Appropriate Box if a Member of a Group
(See Instructions)
(a) [ ]
(b) [ ]
3. SEC Use Only
4. Citizenship or Place of Organization Saudi Arabia
Number of Shares 5. Sole Voting Power: 0
Beneficially Owned by
Each Reporting Person 6. Shared Voting Power: 3,021,759 [*]
with:
7. Sole Dispositive Power: 0
8. Shared Dispositive Power: 3,021,759 [*]
9. Aggregate Amount Beneficially Owned by Each
Reporting Person: 3,021,759
10. Check if the Aggregate Amount in Row (9) Excludes
Certain Shares [ ]
11. Percent of Class Represented by amount in Row (9): 14%
12. Type of Reporting Person (See Instructions): IN
____________________________________________________________
[*] The total number of shares reported is through the close of business on
February 19, 2021.
CUSIP No. 83407F101
1. Names of Reporting Persons Muhammad Asif Seemab
2. Check the Appropriate Box if a Member of a Group
(See Instructions)
(a) [ ]
(b) [ ]
3. SEC Use Only:
4. Citizenship or Place of Organization: Pakistan
Number of Shares 5. Sole Voting Power: 0
Beneficially Owned by
Each Reporting Person 6. Shared Voting Power: 3,021,759 [*]
with:
7. Sole Dispositive Power: 0
8. Shared Dispositive Power: 3,021,759 [*]
9. Aggregate Amount Beneficially Owned by Each
Reporting Person: 3,021,759
10. Check if the Aggregate Amount in Row (9) Excludes
Certain Shares [ ]
11. Percent of Class Represented by amount in Row (9): 14%
12. Type of Reporting Person (See Instructions): IN
____________________________________________________________
[*] The total number of shares reported is through the close of business on
February 19, 2021.
Item 1
1(a) Name of Issuer: Software Acquisition Group Inc. II
1(b) Address of Issuer's Principal Executive Offices:
1980 Festival Plaza Drive
Suite 300
Las Vegas, NV 89135
Item 2
2(a) Name of Person Filing:
(i) Mithaq Capital SPC
(ii) Turki Saleh A. AlRajhi
(ii) Muhammad Asif Seemab
2(b) Address of Principal Business Office or, if none, Residence:
(i) Mithaq Capital SPC
c/o Synergy, Anas Ibn Malik Road
Al Malqa, Riyadh 13521 Saudi Arabia
(ii) Turki Saleh A. AlRajhi
Mithaq Capital SPC
c/o Synergy, Anas Ibn Malik Road
Al Malqa, Riyadh 13521 Saudi Arabia
(iii) Muhammad Asif Seemab
Mithaq Capital SPC
c/o Synergy, Anas Ibn Malik Road
Al Malqa, Riyadh 13521 Saudi Arabia
2(c) Citizenship:
(i) Mithaq Capital SPC: Cayman Islands
(ii) Turki Saleh A. AlRajhi: Saudi Arabia
(iii) Muhammad Asif Seemab: Pakistan
2(d) Title of Class of Securities: Common Stock
2(e) CUSIP Number: 83407F101
Item 3
If this statement is filed pursuant to Rule 13d-1(b),
or 13d-2(b) or (c), check whether the person filing is a:
a. [ ] Broker or Dealer registered under Section 15 of the Act;
b. [ ] Bank as defined in Section 3(a)(6) of the Act;
c. [ ] Insurance company as defined in Section 3(a)(19) of the Act;
d. [ ] Investment company registered under section 8 of the Investment
Company Act of 1940;
e. [ ] An investment adviser in accordance with Rule 13d 1(b)(1)(ii)(E);
f. [ ] An employee benefit plan or endowment fund in
accordance with Rule 13d 1(b)(1)(ii)(F);
g. [ ] A parent holding company or control person
in accordance with Rule 13d 1(b)(1)(ii)(G);
h. [ ] A savings associations as defined in Section 3(b) of the
Federal Deposit Insurance Act (12 U.S.C. 1813);
i. [ ] A church plan that is excluded from the definition of
an investment company under section 3(c)(14) of
the Investment Company Act of 1940;
j. [ ] A non-U.S. institution that is the functional equivalent
of any of the institutions listed in Rule 13d 1(b)(1)(ii)(A)
through (I), so long as the non-U.S. institution is subject
to a regulatory scheme that is substantially comparable to
the regulatory scheme applicable to the equivalent U.S.
institution; and
k. [ ] Group, in accordance with Rule 13d 1(b)(1)(ii)(K).
Item 4. Ownership
Reporting Person: Mithaq Capital SPC
Provide the following information regarding the aggregate number and
percentage of the class of securities of the issuer identified in Item 1.
(a) Amount beneficially owned: 3,021,759
(b) Percent of class: 14%
(c) Number of shares as to which the person has:
(i) Sole power to vote or to direct the vote: 3,021,759
(ii) Shared power to vote or to direct the vote: 0
(iii) Sole power to dispose or to direct the disposition of: 3,021,759
(iv) Shared power to dispose or to direct the disposition of: 0
Reporting Person: Turki Saleh A. AlRajhi
Provide the following information regarding the aggregate number and
percentage of the class of securities of the issuer identified in Item 1.
(a) Amount beneficially owned: 3,021,759
(b) Percent of class: 14%
(c) Number of shares as to which the person has:
(i) Sole power to vote or to direct the vote: 0
(ii) Shared power to vote or to direct the vote: 3,021,759
(iii) Sole power to dispose or to direct the disposition of: 0
(iv) Shared power to dispose or to direct the disposition of: 3,021,759
Reporting Person: Muhammad Asif Seemab
Provide the following information regarding the aggregate number and
percentage of the class of securities of the issuer identified in Item 1.
(a) Amount beneficially owned: 3,021,759
(b) Percent of class: 14%
(c) Number of shares as to which the person has:
(i) Sole power to vote or to direct the vote: 0
(ii) Shared power to vote or to direct the vote: 3,021,759
(iii) Sole power to dispose or to direct the disposition of: 0
(iv) Shared power to dispose or to direct the disposition of: 3,021,759
Item 5. Ownership of Five Percent or Less of a Class
If this statement is being filed to report the fact that as of the date hereof
the reporting person has ceased to be the beneficial owner of more than five
percent of the class of securities, check the following: [ ]
Item 6. Ownership of More than Five Percent on Behalf of Another
Person. N/A
Item 7. Identification and Classification of the Subsidiary
Which Acquired the Security Being Reported on By the
Parent Holding Company or Control Person. N/A
Item 8. Identification and Classification of Members of the Group: N/A
Item 9. Notice of Dissolution of Group. N/A
Item 10. Certification
By signing below I certify that, to the best of my knowledge and belief,
the securities referred to above were not acquired and are not held for
the purposeof or with the effect of changing or influencing the control of
the issuer of the securities and were not acquired and are not held in
connection with or as a participantin any transaction having that purpose
or effect, other than activities solely in connection with a nomination
under Section 240.14a-11.
SIGNATURES
After reasonable inquiry and to the best of my knowledge and belief,
I certify that the information set forth in this statement is true, complete
and correct.
Date: February 22, 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: February 22, 2021 /s/Turki Saleh A. AlRajhi
Turki Saleh A. AlRajhi
Dated: February 22, 2021 /s/Muhammad Asif Seemab
Muhammad Asif Seemab
Joint Filing Agreement Pursuant to Rule 13d-1(K)(1)
This will confirm the agreement by and among the undersigned
that this Schedule 13G filed with the Securities and Exchange Commission on
or about the date hereof with respect to the beneficial ownership by the
undersigned of the common stock of Software Acquisition Group Inc. II,
is being filed, and all amendments thereto will be filed, on behalf of
each of the persons and entitiesnamed below in accordance with
Rule 13d-1(k) under the Securities Exchange Act
of 1934, as amended.
This Agreement may be executed in two or more counterparts,
each of which shall be deemed an original, but all of which together shall
constitute one and the same instrument.
Date: February 22, 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: February 22, 2021 /s/Turki Saleh A. AlRajhi
Turki Saleh A. AlRajhi
Dated: February 22, 2021 /s/Muhammad Asif Seemab
Muhammad Asif Seemab