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: 3,823,166 shares [*] [**]
8. SHARED VOTING POWER: [*]
9. SOLE DISPOSITIVE POWER: 3,823,166 shares[*] [**]
10. SHARED DISPOSITIVE POWER: [*]
11. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
3,823,166 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)
17.73%
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 February 24, 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
3,823,166 shares [*]
9. SOLE DISPOSITIVE POWER
0
10. SHARED DISPOSITIVE POWER
3,823,166 shares [*]
11. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
3,823,166 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)
17.73%
14. TYPE OF REPORTING PERSON (See Instructions)
IN
[*] The total number of shares reported is through the close of business
on February 24, 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
3,823,166 shares [*]
9. SOLE DISPOSITIVE POWER
0
10. SHARED DISPOSITIVE POWER
3,823,166 shares [*]
11. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
3,823,166 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)
17.73%
14. TYPE OF REPORTING PERSON (See Instructions)
IN
[*] The total number of shares reported is through the close of business
on February 24, 2021.
Item 1. Security and Issuer
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. Identity and Background
2(a) Name of Person Filing:
(i) Mithaq Capital SPC
(ii) Turki Saleh A. AlRajhi
(iii) 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) The principal business of Mithaq Capital SPC is to act as an
investment vehicle for certain members of the AlRajhi family, of which Turki
Saleh A. AlRajhi is a member, and select other eligible investors that are
employed by Mithaq Capital SPC or its affiliates.
The principal occupation of Turki Saleh A. AlRajhi
is an investor and Chairman and Chief Executive Officer
of Mithaq Holdings Company, an affiliate of Mithaq Capital SPC.
The principal occupation of Muhammad Asif Seemab
is Managing Director of Mithaq Capital, an affiliate
of Mithaq Capital SPC.
Mithaq Capital SPC is managed by its Board of Directors,
which consists of Turki Saleh A. AlRajhi and Muhammad Asif Seemab.
2(d)-2(e) During the five years preceding the date of this filing,
the Reporting Persons, nor, to their knowledge, any manager or executive
officer of Mithaq Capital SPC or any person controlling Mithaq Capital SPC,
has been (i) convicted in a criminal proceeding (excluding traffic
violations or similar misdemeanors) or (ii) a party to a civil proceeding
of a judicial or administrative body of competent jurisdiction and as
a result of such proceeding was or is subject to a judgment, decree
or final order enjoining future violations of, or prohibiting or
mandating activities subject to, federal or state securities laws
or finding any violation with respect to such laws.
2(f) Citizenship:
(i) Mithaq Capital SPC is a segregated portfolio company
organized in the Cayman Islands.
(ii) Turki Saleh A. AlRajhi: Saudi Arabia
(iii) Muhammad Asif Seemab: Pakistan
Item 3. Source and Amount of Funds or Other Considerations
Mithaq Capital SPC expended an aggregate of approximately $42,748,486
of its own investment capital to purchase the shares of Common Stock of
the Issuer reported on this Schedule 13D. The source of funds for any
additional purchase of shares also will be Mithaq Capital SPCs
investment capital.
Item 4. Purpose of Transaction
Mithaq Capital SPC acquired the shares for investment, and the
purchase of any additional shares also will be for investment.
The Reporting Persons or their representatives have not and do not
presently intend to have discussions with the Issuer regarding the Issuer's
strategy, governance or operations.
In addition, the Reporting Persons may engage in communications
regarding the items above with other shareholders of the Issuer, knowledgeable
industry or market observers, industry participants, or other persons.
Mithaq Capital SPC intends to review its investment in the Issuer
on an ongoing basis. Mithaq Capital SPC may take a number of actions
to maximize the value of its investment, including increasing or
decreasing the size of its investment in the Issuer. The actions
taken by Mithaq Capital SPC to maximize the value of its investment
will depend upon numerous factors, including, among other things,
the price and availability of securities of the Issuer; subsequent
developments affecting the Issuer; the Issuer's business and prospects;
general stock market and money market and economic conditions;
tax considerations; ongoing evaluation of the Issuer's business,
financial condition, operations, prospects and strategic alternatives;
the relative attractiveness of alternative business and investment
opportunities; the attitudes and actions of the board of directors
and management of the Issuer; and other factors deemed relevant.
The Reporting Persons do not have any plans or proposals
with respect to any extraordinary corporate transaction involving
the Issuer or any sale of its assets or any change in the Issuer's
board of directors, management, capitalization, dividend policy,
charter or by-laws, or any other change in its business or corporate
structure or with respect to any of the matters described in
subparagraphs (a) through (j) of Item 4 of Schedule 13D.
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 the 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.
Item 6. Contracts, Arrangements, Understandings or Relationships
with Respect to Securities of the Issuer
Mithaq Capital SPC is managed by its Board of Directors,
which consists of Turki Saleh A. AlRajhi and Muhammad Asif Seemab, and
the Board has exclusive authority concerning purchases, dispositions and voting
of shares reported on this Schedule 13D. Each of Mr. AlRajhi and
Mr. Seemab possesses an ownership interest in Mithaq Capital SPC.
In addition, by contract, Mr. Seemab may share in further profits
realized from Mithaq Capital SPCs investment in the shares.
Other than as set forth in this Schedule 13D, there are no
contracts,arrangements, understandings or relationships
between the Reporting Persons and any other person with
respect to the securities of the Issuer.
Item 7. Material to Be Filed as Exhibits
Exhibit A: Transactions in the Shares During the Last 60 Days
Signatures
Date: February 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: February 25, 2021 /s/ Turki Saleh A. AlRajhi
Turki Saleh A. AlRajhi
Dated: February 25, 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 13D 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 entities
named 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 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: February 25, 2021 /s/ Turki Saleh A. AlRajhi
Turki Saleh A. AlRajhi
Dated: February 25, 2021 /s/ Muhammad Asif Seemab
Muhammad Asif Seemab
The original statement shall be signed by each person on whose
behalf the statement is filed or his authorized representative.
If the statement is signed on behalf of a person by his
authorized representative (other than an executive officer
or general partner of this filing person), evidence of the
representatives authority to sign on behalf of such person
shall be filed with the statement, provided, however, that
a power of attorney for this purpose which is already on file
with the Commission may be incorporated by reference.
The name and any title of each person who signs the statement
shall be typed or printed beneath his signature.
Attention: Intentional misstatements or omissions of fact
constitute Federal criminal violations (See 18 U.S.C. 1001).
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
Total 3,823,166 42,748,486.01 11.18 (average)