UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 10-Q

(Mark One)

☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the quarterly period ended ~~March~~June 3130, 2021

☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the transition period from to

Commission File No. 001-39514

SOFTWARE ACQUISITION GROUP INC. II

(Exact name of registrant as specified in its charter)

Delaware		85-1525734
(State or other jurisdiction of incorporation or organization)		(I.R.S. Employer Identification No.)

1980 Festival Plaza Drive, Ste. 300
Las Vegas, Nevada 89135

(Address of Principal Executive Offices, Zip Code)

310-991-4982

(Registrant’s telephone number, including area code)

N/A

(Former name, former address and former fiscal year, if changed since last report)

Securities registered pursuant to Section 12(b) of the Act:

Title of each class	Trading Symbol(s)	Name of each exchange on which registered
Units, each consisting of one share of Class A Common Stock and one-half of one Redeemable Warrant	SAIIU	The Nasdaq Stock Market LLC
Class A Common Stock, par value $0.0001 per share	SAII	The Nasdaq Stock Market LLC
Warrants, each exercisable for one share Class A Common Stock for $11.50 per share	SAIIW	The Nasdaq Stock Market LLC

Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. Yes ☒ No ☐

Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit such files). Yes ☒ No ☐

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company, or an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company,” and “emerging growth company” in Rule 12b-2 of the Exchange Act.

	☐ Large accelerated filer	☐ Accelerated filer
	☒ Non-accelerated filer	☒ Smaller reporting company
		☒ Emerging growth company

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act): Yes ☒ No ☐

As of ~~May~~August 249, 2021, there were 17,250,000 shares of Class A common stock, $0.0001 par value and 4,312,500 shares of Class B common stock, $0.0001 par value, issued and outstanding.

SOFTWARE ACQUISITION GROUP INC. II

FORM 10-Q FOR THE QUARTER ENDED ~~MARCH~~JUNE 3130, 2021

TABLE OF CONTENTS

		~~Page~~	Page
PART 1 – FINANCIAL INFORMATION
Item 1.	Financial Statements	1	1
	Condensed Balance Sheets as of March 31, 2021 and December 31, 2020	1
	Condensed Balance Sheets as of June 30, 2021 (unaudited) and December 31, 2020 (audited)		1
	Condensed Statement of Operations for the three months ended March 31, 2021	2
	Condensed Statements of Operations for the three and six months ended June 30, 2021 and for the period from June 16, 2020 (inception) through June 30, 2020 (unaudited)		2
	Condensed Statement of Changes in Shareholders’ Equity for the three months ended March 31, 2021	3
	Condensed Statements of Changes in Shareholders’ Equity for the three and six months ended June 30, 2021 and for the period from June 16, 2020 (inception) through June 30, 2020 (unaudited)		3
	Condensed Statement of Cash Flows for the three months ended March 31, 2021	4
	Condensed Statements of Cash Flows for the six months ended June 30, 2021 and for the period from June 16, 2020 (inception) through June 30, 2020 (unaudited)		4
	Notes to Condensed Financial Statements	5
	Notes to Condensed Financial Statements (unaudited)		5
Item 2.	Management’s Discussion and Analysis of Financial Condition and Results of Operations	15	19
Item 3.	Quantitative and Qualitative Disclosures about Market Risk	17	22
Item 4.	Control and Procedures	17	22
PART II – OTHER INFORMATION
Item 1.	Legal Proceedings	18	24
Item 1A.	Risk Factors	18	24
Item 2.	Unregistered Sales of Equity Securities and Use of Proceeds	18	24
Item 3.	Defaults Upon Senior Securities	18	24
Item 4.	Mine Safety Disclosures	18	24
Item 5.	Other Information	18	24
Item 6.	Exhibits	19	25
SIGNATURES		20	26

PART 1 – FINANCIAL INFORMATION

Item 1. Financial Statements

SOFTWARE ACQUISITION GROUP INC. II

CONDENSED BALANCE SHEETS

	March 31, 2021			December 31, 2020
	June 30, 2021			December 31, 2020
	(Unaudited)
ASSETS
Current Assets
Cash	$	562,230		$	1,003,468
Cash and cash equivalents	$	155,056		$	1,003,468
Prepaid expenses		~~187~~133,~~991~~722			184,279
Total Current Assets		~~750~~288,~~221~~778			1,187,747
Marketable securities held in Trust Account		172,~~505~~508,~~595~~217			172,503,002
TOTAL ASSETS	$	~~173~~172,~~255~~796,~~816~~995		$	173,690,749
LIABILITIES AND STOCKHOLDERS’ EQUITY
Current liabilities—accounts payable and accrued expenses		~~241~~171,~~200~~720			232,918
Warrant liability		21,931,000			18,819,750
Warrant liabilities		22,846,750			18,819,750
Deferred underwriting fee payable		6,037,500			6,037,500
Total Liabilities		2829,~~209~~055,~~700~~970			25,090,168
Commitments
Class A common stock subject to possible redemption, 14,004,157 and 14,360,058 shares at redemption value as of March 31, 2021 and December 31, 2020, respectively		140,046,112			143,600,580
Class A common stock subject to possible redemption, 13,873,441 and 14,360,058 shares at redemption value as of June 30, 2021 and December 31, 2020, respectively		138,741,019			143,600,580
Stockholders’ Equity
Preferred Stock, $0.0001 par value; 1,000,000 shares authorized; none issued and outstanding		—			—
Class A common stock, $0.0001 par value; 100,000,000 shares authorized; 3,245,843 and 2,889,942 shares issued and outstanding (excluding 14,004,157 and 14,360,058 shares subject to possible redemption) as of March 31, 2021 and December 31, 2020, respectively		325			289
Class A common stock, $0.0001 par value; 100,000,000 shares authorized; 3,376,559 and 3,245,843 shares issued and outstanding (excluding 13,873,441 and 14,360,058 shares subject to possible redemption) as of June 30, 2021 and December 31, 2020, respectively		338			289
Class B common stock, $0.00001 par value; 10,000,000 shares authorized; 4,312,500 shares issued and outstanding as of March 31, 2021 and December 31, 2020		431			431
Class B common stock, $0.00001 par value; 10,000,000 shares authorized; 4,312,500 shares issued and outstanding as of June 30, 2021 and December 31, 2020		431			431
Additional paid-in capital		1214,~~915~~220,~~676~~756			9,361,244
Accumulated deficit		(79,~~916~~221,~~428~~519	)		(4,361,963	)
Total Stockholders’ Equity		5,000,~~004~~006			5,000,001
TOTAL LIABILITIES AND STOCKHOLDERS’ EQUITY	$	~~173~~172,~~255~~796,~~816~~995		$	173,690,749

The accompanying notes are an integral part of the unaudited condensed financial statements.

SOFTWARE ACQUISITION GROUP INC. II

CONDENSED STATEMENTS ~~STATEMENT~~ OF OPERATIONS

~~THREE MONTHS ENDED MARCH 31, 2021~~(Unaudited)

(Unaudited)

	Three Months Ended June 30,			Six Months Ended June 30,			For the Period from June 16, 2020 (Inception) through June 30,
	2021			2021			2020
Formation and operational costs	$	391,976		$	837,807		$	761
Loss from operations		(391,976	)		(837,807	)		(761	)

Other income (expense):
Interest income—bank		13			36			—
Interest earned on marketable securities held in Trust Account		2,622			5,215			—
Change in fair value of warrant liabilities		(915,750	)		(4,027,000	)		—
Other expense, net		(913,115	)		(4,021,749	)		—

Loss before income taxes		(1,305,091	)		(4,859,556	)		(761	)
Net loss	$	(1,305,091	)	$	(4,859,556	)	$	(761	)

Basic and diluted weighted average shares outstanding, Common stock subject to possible redemption		13,873,441			14,181,124			—
Basic and diluted net loss per share, Common stock subject to possible redemption	$	0.00		$	0.00		$	0.00
Basic and diluted weighted average shares outstanding, Common stock		7,689,059			7,381,376			3,750,000
Basic and diluted net loss per share, Common stock	$	(0.17	)	$	(0.66	)	$	0.00

Formation and operating costs	$	445,831
Loss from operations		(445,831	)
Other income (loss):
Interest income—bank		23
Interest earned on marketable securities held in Trust Account		2,593
Change in fair value of warrant liability		(3,111,250	)
Other income (loss), net		(3,108,634	)
Income (Loss) before benefit from(provision for) income taxes		(3,554,465	)
Benefit from (Provision for) income taxes		—
Net income (loss)	$	(3,554,465	)
Basic and diluted weighted average shares outstanding, Common stock subject to possible redemption		14,360,058
Basic and diluted net loss per share, Common stock subject to possible redemption	$	0.00
Basic and diluted weighted average shares outstanding, Common stock		7,202,442
Basic and diluted net loss per share, Common stock	$	(0.49	)

The accompanying notes are an integral part of the unaudited condensed financial statements.

~~The accompanying notes are an integral part of the unaudited condensed financial statements.~~2

2SOFTWARE ACQUISITION GROUP INC. II

~~SOFTWARE~~CONDENSED STATEMENTS ~~ACQUISITION~~OF ~~GROUP~~CHANGES ~~INC.~~IN IISTOCKHOLDERS’ EQUITY

~~CONDENSED~~THREE AND ~~STATEMENT~~SIX OFMONTHS ~~CHANGES~~ENDED INJUNE ~~STOCKHOLDER’S EQUITY~~30, 2021

~~THREE MONTHS ENDED MARCH 31, 2021~~ (Unaudited)

(Unaudited)

	Class A Common Stock				Class B Common Stock				Additional Paid-in		Accumulated			Total Stockholders’
	Shares		Amount		Shares		Amount		Capital		Deficit			Equity
Balance – January 1, 2021		2,889,942	$	289		4,312,500	$	431	$	9,361,244	$	(4,361,963	)	$	5,000,001

Change in value of common stock subject to possible redemption		355,901		36		—		—		3,554,432		—			3,554,468

Net loss		—		—		—		—		—		(3,554,465	)		(3,554,465	)

Balance – March 31, 2021		3,245,843	$	325		4,312,500	$	431	$	12,915,676	$	(7,916,428	)	$	5,000,004

Change in value of common stock subject to possible redemption		130,716		13		—		—		1,305,080		—			1,305,093

Net loss		—		—		—		—		—		(1,305,091	)		(1,305,091	)

Balance – June 30, 2021		3,376,559	$	338		4,312,500	$	431	$	14,220,756	$	(9,221,519	)	$	5,000,006

	Class A Common Stock				Class B Common Stock				Additional Paid-in		Accumulated			Total Stockholders’
	Shares		Amount		Shares		Amount		Capital		Deficit			Equity
Balance – January 1, 2021		2,889,942	$	289		4,312,500	$	431	$	9,361,244	$	(4,361,963	)	$	5,000,001
Change in value of common stock subject to possible redemption		355,901		36		—		—		3,554,432		—			3,554,468
Net income (loss)		—		—		—		—		—		(3,554,465	)		(3,554,465	)
Balance – March 31, 2021		3,245,843	$	325		4,312,500	$	431	$	12,915,676	$	(7,916,428	)	$	5,000,004

FOR THE PERIOD FROM JUNE 16, 2020 (INCEPTION) TO JUNE 30, 2020

The accompanying notes are an integral part of the unaudited condensed financial statements.

	Class A Common Stock				Class B Common Stock				Additional Paid-in		Accumulated			Total Stockholders’
	Shares		Amount		Shares		Amount		Capital		Deficit			Equity
Balance – June 16, 2020 (Inception)		—	$	—		—	$	—	$	—	$	—		$	—

Issuance of Class B common stock to Sponsor		—		—		4,312,500		431		24,569		—			25,000

Net loss		—		—		—		—		—		(761	)		(761	)

Balance – June 30, 2021		—	$	—		4,312,500	$	431	$	24,569	$	(761	)	$	24,239

3The accompanying notes are an integral part of the unaudited condensed financial statements.

~~SOFTWARE ACQUISITION GROUP INC. II~~3

~~CONDENSED~~SOFTWARE ACQUISITION ~~STATEMENT~~GROUP OFINC. ~~CASH FLOWS~~II

~~THREE~~CONDENSED STATEMENTS ~~MONTHS~~OF ~~ENDED~~CASH ~~MARCH 31, 2021~~ FLOWS

(Unaudited)

Cash Flows from Operating Activities:
	Six Months Ended June 30,			For the Period from June 16, 2020 (Inception) through June 30,
Net income (loss)	$	(3,554,465	)
	2021			2020
Adjustments to reconcile net income (loss) to net cash used in operating activities:
Cash Flows from Operating Activities:
Change in fair value of warrant liability		3,111,250
Net loss	$	(4,859,556	)	$	(761	)
Interest earned on marketable securities held in Trust Account		(2,593	)
Adjustments to reconcile net loss to net cash used in operating activities:
Changes in operating assets and liabilities:
Change in fair value of warrant liabilities		4,027,000			—
Prepaid expenses		(3,712	)
Interest earned on marketable securities held in Trust Account		(5,215	)		—
Accounts payable and accrued expenses		8,282
Changes in operating assets and liabilities:
Net cash provided by (used in) operating activities		(441,238	)
Prepaid expenses		50,557			—
Cash Flows from Investing Activities:
Accounts payable and accrued expenses		(61,198	)		761
Net cash provided by (used in) investing activities		--
Net cash used in operating activities		(848,412	)		—
Cash Flows from Financing Activities:
Net cash provided by (used in) financing activities		--
Proceeds from issuance of Class B common stock to Sponsor		—			25,000
Net Change in Cash		(441,238	)
Net cash provided by financing activities		—			25,000
Cash – Beginning of period		1,003,468
Net Change in Cash		(848,412	)		25,000
Cash – End of period	$	562,230
Cash – Beginning		1,003,468			—
Non-Cash investing and financing activities:
Cash – Ending	$	155,056		$	25,000
Change in value of Class A common stock subject to possible redemption	$	(3,554,468	)
Non-cash investing and financing activities:
Deferred underwriting fee payable	$	6,037,500
Offering costs included in accrued offering costs	$	—		$	32,500
Initial classification of Class A common stock subject to possible redemption	$	143,600,580		$	—
Change in value of Class A common stock subject to possible redemption	$	(4,859,561	)	$	—

The accompanying notes are an integral part of the unaudited condensed financial statements.

SOFTWARE ACQUISITION GROUP INC. II

NOTES TO CONDENSED FINANCIAL STATEMENTS

~~MARCH 31~~JUNE 30, 2021

(Unaudited)

NOTE 1. DESCRIPTION OF ORGANIZATION AND BUSINESS OPERATIONS

Software Acquisition Group Inc. II (the “Company”) is a blank check company incorporated in Delaware on June 16, 2020. The Company was formed for the purpose of effectuating a merger, capital stock exchange, asset acquisition, stock purchase, reorganization or other similar business combination with one or more businesses (the “Business Combination”). The Company is an early stage and emerging growth company and, as such, the Company is subject to all of the risks associated with early stage and emerging growth companies.

As of ~~March~~June 3130, 2021, the Company had not yet commenced any operations. All activity for the period June 16, 2020 (inception) through ~~March 31~~June 30, 2021 relates to the Company’s formation, the initial public offering (the “Initial Public Offering”) and, subsequent to the Initial Public Offering, identifying a target company for a Business Combination, Otonomo Technologies Ltd., a company organized under the laws of the State of Israel (“Otonomo”) (see Note 10).

The registration statement for the Company’s Initial Public Offering was declared effective on September 14, 2020. On September 17, 2020, the Company consummated the Initial Public Offering of 15,000,000 units (the “Units” and, with respect to the shares of Class A common stock included in the Units sold, the “Public Shares”), at $10.00 per Unit, generating gross proceeds of $150,000,000, which is described in Note 3.

Simultaneously with the closing of the Initial Public Offering, the Company consummated the sale of 4,750,000 warrants (each, a “Private Placement Warrant” and, collectively, the “Private Placement Warrants”) at a price of $1.00 per Private Placement Warrant in a private placement to Software Acquisition Holdings II LLC (the “Sponsor”), generating gross proceeds of $4,750,000, which is described in Note 4.

Following the closing of the Initial Public Offering on September 17, 2020, an amount of $150,000,000 ($10.00 per Unit) from the net proceeds of the sale of the Units in the Initial Public Offering and the sale of the Private Placement Warrants was placed in a trust account (the “Trust Account”) and invested in U.S. government securities, within the meaning set forth in Section 2(a)(16) of the Investment Company Act of 1940, as amended (the “Investment Company Act”), with a maturity of 185 days or less, or in any open-ended investment company that holds itself out as a money market fund meeting the conditions of Rule 2a-7 of the Investment Company Act, as determined by the Company, until the earlier of: (i) the consummation of a Business Combination or (ii) the distribution of the funds in the Trust Account to the Company’s stockholders, as described below.

On September 24, 2020, the underwriters exercise their over-allotment option in full. As such, the Company consummated the sale of an additional 2,250,000 Units, at $10.00 per Unit, and the sale of an additional 450,000 Private Placement Warrants, at $1.00 per Private Placement Warrant, generating total gross proceeds of $22,950,000. A total of $22,500,000 of the net proceeds was deposited into the Trust Account, bringing the aggregate proceeds held in the Trust Account to $172,500,000.

Transaction costs amounted to $9,902,566, consisting of $3,450,000 of underwriting fees, $6,037,500 of deferred underwriting fees and $415,066 of other offering costs.

The Company’s management has broad discretion with respect to the specific application of the net proceeds of the Initial Public Offering and the sale of the Private Placement Warrants, although substantially all of the net proceeds are intended to be applied generally toward consummating a Business Combination. NASDAQ rules provide that the Business Combination must be with one or more target businesses that together have a fair market value equal to at least 80% of the balance in the Trust Account (less any deferred underwriting commissions and taxes payable on interest earned on the Trust Account) at the time of the signing a definitive agreement to enter a Business Combination. The Company will only complete a Business Combination if the post-Business Combination company owns or acquires 50% or more of the outstanding voting securities of the target or otherwise acquires a controlling interest in the target sufficient for it not to be required to register as an investment company under the Investment Company Act. There is no assurance that the Company will be able to successfully effect a Business Combination.

The Company will provide its holders of the outstanding Public Shares (the “public stockholders”) with the opportunity to redeem all or a portion of their Public Shares upon the completion of a Business Combination either (i) in connection with a stockholder meeting called to approve the Business Combination or (ii) by means of a tender offer. In connection with a proposed Business Combination, the Company may seek stockholder approval of a Business Combination at a meeting called for such purpose at which stockholders may seek to redeem their shares, regardless of whether they vote for or against a Business Combination. The Company will proceed with a Business Combination only if the Company has net tangible assets of at least $5,000,001 either immediately prior to or upon such consummation of a Business Combination and, if the Company seeks stockholder approval, a majority of the outstanding shares voted are voted in favor of the Business Combination.

~~If the Company seeks stockholder~~SOFTWARE ~~approval~~ACQUISITION ofGROUP a Business Combination and it does not conduct redemptions pursuant to the tender offer rules, the Company’s Amended and Restated Certificate of Incorporation provides that, a public stockholder, together with any affiliate of such stockholder or any other person with whom such stockholder is acting in concert or as a “group” (as defined under Section 13 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”)), will be restricted from seeking redemption rights with respect to 15% or more of the Public Shares without the Company’s prior written consentINC. II

5NOTES TO CONDENSED FINANCIAL STATEMENTS

~~SOFTWARE~~JUNE 30, ~~ACQUISITION GROUP INC. II~~2021

~~NOTES TO CONDENSED FINANCIAL STATEMENTS~~(Unaudited)

~~MARCH~~The Company 31will provide its holders of the outstanding Public Shares (the “public stockholders”) with the opportunity to redeem all or a portion of their Public Shares upon the completion of a Business Combination either (i) in connection with a stockholder meeting called to approve the Business Combination or (ii) by means of a tender offer. In connection with a proposed Business Combination, ~~2021~~the Company may seek stockholder approval of a Business Combination at a meeting called for such purpose at which stockholders may seek to redeem their shares, regardless of whether they vote for or against a Business Combination. The Company will proceed with a Business Combination only if the Company has net tangible assets of at least $5,000,001 either immediately prior to or upon such consummation of a Business Combination and, if the Company seeks stockholder approval, a majority of the outstanding shares voted are voted in favor of the Business Combination.

If the Company seeks stockholder approval of a Business Combination and it does not conduct redemptions pursuant to the tender offer rules, the Company’s Amended and Restated Certificate of Incorporation provides that, a public stockholder, together with any affiliate of such stockholder or any other person with whom such stockholder is acting in concert or as a “group” (~~Unaudited~~as defined under Section 13 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”)), will be restricted from seeking redemption rights with respect to 15% or more of the Public Shares without the Company’s prior written consent.

The public stockholders will be entitled to redeem their shares for a pro rata portion of the amount then in the Trust Account (initially $10.00 per share, plus any pro rata interest earned on the funds held in the Trust Account and not previously released to the Company to pay its tax obligations). The per-share amount to be distributed to stockholders who redeem their shares will not be reduced by the deferred underwriting commissions the Company will pay to the underwriter (as discussed in Note 6). There will be no redemption rights upon the completion of a Business Combination with respect to the Company’s warrants.

If a stockholder vote is not required and the Company does not decide to hold a stockholder vote for business or other legal reasons, the Company will, pursuant to its Amended and Restated Certificate of Incorporation, offer such redemption pursuant to the tender offer rules of the Securities and Exchange Commission (the “SEC”), and file tender offer documents containing substantially the same information as would be included in a proxy statement with the SEC prior to completing a Business Combination.

The Company’s Sponsor has agreed (a) to vote its Founder Shares (as defined in Note 5), and any Public Shares purchased during or after the Initial Public Offering in favor of a Business Combination, (b) not to propose an amendment to the Company’s Amended and Restated Certificate of Incorporation with respect to the Company’s pre-Business Combination activities prior to the consummation of a Business Combination unless the Company provides dissenting public stockholders with the opportunity to redeem their Public Shares in conjunction with any such amendment; (c) not to redeem any shares (including the Founder Shares) and Private Placement Warrants (including underlying securities) into the right to receive cash from the Trust Account in connection with a stockholder vote to approve a Business Combination (or to sell any shares in a tender offer in connection with a Business Combination if the Company does not seek stockholder approval in connection therewith) or a vote to amend the provisions of the Amended and Restated Certificate of Incorporation relating to stockholders’ rights of pre-Business Combination activity and (d) that the Founder Shares and Private Placement Warrants (including underlying securities) shall not participate in any liquidating distributions upon winding up if a Business Combination is not consummated. However, the Sponsor will be entitled to liquidating distributions from the Trust Account with respect to any Public Shares purchased during or after the Initial Public Offering if the Company fails to complete its Business Combination.

If the Company is unable to complete a Business Combination by March 17, 2022 (the “Combination Period”), the Company will (i) cease all operations except for the purpose of winding up, (ii) as promptly as reasonably possible but no more than ten business days thereafter, redeem the Public Shares, at a per-share price, payable in cash, equal to the aggregate amount then on deposit in the Trust Account, including interest earned on the funds held in the Trust Account and not previously released to us to pay taxes (less up to $100,000 of interest to pay dissolution expenses), divided by the number of then outstanding public shares, which redemption will completely extinguish public stockholders’ rights as stockholders (including the right to receive further liquidation distributions, if any), subject to applicable law, and (iii) as promptly as reasonably possible following such redemption, subject to the approval of the remaining stockholders and the Company’s board of directors, proceed to commence a voluntary liquidation and thereby a formal dissolution of the Company, subject in each case to its obligations under Delaware law to provide for claims of creditors and the requirements of applicable law. The underwriter has agreed to waive its rights to the deferred underwriting commission held in the Trust Account in the event the Company does not complete a Business Combination within the Combination Period and, in such event, such amounts will be included with the funds held in the Trust Account that will be available to fund the redemption of the Public Shares. In the event of such distribution, it is possible that the per share value of the assets remaining available for distribution will be less than the Initial Public Offering price per Unit ($10.00).6

~~The Sponsor has agreed that~~SOFTWARE itACQUISITION ~~will~~GROUP be liable to the Company if and to the extent any claims by a third party for services rendered or products sold to the Company, or a prospective target business with which the Company has entered into a written letter of intent, confidentiality or similar agreement or Business Combination agreement, reduce the amount of funds in the Trust Account to below the lesser of (i) $10INC.00 per Public Share and (ii) the actual amount per Public Share held in the Trust Account as of the day of liquidation of the Trust Account, if less than $10.00 per share due to reductions in the value of the trust assets, less taxes payable, provided that such liability will not apply to any claims by a third party or prospective target business who executed a waiver of any and all rights to monies held in the Trust Account (whether or not such waiver is enforceable) nor will it apply to any claims under the Company’s indemnity of the underwriter of Initial Public Offering against certain liabilities, including liabilities under the Securities Act of 1933, as amended (the “Securities Act”). However, the Company has not asked the Sponsor to reserve for such indemnification obligations, nor has the Company independently verified whether the Sponsor has sufficient funds to satisfy its indemnity obligations and believe that the Sponsor’s only assets are securities of the Company. Therefore, the Company cannot assure its stockholders that the Sponsor would be able to satisfy those obligations. None of the Company’s officers or directors will indemnify the Company for claims by third parties including, without limitation, claims by vendors and prospective target businesses. The Company will seek to reduce the possibility that the Sponsor will have to indemnify the Trust Account due to claims of creditors by endeavoring to have all vendors, service providers, prospective target businesses or other entities with which the Company does business, execute agreements with the Company waiving any right, title, interest or claim of any kind in or to monies held in the Trust Account.II

~~Risks~~NOTES TO ~~and~~CONDENSED ~~Uncertainties~~FINANCIAL STATEMENTS

~~Management continues~~JUNE ~~to evaluate the impact of the COVID-19 pandemic and has concluded that while it is reasonably possible that the virus could have a negative effect on the Company’s financial position~~30, results of its operations and/or search for a target company, the specific impact is not readily determinable as of the date of these financial statements. The financial statements do not include any adjustments that might result from the outcome of this uncertainty.2021

6(Unaudited)

~~SOFTWARE~~If the ~~ACQUISITION~~Company ~~GROUP~~is ~~INC~~unable to complete a Business Combination by March 17, 2022 (the “Combination Period”), the Company will (i) cease all operations except for the purpose of winding up, (ii) as promptly as reasonably possible but no more than ten business days thereafter, redeem the Public Shares, at a per-share price, payable in cash, equal to the aggregate amount then on deposit in the Trust Account, including interest earned on the funds held in the Trust Account and not previously released to us to pay taxes (less up to $100,000 of interest to pay dissolution expenses), divided by the number of then outstanding public shares, which redemption will completely extinguish public stockholders’ rights as stockholders (including the right to receive further liquidation distributions, if any), subject to applicable law, and (iii) as promptly as reasonably possible following such redemption, subject to the approval of the remaining stockholders and the Company’s board of directors, proceed to commence a voluntary liquidation and thereby a formal dissolution of the Company, subject in each case to its obligations under Delaware law to provide for claims of creditors and the requirements of applicable law. IIThe underwriter has agreed to waive its rights to the deferred underwriting commission held in the Trust Account in the event the Company does not complete a Business Combination within the Combination Period and, in such event, such amounts will be included with the funds held in the Trust Account that will be available to fund the redemption of the Public Shares. In the event of such distribution, it is possible that the per share value of the assets remaining available for distribution will be less than the Initial Public Offering price per Unit ($10.00).

~~NOTES~~The Sponsor TOhas ~~CONDENSED~~agreed ~~FINANCIAL~~that ~~STATEMENTS~~it will be liable to the Company if and to the extent any claims by a third party for services rendered or products sold to the Company, or a prospective target business with which the Company has entered into a written letter of intent, confidentiality or similar agreement or Business Combination agreement, reduce the amount of funds in the Trust Account to below the lesser of (i) $10.00 per Public Share and (ii) the actual amount per Public Share held in the Trust Account as of the day of liquidation of the Trust Account, if less than $10.00 per share due to reductions in the value of the trust assets, less taxes payable, provided that such liability will not apply to any claims by a third party or prospective target business who executed a waiver of any and all rights to monies held in the Trust Account (whether or not such waiver is enforceable) nor will it apply to any claims under the Company’s indemnity of the underwriter of Initial Public Offering against certain liabilities, including liabilities under the Securities Act of 1933, as amended (the “Securities Act”). However, the Company has not asked the Sponsor to reserve for such indemnification obligations, nor has the Company independently verified whether the Sponsor has sufficient funds to satisfy its indemnity obligations and believe that the Sponsor’s only assets are securities of the Company. Therefore, the Company cannot assure its stockholders that the Sponsor would be able to satisfy those obligations. None of the Company’s officers or directors will indemnify the Company for claims by third parties including, without limitation, claims by vendors and prospective target businesses. The Company will seek to reduce the possibility that the Sponsor will have to indemnify the Trust Account due to claims of creditors by endeavoring to have all vendors, service providers, prospective target businesses or other entities with which the Company does business, execute agreements with the Company waiving any right, title, interest or claim of any kind in or to monies held in the Trust Account.

~~MARCH~~Risks and ~~31, 2021~~Uncertainties

~~(Unaudited)~~Management continues to evaluate the impact of the COVID-19 pandemic and has concluded that while it is reasonably possible that the virus could have a negative effect on the Company’s financial position, results of its operations and/or search for a target company, the specific impact is not readily determinable as of the date of these financial statements. The financial statements do not include any adjustments that might result from the outcome of this uncertainty.

~~NOTE 2. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES~~7

~~Basis~~SOFTWARE ACQUISITION ofGROUP ~~Presentation~~INC. II

~~The accompanying unaudited~~NOTES ~~condensed~~TO ~~financial~~CONDENSED ~~statements~~FINANCIAL have been prepared in accordance with accounting principles generally accepted in the United States of America (“GAAP”) for interim financial information and in accordance with the instructions to Form 10-Q and Article 8 of Regulation S-X promulgated under the Securities Act. Certain information or footnote disclosures normally included in financial statements prepared in accordance with GAAP have been condensed or omitted, pursuant to the rules and regulations of the SEC for interim financial reporting. Accordingly, they do not include all the information and footnotes necessary for a complete presentation of financial position, results of operations, or cash flows. In the opinion of management, the accompanying unaudited condensed financial statements include all adjustments, consisting of a normal recurring nature, which are necessary for a fair presentation of the financial position, operating results and cash flows for the periods presented.STATEMENTS

~~The accompanying unaudited condensed~~JUNE ~~financial statements should be read in conjunction with the Company’s Annual Report on Form 10-KA as filed with the SEC on May 25~~30, ~~2021.~~ ~~The interim results for the three months ended March 31,~~ 2021 ~~are not necessarily indicative of the results to be expected for the period ending December 31, 2021 or for any future periods.~~

~~Emerging Growth Company~~(Unaudited)

~~The Company is an “emerging~~NOTE ~~growth company,” as defined in Section~~ 2~~(a)~~. ofSUMMARY ~~the~~OF ~~Securities~~SIGNIFICANT ~~Act,~~ACCOUNTING as modified by the Jumpstart Our Business Startups Act of 2012 (the “JOBS Act”), and it may take advantage of certain exemptions from various reporting requirements that are applicable to other public companies that are not emerging growth companies including, but not limited to, not being required to comply with the independent registered public accounting firm attestation requirements of Section 404 of the Sarbanes-Oxley Act, reduced disclosure obligations regarding executive compensation in its periodic reports and proxy statements, and exemptions from the requirements of holding a nonbinding advisory vote on executive compensation and stockholder approval of any golden parachute payments not previously approved.POLICIES

~~Further, Section 102(b)(1)~~Basis of the JOBS Act exempts emerging growth companies from being required to comply with new or revised financial accounting standards until private companies (that is, those that have not had a Securities Act registration statement declared effective or do not have a class of securities registered under the Exchange Act) are required to comply with the new or revised financial accounting standards. The JOBS Act provides that a company can elect to opt out of the extended transition period and comply with the requirements that apply to non-emerging growth companies but any such election to opt out is irrevocable. The Company has elected not to opt out of such extended transition period which means that when a standard is issued or revised and it has different application dates for public or private companies, the Company, as an emerging growth company, can adopt the new or revised standard at the time private companies adopt the new or revised standard. This may make comparison of the Company’s financial statement with another public company which is neither an emerging growth company nor an emerging growth company which has opted out of using the extended transition period difficult or impossible because of the potential differences in accounting standards used.Presentation

~~Use~~The accompanying unaudited condensed financial statements have been prepared in accordance with accounting principles generally accepted in the United States of ~~Estimates~~America (“GAAP”) for interim financial information and in accordance with the instructions to Form 10-Q and Article 8 of Regulation S-X promulgated under the Securities Act. Certain information or footnote disclosures normally included in financial statements prepared in accordance with GAAP have been condensed or omitted, pursuant to the rules and regulations of the SEC for interim financial reporting. Accordingly, they do not include all the information and footnotes necessary for a complete presentation of financial position, results of operations, or cash flows. In the opinion of management, the accompanying unaudited condensed financial statements include all adjustments, consisting of a normal recurring nature, which are necessary for a fair presentation of the financial position, operating results and cash flows for the periods presented.

The accompanying ~~preparation~~unaudited of condensed financial statements inshould ~~conformity~~be ~~with~~read ~~GAAP~~in ~~requires~~conjunction with the Company’s ~~management~~Annual toReport ~~make~~on ~~estimates~~Form ~~and~~10-K/A as ~~assumptions~~filed ~~that~~with ~~affect~~ the ~~reported~~ ~~amounts~~SEC ofon ~~assets~~May ~~and~~25, ~~liabilities~~2021. ~~and~~The ~~disclosure~~interim ofresults ~~contingent~~for ~~assets~~the three and ~~liabilities~~six atmonths ~~the~~ended ~~date~~June 30, 2021 are not necessarily indicative of the ~~financial~~results ~~statements and~~to be expected for the ~~reported~~year ~~amounts~~ending ofDecember ~~revenues~~31, ~~and~~2021 ~~expenses~~or ~~during~~for ~~the~~any ~~reporting~~future periods.

~~Making estimates requires~~Emerging ~~management~~Growth to exercise significant judgment. It is at least reasonably possible that the estimate of the effect of a condition, situation or set of circumstances that existed at the date of the financial statements, which management considered in formulating its estimate, could change in the near term due to one or more future confirming events. Accordingly, the actual results could differ significantly from those estimates.Company

~~Cash~~The Company is an “emerging growth company,” as defined in Section 2(a) of the Securities Act, as modified by the Jumpstart Our Business Startups Act of 2012 (the “JOBS Act”), and ~~Cash~~it ~~Equivalents~~may take advantage of certain exemptions from various reporting requirements that are applicable to other public companies that are not emerging growth companies including, but not limited to, not being required to comply with the independent registered public accounting firm attestation requirements of Section 404 of the Sarbanes-Oxley Act, reduced disclosure obligations regarding executive compensation in its periodic reports and proxy statements, and exemptions from the requirements of holding a nonbinding advisory vote on executive compensation and stockholder approval of any golden parachute payments not previously approved.

~~The~~Further, Section ~~Company~~102(b)(1) ~~considers~~of ~~all short-term~~the ~~investments~~JOBS Act exempts emerging growth companies from being required to comply with annew ~~original~~or ~~maturity~~revised financial accounting standards until private companies (that is, those that have not had a Securities Act registration statement declared effective or do not have a class of ~~three~~securities ~~months~~registered under the Exchange Act) are required to comply with the new or ~~less~~revised ~~when~~financial ~~purchased~~accounting standards. The JOBS Act provides that a company can elect to beopt ~~cash~~out ~~equivalents~~of the extended transition period and comply with the requirements that apply to non-emerging growth companies but any such election to opt out is irrevocable. The Company ~~did~~has elected not ~~have~~to opt out of ~~any~~such ~~cash~~extended ~~equivalents~~transition asperiod ofwhich ~~March~~means ~~31,~~that ~~2021~~when a standard is issued or revised and ~~December~~it 31has different application dates for public or private companies, ~~2020~~the Company, as an emerging growth company, can adopt the new or revised standard at the time private companies adopt the new or revised standard. This may make comparison of the Company’s financial statement with another public company which is neither an emerging growth company nor an emerging growth company which has opted out of using the extended transition period difficult or impossible because of the potential differences in accounting standards used.

~~Marketable~~Use of ~~Securities Held in Trust Account~~Estimates

AtThe preparation ~~March~~of ~~31,~~condensed ~~2021~~financial statements in conformity with GAAP requires the Company’s management to make estimates and ~~December~~assumptions ~~31,~~that ~~2020,~~affect ~~substantially~~the ~~all~~reported amounts of ~~the~~assets and liabilities and disclosure of contingent assets ~~held~~and inliabilities at the ~~Trust~~date ~~Account~~of ~~were~~the ~~held~~financial statements inand ~~money~~the ~~market~~reported ~~funds~~amounts ~~which~~of ~~are~~revenues ~~invested~~and ~~primarily~~expenses induring ~~U.S. Treasury~~the ~~Securities~~reporting periods.

SOFTWARE ACQUISITION GROUP INC. II

NOTES TO CONDENSED FINANCIAL STATEMENTS

~~MARCH 31~~JUNE 30, 2021

(Unaudited)

~~Class~~Making estimates Arequires ~~Common~~management ~~Stock~~to ~~Subject~~exercise significant judgment. It is at least reasonably possible that the estimate of the effect of a condition, situation or set of circumstances that existed at the date of the financial statements, which management considered in formulating its estimate, could change in the near term due to ~~Possible~~one ~~Redemption~~or more future confirming events. Accordingly, the actual results could differ significantly from those estimates.

~~The Company accounts for~~Cash its shares of Class A common stock subject to possible redemption in accordance with the guidance in Accounting Standards Codification (“ASC”) Topic 480 “Distinguishing Liabilities from Equity.” Shares of Class A common stock subject to mandatory redemption is classified as a liability instrument and isCash measured at fair value. Conditionally redeemable common stock (including common stock that features redemption rights that is either within the control of the holder or subject to redemption upon the occurrence of uncertain events not solely within the Company’s control) is classified as temporary equity. At all other times, common stock is classified as stockholders’ equity. The Company’s Class A common stock features certain redemption rights that are considered to be outside of the Company’s control and subject to occurrence of uncertain future events. Accordingly, Class A common stock subject to possible redemption is presented at redemption value as temporary equity, outside of the stockholders’ equity section of the Company’s condensed balance sheets.Equivalents

~~Warrant~~The Company ~~Liability~~considers all short-term investments with an original maturity of three months or less when purchased to be cash equivalents. The Company did not have any cash equivalents as of June 30, 2021 and December 31, 2020.

~~The Company accounts~~Marketable ~~for~~Securities ~~warrants~~Held ~~as either equity-classified or liability-classified instruments based on an assessment of the warrant’s specific terms and applicable authoritative guidance~~ in ~~Financial~~Trust Accounting Standards Board (“FASB”) Accounting Standards Codification (“ASC”) 480, Distinguishing Liabilities from Equity (“ASC 480”) and ASC 815, Derivatives and Hedging (“ASC 815”). The assessment considers whether the warrants are freestanding financial instruments pursuant to ASC 480, meet the definition of a liability pursuant to ASC 480, and whether the warrants meet all of the requirements for equity classification under ASC 815, including whether the warrants are indexed to the Company’s own ordinary shares, among other conditions for equity classification. This assessment, which requires the use of professional judgment, is conducted at the time of warrant issuance and as of each subsequent quarterly period end date while the warrants are outstanding.Account

~~For issued or~~At ~~modified~~June ~~warrants~~30, ~~that~~2021 ~~meet~~and ~~all~~December of31, ~~the~~2020, ~~criteria~~substantially ~~for~~all ~~equity~~of ~~classification,~~ the ~~warrants~~assets ~~are~~held ~~required to be recorded as a component of additional paid-~~in ~~capital at~~ the ~~time~~Trust ofAccount ~~issuance.~~were ~~For~~held ~~issued~~in ormoney ~~modified~~market ~~warrants~~funds ~~that do not meet all the criteria for equity classification,~~which ~~the warrants~~ are ~~required~~invested toprimarily bein ~~recorded at their initial fair value on the date of issuance, and each balance sheet date thereafter~~U. ~~Changes~~S. inTreasury ~~the estimated fair value of the warrants are recognized as a non-cash gain or loss on the statements of operations (see Note 8)~~Securities.

~~Income~~Class A ~~Taxes~~Common Stock Subject to Possible Redemption

The Company ~~complies~~accounts for its shares of Class A common stock subject to possible redemption in accordance with the ~~accounting~~guidance ~~and~~in ~~reporting~~Accounting Standards ~~requirements~~Codification of (“ASC”) Topic ~~740,~~480 “~~Income~~Distinguishing ~~Taxes,”~~Liabilities ~~which~~from ~~requires~~Equity.” anShares ~~asset~~of ~~and~~Class ~~liability~~A ~~approach~~common stock subject to ~~financial~~mandatory ~~accounting~~redemption is classified as a liability instrument and ~~reporting~~is ~~for~~measured ~~income~~at ~~taxes~~fair value. ~~Deferred~~Conditionally ~~income~~redeemable ~~tax~~common stock ~~assets~~(including ~~and~~common ~~liabilities~~stock ~~are~~that ~~computed~~features ~~for~~redemption ~~differences~~rights ~~between~~ that is either within the ~~financial~~control ~~statement~~of ~~and~~the ~~tax~~holder ~~bases~~or subject to redemption upon the occurrence of ~~assets~~uncertain ~~and~~events ~~liabilities~~not ~~that~~solely ~~will~~within ~~result~~the inCompany’s ~~future~~control) ~~taxable~~is orclassified ~~deductible~~as ~~amounts,~~temporary ~~based~~equity. onAt ~~enacted~~all other ~~tax~~times, ~~laws~~common ~~and~~stock ~~rates~~is ~~applicable~~classified toas ~~the~~stockholders’ ~~periods~~equity. inThe ~~which~~Company’s ~~the~~Class ~~differences~~A common stock features certain redemption rights that are ~~expected~~considered to ~~affect~~be ~~taxable~~outside ~~income.~~of ~~Valuation~~the ~~allowances~~Company’s ~~are established,~~control ~~when~~and ~~necessary,~~subject to ~~reduce~~occurrence ~~deferred~~of ~~tax~~uncertain ~~assets~~future events. Accordingly, Class A common stock subject to possible redemption is presented at redemption value as temporary equity, outside of the ~~amount~~stockholders’ equity ~~expected~~section toof bethe ~~realized~~Company’s condensed balance sheets.

~~ASC Topic 740 prescribes~~Warrant a recognition threshold and a measurement attribute for the financial statement recognition and measurement of tax positions taken or expected to be taken in a tax return. For those benefits to be recognized, a tax position must be more likely than not to be sustained upon examination by taxing authorities. The Company recognizes accrued interest and penalties related to unrecognized tax benefits as income tax expense. There were no unrecognized tax benefits and no amounts accrued for interest and penalties as of March 31, 2021 and December 31, 2020. The Company is currently not aware of any issues under review that could result in significant payments, accruals or material deviation from its position. The Company is subject to income tax examinations by major taxing authorities since inception.Liabilities

~~On March 27, 2020, President~~The ~~Trump~~Company ~~signed~~accounts ~~the~~for ~~Coronavirus~~warrants ~~Aid,~~as ~~Relief,~~either ~~and~~equity-classified ~~Economic~~or ~~Security~~liability-classified ~~“CARES”~~instruments ~~Act~~based ~~into~~on ~~law.~~an ~~The~~assessment ~~CARES~~of ~~Act~~the ~~includes~~warrant’s specific ~~several~~terms ~~significant business~~and ~~tax~~applicable ~~provisions~~authoritative ~~that,~~guidance ~~among~~in ~~other~~Financial ~~things,~~Accounting ~~would~~Standards ~~eliminate~~Board ~~the~~(“FASB”) ~~taxable~~Accounting ~~income~~Standards Codification ~~limit~~(“ASC”) ~~for~~480, ~~certain~~Distinguishing ~~net~~Liabilities ~~operating~~from ~~losses~~Equity (“~~NOL~~ASC 480”) and ~~allow~~ASC ~~businesses~~815, Derivatives toand Hedging (“ASC ~~carry~~815”). ~~back~~The ~~NOLs~~assessment ~~arising~~considers inwhether ~~2018,~~the ~~2019~~warrants ~~and~~are ~~2020~~freestanding tofinancial ~~the~~instruments ~~five~~pursuant ~~prior~~to ASC ~~years~~480, ~~suspend~~meet the ~~excess~~definition ~~business~~of ~~loss~~a ~~rules, accelerate~~liability ~~refunds~~pursuant ofto ~~previously~~ASC ~~generated~~480, ~~corporate~~and ~~alternative~~whether ~~minimum~~the ~~tax~~warrants ~~credits,~~meet ~~generally~~all ~~loosen~~of the ~~business~~requirements ~~interest~~for ~~limitation~~equity classification under ~~IRC~~ASC ~~section~~815, ~~163(j)~~including ~~from~~whether ~~30 percent~~the warrants are indexed to ~~50 percent~~the Company’s own ordinary shares, among other ~~technical~~conditions ~~corrections~~for ~~included~~equity classification. inThis assessment, which requires the ~~Tax~~use ~~Cuts~~of ~~and~~professional ~~Jobs~~judgment, ~~Act tax~~is ~~provisions.~~conducted ~~The~~at ~~enactment~~the time of ~~the~~warrant ~~CARES~~issuance ~~Act~~and ~~did~~as of ~~not~~each ~~have~~subsequent aquarterly ~~material~~period ~~impact~~end ondate while the ~~Company’s~~warrants ~~income~~are ~~tax accounts~~outstanding.

~~Net~~For issued ~~Loss~~or ~~per~~modified ~~Common~~warrants ~~Share~~that meet all of the criteria for equity classification, the warrants are required to be recorded as a component of additional paid-in capital at the time of issuance. For issued or modified warrants that do not meet all the criteria for equity classification, the warrants are required to be recorded at their initial fair value on the date of issuance, and each balance sheet date thereafter. Changes in the estimated fair value of the warrants are recognized as a non-cash gain or loss on the statements of operations (see Note 8).

Net income (loss) per share is computed by dividing net income by the weighted-average number of shares of common stock outstanding during the period. The Company has not considered the effect of the warrants sold in the Public Offering and Private Placement to purchase an aggregate of 13,825,000 shares in the calculation of diluted loss per share, since the exercise of the warrants are contingent upon the occurrence of future events and the inclusion of such warrants would be anti-dilutive.9

~~The Company’s statement~~SOFTWARE ofACQUISITION ~~operations~~GROUP ~~includes a presentation of income (loss) per share for common shares subject to possible redemption in a manner similar to the two-class method of income (loss) per share~~INC. Net income per common share, basic and diluted, for Common stock subject to possible redemption is calculated by dividing the proportionate share of income or loss on marketable securities held by the Trust Account, net of applicable franchise and income taxes, by the weighted average number of Common stock subject to possible redemption outstanding since original issuance.II

~~Net loss per~~NOTES ~~share,~~TO ~~basic~~CONDENSED ~~and~~FINANCIAL diluted, for non-redeemable common stock is calculated by dividing the net loss, adjusted for income or loss on marketable securities attributable to Common stock subject to possible redemption, by the weighted average number of non-redeemable common stock outstanding for the period.STATEMENTS

8JUNE 30, 2021

~~SOFTWARE ACQUISITION GROUP INC. II~~(Unaudited)

~~NOTES TO CONDENSED FINANCIAL STATEMENTS~~Income Taxes

~~MARCH~~The Company 31complies with the accounting and reporting requirements of ASC Topic 740, ~~2021~~“Income Taxes,” which requires an asset and liability approach to financial accounting and reporting for income taxes. Deferred income tax assets and liabilities are computed for differences between the financial statement and tax bases of assets and liabilities that will result in future taxable or deductible amounts, based on enacted tax laws and rates applicable to the periods in which the differences are expected to affect taxable income. Valuation allowances are established, when necessary, to reduce deferred tax assets to the amount expected to be realized.

~~(Unaudited)~~ASC Topic 740 prescribes a recognition threshold and a measurement attribute for the financial statement recognition and measurement of tax positions taken or expected to be taken in a tax return. For those benefits to be recognized, a tax position must be more likely than not to be sustained upon examination by taxing authorities. The Company recognizes accrued interest and penalties related to unrecognized tax benefits as income tax expense. There were no unrecognized tax benefits and no amounts accrued for interest and penalties as of June 30, 2021 and December 31, 2020. The Company is currently not aware of any issues under review that could result in significant payments, accruals or material deviation from its position. The Company is subject to income tax examinations by major taxing authorities since inception.

~~Non-redeemable common stock~~Net ~~includes~~Loss ~~Founder~~per ~~Shares~~Common and non-redeemable shares of common stock as these shares do not have any redemption features. Non-redeemable common stock participates in the income or loss on marketable securities based on non-redeemable common stock shares’ proportionate interest.Share

~~The~~Net income ~~following~~(loss) ~~table~~per ~~reflects~~share is computed by dividing net income by the ~~calculation~~weighted-average number of shares of common stock outstanding during ~~basic~~the ~~and~~period. ~~diluted~~The ~~net~~Company ~~income~~has ~~(loss)~~not ~~per~~considered ~~common~~the ~~share~~effect (of the warrants sold in ~~dollars~~the Public Offering and Private Placement to purchase an aggregate of 13,825,000 ~~except~~shares in the calculation of diluted loss per share, ~~amounts):~~ since the exercise of the warrants are contingent upon the occurrence of future events and the inclusion of such warrants would be anti-dilutive.

	For the Three Months Ended March 31, 2021
Common stock subject to possible redemption
Numerator: Earnings allocable to Common stock subject to possible redemption
Interest earned on marketable securities held in Trust Account	$	2,105
Less: Income taxes and franchise fees		(2,105	)
Net loss allocable to shares subject to possible redemption	$	—
Denominator: Weighted Average Common stock subject to possible redemption
Basic and diluted weighted average shares outstanding		14,360,058
Basic and diluted net loss per share	$	0.00
Non-Redeemable Common Stock
Numerator: Net Loss minus Net Earnings
Net loss	$	(3,554,465	)
Net loss allocable to Common stock subject to possible redemption		—
Non-Redeemable Net Loss	$	(3,554,465	)
Denominator: Weighted Average Non-Redeemable Common Stock
Basic and diluted weighted average shares outstanding		7,202,442
Basic and diluted net loss per share	$	(0.49	)

The Company’s statements of operations include a presentation of income (loss) per share for common shares subject to possible redemption in a manner similar to the two-class method of income (loss) per share. Net income per common share, basic and diluted, for Common stock subject to possible redemption is calculated by dividing the proportionate share of income or loss on marketable securities held by the Trust Account, net of applicable franchise and income taxes, by the weighted average number of Common stock subject to possible redemption outstanding since original issuance.

~~Concentration~~Net loss per share, basic and diluted, for non-redeemable common stock is calculated by dividing the net loss, adjusted for income or loss on marketable securities attributable to Common stock subject to possible redemption, by the weighted average number of ~~Credit~~non-redeemable common ~~Risk~~stock outstanding for the period.

~~Financial~~Non-redeemable common ~~instruments~~stock ~~that potentially~~includes ~~subject~~Founder ~~the~~Shares ~~Company~~and tonon-redeemable ~~concentrations~~shares of ~~credit~~common ~~risk~~stock ~~consist~~as ofthese ashares ~~cash~~do ~~account~~not inhave aany ~~financial~~redemption ~~institution,~~features. ~~which,~~Non-redeemable common atstock ~~times, may~~participates ~~exceed~~in the ~~Federal~~income ~~Depository~~or ~~Insurance~~loss ~~Corporation~~on ~~coverage~~marketable ofsecurities ~~$250,000.~~based ~~The Company has not experienced losses~~ on ~~this~~non-redeemable ~~account~~common ~~and management~~stock ~~believes~~shares’ ~~the Company is not exposed to significant risks on such account~~proportionate interest.

~~Fair Value of Financial Instruments~~10

~~The fair value of the Company’s~~SOFTWARE ~~assets~~ACQUISITION ~~and~~GROUP liabilities, which qualify as financial instruments under ASC Topic 820, “Fair Value Measurement,” approximates the carrying amounts represented in the accompanying condensed balance sheets, primarily due to their short-term natureINC. II

~~Fair~~NOTES TO ~~Value~~CONDENSED ~~Measurements~~FINANCIAL STATEMENTS

~~Fair value is defined as~~JUNE ~~the price that would be received for sale of an asset or paid for transfer of a liability~~30, in an orderly transaction between market participants at the measurement date. GAAP establishes a three-tier fair value hierarchy, which prioritizes the inputs used in measuring fair value. The hierarchy gives the highest priority to unadjusted quoted prices in active markets for identical assets or liabilities (Level 1 measurements) and the lowest priority to unobservable inputs (Level 3 measurements). These tiers include:2021

~~● Level 1, defined as observable inputs such as quoted prices~~ (~~unadjusted~~Unaudited) ~~for identical instruments in active markets;~~

●The following ~~Level~~table 2,reflects ~~defined~~the ascalculation ~~inputs~~of ~~other~~basic ~~than~~and ~~quoted~~diluted ~~prices~~net inincome ~~active~~(loss) ~~markets~~per ~~that~~common ~~are~~share ~~either directly or indirectly observable such as quoted prices for similar instruments~~ (in ~~active~~dollars, ~~markets~~except orper ~~quoted~~share ~~prices for identical or similar instruments in markets that are not active; and~~amounts):

● Level 3, defined as unobservable inputs in which little or no market data exists, therefore requiring an entity to develop its own assumptions, such as valuations derived from valuation techniques in which one or more significant inputs or significant value drivers are unobservable.

	Three Months Ended June 30,			Six Months Ended June 30,			For the Period From June 24, 2020 (inception) through June 30,
	2021			2021			2020
Common stock subject to possible redemption
Numerator: Earnings allocable to Common stock subject to possible redemption
Interest earned on marketable securities held in Trust Account	$	2,622		$	5,215		$	—
Less: Income taxes and franchise fees available to be withdrawn from the Trust Account		(2,622	)		(5,215	)		—
Net loss allocable to shares subject to possible redemption	$	—		$	—		$	—
Denominator: Weighted Average Common stock subject to possible redemption
Basic and diluted weighted average shares outstanding		13,873,441			14,181,124			—
Basic and diluted net loss per share	$	—		$	—		$	—

Non-Redeemable Common Stock
Numerator: Net Loss minus Net Earnings
Net loss	$	(1,305,091	)	$	(4,859,556	)	$	(761	)
Net loss allocable to Common stock subject to possible redemption		—			—			—
Non-Redeemable Net Loss	$	(1,305,091	)	$	(4,859,556	)	$	(761	)
Denominator: Weighted Average Non-Redeemable Common Stock
Basic and diluted weighted average shares outstanding		7,689,059			7,381,376			3,750,000
Basic and diluted net loss per share	$	(0.17	)	$	(0.66	)	$	—

9Concentration of Credit Risk

~~SOFTWARE~~Financial instruments ~~ACQUISITION~~that ~~GROUP~~potentially ~~INC~~subject the Company to concentrations of credit risk consist of a cash account in a financial institution, which, at times, may exceed the Federal Depository Insurance Corporation coverage of $250,000. IIThe Company has not experienced losses on this account and management believes the Company is not exposed to significant risks on such account.

~~NOTES~~Fair Value TOof ~~CONDENSED~~Financial ~~FINANCIAL STATEMENTS~~Instruments

~~MARCH~~The fair 31value of the Company’s assets and liabilities, ~~2021~~which qualify as financial instruments under ASC Topic 820, “Fair Value Measurement,” approximates the carrying amounts represented in the accompanying condensed balance sheets, primarily due to their short-term nature.

~~(Unaudited)~~11

~~In some circumstances, the~~SOFTWARE ~~inputs~~ACQUISITION ~~used~~GROUP ~~to measure fair value might be categorized within different levels of the fair value hierarchy~~INC. ~~In those instances, the fair value measurement is categorized in its entirety in the fair value hierarchy based on the lowest level input that is significant to the fair value measurement.~~II

~~The following table presents~~NOTES ~~information~~TO ~~about~~CONDENSED ~~the~~FINANCIAL Company’s assets and liabilities that are measured at fair value on a recurring basis at March 31, 2021 and December 31, 2020, and indicates the fair value hierarchy of the valuation inputs the Company utilized to determine such fair value:STATEMENTS

Description	Level	March 31, 2021		December 31, 2020
Assets:
Marketable securities held in Trust Account	1		172,505,595	$	172,503,002
Liabilities:
Warrant Liability – Public Warrants	1		13,455,000		11,643,750
Warrant Liability – Private Placement	3		8,476,000		7,176,000

JUNE 30, 2021

~~At March 31, 2021, there were 8,625,000 Public Warrants outstanding and 5,200,000 Private Warrants outstanding.~~(Unaudited)

~~The Warrants were accounted~~Fair ~~for~~Value as liabilities in accordance with ASC 815-40 and are presented within warrant liabilities on our balance sheet. The warrant liabilities are measured at fair value at inception and on a recurring basis, with changes in fair value presented within change in fair value of warrant liabilities in the statement of operations.Measurements

~~The Private Warrants were~~Fair ~~valued~~value ~~using~~is adefined ~~Modified~~as ~~Black~~the ~~Scholes~~price ~~Option~~that ~~Pricing~~would ~~Model, which is considered to~~ be areceived ~~Level~~for 3sale ~~fair~~of ~~value~~an ~~measurement.~~asset ~~The~~or ~~Modified~~paid ~~Black Scholes~~for ~~model’s~~transfer ~~primary~~of ~~unobservable~~a ~~input~~liability, ~~utilized~~ in ~~determining~~an ~~the~~orderly ~~fair value of the Private Warrants is the expected volatility~~transaction ofbetween ~~the~~market ~~common~~participants ~~stock.~~at ~~The expected volatility as of~~ the ~~IPO~~measurement date. ~~was~~GAAP ~~derived~~establishes ~~from~~a ~~observable~~three-tier ~~public~~fair ~~warrant~~value ~~pricing~~hierarchy, onwhich ~~comparable~~prioritizes ~~‘blank-check’~~the inputs ~~companies~~used ~~without~~in anmeasuring ~~identified~~fair ~~target~~value. The ~~expected~~hierarchy ~~volatility~~gives asthe ofhighest ~~subsequent~~priority ~~valuation~~to ~~dates~~unadjusted ~~will~~quoted beprices ~~implied~~in ~~from~~active ~~the~~markets ~~Company’s own~~for ~~public~~identical ~~warrant~~assets or ~~pricing.~~liabilities ~~The~~(Level ~~Public~~1 ~~Warrants~~measurements) ~~were~~and ~~valued~~the ~~based~~lowest ~~upon~~priority ~~the~~to ~~closing~~unobservable ~~quoted~~inputs ~~price~~(Level as3 ofmeasurements). ~~March~~These ~~31,~~tiers ~~2021.~~include:

~~The~~● ~~following~~Level ~~table~~1, ~~presents the~~defined ~~changes~~as inobservable ~~the~~inputs ~~fair~~such ~~value~~as ofquoted ~~warrant~~prices ~~liabilities:~~(unadjusted) for identical instruments in active markets;

	Private Placement		Public		Warrant Liabilities
Fair value as of December 31, 2020	$	7,176,000	$	11,643,750	$	18,819,750
Change in valuation inputs or other assumptions		1,300,000		1,811,250		3,111,250
Fair value as of March 31, 2021	$	8,476,000	$	13,455,000		21,931,000

●

Level 2, defined as inputs other than quoted prices in active markets that are either directly or indirectly observable such as quoted prices for similar instruments in active markets or quoted prices for identical or similar instruments in markets that are not active; and

~~Derivative~~● ~~Financial~~Level ~~Instruments~~3, defined as unobservable inputs in which little or no market data exists, therefore requiring an entity to develop its own assumptions, such as valuations derived from valuation techniques in which one or more significant inputs or significant value drivers are unobservable.

~~The Company evaluates its~~In ~~financial~~some ~~instruments to determine if such instruments are derivatives or contain features that qualify as embedded derivatives in accordance with ASC Topic 815~~circumstances, ~~“Derivatives and Hedging”. For derivative financial instruments that are accounted for as liabilities,~~ the ~~derivative~~inputs ~~instrument~~used isto ~~initially~~measure ~~recorded at its~~ fair value onmight ~~the~~be ~~grant~~categorized ~~date~~within ~~and~~different islevels ~~then~~of ~~re-valued at each reporting date, with changes in~~ the fair value ~~reported in the statements of operations~~hierarchy. ~~The classification of derivative instruments, including whether such~~In ~~instruments~~those ~~should be recorded as liabilities or as equity~~instances, ~~is evaluated at~~ the ~~end~~fair ofvalue ~~each~~measurement ~~reporting~~is ~~period.~~categorized ~~Derivative~~in ~~liabilities~~its ~~are classified~~entirety in the ~~balance~~fair ~~sheet~~value ashierarchy ~~current or non-current~~ based on ~~whether~~the orlowest ~~not~~level ~~net-cash settlement or conversion of the instrument~~input ~~could~~that beis ~~required~~significant ~~within~~to ~~12 months of~~ the ~~balance~~fair ~~sheet~~value ~~date~~measurement.

~~Recent~~The following ~~Accounting~~table ~~Standards~~presents information about the Company’s assets and liabilities that are measured at fair value on a recurring basis at June 30, 2021 and December 31, 2020, and indicates the fair value hierarchy of the valuation inputs the Company utilized to determine such fair value:

Management does not believe that any recently issued, but not yet effective, accounting standards, if currently adopted, would have a material effect on the Company’s condensed financial statements.

Description	Level	June 30, 2021		December 31, 2020
Assets:
Marketable securities held in Trust Account	1	$	172,508,217	$	172,503,002

Liabilities:
Warrant Liability – Public Warrants	1		14,058,750		11,643,750
Warrant Liability – Private Placement	3		8,788,000		7,176,000

10At June 30, 2021, there were 8,625,000 Public Warrants outstanding and 5,200,000 Private Warrants outstanding.

~~SOFTWARE~~The Warrants ~~ACQUISITION~~were ~~GROUP~~accounted ~~INC~~for as liabilities in accordance with ASC 815-40 and are presented within warrant liabilities on our balance sheet. IIThe warrant liabilities are measured at fair value at inception and on a recurring basis, with changes in fair value presented within change in fair value of warrant liabilities in the statements of operations.

~~NOTES~~Transfers to/from TOLevels ~~CONDENSED~~1, ~~FINANCIAL~~2 ~~STATEMENTS~~and 3 are recognized at the beginning of the reporting period. During the three and six months ended June 30, 2021 there were no transfers to/from Levels 1,2, and 3.

~~MARCH~~The Private 31Warrants were valued using a Modified Black Scholes Option Pricing Model, which is considered to be a Level 3 fair value measurement. The Modified Black Scholes model’s primary unobservable input utilized in determining the fair value of the Private Warrants is the expected volatility of the common stock. The expected volatility as of the IPO date was derived from observable public warrant pricing on comparable ‘blank-check’ companies without an identified target. The expected volatility as of subsequent valuation dates will be implied from the Company’s own public warrant pricing. The Public Warrants were valued based upon the closing quoted price as of June 30, 2021.

~~(Unaudited)~~12

~~NOTE~~SOFTWARE ACQUISITION 3GROUP INC. ~~PUBLIC OFFERING~~II

~~Pursuant to the Initial Public~~NOTES ~~Offering,~~TO ~~the~~CONDENSED ~~Company~~FINANCIAL sold 15,000,000 Units, at a purchase price of $10.00 per Unit. Each Unit consists of one share of Class A common stock and one-half of one redeemable warrant (“Public Warrant”). On September 24, 2020, in connection with the underwriters’ exercise of the over-allotment option in full, the Company sold an additional 2,250,000 Units at a price of $10.00 per Unit. Each whole Public Warrant entitles the holder to purchase one share of Class A common stock at a price of $11.50 per share, subject to adjustment (see Note 7).STATEMENTS

~~NOTE~~JUNE 30, ~~4. PRIVATE PLACEMENT~~2021

Simultaneously with the closing of the Initial Public Offering, the Sponsor purchased an aggregate of 4,750,000 Private Placement Warrants at a price of $1.00 per Private Placement Warrant, or $4,750,000 in the aggregate. On September 24, 2020, in connection with the underwriters’ exercise of the over-allotment option in full, the Company sold an additional 450,000 Private Placement Warrants at a price of $1.00 per Private Placement Warrant or $450,000. Each Private Placement Warrant is exercisable to purchase one share of Class A common stock at a price of $11.50 per share. The proceeds from the sale of the Private Placement Warrants were added to the net proceeds from the Initial Public Offering held in the Trust Account. If the Company does not complete a Business Combination within the Combination Period, the proceeds from the sale of the Private Placement Warrants will be used to fund the redemption of the Public Shares (~~subject to the requirements of applicable law~~Unaudited) ~~and the Private Placement Warrants will expire worthless.~~

~~NOTE~~The following 5.table ~~RELATED~~presents ~~PARTY~~the ~~TRANSACTIONS~~changes in the fair value of warrant liabilities:

Founder Shares

	Private Placement		Public		Warrant Liabilities
Fair value as of December 31, 2020	$	7,176,000	$	11,643,750	$	18,819,750
Change in valuation inputs or other assumptions		1,612,000		2,415,000		4,027,000
Fair value as of June 30, 2021	$	8,788,000	$	14,058,750		22,846,750

~~On June 16, 2020, the Company~~Derivative ~~issued~~Financial an aggregate of 4,312,500 shares of Class B common stock (the “Founder Shares”) to the Sponsor for an aggregate purchase price of $25,000. The Founder Shares include an aggregate of up to 562,500 shares subject to forfeiture by the Sponsor to the extent that the underwriter’s over-allotment is not exercised in full or in part, so that the Sponsor will collectively own, on an as-converted basis, 20% of the Company’s issued and outstanding shares after the Initial Public Offering (assuming the Sponsor does not purchase any Public Shares in the Initial Public Offering). As a result of the underwriters’ election to fully exercise their over-allotment option on September 24, 2020, there are 562,500 Founder Shares no longer subject to forfeiture.Instruments

The Company ~~Sponsor~~evaluates ~~has~~its ~~agreed~~financial ~~not~~ instruments to ~~transfer,~~determine ~~assign~~if such instruments are derivatives or ~~sell~~contain ~~any~~features ofthat ~~its~~qualify ~~Founder~~as ~~Shares~~embedded derivatives ~~until~~in ~~the~~accordance ~~earlier~~with toASC ~~occur~~Topic ~~of:~~815, ~~(A)~~“Derivatives ~~one~~and ~~year~~Hedging”. ~~after~~For ~~the~~derivative ~~completion~~financial ofinstruments athat ~~Business~~are ~~Combination~~accounted orfor ~~(B)~~as liabilities, the ~~date~~derivative oninstrument ~~which~~is ~~the~~initially ~~Company~~recorded ~~completes~~at aits ~~liquidation,~~fair ~~merger,~~value ~~capital~~on ~~stock~~the ~~exchange~~grant ordate ~~similar~~and ~~transaction~~is ~~that~~then ~~results~~re-valued inat ~~the~~each ~~Company’s~~reporting ~~stockholders~~date, ~~having~~with ~~the~~changes ~~right~~in tothe ~~exchange~~fair ~~their~~value ~~shares~~reported ofin ~~common~~the ~~stock~~statements ~~for~~of ~~cash,~~operations. ~~securities~~The orclassification ~~other~~of ~~property.~~derivative ~~Notwithstanding~~instruments, ~~the~~including ~~foregoing,~~whether ifsuch ~~the~~instruments ~~last~~should ~~sale~~be ~~price~~recorded ofas ~~the~~liabilities ~~Company’s~~or ~~Class~~as Aequity, ~~common~~is ~~stock~~evaluated ~~equals~~at orthe ~~exceeds~~end ~~$12.00~~of ~~per~~each ~~share~~reporting ~~(as adjusted for~~period. ~~stock~~Derivative ~~splits,~~liabilities ~~stock~~are ~~dividends,~~classified ~~reorganizations,~~in ~~recapitalizations and~~ the ~~like)~~balance ~~for~~sheet ~~any~~as 20current ~~trading~~or ~~days~~non-current ~~within~~based ~~any~~on ~~30-trading~~whether ~~day~~or ~~period commencing~~not atnet-cash ~~least~~settlement ~~150~~or ~~days~~conversion of ~~after~~ the ~~Business~~instrument ~~Combination,~~could ~~the~~be ~~Founder~~required ~~Shares~~within ~~will~~12 bemonths ~~released~~of ~~from~~ the ~~lock-up~~balance sheet date.

~~Promissory~~Recent Accounting ~~Note — Related Party~~Standards

OnIn August ~~June 16,~~ 2020, the ~~Sponsor agreed~~FASB toissued ~~loan~~ASU ~~the~~No. ~~Company~~2020-06, “Debt—Debt anwith ~~aggregate~~Conversion ofand upOther toOptions ~~$300,000~~(Subtopic to470-20) ~~cover~~and ~~expenses~~Derivatives and ~~related~~Hedging—Contracts toin ~~the~~Entity’s ~~Initial~~Own ~~Public~~Equity ~~Offering~~(Subtopic ~~pursuant~~815-40): toAccounting afor ~~promissory~~Convertible Instruments and Contracts in an ~~note~~Entity’s ~~(the~~Own Equity” (“~~Note~~ASU 2020-06”)., ~~The~~which ~~Note~~simplifies isaccounting ~~non~~for convertible instruments by removing major separation models required under current GAAP. ASU 2020-~~interest~~06 ~~bearing~~removes ~~and~~certain issettlement ~~payable~~conditions onthat ~~the~~are ~~earlier~~required offor ~~March~~equity ~~31,~~contracts to ~~2021~~qualify orfor the ~~completion~~derivative ofscope exception and it also simplifies the ~~Initial~~ ~~Public~~diluted ~~Offering.~~earnings Asper ofshare ~~September~~calculation ~~17,~~in certain areas. ASU 2020,-06 ~~there~~is ~~was~~effective ~~$161,337~~for ~~outstanding~~fiscal ~~under~~years ~~the~~beginning ~~Promissory~~after ~~Note~~December 15, ~~which~~2023, ~~was~~including ~~subsequently~~interim ~~repaid on~~periods ~~September~~within 22those fiscal years, ~~2020~~with early adoption permitted.

~~Administrative~~Management does ~~Support~~not ~~Agreement~~believe that any other recently issued, but not yet effective, accounting standards, if currently adopted, would have a material effect on the Company’s condensed financial statements.

~~The Company entered into~~NOTE an agreement, commencing on September 14, 2020 through the earlier of the Company’s consummation of a Business Combination and its liquidation, to pay the Sponsor a total of $10,000 per month for office space, utilities and secretarial and administrative support3. ~~For the~~PUBLIC three months ended March 31, 2021, the Company incurred $30,000 in fees for these services, of which such amount is included in accounts payable and accrued expenses in the accompanying condensed balance sheets.OFFERING

~~Related~~Pursuant to ~~Party~~the ~~Loans~~Initial Public Offering, the Company sold 15,000,000 Units, at a purchase price of $10.00 per Unit. Each Unit consists of one share of Class A common stock and one-half of one redeemable warrant (“Public Warrant”). On September 24, 2020, in connection with the underwriters’ exercise of the over-allotment option in full, the Company sold an additional 2,250,000 Units at a price of $10.00 per Unit. Each whole Public Warrant entitles the holder to purchase one share of Class A common stock at a price of $11.50 per share, subject to adjustment (see Note 7).

~~In order to finance~~NOTE transaction costs in connection with a Business Combination, the Company’s Sponsor, an affiliate of the Sponsor, or the Company’s officers and directors may, but are not obligated to, loan the Company funds as may be required (the “Working Capital Loans”)4. ~~Such~~ ~~Working~~PRIVATE Capital Loans would be evidenced by promissory notes. The notes would either be repaid upon consummation of a Business Combination, without interest, or, at the lender’s discretion, up to $1,500,000 of notes may be converted upon consummation of a Business Combination into warrants at a price of $1.00 per warrant. The warrants will be identical to the Private Placement Warrants. In the event that a Business Combination does not close, the Company may use a portion of proceeds held outside the Trust Account to repay the Working Capital Loans but no proceeds held in the Trust Account would be used to repay the Working Capital Loans.PLACEMENT

Simultaneously with the closing of the Initial Public Offering, the Sponsor purchased an aggregate of 4,750,000 Private Placement Warrants at a price of $1.00 per Private Placement Warrant, or $4,750,000 in the aggregate. On September 24, 2020, in connection with the underwriters’ exercise of the over-allotment option in full, the Company sold an additional 450,000 Private Placement Warrants at a price of $1.00 per Private Placement Warrant or $450,000. Each Private Placement Warrant is exercisable to purchase one share of Class A common stock at a price of $11.50 per share. The proceeds from the sale of the Private Placement Warrants were added to the net proceeds from the Initial Public Offering held in the Trust Account. If the Company does not complete a Business Combination within the Combination Period, the proceeds from the sale of the Private Placement Warrants will be used to fund the redemption of the Public Shares (subject to the requirements of applicable law) and the Private Placement Warrants will expire worthless.

~~SOFTWARE ACQUISITION GROUP INC. II~~13

~~NOTES~~SOFTWARE ACQUISITION TOGROUP ~~CONDENSED~~INC. ~~FINANCIAL STATEMENTS~~II

~~MARCH~~NOTES TO ~~31,~~CONDENSED ~~2021~~FINANCIAL STATEMENTS

~~(Unaudited)~~JUNE 30, 2021

~~NOTE 6. COMMITMENTS~~(Unaudited)

~~Registration~~NOTE 5. ~~Rights~~RELATED PARTY TRANSACTIONS

~~Pursuant to a registration rights agreement entered into on September 14, 2020, the holders of the~~ Founder ~~Shares, Private Placement Warrants and any warrants that~~ may be issued upon conversion of the Working Capital Loans (and any shares of Class A common stock issuable upon the exercise of the Private Placement Warrants and warrants that may be issued upon conversion of Working Capital Loans and upon conversion of the Founder Shares) will be entitled to registration rights, requiring the Company to register such securities for resale (in the case of the Founder Shares, only after conversion to our Class A common stock). The holders of the majority of these securities are entitled to make up to three demands, excluding short form demands, that the Company register such securities. In addition, the holders have certain “piggy-back” registration rights with respect to registration statements filed subsequent to the consummation of a Business Combination and rights to require the Company to register for resale such securities pursuant to Rule 415 under the Securities Act. The Company will bear the expenses incurred in connection with the filing of any such registration statements.

~~Underwriting~~On June ~~Agreement~~16, 2020, the Company issued an aggregate of 4,312,500 shares of Class B common stock (the “Founder Shares”) to the Sponsor for an aggregate purchase price of $25,000. The Founder Shares include an aggregate of up to 562,500 shares subject to forfeiture by the Sponsor to the extent that the underwriter’s over-allotment is not exercised in full or in part, so that the Sponsor will collectively own, on an as-converted basis, 20% of the Company’s issued and outstanding shares after the Initial Public Offering (assuming the Sponsor does not purchase any Public Shares in the Initial Public Offering). As a result of the underwriters’ election to fully exercise their over-allotment option on September 24, 2020, there are 562,500 Founder Shares no longer subject to forfeiture.

The Sponsor ~~underwriters~~has ~~are~~agreed ~~entitled~~ not to atransfer, ~~deferred~~assign ~~fee~~or ofsell ~~$6,037,500.~~any ~~The~~of ~~deferred~~its ~~fee~~Founder ~~will~~Shares ~~become~~until ~~payable~~the earlier to occur of: (A) one year after the ~~underwriter~~completion of ~~from~~a Business Combination or (B) the ~~amounts~~date ~~held~~on inwhich the ~~Trust~~Company ~~Account~~completes ~~solely~~a liquidation, merger, capital stock exchange or similar transaction that results in the ~~event~~Company’s ~~that~~stockholders having the ~~Company~~right ~~completes~~to aexchange ~~Business~~their ~~Combination~~shares of common stock for cash, ~~subject~~securities toor other property. Notwithstanding the ~~terms~~foregoing, if the last sale price of the ~~underwriting~~Company’s ~~agreement~~Class A common stock equals or exceeds $12.00 per share (as adjusted for stock splits, stock dividends, reorganizations, recapitalizations and the like) for any 20 trading days within any 30-trading day period commencing at least 150 days after the Business Combination, the Founder Shares will be released from the lock-up.

~~Business~~Promissory Note ~~Combination~~— ~~Agreement~~Related Party

On June ~~January 31~~16, ~~2021~~2020, the Sponsor agreed to loan the Company ~~entered~~an ~~into~~aggregate aof ~~business~~up ~~combination~~to ~~agreement~~$300,000 (to cover expenses related to the ~~“Business~~Initial ~~Combination~~Public Offering ~~Agreement~~pursuant to a promissory note (the “Note”). ~~with~~The ~~Otonomo~~Note is non-interest bearing and ~~Butterbur~~is payable on the earlier of March ~~Merger~~31, ~~Sub~~2021 ~~Inc~~or the completion of the Initial Public Offering. As of September 17, a2020, ~~Delaware~~there ~~corporation~~was ~~and~~$161,337 ~~wholly~~outstanding ~~owned~~under ~~subsidiary~~the ofPromissory Note, ~~Otonomo~~which ~~(“Merger~~was ~~Sub”)~~subsequently repaid on September 22, 2020. Borrowings under the Promissory Note are no longer available.

~~Pursuant to the Business~~Administrative ~~Combination~~Support Agreement, Merger Sub will merge with and into the Company, with the Company surviving the merger (the “Business Combination”). As a result of the Business Combination, and upon consummation of the Business Combination and the other transactions contemplated by the Business Combination Agreement (the “Transactions”) the Company will become a wholly owned subsidiary of Otonomo, with the securityholders of the Company becoming securityholders of Otonomo.

The ~~following securities~~ ~~issuances~~Company ~~will~~entered beinto ~~made~~an byagreement, ~~Otonomo~~commencing toon ~~the~~September ~~Company~~14, ~~securityholders~~2020 atthrough the ~~Effective~~earlier ~~Time~~of ~~and in each case assume~~ the ~~Stock~~Company’s ~~Split~~consummation ~~(as~~of ~~defined in~~a ~~the~~ Business Combination ~~Agreement)~~and ~~has~~its ~~occurred:~~liquidation, ~~(i) each~~to ~~share~~pay ~~of Class A common stock of~~ the ~~Company~~Sponsor ~~and~~a ~~each~~total ~~share~~ of ~~Class B~~ ~~common~~$10,000 ~~stock~~per ofmonth ~~the Company will be exchanged~~ for ~~one~~office ~~Otonomo~~space, ~~Ordinary~~utilities ~~Share~~ and ~~(ii) each~~secretarial ~~outstanding~~and ~~warrant~~administrative support. ofFor the ~~Company~~ ~~will~~three ~~be assumed by Otonomo~~ and ~~will~~six ~~become~~months aended ~~warrant~~June of30, ~~Otonomo~~2021, ~~(“Otonomo Warrant”) (with~~ the ~~number~~Company ofincurred ~~Otonomo Ordinary~~$30,000 ~~Shares~~and ~~underlying~~$60,000 ~~Otonomo~~in ~~Warrant~~fees ~~and~~for ~~the~~these ~~exercise~~services, ~~price~~ of ~~such~~which $60,000 ~~Otonomo~~is ~~Warrants~~included ~~subject~~in toaccounts ~~adjustment~~payable inand ~~accordance~~accrued ~~with~~expenses ~~the terms~~in of the ~~Business~~accompanying ~~Combination~~condensed ~~Agreement)~~balance sheets.

~~The Transactions will be~~Related ~~consummated~~Party ~~subject to the deliverables and provisions as further described in the Business Combination Agreement.~~Loans

~~NOTE~~In order 7to finance transaction costs in connection with a Business Combination, the Company’s Sponsor, an affiliate of the Sponsor, or the Company’s officers and directors may, but are not obligated to, loan the Company funds as may be required (the “Working Capital Loans”). ~~STOCKHOLDERS~~Such Working Capital Loans would be evidenced by promissory notes. The notes would either be repaid upon consummation of a Business Combination, without interest, or, at the lender’s ~~EQUITY~~discretion, up to $1,500,000 of notes may be converted upon consummation of a Business Combination into warrants at a price of $1.00 per warrant. The warrants will be identical to the Private Placement Warrants. In the event that a Business Combination does not close, the Company may use a portion of proceeds held outside the Trust Account to repay the Working Capital Loans but no proceeds held in the Trust Account would be used to repay the Working Capital Loans.

Preferred Stock— The Company is authorized to issue 1,000,000 shares of $0.0001 par value preferred stock. At March 31, 2021 and December 31, 2020, there were no preferred shares issued or outstanding.14

~~Class A Common~~SOFTWARE ~~Stock—~~ACQUISITION ~~The~~GROUP ~~Company is authorized to issue up to 100,000,000 shares of Class A, $0~~INC.~~0001~~ par value common stock. Holders of the Company’s common stock are entitled to one vote for each share. At March 31, 2021 and December 31, 2020, there were 2,889,942 and 3,245,843 shares of Class A common stock issued and outstanding, excluding 14,004,157 and 14,360,058 shares of Class A common stock subject to possible redemption, respectively.II

~~Class B Common~~NOTES ~~Stock—~~TO ~~The~~CONDENSED ~~Company~~FINANCIAL is authorized to issue up to 10,000,000 shares of Class B, $0.0001 par value common stock. Holders of the Company’s common stock are entitled to one vote for each share. At March 31, 2021 and December 31, 2020, there were 4,312,500 Class B common stock issued and outstanding.STATEMENTS

12JUNE 30, 2021

~~SOFTWARE ACQUISITION GROUP INC. II~~(Unaudited)

~~NOTES~~NOTE 6. ~~TO CONDENSED FINANCIAL STATEMENTS~~COMMITMENTS

~~MARCH 31, 2021~~Registration Rights

Pursuant to a registration rights agreement entered into on September 14, 2020, the holders of the Founder Shares, Private Placement Warrants and any warrants that may be issued upon conversion of the Working Capital Loans (~~Unaudited~~and any shares of Class A common stock issuable upon the exercise of the Private Placement Warrants and warrants that may be issued upon conversion of Working Capital Loans and upon conversion of the Founder Shares) will be entitled to registration rights, requiring the Company to register such securities for resale (in the case of the Founder Shares, only after conversion to our Class A common stock). The holders of the majority of these securities are entitled to make up to three demands, excluding short form demands, that the Company register such securities. In addition, the holders have certain “piggy-back” registration rights with respect to registration statements filed subsequent to the consummation of a Business Combination and rights to require the Company to register for resale such securities pursuant to Rule 415 under the Securities Act. The Company will bear the expenses incurred in connection with the filing of any such registration statements.

~~The shares of Class~~Underwriting B common stock will automatically convert into shares of Class A common stock at the time of the Business Combination on a one-for-one basis, subject to adjustment for stock splits, stock dividends, reorganizations, recapitalizations and the like. 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 Initial Public Offering and related to the closing of a 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 the completion of the Initial Public Offering plus all shares of Class A common stock and equity linked securities issued or deemed issued in connection with a Business Combination (excluding any shares or equity linked securities issued, or to be issued, to any seller in a Business Combination, and any private placement-equivalent warrants issued to the Sponsor or its affiliates upon conversion of loans made to the Company). Holders of Founder Shares may also elect to convert their shares of Class B common stock into an equal number of shares of Class A common stock, subject to adjustment as provided above, at any time.Agreement

The underwriters ~~Company~~are ~~may~~entitled ~~issue~~to ~~additional common~~a ~~stock~~deferred orfee ~~preferred~~of ~~stock~~$6,037,500. The deferred fee will become payable to ~~complete~~the ~~its~~underwriter ~~Business~~from ~~Combination~~the oramounts ~~under~~held in anthe ~~employee~~Trust ~~incentive~~Account ~~plan~~solely ~~after~~in ~~completion~~the ofevent ~~its~~that the Company completes a Business Combination, subject to the terms of the underwriting agreement.

~~NOTE~~Business Combination ~~8. WARRANTS~~Agreement

~~Warrants —~~On ~~Public~~January 31, ~~Warrants~~2021, ~~may~~the ~~only~~Company beentered ~~exercised~~into ~~for~~ a ~~whole~~business ~~number~~combination ofagreement ~~shares. No fractional shares will be issued upon exercise of the Public Warrants. The Public Warrants will become exercisable on the later of~~ (~~a) 30 days after~~ the ~~consummation of a~~ “Business Combination ~~or (b~~Agreement”) 12with ~~months~~Otonomo ~~from~~and ~~the~~Butterbur ~~closing~~Merger ofSub ~~the Initial Public Offering~~Inc., ~~The~~a ~~Public~~Delaware ~~Warrants~~corporation ~~will~~and ~~expire~~wholly ~~five~~owned ~~years~~subsidiary ~~from the consummation~~ of aOtonomo ~~Business Combination~~(“Merger ~~or earlier upon redemption or liquidation~~Sub”).

~~The Company will not be obligated~~Pursuant to ~~deliver any Class A common stock pursuant to~~ the ~~exercise~~Business ofCombination aAgreement, ~~Public~~Merger ~~Warrant~~Sub ~~and~~ will ~~have~~merge nowith ~~obligation~~and tointo ~~settle~~the ~~such~~Company, ~~Public~~with ~~Warrant exercise~~the ~~unless~~Company asurviving ~~registration~~the ~~statement~~merger ~~under~~ (the ~~Securities~~“Business Combination”). ~~Act~~As ~~covering~~a ~~the~~result ~~issuance~~ of the ~~Class~~Business ACombination, ~~common~~and ~~stock issuable~~ upon ~~exercise~~ consummation of the ~~Public~~Business ~~Warrants~~Combination ~~is then effective~~ and ~~a prospectus relating thereto is current, subject to~~ the ~~Company~~other ~~satisfying its obligations~~transactions ~~with~~contemplated ~~respect~~by tothe ~~registration.~~Business NoCombination ~~Public~~Agreement ~~Warrant~~(the ~~will~~“Transactions”) ~~be exercisable for cash or on a cashless basis, and~~ the Company will ~~not~~become bea ~~obligated to~~wholly ~~issue~~owned ~~any~~subsidiary of ~~shares to holders seeking to exercise their Public Warrants~~Otonomo, ~~unless~~with the ~~issuance~~securityholders of the ~~shares~~Company ~~upon~~becoming ~~such~~securityholders ~~exercise is registered or qualified under the securities laws~~ of ~~the state of the exercising holder, or an exemption from registration is available~~Otonomo.

The ~~Company has agreed that~~ asfollowing ~~soon~~securities asissuances ~~practicable,~~will ~~but~~be inmade noby ~~event~~Otonomo ~~later~~to ~~than~~the 15Company ~~business~~securityholders ~~days,~~at ~~after~~ the ~~closing~~Effective ofTime aand ~~Business~~in ~~Combination,~~each itcase ~~will~~assume ~~use its best~~the ~~efforts~~Stock toSplit ~~file~~(as ~~with~~defined in the ~~SEC~~Business aCombination ~~registration~~Agreement) ~~statement~~has ~~registering~~occurred: ~~the~~(i) each ~~issuance,~~share ~~under the Securities Act,~~ of ~~the~~ Class A common stock ~~issuable~~ ~~upon exercise~~ of the ~~Public Warrants. The~~ Company ~~will~~and ~~use~~each ~~its~~share ~~best efforts to file with the SEC a registration statement covering the shares~~ of Class B A common stock ~~issuable upon exercise~~ of the ~~warrants,~~Company towill ~~cause~~be ~~such~~exchanged ~~registration~~for ~~statement~~one toOtonomo ~~become~~Ordinary ~~effective~~Share and (ii) each tooutstanding ~~maintain~~warrant ~~a current prospectus relating to those shares~~ of ~~Class A common stock until~~ the ~~warrants~~Company ~~expire~~will orbe ~~are~~assumed ~~redeemed,~~by asOtonomo ~~specified in~~and ~~the~~will ~~warrant~~become ~~agreement. If~~ a ~~registration~~warrant ~~statement covering the shares~~ of ~~Class~~Otonomo A(“Otonomo ~~common stock issuable upon exercise of the warrants~~Warrant”) is(with ~~not effective by~~ the ~~60th~~number ~~business day after the closing~~ of aOtonomo ~~Business~~Ordinary ~~Combination,~~Shares ~~warrant~~underlying ~~holders~~Otonomo ~~may,~~Warrant ~~until such time as there is an effective registration statement~~ and ~~during~~the ~~any~~exercise ~~period~~price ~~when~~of ~~the~~such ~~Company~~Otonomo ~~will~~Warrants ~~have~~subject ~~failed~~ to ~~maintain an effective registration~~adjustment ~~statement, exercise warrants on a “cashless basis”~~ in accordance with ~~Section~~the ~~3(a)(9)~~terms of the ~~Securities~~Business ~~Act~~Combination ~~or another exemption~~Agreement).

~~Once~~The Transactions ~~the~~will ~~Public~~be ~~Warrants become~~consummated ~~exercisable,~~subject to the ~~Company~~deliverables ~~may~~and ~~redeem~~provisions ~~the~~as ~~Public~~further ~~Warrants~~described ~~for~~in ~~redemption:~~the Business Combination Agreement.

~~● in whole and not in part; ● at a price of $0~~NOTE 7.01 ~~per Public Warrant; ● upon not less than 30 days~~STOCKHOLDERS’ prior written notice of redemption to each warrant holder and ● if, and only if, the reported last sale price of the Class A common stock equals or exceeds $18.00 per share (as adjusted for stock splits, stock dividends, reorganizations, recapitalizations and the like) for any 20 trading days within a 30-trading day period ending three business days before the Company sends the notice of redemption to the warrant holders.EQUITY

13Preferred Stock — The Company is authorized to issue 1,000,000 shares of $0.0001 par value preferred stock. As of June 30, 2021 and December 31, 2020, there were no preferred shares issued or outstanding.

~~SOFTWARE~~Class A Common ~~ACQUISITION~~Stock ~~GROUP~~— ~~INC~~The Company is authorized to issue up to 100,000,000 shares of Class A, $0.0001 IIpar value common stock. Holders of the Company’s common stock are entitled to one vote for each share. As of June 30, 2021 and December 31, 2020, there were 3,376,559 and 3,245,843 shares of Class A common stock issued and outstanding, excluding 13,873,441 and 14,360,058 shares of Class A common stock subject to possible redemption, respectively.

~~NOTES TO CONDENSED FINANCIAL STATEMENTS~~15

~~MARCH~~SOFTWARE ACQUISITION ~~31,~~GROUP ~~2021~~INC. II

~~(Unaudited)~~NOTES TO CONDENSED FINANCIAL STATEMENTS

~~If and when the Public~~JUNE ~~Warrants become redeemable by the Company~~30, the Company may not exercise its redemption right if the issuance of shares of common stock upon exercise of the warrants is not exempt from registration or qualification under applicable state blue sky laws or the Company is unable to effect such registration or qualification.2021

The exercise price and number of shares of Class A common stock issuable upon exercise of the warrants may be adjusted in certain circumstances including in the event of a share dividend, or recapitalization, reorganization, merger or consolidation. However, except as described below, the warrants will not be adjusted for issuance of common stock at a price below its exercise price. Additionally, in no event will the Company be required to net cash settle the Public Warrants. If the Company is unable to complete a Business Combination within the Combination Period and the Company liquidates the funds held in the Trust Account, holders of warrants will not receive any of such funds with respect to their warrants, nor will they receive any distribution from the Company’s assets held outside of the Trust Account with the respect to such warrants. Accordingly, the warrants may expire worthless. If the Company calls the Public Warrants for redemption, management will have the option to require all holders that wish to exercise the Public Warrants to do so on a “cashless basis,” as described in the warrant agreement.(Unaudited)

~~In addition, if (x) the Company issues additional shares of~~ Class ~~A common stock or equity-linked securities for capital raising purposes in connection~~ B ~~with~~Common ~~the~~Stock ~~closing~~— ofThe ~~its~~Company ~~initial~~is ~~Business~~authorized ~~Combination~~to ~~at an~~ issue ~~price~~up orto ~~effective~~10,000,000 ~~issue~~shares ~~price~~ of ~~less~~Class ~~than~~B, $90.200001 ~~per~~par ~~share~~value ~~of Class A~~ common stock ~~(with such issue price or effective issue price to be determined in good faith by the Company’s board of directors~~. ~~and,~~Holders ~~in the case~~ of ~~any such issuance to~~ the Sponsor or its affiliates, without taking into account any Founder Shares held by the Sponsor or such affiliates, as applicable, prior to such issuance) (the “Newly Issued Price”), (y) the aggregate gross proceeds from such issuances represent more than 60% of the total equity proceeds, and interest thereon, available for the funding of the Company’s ~~initial~~ ~~Business Combination on the date of the consummation of such initial Business Combination (net of redemptions), and (z) the volume weighted average trading price of the Company’s~~ common stock ~~during~~are ~~the~~entitled ~~20 trading day period starting on the trading day prior~~ to ~~the~~one ~~day~~vote onfor ~~which~~each ~~the Company consummates its initial Business Combination (such price, the “Market Value”) is below $9~~share.~~20 per~~ ~~share,~~As ~~the exercise price~~ of ~~the~~June ~~warrants~~30, ~~will~~2021 ~~be adjusted (to the nearest cent) to be equal to 115% of the higher of the Market Value~~ and ~~the~~December ~~Newly~~31, ~~Issued Price and the $18.00 per share redemption trigger price described above will be adjusted (to the nearest cent)~~2020, tothere bewere ~~equal~~4,312,500 toClass ~~180%~~B ofcommon ~~the~~stock ~~greater~~issued ~~of the Market Value~~ and ~~the Newly Issued Price~~outstanding.

The shares ~~Private~~of ~~Placement~~Class ~~Warrants~~B common stock will automatically convert into shares of Class A common stock at the time of the Business Combination ~~are~~on ~~identical~~a one-for-one basis, subject to ~~the~~adjustment ~~Public~~for ~~Warrants~~stock ~~underlying~~splits, stock dividends, reorganizations, recapitalizations and the ~~Units~~like. ~~sold~~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 Initial Public Offering, ~~except~~and ~~that~~related to the ~~Private~~closing ~~Placement~~of ~~Warrants~~a Business Combination, the ratio at which shares of Class B common stock shall convert into shares of Class A common stock will ~~and~~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 ~~the~~conversion ~~exercise~~of all shares of ~~the~~Class ~~Private~~B ~~Placement~~common ~~Warrants~~stock will ~~not~~equal, bein ~~transferable~~the aggregate, ~~assignable~~on oran ~~saleable~~as converted ~~until~~basis, 3020% ~~days~~of ~~after~~the sum of the ~~completion~~total number of aall ~~Business~~shares ~~Combination,~~of ~~subject~~common tostock ~~certain~~outstanding ~~limited~~upon ~~exceptions.~~the ~~Additionally,~~completion of the ~~Private~~Initial ~~Placement~~Public Offering ~~Warrants~~plus ~~will~~all beshares ~~exercisable~~of onClass aA ~~cashless~~common ~~basis~~stock and ~~will~~equity belinked ~~non-redeemable~~securities soissued ~~long~~or asdeemed ~~they~~issued ~~are~~in ~~held~~connection bywith ~~the~~a ~~initial~~Business ~~purchasers~~Combination (excluding any shares or ~~their~~equity linked securities issued, or to be issued, to any seller in a Business Combination, and any private placement-equivalent ~~permitted~~warrants ~~transferees.~~issued Ifto the ~~Private~~Sponsor ~~Placement~~or ~~Warrants~~its ~~are~~affiliates ~~held~~upon byconversion ~~someone~~of ~~other~~loans ~~than~~made to the ~~initial~~Company). ~~purchasers~~Holders orof ~~their~~Founder ~~permitted~~Shares ~~transferees,~~may also elect ~~the~~to ~~Private~~convert ~~Placement~~their ~~Warrants~~shares ~~will~~of beClass ~~redeemable~~B bycommon ~~the~~stock ~~Company~~into ~~and~~an ~~exercisable~~equal bynumber ~~such~~of ~~holders~~shares onof ~~the~~Class ~~same~~A ~~basis~~common stock, subject to adjustment as ~~the~~provided above, ~~Public~~at ~~Warrants~~any time.

~~NOTE~~The Company ~~9. SUBSEQUENT~~may ~~EVENTS~~issue additional common stock or preferred stock to complete its Business Combination or under an employee incentive plan after completion of its Business Combination.

~~The Company evaluated subsequent~~NOTE ~~events and transactions that occurred after the balance sheet date up to the date that the financial statements were issued~~8. ~~Based~~WARRANT ~~upon this review, other than as describe below, the Company did not identify any subsequent events that would have required adjustment or disclosure in the financial statements.~~LIABILITIES

14Warrants — Public Warrants may only be exercised for a whole number of shares. No fractional shares will be issued upon exercise of the Public Warrants. The Public Warrants will become exercisable on the later of (a) 30 days after the consummation of a Business Combination or (b) 12 months from the closing of the Initial Public Offering. The Public Warrants will expire five years from the consummation of a Business Combination or earlier upon redemption or liquidation.

~~ITEM~~The Company 2will not be obligated to deliver any Class A common stock pursuant to the exercise of a Public Warrant and will have no obligation to settle such Public Warrant exercise unless a registration statement under the Securities Act covering the issuance of the Class A common stock issuable upon exercise of the Public Warrants is then effective and a prospectus relating thereto is current, subject to the Company satisfying its obligations with respect to registration. ~~MANAGEMENT’S~~No ~~DISCUSSION~~Public ~~AND~~Warrant ~~ANALYSIS~~will OFbe ~~FINANCIAL~~exercisable ~~CONDITION~~for ~~AND~~cash ~~RESULTS~~or OFon ~~OPERATIONS~~a cashless basis, and the Company will not be obligated to issue any shares to holders seeking to exercise their Public Warrants, unless the issuance of the shares upon such exercise is registered or qualified under the securities laws of the state of the exercising holder, or an exemption from registration is available.

~~References~~The Company inhas ~~this~~agreed ~~report (the~~that ~~“Quarterly~~as ~~Report”)~~soon toas ~~“we~~practicable,” ~~“us”~~but orin no event later than 15 business days, after the ~~“Company”~~closing ~~refer~~of toa ~~Software~~Business ~~Acquisition~~Combination, ~~Group~~it ~~Inc.~~will ~~II.~~use ~~References~~its best efforts to ~~our~~file ~~“management”~~with orthe ~~our~~SEC ~~“management~~a ~~team”~~registration ~~refer~~statement toregistering ~~our~~the ~~officers~~issuance, ~~and~~under ~~directors~~the Securities Act, ~~references to~~of the Class ~~“Sponsor”~~A ~~refer~~common tostock ~~Software~~issuable ~~Acquisition~~upon ~~Holdings II~~exercise ~~LLC~~of the Public Warrants. The ~~following~~Company ~~discussion~~will ~~and~~use ~~analysis~~its ofbest efforts to file with the ~~Company’s~~SEC a registration ~~financial~~statement ~~condition~~covering ~~and~~the ~~results~~shares of ~~operations~~Class ~~should~~A becommon ~~read~~stock inissuable ~~conjunction~~upon ~~with~~exercise of the ~~financial~~warrants, ~~statements~~to cause such registration statement to become effective and to maintain a current prospectus relating to those shares of Class A common stock until the ~~notes~~warrants ~~thereto~~expire ~~contained~~or are ~~elsewhere~~redeemed, as specified in ~~this~~the ~~Quarterly~~warrant ~~Report~~agreement. ~~Certain~~If ~~information~~a ~~contained~~registration instatement covering the ~~discussion~~shares ~~and~~of ~~analysis~~Class ~~set~~A ~~forth~~common ~~below~~stock ~~includes~~issuable ~~forward-looking~~upon ~~statements~~exercise ~~that~~of ~~involve~~the ~~risks~~warrants is not effective by the 60th business day after the closing of a Business Combination, warrant holders may, until such time as there is an effective registration statement and ~~uncertainties~~during any period when the Company will have failed to maintain an effective registration statement, exercise warrants on a “cashless basis” in accordance with Section 3(a)(9) of the Securities Act or another exemption.

~~Special Note Regarding Forward-Looking Statements~~16

~~This Quarterly Report includes~~SOFTWARE ~~“forward-looking~~ACQUISITION ~~statements”~~GROUP within the meaning of Section 27A of the Securities Act of 1933, as amended (the “Securities Act”) and Section 21E of the Securities Exchange Act of 1934, as amended (the “Exchange Act”) that are not historical facts, and involve risks and uncertainties that could cause actual results to differ materially from those expected and projectedINC. All statements, other than statements of historical fact included in this Form 10-Q including, without limitation, statements in this “Management’s Discussion and Analysis of Financial Condition and Results of Operations” regarding the Company’s financial position, business strategy and the plans and objectives of management for future operations, are forward-looking statements. Words such as “expect,” “believe,” “anticipate,” “intend,” “estimate,” “seek” and variations and similar words and expressions are intended to identify such forward-looking statements. Such forward-looking statements relate to future events or future performance, but reflect management’s current beliefs, based on information currently available. A number of factors could cause actual events, performance or results to differ materially from the events, performance and results discussed in the forward-looking statements. For information identifying important factors that could cause actual results to differ materially from those anticipated in the forward-looking statements, please refer to the Risk Factors section of the Company’s Annual Report on Form 10-K filed with the U.S. Securities and Exchange Commission (the “SEC”). The Company’s securities filings can be accessed on the EDGAR section of the SEC’s website at www.sec.gov. Except as expressly required by applicable securities law, the Company disclaims any intention or obligation to update or revise any forward-looking statements whether as a result of new information, future events or otherwise.II

~~Overview~~NOTES TO CONDENSED FINANCIAL STATEMENTS

~~We are a blank check company~~JUNE ~~formed under the laws of the State of Delaware on June 16~~30, 2020 for the purpose of effecting a merger, capital stock exchange, asset acquisition, stock purchase, reorganization or other similar Business Combination with one or more businesses. We intend to effectuate our Business Combination using cash from the proceeds of the Initial Public Offering and the sale of the Private Placement Warrants, our capital stock, debt or a combination of cash, stock and debt.2021

~~We expect to continue to incur significant costs in the pursuit of our acquisition plans. We cannot assure you that our plans to complete a Business Combination will be successful.~~(Unaudited)

~~Results~~Once the ofPublic ~~Operations~~Warrants become exercisable, the Company may redeem the Public Warrants for redemption:

We● ~~have neither engaged~~ in ~~any~~ ~~operations~~whole (other than searching for a Business Combination after our Initial Public Offering) nor generated any revenues to date. Our only activities from June 16, 2020 (inception) through March 31, 2021 were organizational activities, those necessary to prepare for the Initial Public Offering, described below, and ~~subsequent to the Initial Public Offering, identifying a target company for a Business Combination. We do~~ not ~~expect to generate any operating revenues until after the completion of our Business Combination. We generate non-operating income~~ in the form of interest income on marketable securities held after the Initial Public Offering. We incur expenses as a result of being a public company (for legal, financial reporting, accounting and auditing compliance), as well as for due diligence expenses.part;

~~For~~● ~~the~~at ~~three months ended March 31, 2021, we had~~ a ~~net~~price ~~loss~~ of $~~3,554,465,~~0.01 ~~which~~per ~~consists~~Public of operating costs of $445,831 and change in fair value of warrant liability of $3,111,250 offset by interest income on marketable securities held in the Trust Account and other interest income of $2,616. Warrant;

~~Liquidity~~● ~~and~~upon ~~Capital~~not ~~Resources~~less than 30 days’ prior written notice of redemption to each warrant holder and

~~Until~~● if, and only if, the ~~consummation~~reported last sale price of the ~~Initial~~Class ~~Public~~A ~~Offering,~~common ~~our~~stock ~~only~~equals ~~source~~or ofexceeds ~~liquidity~~$18.00 ~~was~~per anshare ~~initial~~(as ~~purchase~~adjusted offor ~~common~~stock splits, stock bydividends, ~~the~~reorganizations, ~~Sponsor~~recapitalizations and ~~loans~~the ~~from~~like) ~~our~~for ~~Sponsor~~any 20 trading days within a 30-trading day period ending three business days before the Company sends the notice of redemption to the warrant holders.

~~On September 17,~~If ~~2020,~~and wewhen ~~consummated~~ the ~~Initial~~ Public ~~Offering~~Warrants ofbecome ~~15,000,000~~redeemable ~~Units~~by atthe ~~a price of $10.00 per Unit. On September 24~~Company, ~~2020,~~ the ~~underwriters fully~~Company ~~exercised~~may ~~their~~not ~~over-allotment~~exercise ~~option~~its toredemption ~~purchase~~right anif ~~additional~~the ~~2,250,000~~issuance ~~Units at a price~~ of ~~$10.00 per Unit, generating gross~~shares ~~aggregate proceeds~~ of ~~$172,500,000.~~common ~~Simultaneously~~stock ~~with~~upon ~~the closing of the Initial Public Offering and the full~~ exercise of the ~~over-allotment option,~~warrants weis ~~consummated~~not ~~the~~exempt ~~sale~~from ofregistration ~~5,200,000~~or ~~Private~~qualification ~~Placement~~under ~~Warrants~~applicable atstate ablue ~~price~~sky oflaws ~~$1.00~~or the ~~per~~Company ~~Private~~is ~~Placement~~unable ~~Warrant in a private placement~~ to ~~our~~effect ~~stockholders,~~such ~~generating~~registration ~~gross~~or ~~proceeds of $5,200,000~~qualification.

15The exercise price and number of shares of Class A common stock issuable upon exercise of the warrants may be adjusted in certain circumstances including in the event of a share dividend, or recapitalization, reorganization, merger or consolidation. However, except as described below, the warrants will not be adjusted for issuance of common stock at a price below its exercise price. Additionally, in no event will the Company be required to net cash settle the Public Warrants. If the Company is unable to complete a Business Combination within the Combination Period and the Company liquidates the funds held in the Trust Account, holders of warrants will not receive any of such funds with respect to their warrants, nor will they receive any distribution from the Company’s assets held outside of the Trust Account with the respect to such warrants. Accordingly, the warrants may expire worthless. If the Company calls the Public Warrants for redemption, management will have the option to require all holders that wish to exercise the Public Warrants to do so on a “cashless basis,” as described in the warrant agreement.

~~Following~~In addition, if (x) the ~~Initial~~Company ~~Public~~issues additional shares of Class A common stock or equity-linked securities for capital raising purposes ~~Offering,~~in connection with the ~~full~~closing ~~exercise~~of its initial Business Combination at an issue price or effective issue price of ~~the~~less ~~over-allotment~~than ~~option~~$9.20 per share of Class A common stock (with such issue price or effective issue price to be determined in good faith by the ~~underwriters~~Company’s board of directors and, in the ~~sale~~case of any such issuance to the ~~Private~~Sponsor ~~Placement~~or ~~Warrants~~its affiliates, awithout taking into account any Founder Shares held ~~total~~by ofthe ~~$172~~Sponsor or such affiliates,~~500~~ as applicable,~~000~~ ~~was~~prior ~~placed~~to insuch issuance) (the ~~Trust~~“Newly ~~Account~~Issued ~~and~~Price”), we(y) ~~had~~the $1aggregate gross proceeds from such issuances represent more than 60% of the total equity proceeds,~~474~~ and interest thereon,~~634~~ available for the funding of the ~~cash~~Company’s ~~held~~initial ~~outside~~Business Combination on the date of the ~~Trust~~consummation ~~Account~~of such initial Business Combination (net of redemptions), and ~~after~~(z) ~~payment~~the volume weighted average trading price of the Company’s common stock during the 20 trading day period starting on the ~~costs~~trading ~~related~~day prior to the ~~Initial~~day ~~Public~~on ~~Offering,~~which ~~and~~the ~~available~~Company ~~for~~consummates ~~working~~its ~~capital~~initial ~~purposes.~~Business WeCombination ~~incurred~~(such $9price,~~902,566~~ inthe ~~transaction~~“Market ~~costs,~~Value”) ~~including~~is below $39.20 per share,~~450,000~~ the exercise price of ~~underwriting~~the ~~fees,~~warrants ~~$6,037,500~~will be adjusted (to the nearest cent) to be equal to 115% of ~~deferred~~the ~~underwriting~~higher of ~~fees~~the Market Value and the Newly Issued Price and the $~~415,066~~18.00 per share redemption trigger price described above will be adjusted (to the nearest cent) to be equal to 180% of ~~other~~the ~~offering~~greater ~~costs~~of the Market Value and the Newly Issued Price.

For the three months ended March 31, 2021, cash used in operating activities was $441,238. Net loss of $3,554,465 was affected by interest earned on marketable securities held in the Trust Account of $2,593 and change in fair value of warrant liabilities of $3,111,250. Changes in operating assets and liabilities, provided $4,570 of cash from operating activities.17

~~As of March 31, 2021, we had~~SOFTWARE ~~cash~~ACQUISITION ~~and~~GROUP ~~marketable securities held in the Trust Account of $172,505,595~~INC. We intend to use substantially all of the funds held in the Trust Account, including any amounts representing interest earned on the Trust Account to complete our Business Combination. We may withdraw interest to pay franchise and income taxes. During the period ended March 31, 2021, we did not withdraw any interest earned on the Trust Account. To the extent that our capital stock or debt is used, in whole or in part, as consideration to complete our Business Combination, the remaining proceeds held in the Trust Account will be used as working capital to finance the operations of the target business or businesses, make other acquisitions and pursue our growth strategies.II

~~As of March 31, 2021, we had~~NOTES ~~cash~~TO ofCONDENSED ~~$562,230~~FINANCIAL outside of the Trust Account. We intend to use the funds held outside the Trust Account primarily to identify and evaluate target businesses, perform business due diligence on prospective target businesses, travel to and from the offices, plants or similar locations of prospective target businesses or their representatives or owners, review corporate documents and material agreements of prospective target businesses, and structure, negotiate and complete a Business Combination.STATEMENTS

~~In order to fund working capital~~JUNE ~~deficiencies or finance transaction costs in connection with a Business Combination~~30, our Sponsor or an affiliate of our Sponsor or certain of our officers and directors may, but are not obligated to, loan us funds as may be required. If we complete a Business Combination, we would repay such loaned amounts. In the event that a Business Combination does not close, we may use a portion of the working capital held outside the Trust Account to repay such loaned amounts but no proceeds from our Trust Account would be used for such repayment. Up to $1,500,000 of such loans may be convertible into warrants identical to the Private Placement Warrants, at a price of $1.00 per warrant at the option of the lender.2021

We do not believe we will need to raise additional funds in order to meet the expenditures required for operating our business. However, if our estimate of the costs of identifying a target business, undertaking in-depth due diligence and negotiating a Business Combination are less than the actual amount necessary to do so, we may have insufficient funds available to operate our business prior to our Business Combination. Moreover, we may need to obtain additional financing either to complete our Business Combination or because we become obligated to redeem a significant number of our public shares upon consummation of our Business Combination, in which case we may issue additional securities or incur debt in connection with such Business Combination. Subject to compliance with applicable securities laws, we would only complete such financing simultaneously with the completion of our Business Combination. If we are unable to complete our Business Combination because we do not have sufficient funds available to us, we will be forced to cease operations and liquidate the Trust Account. In addition, following our Business Combination, if cash on hand is insufficient, we may need to obtain additional financing in order to meet our obligations.(Unaudited)

~~Off~~The Private Placement Warrants are identical to the Public Warrants underlying the Units sold in the Initial Public Offering, except that the Private Placement Warrants will and the common shares issuable upon the exercise of the Private Placement Warrants will not be transferable, assignable or saleable until 30 days after the completion of a Business Combination, subject to certain limited exceptions. Additionally, the Private Placement Warrants will be exercisable on a cashless basis and will be non-~~Balance~~redeemable ~~Sheet~~so ~~Arrangements~~long as they are held by the initial purchasers or their permitted transferees. If the Private Placement Warrants are held by someone other than the initial purchasers or their permitted transferees, the Private Placement Warrants will be redeemable by the Company and exercisable by such holders on the same basis as the Public Warrants.

~~We did not have any off-balance~~NOTE ~~sheet arrangements as of March 31, 2021~~9. SUBSEQUENT EVENTS

~~Contractual~~The Company ~~Obligations~~evaluated subsequent events and transactions that occurred after the balance sheet date up to the date that the financial statements were issued. Based upon this review, other than as describe below, the Company did not identify any subsequent events that would have required adjustment or disclosure in the financial statements.

WeOn July do10, ~~not have any long-term debt~~2021, ~~capital lease obligations~~SWAG, ~~operating~~Otonomo ~~lease~~and ~~obligations~~Merger orSub ~~long-term~~entered ~~liabilities,~~into ~~other than~~ an ~~agreement~~amendment ~~to pay~~ (the ~~Sponsor~~“Amendment”) ~~a monthly fee of $10,000 for office space, utilities and secretarial and administrative support~~ to the ~~Company.~~Business WeCombination ~~began incurring these fees on~~Agreement ~~September 14, 2020 and will continue~~ to ~~incur~~extend ~~these~~the ~~fees~~“Termination ~~monthly~~Date” ~~until~~under the ~~earlier~~Business ofCombination ~~the~~Agreement ~~completion~~from ofJuly ~~the~~31, ~~Business~~2021 ~~Combination~~to ~~and~~September ~~the Company’s~~30, ~~liquidation~~2021.

The underwriters are entitled to a deferred fee of $6,037,500 in the aggregate. The deferred fee will be waived by the underwriters in the event that the Company does not complete a Business Combination, subject to the terms of the underwriting agreement.18

~~Critical~~ITEM 2. ~~Accounting~~MANAGEMENT’S ~~Policies~~DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS

~~The~~References in ~~preparation~~this ofreport ~~condensed financial~~(the ~~statements~~“Quarterly ~~and~~Report”) ~~related~~to ~~disclosures~~“we,” in“us” ~~conformity~~or ~~with~~the ~~accounting~~“Company” ~~principles~~refer ~~generally~~to ~~accepted~~Software Acquisition inGroup ~~the~~Inc. ~~United~~II. ~~States~~References ofto ~~America requires~~our “management” or our “management team” refer to ~~make~~our ~~estimates~~officers and directors, ~~assumptions~~references ~~that~~to ~~affect~~ the ~~reported~~“Sponsor” ~~amounts~~refer ofto ~~assets~~Software ~~and~~Acquisition ~~liabilities,~~Holdings II ~~disclosure~~LLC. ofThe ~~contingent assets~~following discussion and ~~liabilities~~analysis of at the ~~date~~Company’s financial condition and results of operations should be read in conjunction with the financial statements, and the ~~income~~notes ~~and~~thereto ~~expenses~~contained ~~during~~elsewhere ~~the~~in ~~periods~~this ~~reported~~Quarterly Report. ~~Actual~~Certain ~~results~~information ~~could materially~~contained ~~differ~~in ~~from~~the ~~those~~discussion ~~estimates.~~and Weanalysis ~~have~~set ~~identified~~forth below ~~the~~includes ~~following~~forward-looking ~~critical~~statements ~~accounting~~that ~~policies:~~involve risks and uncertainties.

~~Warrant~~Special Note ~~Liability~~Regarding Forward-Looking Statements

WeThis Quarterly ~~account~~Report ~~for~~includes “forward-looking statements” within the meaning of Section 27A of the Securities Act of 1933, as ~~warrants~~amended ~~issued~~(the in“Securities ~~connection~~Act”) ~~with~~and ~~our~~Section ~~Initial~~21E ~~Public~~of ~~Offering~~the inSecurities ~~accordance~~Exchange ~~with~~Act of 1934, as amended (the ~~guidance~~“Exchange ~~contained~~Act”) that are not historical facts, and involve risks and uncertainties that could cause actual results to differ materially from those expected and projected. All statements, other than statements of historical fact included in ~~ASC~~this ~~815~~Form ~~under~~10-Q ~~which~~including, without limitation, statements in this “Management’s Discussion and Analysis of Financial Condition and Results of Operations” regarding the ~~warrants~~Company’s dofinancial ~~not~~position, ~~meet~~business strategy and the ~~criteria~~plans and objectives of management for ~~equity~~future ~~treatment~~operations, ~~and~~are ~~must~~forward-looking bestatements. Words ~~recorded~~such as ~~liabilities~~“expect,” “believe,” “anticipate,” “intend,” “estimate,” “seek” and variations and similar words and expressions are intended to identify such forward-looking statements. ~~Accordingly~~Such forward-looking statements relate to future events or future performance, webut ~~classify~~reflect ~~the~~management’s ~~warrants~~current asbeliefs, ~~liabilities~~based on information currently available. atA ~~their~~number ~~fair~~of ~~value~~factors could cause actual events, performance or results to differ materially from the events, performance and ~~adjust~~results discussed in the ~~warrants~~forward-looking statements. For information identifying important factors that could cause actual results to ~~fair~~differ ~~value~~materially from atthose ~~each~~anticipated ~~reporting~~in ~~period.~~the ~~This~~forward-looking ~~liability~~statements, isplease ~~subject~~refer to rethe Risk Factors section of the Company’s Annual Report on Form 10-~~measurement~~K atfiled ~~each~~with the U.S. Securities and Exchange Commission (the “SEC”). The Company’s securities filings can ~~balance~~be ~~sheet~~accessed ~~date~~on ~~until~~the ~~exercised~~EDGAR section of the SEC’s website at www.sec.gov. Except as expressly required by applicable securities law, the ~~and~~Company disclaims any ~~change~~intention inor ~~fair~~obligation ~~value~~to isupdate ~~recognized~~or inrevise ~~our~~any ~~statement~~forward-looking statements whether as a result of ~~operations~~new information, future events or otherwise.

16Overview

~~Class~~We are Aa ~~Common~~blank ~~Stock~~check ~~Subject~~company formed under the laws of the State of Delaware on June 16, 2020 for the purpose of effecting a merger, capital stock exchange, asset acquisition, stock purchase, reorganization or other similar Business Combination with one or more businesses. We intend to ~~Possible~~effectuate ~~Redemption~~our Business Combination using cash from the proceeds of the Initial Public Offering and the sale of the Private Placement Warrants, our capital stock, debt or a combination of cash, stock and debt.

We ~~account for our shares~~ ofexpect ~~Class~~to Acontinue ~~common stock subject~~ to ~~possible~~incur ~~redemption~~significant incosts ~~accordance with the guidance~~ in Accounting Standards Codification (“ASC”) Topic 480 “Distinguishing Liabilities from Equity.” Shares of Class A common stock subject to mandatory redemption is classified as a liability instrument and is measured at fair value. Conditionally redeemable common stock (including common stock that features redemption rights that are either within the ~~control~~pursuit of ~~the holder or subject to redemption upon the occurrence of uncertain events not solely within~~ our ~~control)~~acquisition ~~is classified as temporary equity~~plans. AtWe ~~all~~cannot ~~other~~assure ~~times,~~you ~~common stock is classified as stockholders’ equity. Our common stock features certain redemption rights~~ that ~~are considered to be outside of~~ our ~~control~~plans ~~and subject~~ to ~~occurrence of uncertain future~~complete ~~events.~~a ~~Accordingly,~~Business ~~the~~Combination ~~Class~~will Abe ~~common stock subject to possible redemption is presented as temporary equity, outside of the stockholders’ equity section of our unaudited condensed balance sheets~~successful.

~~Net~~Results of ~~Loss per Common Share~~Operations

We have ~~apply~~neither ~~the~~engaged ~~two-class method~~ in ~~calculating~~any ~~earnings~~operations ~~per~~(other ~~share.~~than ~~Net~~searching ~~income~~for ~~(loss)~~a ~~per~~Business ~~common~~Combination ~~share,~~after ~~basic~~our ~~and~~Initial ~~diluted~~Public ~~for~~Offering) ~~common~~nor ~~stock~~generated any ~~subject~~revenues to ~~possible~~date. ~~redemption is~~Our ~~calculated~~only byactivities ~~dividing~~from ~~the~~June ~~interest~~16, ~~income~~2020 ~~earned~~(inception) onthrough ~~the~~June ~~Trust~~30, ~~Account~~2021 were organizational activities, ~~net~~those necessary ofto ~~applicable~~prepare ~~taxes~~for the Initial Public Offering, ifdescribed ~~any~~below, byand subsequent to the ~~weighted~~Initial ~~average~~Public ~~number~~Offering, identifying a target ofcompany ~~shares~~for ofa ~~common~~Business ~~stock~~Combination. ~~subject~~We todo ~~possible~~not ~~redemption~~expect ~~outstanding~~to ~~for~~generate ~~the~~any ~~period.~~operating ~~Net~~revenues ~~income~~until ~~(loss)~~after ~~per~~the ~~common~~completion ~~share,~~of ~~basic~~our ~~and~~Business ~~diluted~~Combination. ~~for~~We ~~and~~generate non-~~redeemable~~operating ~~common~~income ~~stock~~in isthe ~~calculated~~form byof ~~dividing~~interest ~~net~~income ~~loss~~on ~~less~~marketable ~~income~~securities ~~attributable~~held toafter ~~common~~the ~~stock~~Initial ~~subject~~Public toOffering. ~~possible~~We ~~redemption,~~incur byexpenses ~~the~~as ~~weighted~~a ~~average~~result ~~number~~ of ~~shares~~being ofa ~~non-redeemable~~public ~~common~~company ~~stock~~(for ~~outstanding~~legal, ~~for~~financial ~~the~~reporting, ~~period~~accounting ~~presented~~and auditing compliance), as well as for due diligence expenses.

~~Recent~~For the ~~accounting~~three ~~standards~~months ended June 30, 2021, we had a net loss of $1,305,091, which consists of formation and operational costs of $391,976 and change in fair value of warrant liabilities of $915,750, offset by interest income on marketable securities held in the Trust Account of $2,622 and other interest income of $13.

~~Management does not believe that any recently issued, but not yet effective, accounting standards, if currently adopted, would have a material effect on our condensed financial statements.~~19

~~Item~~For 3.the ~~Quantitative~~six months ended June 30, 2021, we had a net loss of $4,859,556, which consists of formation and ~~Qualitative~~operational ~~Disclosures~~costs ~~About~~of ~~Market~~$837,807 ~~Risk~~and change in fair value of warrant liabilities of $4,027,000, offset by interest income on marketable securities held in the Trust Account of $5,215 and other interest income of $36.

~~As of March 31, 2021, we were~~For ~~not subject to any market or interest rate risk. Following~~ the ~~consummation~~period offrom ~~our~~June ~~Initial Public Offering~~16, ~~the~~2020 ~~net~~(inception) ~~proceeds~~through ofJune ~~our Initial Public Offering~~30, ~~including amounts in the Trust Account~~2020, ~~have~~we ~~been~~had ~~invested in U.S. government treasury bills, notes or bonds with~~ a ~~maturity~~net loss of ~~180~~$761 ~~days~~which orconsists ~~less or in certain money market funds that invest solely in U.S. treasuries. Due to the short-term nature~~ of ~~these~~formation ~~investments,~~and ~~we believe there will be no associated material exposure to interest rate risk~~operational costs.

~~Item~~Liquidity ~~4. Controls~~ and ~~Procedures~~Capital Resources

~~Evaluation~~Until the consummation of ~~Disclosure~~the ~~Controls~~Initial Public Offering, our only source of liquidity was an initial purchase of common stock by the Sponsor and ~~Procedures~~loans from our Sponsor.

~~Disclosure~~On September ~~controls~~17, ~~and~~2020, ~~procedures are~~we ~~designed~~consummated tothe ~~ensure~~Initial ~~that~~Public ~~information~~Offering ~~required~~of to15,000,000 beUnits ~~disclosed~~at bya usprice inof ~~our~~$10.00 ~~Exchange~~per ~~Act~~Unit. ~~reports~~On isSeptember ~~recorded~~24, ~~processed~~2020, the ~~summarized~~underwriters fully exercised their over-allotment option to purchase an additional 2, ~~and~~250,000 ~~reported~~Units ~~within~~at ~~the~~a ~~time~~price ~~periods~~of ~~specified~~$10.00 inper ~~the~~Unit, generating ~~SEC’s~~gross ~~rules~~aggregate ~~and~~proceeds ~~forms~~of $172,500,000. ~~and~~Simultaneously ~~that~~with ~~such~~the ~~information~~closing isof ~~accumulated~~the Initial Public Offering and ~~communicated~~the full exercise toof ~~our~~the ~~management~~over-allotment option, ~~including~~we ~~our~~consummated ~~principal~~the ~~executive~~sale ~~officer~~of ~~and~~5,200,000 ~~principal~~Private ~~financial~~Placement ~~officer~~Warrants orat ~~persons~~a ~~performing~~price ~~similar~~of ~~functions,~~$1.00 per Private Placement asWarrant ~~appropriate~~in a private placement to ~~allow~~our ~~timely~~stockholders, ~~decisions~~generating ~~regarding~~gross ~~required~~proceeds ~~disclosure~~of $5,200,000.

~~Our internal control over~~Following ~~financial~~the ~~reporting~~Initial ~~did~~Public ~~not~~Offering, ~~result in~~ the ~~proper~~full ~~classification~~exercise of ~~our~~the ~~warrants.~~over-allotment ~~Our~~option ~~warrants~~by ~~have~~the ~~been~~underwriters’ ~~accounted~~and ~~for~~the assale ~~equity~~of ~~within our~~the ~~balance~~Private ~~sheet~~Placement Warrants, ~~since~~a ~~our~~total ~~inception.~~of ~~On April 12~~$172, ~~2021~~500,000 ~~the~~was ~~SEC~~placed ~~Staff issued the SEC Staff Statement~~ in ~~which~~ the ~~SEC~~Trust ~~Staff~~Account ~~expressed its view that certain terms~~ and ~~conditions~~we ~~common~~had to$1,474,634 ~~SPAC~~of ~~warrants~~cash ~~may~~held ~~require~~outside of the ~~warrants~~Trust toAccount, ~~be classified as liabilities on the SPAC’s~~after ~~balance~~payment ~~sheet~~of ascosts ~~opposed~~related to ~~equity.~~the ~~After~~Initial ~~discussion~~Public Offering, and ~~evaluation,~~available ~~taking~~for ~~into~~working ~~consideration~~capital ~~the~~purposes. ~~SEC~~We ~~Staff~~incurred ~~Statement~~$9,902,566 ~~including~~in ~~with~~transaction ~~our~~costs, ~~independent~~including ~~auditors~~$3,450,000 weof ~~have~~underwriting ~~concluded~~fees, ~~that~~$6,037,500 ~~our~~of ~~warrants~~deferred ~~should~~underwriting befees ~~presented~~and as$415,066 ~~liabilities~~of ~~with~~other ~~subsequent~~offering ~~fair value remeasurement~~costs.

~~Under the supervision and with the participation of our management,~~For ~~including our principal executive officer and principal financial and accounting officer, we conducted an evaluation of~~ the ~~effectiveness of~~six ~~our~~months ~~disclosure controls and procedures as of the end of the fiscal quarter~~ ended ~~March~~June 3130, 2021, ascash ~~such~~used ~~term is defined~~ in ~~Rules~~operating ~~13a-15(e) and~~activities ~~15d-15(e)~~was ~~under the Exchange Act~~$848,412. ~~Based~~Net onloss ~~this~~of ~~evaluation~~$4,859,556 ~~our~~was ~~principal~~affected ~~executive~~by ~~officer~~interest ~~and principal financial and accounting~~earned ~~officer~~on ~~have~~marketable ~~concluded~~securities ~~that~~held ~~during~~in the ~~period~~Trust ~~covered~~Account byof ~~this report~~$5,215 ~~our disclosure controls~~ and ~~procedures~~change ~~contained~~in afair ~~material~~value ~~weakness that~~of ~~arose~~warrant ~~from~~liabilities ~~the~~of ~~above~~$4,027,000. ~~statement~~Changes ~~surrounding~~in operating ~~the~~assets ~~previous accounting treatment of our warrants~~ and ~~were~~liabilities ~~not~~used ~~considered~~$10,641 ~~effective as~~ of ~~March~~cash ~~31,~~from ~~2021~~operating activities.

ToFor the ~~respond~~period tofrom ~~this~~June ~~material weakness~~16, we2020 ~~have~~(inception) ~~devoted,~~through ~~and~~June ~~plan~~30, ~~to continue to devote~~2020, ~~significant~~cash ~~effort~~used ~~and~~in ~~resources~~operating toactivities ~~the~~was ~~remediation and improvement of our internal control over financial reporting~~$0. ~~While~~Net weloss ~~have processes to identify and appropriately apply applicable accounting requirements, we plan to enhance these processes to better evaluate our research and understanding~~ of ~~the~~$761 ~~nuances~~was ~~of the complex accounting standards~~affected ~~that~~by ~~apply~~changes toin ~~our~~operating ~~financial~~assets ~~statements. Our plans at this time include providing enhanced access to accounting literature, research materials~~ and ~~documents~~liabilities ~~and increased communication among our personnel and third-party professionals with whom we consult regarding complex accounting applications. The elements~~ of ~~our remediation plan can only be accomplished over time, and we can offer no assurance that these initiatives will ultimately have the intended effects~~$761.

~~Changes~~As of June 30, 2021, we had cash and marketable securities held in ~~Internal~~the ~~Control~~Trust ~~over~~Account ~~Financial~~of $172,508,217. We intend to use substantially all ~~Reporting~~of the funds held in the Trust Account, including any amounts representing interest earned on the Trust Account to complete our Business Combination. We may withdraw interest to pay franchise and income taxes. During the period ended June 30, 2021, we did not withdraw any interest earned on the Trust Account. To the extent that our capital stock or debt is used, in whole or in part, as consideration to complete our Business Combination, the remaining proceeds held in the Trust Account will be used as working capital to finance the operations of the target business or businesses, make other acquisitions and pursue our growth strategies.

~~Other~~As of ~~than~~June ~~the~~30, ~~material weakness~~2021, ~~described~~we ~~above,~~had ~~there~~cash ~~was~~of no$155,056 ~~change~~outside inof ~~our~~the ~~internal~~Trust ~~control~~Account. ~~over~~We ~~financial~~intend ~~reporting~~to ~~that~~use ~~occurred~~the ~~during~~funds held outside the ~~fiscal~~Trust ~~quarter~~Account primarily ofto ~~2021~~identify ~~covered~~and byevaluate ~~this~~target ~~Quarterly~~businesses, ~~Report~~perform business due diligence on ~~Form~~prospective ~~10-Q~~target ~~that~~businesses, ~~has~~travel ~~materially~~to ~~affected~~and from the offices, plants or issimilar ~~reasonably~~locations ~~likely~~of toprospective ~~materially~~target ~~affect~~businesses or their representatives or owners, ~~our~~review corporate documents and material ~~internal~~agreements ~~control~~of ~~over~~prospective ~~financial~~target ~~reporting~~businesses, and structure, negotiate and complete a Business Combination.

17In order to fund working capital deficiencies or finance transaction costs in connection with a Business Combination, our Sponsor or an affiliate of our Sponsor or certain of our officers and directors may, but are not obligated to, loan us funds as may be required. If we complete a Business Combination, we would repay such loaned amounts. In the event that a Business Combination does not close, we may use a portion of the working capital held outside the Trust Account to repay such loaned amounts but no proceeds from our Trust Account would be used for such repayment. Up to $1,500,000 of such loans may be convertible into warrants identical to the Private Placement Warrants, at a price of $1.00 per warrant at the option of the lender.

~~PART II - OTHER INFORMATION~~20

~~Item~~We do 1not believe we will need to raise additional funds in order to meet the expenditures required for operating our business. ~~Legal~~However, if ~~Proceedings~~our estimate of the costs of identifying a target business, undertaking in-depth due diligence and negotiating a Business Combination are less than the actual amount necessary to do so, we may have insufficient funds available to operate our business prior to our Business Combination. Moreover, we may need to obtain additional financing either to complete our Business Combination or because we become obligated to redeem a significant number of our public shares upon consummation of our Business Combination, in which case we may issue additional securities or incur debt in connection with such Business Combination. Subject to compliance with applicable securities laws, we would only complete such financing simultaneously with the completion of our Business Combination. If we are unable to complete our Business Combination because we do not have sufficient funds available to us, we will be forced to cease operations and liquidate the Trust Account. In addition, following our Business Combination, if cash on hand is insufficient, we may need to obtain additional financing in order to meet our obligations.

~~None.~~Off-Balance Sheet Arrangements

~~Item~~We did ~~1A.~~not ~~Risk~~have ~~Factors~~any off-balance sheet arrangements as of June 30, 2021.

~~Factors that could cause our~~Contractual actual results to differ materially from those in this report include the risk factors described in our Annual Report on Form 10-KA filed with the SEC on May 25, 2021. As of the date of this Report, other than as described below, there have been no material changes to the risk factors disclosed in our final prospectus filed with the SEC.Obligations

~~The~~We do ~~securities~~not inhave ~~which~~any welong-term ~~invest~~debt, ~~the~~capital ~~funds held~~lease inobligations, ~~the~~operating ~~Trust~~lease ~~Account~~obligations ~~could~~or ~~bear~~long-term liabilities, other than an agreement to pay the Sponsor a ~~negative~~monthly ~~rate~~fee of ~~interest~~$10,000 ~~which~~for ~~could~~office ~~reduce~~space, ~~the~~utilities ~~value~~and ofsecretarial and administrative support to the ~~assets~~Company. ~~held~~We began inincurring ~~trust~~these ~~such~~fees ~~that~~on ~~the per-share~~September ~~redemption~~14, ~~amount~~2020 ~~received~~and bywill ~~public~~continue ~~stockholders~~to ~~may~~incur bethese ~~less~~fees ~~than~~monthly ~~$10.00~~until ~~per~~the ~~share~~earlier of the completion of the Business Combination and the Company’s liquidation.

The ~~proceeds held in the Trust~~ ~~Account~~underwriters are ~~invested~~entitled ~~only~~to ~~in U.S. government treasury obligations with~~ a ~~maturity~~deferred offee 185 days or less or in money market funds meeting certain conditions under Rule 2a-7 under the Investment Company Act, which invest only in direct U.S. government treasury obligations. While short-term U.S. government treasury obligations currently yield a positive rate of ~~interest~~$6,037,500 ~~they have briefly yielded negative interest rates~~ in ~~recent~~the ~~years~~aggregate. ~~Central~~The ~~banks~~deferred infee ~~Europe~~will ~~and~~be ~~Japan~~waived ~~pursued~~by ~~interest rates below zero in recent years, and~~ the ~~Open~~underwriters ~~Market Committee of the Federal Reserve has not ruled out the possibility that it may~~ in the ~~future adopt similar policies in the United States.~~ ~~In the~~ event that wethe ~~are~~Company ~~unable~~does tonot complete ~~our~~a ~~initial~~Business ~~business combination or make certain amendments to our Amended and Restated Certificate of Incorporation~~Combination, ~~our~~subject ~~public stockholders are entitled~~ to ~~receive their pro-rata share of~~ the ~~proceeds~~terms ~~held in the Trust Account, plus any interest income not released to us, net~~ of ~~taxes payable. Negative interest rates could impact~~ the ~~per-share~~underwriting ~~redemption amount that may be received by public stockholders~~agreement.

~~Item~~Critical Accounting ~~2. Unregistered Sales of Equity Securities and Use of Proceeds.~~Policies

~~On September 17, 2020, we~~The ~~consummated~~preparation ~~the~~of ~~Initial~~condensed ~~Public~~financial ~~Offering~~statements ofand ~~17,250,000~~related ~~Units,~~disclosures ~~which~~in ~~includes~~conformity ~~the~~with ~~full~~accounting ~~exercise~~principles bygenerally ~~the~~accepted ~~underwriters of~~ in the ~~over-allotment option~~United toStates ~~purchase~~of anAmerica ~~additional~~requires ~~2,250,000~~management ~~Units~~to onmake ~~September~~estimates ~~24,~~and ~~2020.~~assumptions ~~The~~that ~~Units~~affect ~~sold in~~ the ~~Initial~~reported ~~Public~~amounts ~~Offering~~of ~~were~~assets ~~sold~~and ~~at an~~liabilities, ~~offering~~disclosure ~~price~~ of ~~$10.00~~contingent ~~per~~assets ~~unit,~~and ~~generating~~liabilities ~~total~~at ~~gross~~the ~~proceeds~~date of ~~$172,500,000.~~the B.financial ~~Riley FBR~~statements, ~~Inc.,~~and ~~acted~~income asand ~~sole~~expenses ~~book-running~~during ~~manager. The securities in~~ the ~~offering~~periods ~~were~~reported. Actual ~~registered~~results ~~under~~could ~~the~~materially ~~Securities~~differ ~~Act~~from onthose ~~a registration statement on Form S-1 (No~~estimates. ~~333-248214).~~We ~~The Securities~~have ~~and~~identified ~~Exchange Commission declared~~ the ~~registration~~following ~~statement~~critical ~~effective~~accounting ~~on September 14, 2020.~~policies:

Simultaneous with the consummation of the Initial Public Offering and the closing of the over-allotment option, we consummated the private placement of an aggregate of 5,200,000 warrants at a price of $1.00 per Private Placement Warrant~~, generating total proceed of $5,200,000. The issuance was made pursuant to~~ ~~the exemption from registration contained in Section 4(a)(2) of the Securities Act.~~Liabilities

~~The Private Placement Warrants~~We ~~are~~account ~~identical~~for to the warrants ~~underlying~~issued ~~the~~in ~~Units~~connection ~~sold~~with inour ~~the~~ Initial Public Offering, ~~except~~in ~~that~~accordance with the ~~Private~~guidance ~~Placement~~contained ~~Warrants~~in ~~are~~ASC 815 under which the warrants do not ~~transferable~~meet the criteria for equity treatment and must be recorded as liabilities. Accordingly, ~~assignable~~we orclassify ~~salable~~the ~~until~~warrants as 30liabilities ~~days~~at ~~after~~their fair value and adjust the ~~completion~~warrants ofto afair ~~Business~~value ~~Combination,~~at each reporting period. This liability is subject to ~~certain~~re-measurement at ~~limited~~each ~~exceptions~~balance sheet date until exercised, and any change in fair value is recognized in our statements of operations.

~~Of the gross proceeds received~~Class ~~from~~A ~~the~~Common ~~Initial~~Stock ~~Public~~Subject ~~Offering,~~to ~~the~~Possible ~~full exercise of the over-allotment option and the Private Placement Warrants, $172,500,000 was placed in the Trust Account.~~Redemption

We account ~~paid~~for aour ~~total~~shares of ~~$3,450,000~~Class A common stock subject to possible redemption in accordance with the guidance in Accounting Standards ~~underwriting~~Codification ~~discounts~~(“ASC”) ~~and~~Topic ~~commissions~~480 ~~and~~“Distinguishing ~~$415,066~~Liabilities ~~for~~from ~~other~~Equity.” ~~costs~~Shares of Class A common stock subject to mandatory redemption is classified as a liability instrument and ~~expenses~~is ~~related~~measured at fair value. Conditionally redeemable common stock (including common stock that features redemption rights that are either within the control of the holder or subject to redemption upon the ~~Initial~~occurrence ~~Public~~of ~~Offering~~uncertain events not solely within our control) is classified as temporary equity. InAt ~~addition~~all other times, common stock is classified as stockholders’ equity. Our common stock features certain redemption rights that are considered to be outside of our control and subject to occurrence of uncertain future events. Accordingly, the ~~underwriters~~Class ~~agreed~~A common stock subject to ~~defer~~possible $6redemption is presented as temporary equity,~~037,500~~ inoutside ~~underwriting~~of ~~discounts~~the ~~and~~stockholders’ ~~commissions~~equity section of our unaudited condensed balance sheets.

~~Item 3. Defaults Upon Senior Securities.~~21

~~None.~~Net Loss per Common Share

~~Item~~We apply 4the two-class method in calculating earnings per share. ~~Mine~~Net ~~Safety~~income ~~Disclosures~~(loss) per common share, basic and diluted for common stock subject to possible redemption is calculated by dividing the interest income earned on the Trust Account, net of applicable taxes, if any, by the weighted average number of shares of common stock subject to possible redemption outstanding for the period. Net income (loss) per common share, basic and diluted for and non-redeemable common stock is calculated by dividing net loss less income attributable to common stock subject to possible redemption, by the weighted average number of shares of non-redeemable common stock outstanding for the period presented.

~~Not~~Recent accounting ~~Applicable.~~standards

~~Item~~In August 52020, the FASB issued ASU No. 2020-06, “Debt—Debt with Conversion and Other ~~Information~~Options (Subtopic 470-20) and Derivatives and Hedging—Contracts in Entity’s Own Equity (Subtopic 815-40): Accounting for Convertible Instruments and Contracts in an Entity’s Own Equity” (“ASU 2020-06”), which simplifies accounting for convertible instruments by removing major separation models required under current GAAP. ASU 2020-06 removes certain settlement conditions that are required for equity contracts to qualify for the derivative scope exception and it also simplifies the diluted earnings per share calculation in certain areas. ASU 2020-06 is effective for fiscal years beginning after December 15, 2023, including interim periods within those fiscal years, with early adoption permitted.

~~None~~Management does not believe that any other recently issued, but not yet effective, accounting standards, if currently adopted, would have a material effect on our condensed financial statements.

18Item 3. Quantitative and Qualitative Disclosures About Market Risk

~~Item~~As of 6June 30, 2021, we were not subject to any market or interest rate risk. Following ~~Exhibits~~the consummation of our Initial Public Offering, the net proceeds of our Initial Public Offering, including amounts in the Trust Account, have been invested in U.S. government treasury bills, notes or bonds with a maturity of 180 days or less or in certain money market funds that invest solely in U.S. treasuries. Due to the short-term nature of these investments, we believe there will be no associated material exposure to interest rate risk.

~~The following exhibits are filed as part of, or~~Item ~~incorporated~~4. byControls ~~reference~~and ~~into, this Quarterly Report on Form 10-Q.~~Procedures

No.		Description of Exhibit
31.1*		Certification of Principal Executive Officer and Principal Financial Officer Pursuant to Securities Exchange Act Rules 13a-14(a) and 15(d)-14(a), as adopted Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002
32.1**		Certification of Principal Executive Officer and Principal Financial Officer Pursuant to 18 U.S.C. Section 1350, as adopted Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002
101.INS*		XBRL Instance Document
101.CAL*		XBRL Taxonomy Extension Calculation Linkbase Document
101.SCH*		XBRL Taxonomy Extension Schema Document
101.DEF*		XBRL Taxonomy Extension Definition Linkbase Document
101.LAB*		XBRL Taxonomy Extension Labels Linkbase Document
101.PRE*		XBRL Taxonomy Extension Presentation Linkbase Document

Evaluation of Disclosure Controls and Procedures

*Disclosure controls ~~Filed~~and ~~herewith.~~procedures **are ~~Furnished~~designed to ensure that information required to be disclosed by us in our Exchange Act reports is recorded, processed, summarized, and reported within the time periods specified in the SEC’s rules and forms, and that such information is accumulated and communicated to our management, including our principal executive officer and principal financial officer or persons performing similar functions, as appropriate to allow timely decisions regarding required disclosure.

1922

~~SIGNATURES~~Our internal control over financial reporting did not result in the proper classification of our warrants. Our warrants have been accounted for as equity within our balance sheet since our inception. On April 12, 2021, the SEC Staff issued the SEC Staff Statement in which the SEC Staff expressed its view that certain terms and conditions common to SPAC warrants may require the warrants to be classified as liabilities on the SPAC’s balance sheet as opposed to equity. After discussion and evaluation, taking into consideration the SEC Staff Statement, including with our independent auditors, we have concluded that our warrants should be presented as liabilities with subsequent fair value remeasurement.

InUnder the ~~accordance~~supervision and with the ~~requirements~~participation of our management, including our principal executive officer and principal financial and accounting officer, we conducted an evaluation of the effectiveness of our disclosure controls and procedures as of the end of the fiscal quarter ended June 30, 2021, as such term is defined in Rules 13a-15(e) and 15d-15(e) under the Exchange Act. Based on this evaluation, our principal executive officer and principal financial and accounting officer have concluded that during the ~~registrant~~period ~~caused~~covered by this report, toour bedisclosure controls ~~signed~~and onprocedures ~~its~~contained ~~behalf~~a bymaterial weakness that arose from the ~~undersigned,~~above ~~thereunto~~statement ~~duly~~surrounding ~~authorized~~the previous accounting treatment of our warrants and were not considered effective as of June 30, 2021.

	SOFTWARE ACQUISITION GROUP INC. II
Date: May 25, 2021	By:	/s/ Jonathan S. Huberman
	Name:	Jonathan S. Huberman
	Title:	Chief Executive Officer and Chief Financial Officer
		(Principal Executive Officer and Principal Accounting and Financial Officer)

To respond to this material weakness, we have devoted, and plan to continue to devote, significant effort and resources to the remediation and improvement of our internal control over financial reporting. While we have processes to identify and appropriately apply applicable accounting requirements, we plan to enhance these processes to better evaluate our research and understanding of the nuances of the complex accounting standards that apply to our financial statements. Our plans at this time include providing enhanced access to accounting literature, research materials and documents and increased communication among our personnel and third-party professionals with whom we consult regarding complex accounting applications. The elements of our remediation plan can only be accomplished over time, and we can offer no assurance that these initiatives will ultimately have the intended effects.

20Changes in Internal Control over Financial Reporting

During the quarter ended June 30, 2021, there has been no change in our internal control over financial reporting that has materially affected, or is reasonably likely to materially affect, our internal control over financial reporting, as the circumstances that led to the material weakness described above had not yet been identified. We are in the process of implementing changes to our internal control over financial reporting to remediate such material weaknesses, as more fully described above. The elements of our remediation plan can only be accomplished over time, and we can offer no assurance that these initiatives will ultimately have the intended effects.

PART II - OTHER INFORMATION

Item 1. Legal Proceedings.

None.

Item 1A. Risk Factors.

Factors that could cause our actual results to differ materially from those in this report include the risk factors described in our Annual Report on Form 10-K/A filed with the SEC on May 25, 2021. As of the date of this Report, other than as described below, there have been no material changes to the risk factors disclosed in our final prospectus filed with the SEC.

The securities in which we invest the funds held in the Trust Account could bear a negative rate of interest, which could reduce the value of the assets held in trust such that the per-share redemption amount received by public stockholders may be less than $10.00 per share.

The proceeds held in the Trust Account are invested only in U.S. government treasury obligations with a maturity of 185 days or less or in money market funds meeting certain conditions under Rule 2a-7 under the Investment Company Act, which invest only in direct U.S. government treasury obligations. While short-term U.S. government treasury obligations currently yield a positive rate of interest, they have briefly yielded negative interest rates in recent years. Central banks in Europe and Japan pursued interest rates below zero in recent years, and the Open Market Committee of the Federal Reserve has not ruled out the possibility that it may in the future adopt similar policies in the United States. In the event that we are unable to complete our initial business combination or make certain amendments to our Amended and Restated Certificate of Incorporation, our public stockholders are entitled to receive their pro-rata share of the proceeds held in the Trust Account, plus any interest income not released to us, net of taxes payable. Negative interest rates could impact the per-share redemption amount that may be received by public stockholders.

Item 2. Unregistered Sales of Equity Securities and Use of Proceeds.

On September 17, 2020, we consummated the Initial Public Offering of 17,250,000 Units, which includes the full exercise by the underwriters of the over-allotment option to purchase an additional 2,250,000 Units on September 24, 2020. The Units sold in the Initial Public Offering were sold at an offering price of $10.00 per unit, generating total gross proceeds of $172,500,000. B. Riley FBR, Inc., acted as sole book-running manager. The securities in the offering were registered under the Securities Act on a registration statement on Form S-1 (No. 333-248214). The Securities and Exchange Commission declared the registration statement effective on September 14, 2020.

Simultaneous with the consummation of the Initial Public Offering and the closing of the over-allotment option, we consummated the private placement of an aggregate of 5,200,000 warrants at a price of $1.00 per Private Placement Warrant, generating total proceed of $5,200,000. The issuance was made pursuant to the exemption from registration contained in Section 4(a)(2) of the Securities Act.

The Private Placement Warrants are identical to the warrants underlying the Units sold in the Initial Public Offering, except that the Private Placement Warrants are not transferable, assignable or salable until 30 days after the completion of a Business Combination, subject to certain limited exceptions.

Of the gross proceeds received from the Initial Public Offering, the full exercise of the over-allotment option and the Private Placement Warrants, $172,500,000 was placed in the Trust Account.

We paid a total of $3,450,000 underwriting discounts and commissions and $415,066 for other costs and expenses related to the Initial Public Offering. In addition, the underwriters agreed to defer $6,037,500 in underwriting discounts and commissions.

Item 3. Defaults Upon Senior Securities.

None.

Item 4. Mine Safety Disclosures.

Not Applicable.

Item 5. Other Information.

None.

Item 6. Exhibits

The following exhibits are filed as part of, or incorporated by reference into, this Quarterly Report on Form 10-Q.

No.		Description of Exhibit
2.1		Amendment, dated July 10, 2021, to Business Combination Agreement, dated as of January 31, 2021, by and among Software Acquisition Group Inc. II, Butterbur Merger Sub Inc. and Otonomo Technologies Ltd. (incorporated by reference to Exhibit 2.1 to the Current Report on Form 8-K of Software Acquisition Group Inc. II (File No. 001-39514) filed on July 12, 2021)
31.1*		Certification of Principal Executive Officer and Principal Financial Officer Pursuant to Securities Exchange Act Rules 13a-14(a) and 15(d)-14(a), as adopted Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002
32.1**		Certification of Principal Executive Officer and Principal Financial Officer Pursuant to 18 U.S.C. Section 1350, as adopted Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002
101.INS*		Inline XBRL Instance Document.
101.SCH*		Inline XBRL Taxonomy Extension Schema Document.
101.CAL*		Inline XBRL Taxonomy Extension Calculation Linkbase Document.
101.DEF*		Inline XBRL Taxonomy Extension Definition Linkbase Document.
101.LAB*		Inline XBRL Taxonomy Extension Label Linkbase Document.
101.PRE*		Inline XBRL Taxonomy Extension Presentation Linkbase Document.
104*		Cover Page Interactive Data File (formatted as Inline XBRL and contained in Exhibit 101).

*	Filed herewith.
**	Furnished.

SIGNATURES

In accordance with the requirements of the Exchange Act, the registrant caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.

	SOFTWARE ACQUISITION GROUP INC. II

Date: August 13, 2021	By:	/s/ Jonathan S. Huberman
	Name:	Jonathan S. Huberman
	Title:	Chief Executive Officer and Chief Financial Officer
		(Principal Executive Officer and Principal Accounting and Financial Officer)

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