Statement of Ownership (sc 13g)
14 Febrero 2022 - 7:49AM
Edgar (US Regulatory)
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
SCHEDULE 13G
UNDER THE SECURITIES EXCHANGE ACT OF 1934
(Amendment No. )*
Software
Acquisition Group Inc. III
(Name of Issuer)
Common Stock, par value $0.0001 per share
(Title of Class of Securities)
83407J 103
(CUSIP
Number)
December 31, 2021
(Date of Event Which Requires Filing of this Statement)
Check the Appropriate Box to
Designate the Rule Pursuant to Which this Schedule Is Filed:
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*
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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.
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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).
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1.
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Names of Reporting Persons
Software Acquisition Holdings III LLC
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2.
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Check The Appropriate Box
if a Member of a Group (See Instructions)
(a) ☐ (b) ☐
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3.
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SEC Use Only
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4.
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Citizenship or Place of
Organization
Delaware
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Number of
Shares
Beneficially
Owned By
Each
Reporting
Person
With
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5.
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Sole Voting Power
0
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6.
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Shared Voting Power
15,684,721(1)
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7.
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Sole Dispositive Power
0
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8.
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Shared Dispositive Power
15,684,721(1)
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9.
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Aggregate Amount Beneficially Owned by Each Reporting Person
15,684,721(1)
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10.
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Check Box if the Aggregate
Amount in Row (9) Excludes Certain Shares
☐
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11.
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Percent of Class
Represented By Amount in Row (9)
40.7%(2)
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12.
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Type of Reporting Person
(See Instructions)
OO
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(1)
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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 as more fully described under the heading “Description of Securities—Founder Shares” in the Issuer’s
registration statement on Form S-1 (File No. 333-253230). These also include the 9,982,754 private placement warrants each to purchase a share of Class A
common stock for $11.50 (the “private warrants”). Each of Jonathan S. Huberman, Mike Nikzad and Andrew Nikou are the managing members of Software Acquisition Holdings III LLC. Consequently, each of them may be deemed the beneficial owner
of the shares held by Software Acquisition Holdings III LLC and share voting and dispositive control over such securities.
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(2)
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Based on 22,807,868 shares of Class A common stock issued and outstanding as of October 27, 2021 as
reported in the Issuer’s Quarterly Report on Form 10-Q filed with the Securities and Exchange Commission on November 1, 2021 and assuming the conversion of all shares of Class B common stock and
all of the private warrants held by the reporting persons.
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1.
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Names of Reporting Persons
Jonathan S. Huberman
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2.
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Check The Appropriate Box
if a Member of a Group (See Instructions)
(a) ☐ (b) ☐
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3.
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SEC Use Only
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4.
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Citizenship or Place of
Organization
United
States
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Number of
Shares
Beneficially
Owned By
Each
Reporting
Person
With
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5.
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Sole Voting Power
0
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6.
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Shared Voting Power
15,684,721(1)
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7.
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Sole Dispositive Power
0
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8.
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Shared Dispositive Power
15,684,721(1)
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9.
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Aggregate Amount Beneficially Owned by Each Reporting Person
15,684,721(1)
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10.
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Check Box if the Aggregate
Amount in Row (9) Excludes Certain Shares
☐
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11.
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Percent of Class
Represented By Amount in Row (9)
40.7%(2)
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12.
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Type of Reporting Person
(See Instructions)
IN
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(1)
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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 as more fully described under the heading “Description of Securities—Founder Shares” in the Issuer’s
registration statement on Form S-1 (File No. 333-253230). These also include the 9,982,754 private placement warrants each to purchase a share of Class A
common stock for $11.50 (the “private warrants”). Each of Jonathan S. Huberman, Mike Nikzad and Andrew Nikou are the managing members of Software Acquisition Holdings III LLC. Consequently, each of them may be deemed the beneficial owner
of the shares held by Software Acquisition Holdings III LLC and share voting and dispositive control over such securities.
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(2)
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Based on 22,807,868 shares of Class A common stock issued and outstanding as of October 27, 2021 as
reported in the Issuer’s Quarterly Report on Form 10-Q filed with the Securities and Exchange Commission on November 1, 2021 and assuming the conversion of all shares of Class B common stock and
all of the private warrants held by the reporting persons.
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13.
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Names of Reporting Persons
Mike Nikzad
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14.
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Check The Appropriate Box
if a Member of a Group (See Instructions)
(a) ☐ (b) ☐
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15.
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SEC Use Only
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16.
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Citizenship or Place of
Organization
United
States
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Number of
Shares
Beneficially
Owned By
Each
Reporting
Person
With
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17.
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Sole Voting Power
0
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18.
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Shared Voting Power
15,684,721(1)
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19.
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Sole Dispositive Power
0
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20.
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Shared Dispositive Power
15,684,721(1)
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21.
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Aggregate Amount Beneficially Owned by Each Reporting Person
15,684,721(1)
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22.
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Check Box if the Aggregate
Amount in Row (9) Excludes Certain Shares
☐
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23.
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Percent of Class
Represented By Amount in Row (9)
40.7%(2)
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24.
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Type of Reporting Person
(See Instructions)
IN
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(1)
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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 as more fully described under the heading “Description of Securities—Founder Shares” in the Issuer’s
registration statement on Form S-1 (File No. 333-253230). These also include the 9,982,754 private placement warrants each to purchase a share of Class A
common stock for $11.50 (the “private warrants”). Each of Jonathan S. Huberman, Mike Nikzad and Andrew Nikou are the managing members of Software Acquisition Holdings III LLC. Consequently, each of them may be deemed the beneficial owner
of the shares held by Software Acquisition Holdings III LLC and share voting and dispositive control over such securities.
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(2)
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Based on 22,807,868 shares of Class A common stock issued and outstanding as of October 27, 2021 as
reported in the Issuer’s Quarterly Report on Form 10-Q filed with the Securities and Exchange Commission on November 1, 2021 and assuming the conversion of all shares of Class B common stock and
all of the private warrants held by the reporting persons.
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25.
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Names of Reporting Persons
Andrew Nikou
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26.
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Check The Appropriate Box
if a Member of a Group (See Instructions)
(a) ☐ (b) ☐
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27.
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SEC Use Only
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28.
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Citizenship or Place of
Organization
United
States
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Number of
Shares
Beneficially
Owned By
Each
Reporting
Person
With
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29.
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Sole Voting Power
0
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30.
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Shared Voting Power
15,684,721(1)
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31.
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Sole Dispositive Power
0
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32.
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Shared Dispositive Power
15,684,721(1)
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33.
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Aggregate Amount Beneficially Owned by Each Reporting Person
15,684,721(1)
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34.
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Check Box if the Aggregate
Amount in Row (9) Excludes Certain Shares
☐
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35.
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Percent of Class
Represented By Amount in Row (9)
40.7%(2)
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36.
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Type of Reporting Person
(See Instructions)
IN
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(1)
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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 as more fully described under the heading “Description of Securities—Founder Shares” in the Issuer’s
registration statement on Form S-1 (File No. 333-253230). Each of Jonathan S. Huberman, Mike Nikzad and Andrew Nikou are the managing members of Software
Acquisition Holdings III LLC. Consequently, each of them may be deemed the beneficial owner of the shares held by Software Acquisition Holdings III LLC and share voting and dispositive control over such securities.
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(2)
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Based on 22,807,868 shares of Class A common stock issued and outstanding as of October 27, 2021 as
reported in the Issuer’s Quarterly Report on Form 10-Q filed with the Securities and Exchange Commission on November 1, 2021 and assuming the conversion of all shares of Class B common stock.
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Item 1(a).
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Name of Issuer
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Software Acquisition Group Inc. III
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Item 1(b).
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Address of the Issuer’s Principal Executive Offices
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1980 Festival Plaza Drive, Suite 300
Las Vegas, NV 89135
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Item 2(a).
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Names of Persons Filing
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This statement is filed by the entities listed below, all of whom are referred to herein as the “Reporting Persons”:
(i) Software Acquisition Holdings III LLC
(ii) Jonathan S. Huberman
(iii) Mike Nikzad
(iv) Andrew
Nikou
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Item 2(b).
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Address of the Principal Business Office, or if none, Residence:
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1980 Festival Plaza Drive, Suite 300
Las Vegas, NV 89135
Software Acquisition Holdings III LLC is a limited liability company formed in Delaware. Each of Messrs. Huberman, Nikzad and Nikou is a
citizen of the United States of America.
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Item 2(d).
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Title of Class of Securities
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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 Acquisition Holdings III LLC or its affiliates upon conversion of loans made to the Issuer). The reporting persons also
own the private warrants.
83407J 103
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Item 3.
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If this statement is filed pursuant to Rules 13d-1(b), or 13d-2(b) or (c), check whether the person filing is a(n):
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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, 2021, the Reporting Persons may be deemed to beneficially own 5,701,967 shares of the Issuer of
Class B common stock, representing 20.0% of the total shares of Class A common stock issued and outstanding and assuming the conversion of all the shares of Class B common stock. 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. 333-253230).
The percentage of the shares of Class B common stock held by the Reporting
Persons is based on 22,807,868 shares of Class A common stock issued and outstanding as of October 27, 2021 as reported in the Issuer’s Quarterly Report on Form 10-Q filed with the Securities
and Exchange Commission on November 1, 2021 and assuming the conversion of all shares of Class B common stock and exercise of all private warrants.
Software Acquisition Holdings III LLC is the record holder of the shares reported herein. Each of Jonathan S. Huberman, Mike Nikzad and Andrew
Nikou are the managing members of Software Acquisition Holdings III LLC. Consequently, each of them may be deemed the beneficial owner of the shares held by Software Acquisition Holdings III LLC and share voting and dispositive control over such
securities.
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Item 5.
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Ownership of Five Percent or Less of a Class
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Not Applicable.
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Item 6.
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Ownership of More than Five Percent on Behalf of Another Person
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Not Applicable.
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Item 7.
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Identification and Classification of the Subsidiary Which Acquired the Security Being Reported on by the
Parent Holding Company
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Not Applicable.
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Item 8.
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Identification and Classification of Members of the Group
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Not Applicable.
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Item 9.
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Notice of Dissolution of Group
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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.
Dated: February 14, 2022
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SOFTWARE ACQUISITION HOLDINGS III LLC
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/s/ Jonathan S. Huberman
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Name: Jonathan S. Huberman
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Title: Managing Member
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/s/ Jonathan S. Huberman
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Jonathan S. Huberman
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/s/ Mike Nikzad
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Mike Nikzad
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/s/ Andrew Nikou
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Andrew Nikou
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