0001213900-20-031879.txt : 20201016 0001213900-20-031879.hdr.sgml : 20201016 20201016205821 ACCESSION NUMBER: 0001213900-20-031879 CONFORMED SUBMISSION TYPE: 4 PUBLIC DOCUMENT COUNT: 1 CONFORMED PERIOD OF REPORT: 20201014 FILED AS OF DATE: 20201016 DATE AS OF CHANGE: 20201016 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: Software Acquisition Holdings LLC CENTRAL INDEX KEY: 0001776907 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 4 SEC ACT: 1934 Act SEC FILE NUMBER: 001-39139 FILM NUMBER: 201245058 BUSINESS ADDRESS: STREET 1: 9261 WARBLER WAY CITY: LOS ANGELES STATE: CA ZIP: 90069 BUSINESS PHONE: 3109914982 MAIL ADDRESS: STREET 1: 9261 WARBLER WAY CITY: LOS ANGELES STATE: CA ZIP: 90069 ISSUER: COMPANY DATA: COMPANY CONFORMED NAME: CuriosityStream Inc. CENTRAL INDEX KEY: 0001776909 STANDARD INDUSTRIAL CLASSIFICATION: SERVICES-MOTION PICTURE & VIDEO TAPE PRODUCTION [7812] IRS NUMBER: 000000000 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 BUSINESS ADDRESS: STREET 1: 8484 GEORGIA AVE. STREET 2: SUITE 700 CITY: SILVER SPRING STATE: MD ZIP: 20910 BUSINESS PHONE: 301-755-2050 MAIL ADDRESS: STREET 1: 8484 GEORGIA AVE. STREET 2: SUITE 700 CITY: SILVER SPRING STATE: MD ZIP: 20910 FORMER COMPANY: FORMER CONFORMED NAME: Software Acquisition Group Inc. DATE OF NAME CHANGE: 20190515 4 1 ownership.xml X0306 4 2020-10-14 0 0001776909 CuriosityStream Inc. CUR 0001776907 Software Acquisition Holdings LLC C/O CURIOSITYSTREAM INC. 8484 GEORGIA AVE., STE. 700 SILVER SPRING MD 20910 0 0 0 1 Former 10% Owner Common Stock 2020-10-14 4 C 0 3737500 A 3737500 D Class B Common Stock 2020-10-14 4 C 0 3737500 D Common Stock 3737500 0 D Warrants 11.50 2020-10-14 4 J 0 3676000 1.00 A Common Stock 3676000 3676000 D As described in Issuer's Form 8-K (File No. 001-39139) under Item 2.01 Completion of Acquisition or Disposition of Assets, the Class B common stock, par value $0.0001 per share, were convertible on a one-for-one basis into common equity of the surviving entity upon the consummation of Issuer's initial business combination and had no expiration date. In connection with Issuer's business combination, such Class B common stock held by Software Acquisition Holdings LLC automatically converted into shares of common stock, par value $0.0001 per share, of CuriosityStream Inc. These shares represent Class B common stock held by Software Acquisition Holdings LLC (the "Sponsor") acquired pursuant to a subscription agreement by and between the Sponsor and the issuer, and reflect a 1.04-to-one stock split of the Class B common stock, approved by the issuer's board of directors on November 19, 2019. Jonathan S. Huberman, a member of Issuer's board of directors, Mike Nikzad, a member of Issuer's board of directors, and AKN Investments II, LLC are the managing members of the Sponsor and have voting and investment discretion with respect to the securities held by the Sponsor. As such, Messrs. Huberman and Nikzad and AKN Investments II, LLC may be deemed to share beneficial ownership of the shares of the securities held directly by the Sponsor. Each of Messrs. Huberman and Nikzad and AKN Investments II, LLC disclaims any beneficial ownership of the reported shares other than to the extent of any pecuniary interest it may have therein, directly or indirectly. The reporting person purchased 4,740,000 warrants in a private placement on November 22, 2019 in connection with the Issuer's initial public offering at a price of $1.00 per warrant. The warrants were not exercisable until 30 days following the the closing of the initial business combination of the Issuer, a material outside condition. Immediately prior to the Software Acquisition Group Inc.'s business combination with CuriosityStream Inc., the reporting person forfeited 1,064,000 warrants to the Issuer for no additional consideration. The warrants will become exercisable, if at all, at the later of (i) 30 days after the completion of Issuer's initial business combination and (ii) 12 months from the effective date of the registration statement relating to an initial public offering. The warrants will expire on the fifth anniversary of the completion of Issuer's initial business combination or earlier upon redemption or liquidation, as described under the heading "Description of Securities - Redeemable Warrants" in the Issuer's registration statement on Form S-1 (File No. 333-234327). /s/ Jonathan S. Huberman, Authorized Signatory 2020-10-16