Sec Form 13G Filing - Software Acquisition Holdings LLC filing for CuriosityStream Inc. (CURI) - 2020-02-11

 

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

 

 

SCHEDULE 13G

 

UNDER THE SECURITIES EXCHANGE ACT OF 1934

 

 

Software Acquisition Group Inc.

(Name of Issuer)

 

CLASS A COMMON STOCK, PAR VALUE $0.0001

(Title of Class of Securities)

 

83406B101

(CUSIP Number)

 

December 31, 2019

(Date of Event Which Requires Filing of this Statement)

 

 

Check the appropriate box to designate the rule pursuant to which this Schedule is filed:

 

☐

Rule 13d-1(b)

 

☐

Rule 13d-1(c)

 

☒

Rule 13d-1(d)

 

*	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 No. 83406B101

 

1.		Names of Reporting Persons   Software Acquisition Holdings 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   3,737,500 (1)
		6.		Shared Voting Power   0
		7.		Sole Dispositive Power   3,737,500 (1)(2)
		8.		Shared Dispositive Power   0

9.		Aggregate Amount Beneficially Owned by Each Reporting Person   3,737,500 (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)   20.0% (1)(2)(3)
12.		Type of Reporting Person (See Instructions)   OO

 

 

CUSIP No. 83406B101

 

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   USA

Number of Shares Beneficially Owned By Each Reporting Person With:		5.		Sole Voting Power   0
		6.		Shared Voting Power   3,737,500 (1)
		7.		Sole Dispositive Power   0
		8.		Shared Dispositive Power   3,737,500 (1)(2)

9.		Aggregate Amount Beneficially Owned by Each Reporting Person   3,737,500 (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)   20.0% (1)(2)(3)
12.		Type of Reporting Person (See Instructions)   IN

 

 

CUSIP No. 83406B101

 

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   USA

Number of Shares Beneficially Owned By Each Reporting Person With:		5.		Sole Voting Power   0
		6.		Shared Voting Power   3,737,500 (1)
		7.		Sole Dispositive Power   0
		8.		Shared Dispositive Power   3,737,500 (1)(2)

9.		Aggregate Amount Beneficially Owned by Each Reporting Person   3,737,500 (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)   20.0% (1)(2)(3)
12.		Type of Reporting Person (See Instructions)   IN

 

 

CUSIP No. 83406B101

 

1.		Names of Reporting Persons   AKN Investments 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   0
		6.		Shared Voting Power   3,737,500 (1)
		7.		Sole Dispositive Power   0
		8.		Shared Dispositive Power   3,737,500 (1)(2)

9.		Aggregate Amount Beneficially Owned by Each Reporting Person   3,737,500 (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)   20.0% (1)(2)(3)
12.		Type of Reporting Person (See Instructions)   OO

 

 

CUSIP No. 83406B101

 

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   USA

Number of Shares Beneficially Owned By Each Reporting Person With:		5.		Sole Voting Power   0
		6.		Shared Voting Power   3,737,500 (1)
		7.		Sole Dispositive Power   0
		8.		Shared Dispositive Power   3,737,500 (1)(2)

9.		Aggregate Amount Beneficially Owned by Each Reporting Person   3,737,500 (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)   20.0% (1)(2)(3)
12.		Type of Reporting Person (See Instructions)   IN

 

(1)

See Item 4. These shares are the Issuer’s Class B Common Stock, which are automatically convertible into shares of the Issuer’s Class A Common Stock at the time of the Issuer’s initial business combination or earlier at the option of the holder 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. 333-234327). Software Acquisition Holdings LLC (the “Sponsor”) is the record holder of the shares reported herein. Mr. Huberman, Mr. Nikzad and AKN Investments II, LLC are the managing members of the Sponsor. Andrew K. Nikou, a member of the issuer’s board of directors, is the Managing Member and President of AKN Investments 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 the Sponsor.

 

(2)	Excludes 4,740,000 shares which may be purchased by exercising warrants that are not presently exercisable.

 

(3)	Based on 14,950,000 shares of Class A Common Stock and 3,737,500 shares of Class B Common Stock issued and outstanding as of November 22, 2019 as reported in the Issuer’s balance sheet filed on a Current Report on Form 8-K filed with the Securities and Exchange Commission on November 27, 2019.

 

 

Item 1(a).

Name of Issuer

 

Software Acquisition Group Inc. (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 LLC, Jonathan S. Huberman, Majid Mike Nikzad, Andrew K. Nikou and AKN Investments II, LLC. (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

 

Item 2(c).

Citizenship

 

Software Acquisition Holdings LLC is a limited liability company formed in Delaware. AKN Investment II, LLC is a limited liability company formed in Delaware. Each of Jonathan S. Huberman, Andrew K. Nikou and Majid Mike Nikzad 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.

 

* Class A common stock is the class of common stock of the Issuer registered pursuant to the Securities Exchange Act of 1934, as amended. 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”), or earlier at the option of the holder, on a one-for-one basis, subject to certain adjustments. In the case 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 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 basis, 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 and any private placement-equivalent warrants issued to Software Acquisition Holdings LLC or its affiliates upon conversion of loans made to the Issuer).

 

Item 2(e).

CUSIP Number

 

83406B101 

 

 

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

 

Item 4.

Ownership

 

The responses to Items 5-11 of the cover pages of this Schedule 13G are incorporated herein by reference.

 

As of December 31, 2019, the Reporting Persons may be deemed to beneficially own 3,737,500 shares of the Issuer’s Class B Common Stock, representing 20.0% of the total Class A and Class B Common Stock issued and outstanding. The Class B Common Stock is automatically convertible into the Issuer’s Class A Common Stock at the time of the Issuer’s initial business combination, or earlier at the option of the Reporting Persons, 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. 333-234327). The percentage of Class B Common Stock held by the Reporting Persons is based upon 14,950,000 shares of Class A Common Stock and 3,737,500 shares of Class B Common Stock issued and outstanding as of November 22, 2019 as reported in the Issuer’s balance sheet filed on a Current Report on Form 8-K filed with the Securities and Exchange Commission on November 27, 2019. Software Acquisition Holdings LLC (the “Sponsor”) is the record holder of the shares reported herein. Mr. Huberman, Mr. Nikzad and AKN Investments II, LLC are the managing members of the Sponsor. Andrew K. Nikou, a member of the issuer’s board of directors, is the Managing Member and President of AKN Investments 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 the Sponsor.

 

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

 

Item 10.

Certification

 

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 11, 2020

 

	/s/ Jonathan S. Huberman,		02/11/2020
	as managing member of Software Acquisition Holdings LLC
	/s/ Andrew K. Nikou,		02/11/2020
	as the Managing Member and President of AKN Investments II, LLC
	/s/ Jonathan S. Huberman		02/11/2020
	/s/ Majid Mike Nikzad		02/11/2020
	/s/ Andrew K. Nikou		02/11/2020
	** Signature of Reporting Person		Date

 

 

 

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 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 11, 2020.

 

	Software Acquisition Holdings LLC
	By:	/s/ Jonathan S. Huberman
	Name:	Jonathan S. Huberman
	Title:	Managing Member
	AKN Investments II, LLC
	By:	/s/ Andrew K. Nikou
	Name:	Andrew K. Nikou
	Title:	Managing Member and President
	/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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