Statement of Ownership (sc 13g)
February 16 2021 - 6:45AM
Edgar (US Regulatory)
UNITED
STATES
SECURITIES
AND EXCHANGE COMMISSION
WASHINGTON,
D.C. 20549
SCHEDULE
13G
UNDER
THE SECURITIES EXCHANGE ACT OF 1934
Software
Acquisition Group Inc. II
(Name
of Issuer)
Class
A common stock, par value $0.0001 per share
(Title
of Class of Securities)
83407F101
(CUSIP
Number)
December 31,
2020
(Date
of Event Which Requires Filing of this Statement)
Check
the appropriate box to designate the rule pursuant to which this Schedule is filed:
*
The remainder of this cover page shall be filled out for a reporting person’s 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).
CUSIP
83407F101
|
1.
|
Names
of Reporting Persons
Software
Acquisition Holdings II LLC
|
|
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
Delaware
|
|
Number of
Shares
Beneficially
Owned By
Each
Reporting
Person
With:
|
5.
|
Sole
Voting Power
4,312,500(1)(2)
|
|
6.
|
Shared
Voting Power
0
|
|
7.
|
Sole
Dispositive Power
4,312,500(1)(2)
|
|
8.
|
Shared
Dispositive Power
0
|
|
9.
|
Aggregate
Amount Beneficially Owned by Each Reporting Person
4,312,500(1)(2)
|
|
10.
|
Check
if the Aggregate Amount in Row (9) Excludes Certain Shares
See
footnote (2) below.
|
|
11.
|
Percent
of Class Represented by Amount in Row (9)
20%(1)(2)(3)
|
|
12.
|
Type
of Reporting Person (See Instructions)
OO
|
CUSIP
83407F101
|
1.
|
Names
of Reporting Persons
Jonathan
S. Huberman
|
|
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
United
States of America
|
|
Number of
Shares
Beneficially
Owned By
Each
Reporting
Person
With:
|
5.
|
Sole
Voting Power
0
|
|
6.
|
Shared
Voting Power
4,312,500(1)(2)
|
|
7.
|
Sole
Dispositive Power
0
|
|
8.
|
Shared
Dispositive Power
4,312,500(1)(2)
|
|
9.
|
Aggregate
Amount Beneficially Owned by Each Reporting Person
4,312,500(1)(2)
|
|
10.
|
Check
if the Aggregate Amount in Row (9) Excludes Certain Shares
See
footnote (2) below.
|
|
11.
|
Percent
of Class Represented by Amount in Row (9)
20%(1)(2)(3)
|
|
12.
|
Type
of Reporting Person (See Instructions)
IN
|
CUSIP
83407F101
|
1.
|
Names
of Reporting Persons
Majid
Mike Nikzad
|
|
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
United
States of America
|
|
Number of
Shares
Beneficially
Owned By
Each
Reporting
Person
With:
|
5.
|
Sole
Voting Power
0
|
|
6.
|
Shared
Voting Power
4,312,500(1)(2)
|
|
7.
|
Sole
Dispositive Power
0
|
|
8.
|
Shared
Dispositive Power
4,312,500(1)(2)
|
|
9.
|
Aggregate
Amount Beneficially Owned by Each Reporting Person
4,312,500 (1)(2)
|
|
10.
|
Check
if the Aggregate Amount in Row (9) Excludes Certain Shares
See
footnote (2) below.
|
|
11.
|
Percent
of Class Represented by Amount in Row (9)
20%(1)(2)(3)
|
|
12.
|
Type
of Reporting Person (See Instructions)
IN
|
CUSIP
83407F101
|
1.
|
Names
of Reporting Persons
Andrew
K. Nikou
|
|
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
United
States of America
|
|
Number of
Shares
Beneficially
Owned By
Each
Reporting
Person
With:
|
5.
|
Sole
Voting Power
0
|
|
6.
|
Shared
Voting Power
4,312,500(1)(2)
|
|
7.
|
Sole
Dispositive Power
0
|
|
8.
|
Shared
Dispositive Power
4,312,500(1)(2)
|
|
9.
|
Aggregate
Amount Beneficially Owned by Each Reporting Person
4,312,500(1)(2)
|
|
10.
|
Check
if the Aggregate Amount in Row (9) Excludes Certain Shares
See
footnote (2) below.
|
|
11.
|
Percent
of Class Represented by Amount in Row (9)
20%(1)(2)(3)
|
|
12.
|
Type
of Reporting Person (See Instructions)
IN
|
|
|
(1)
|
See Item
4. These are the Issuer’s shares of Class B common stock, which will automatically
convert into the Issuer’s shares of Class A common stock at the time of the Issuer’s
initial business combination and as more fully described under the heading “Description
of Securities-Founder Shares” in the Issuer’s registration statement on Form
S-1 (File No. 333-248214). Software Acquisition Holdings II LLC is the record holder
of the shares herein. Jonathan S. Huberman, Majid Mike Nikzad and Andrew K. Nikou are managing
members of Software Acquisition Holdings II LLC. As such, they may be deemed to have
or share voting and dispositive power of the Class B common stock held directly by Software
Acquisition Holdings II LLC.
|
|
|
(2)
|
Excludes
5,200,000 shares which may be purchased by exercising warrants that are not presently
exercisable.
|
|
|
(3)
|
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 Issuer’s Quarterly Report on Form 10-Q filed with the Securities and Exchange
Commission on November 13, 2020.
|
|
Item 1(a).
|
Name
of Issuer
|
Software
Acquisition Group Inc. II (the “Issuer”)
|
Item 1(b).
|
Address
of the Issuer’s Principal Executive Offices
|
1980
Festival Plaza Drive, Ste. 300
Las
Vegas, Nevada 89135
|
Item 2(a).
|
Names
of Persons Filing
|
Software
Acquisition Holdings II LLC, Jonathan S. Huberman, Majid Mike Nikzad and Andrew K. Nikou (collectively, the “Reporting
Persons”)
|
Item 2(b).
|
Address
of the Principal Business Office, or if none, Residence:
|
1980
Festival Plaza Drive, Ste. 300
Las
Vegas, Nevada 89135
Software
Holdings Acquisition II LLC is a limited liability company formed in Delaware. Each of Jonathan S. Huberman, Majid Mike
Nikzad and Andrew K. Nikou is a citizen of the United States of America.
|
Item 2(d).
|
Title
of Class of Securities
|
Class
A common stock, $0.0001 par value per share.
The
shares of Class A common stock are the class of common stock of the Issuer registered pursuant to the Act. The Reporting Persons
own shares of Class B common stock. The shares of Class B common stock will automatically convert into shares of Class A common
stock at the time of the Issuer’s initial business combination (the “Business Combination”) on a one-for-one
basis, subject to certain adjustments. In the event that additional shares of Class A common stock, or equity-linked securities,
are issued or deemed issued in excess of the amounts offered in the Issuer’s initial public offering (the “IPO”)
and related to the closing of the Business Combination, the ratio at which the shares of Class B common stock shall convert into
shares of Class A common stock will be adjusted (unless the holders of a majority of the outstanding shares of Class B common
stock agree to waive such adjustment with respect to any such issuance or deemed issuance) so that the number of shares of Class
A common stock issuable upon conversion of all shares of Class B common stock will equal, in the aggregate, on an as-converted
bases, 20% of the sum of the total number of all shares of common stock outstanding upon completion of the IPO plus all shares
of Class A common stock and equity-linked securities issued or deemed issued in connection with the Business Combination (excluding
any shares or equity-linked securities issued, or to be issued, to any seller in the Business Combination, any private placement-equivalent
warrants issued to Software Holdings Acquisition II LLC or its affiliates upon conversion of loans made to the Issuer).
83407F101
|
Item 3.
|
If
this statement is filed pursuant to Rules 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 Exchange Act.
|
|
|
|
|
|
|
☐
|
(b)
Bank as defined in Section 3(a)(b) or the Exchange Act.
|
|
|
|
|
|
|
☐
|
(c)
Insurance company as defined in Section 3(a)(19) of the Exchange Act.
|
|
|
|
|
|
|
☐
|
(d)
Investment company registered under Section 8 of the Investment Company Act.
|
|
|
|
|
|
|
☐
|
(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 Association as defined in Section 3(b) of the Federal Deposit Insurance Act.
|
|
|
|
|
|
|
☐
|
(i)
A Church Plan that is excluded from the definition of an investment company under Section 3 (c)(14) of the Investment Company
Act.
|
|
|
|
|
|
|
☐
|
(j)
Group, in accordance with Rule 13d-1 (b)(1)(ii)(j).
|
|
|
|
|
|
|
|
Not
applicable
|
The
responses to Items 5-11 of the cover pages of this Schedule 13G are incorporated herein by reference.
As
of December 31, 2020, the Reporting Persons may be deemed to beneficially own 4,312,500 of the Issuer’s shares of Class B
common stock, representing 20% of the total shares of Class A common stock issued and outstanding and assuming the conversion
of all issued and outstanding shares of Class B common stock of the Issuer. The shares of Class B common stock are automatically
convertible into the Issuer’s shares of Class A common stock at the time of the Issuer’s initial business combination
on a one-for-one basis, subject to adjustment, as more fully described under the heading “Description of Securities-Founder
Shares” in the Issuer’s registration statement on Form S-1 (File No. 333-248214).
The
percentage of the shares of Class B common stock held by the Reporting Persons is 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 Issuer’s Quarterly Report on Form 10-Q filed with the Securities and Exchange Commission on November 13, 2020.
Software
Acquisition Holdings II LLC is the record holder of the shares herein. Jonathan S. Huberman, Majid Mike Nikzad and Andrew K.
Nikou are managing members of Software Acquisition Holdings II LLC. As such, they may be deemed to have or share voting and
dispositive power of the Class B common stock held directly by Software Acquisition Holdings II LLC.
|
Item 5.
|
Ownership
of Five Percent or Less of a Class
|
Not
Applicable
|
Item 6.
|
Ownership
of More than Five Percent on Behalf of Another Person
|
Not
Applicable
|
Item 7.
|
Identification
and Classification of the Subsidiary Which Acquired the Security Being Reported on By the Parent Holding Company or Control Person
|
Not
Applicable
|
Item 8.
|
Identification
and Classification of Members of the Group
|
Not
Applicable
|
Item 9.
|
Notice
of Dissolution of Group
|
Not
Applicable
Not
Applicable
SIGNATURE
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 16,
2021
|
|
SOFTWARE
ACQUISITION HOLDINGS II LLC,
a
Delaware limited liability company
|
|
|
|
|
|
By:
|
JONATHAN
S. HUBERMAN,
as managing member of Software Acquisition Holdings II LLC
|
|
|
|
|
|
|
By:
|
/s/
Jonathan S. Huberman
|
|
|
Name:
|
Jonathan
S. Huberman
|
|
|
Title:
|
Managing
Member
|
|
|
/s/ Jonathan
S. Huberman
|
|
|
Jonathan
S. Huberman
|
|
|
|
|
|
/s/
Majid Mike Nikzad
|
|
|
Majid
Mike Nikzad
|
|
|
|
|
|
/s/ Andrew
K. Nikou
|
|
|
Andrew
K. Nikou
|
Attention:
Intentional misstatements or omissions of fact constitute Federal criminal violations
(See
18 U.S.C. 1001)
EXHIBIT
1
JOINT
FILING AGREEMENT
In
accordance with Rule 13d-1(k) under the Securities Exchange Act of 1934, as amended, the undersigned agree to the joint filing
on behalf of each of them of a Statement on Schedule 13G (including any and all amendments thereto) with respect to the shares
of Class A common stock, $0.0001 par value per share, of Software Acquisition Group II Inc., and further agree that this Joint
Filing Agreement shall be included as an exhibit to such joint filings.
The
undersigned further agree that each party hereto is responsible for the timely filing of such Statement on Schedule 13G and any
amendments thereto, and for the accuracy and completeness of the information concerning such party contained therein; provided,
however, that no party is responsible for the accuracy or completeness of the information concerning any other party, unless such
party knows or has reason to believe that such information is inaccurate.
This
Joint Filing Agreement may be signed in counterparts with the same effect as if the signature on each counterpart were upon the
same instrument.
IN
WITNESS WHEREOF, the undersigned have executed this Agreement as of February 16, 2021.
|
|
SOFTWARE
ACQUISITION HOLDINGS II LLC,
a
Delaware limited liability company
|
|
|
|
|
|
By:
|
JONATHAN
S. HUBERMAN,
as managing member of Software Acquisition Holdings II LLC
|
|
|
|
|
|
|
By:
|
/s/
Jonathan S. Huberman
|
|
|
Name:
|
Jonathan
S. Huberman
|
|
|
Title:
|
Managing
Member
|
|
|
/s/ Jonathan
S. Huberman
|
|
|
Jonathan
S. Huberman
|
|
|
|
|
|
/s/
Majid Mike Nikzad
|
|
|
Majid
Mike Nikzad
|
|
|
|
|
|
/s/ Andrew
K. Nikou
|
|
|
Andrew
K. Nikou
|
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