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: 6,440,397 shares
8. SHARED VOTING POWER:
9. SOLE DISPOSITIVE POWER: 6,440,397 shares
10. SHARED DISPOSITIVE POWER:
11. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
6,440,397 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)
29.9%
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
6,440,397 shares
9. SOLE DISPOSITIVE POWER
0
10. SHARED DISPOSITIVE POWER
6,440,397 shares
11. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
6,440,397 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)
29.9%
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
6,440,397 shares
9. SOLE DISPOSITIVE POWER
0
10. SHARED DISPOSITIVE POWER
6,440,397 shares
11. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
6,440,397 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)
29.9%
14. TYPE OF REPORTING PERSON (See Instructions)
IN
This Amendment No. 4 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, Amendment No. 2
to Schedule 13D filed on March 18, 2021, and Amendment No. 3
on March 25, 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. 4 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 30, 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 30, 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 31, 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 31, 2021 /s/ Turki Saleh A. AlRajhi
Turki Saleh A. AlRajhi
Date: March 31, 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
26 25-Mar-21 Buy 7,163 71,665.82 10.01
27 30-Mar-21 Buy 854,916 8,553,434.58 10.01
Total: 6,440,397 $70,174,943.00