SWAGW / Stran & Company, Inc. - Equity Warrant - Pengajuan SECLaporan Tahunan, Pernyataan Proksi

NOGNQ / Nogin, Inc. / CVI Investments, Inc. - SC 13G/A Passive Investment

CUSIP No: 65528N204 SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G (Rule 13d-102) INFORMATION TO BE INCLUDED IN STATEMENTS FILED PURSUANT TO § 240.13d-1(b), (c) AND (d) AND AMENDMENTS THERETO FILED PURSUANT TO § 240.13d-2. (Amendment No. 1)* Nogin, Inc. (Name of Issuer) Common Stock, $0.0001 par value per share (Title of Class of Securities) 65528N204 (CUSIP Number) Septemb

As filed with the Securities and Exchange Commission on May 10, 2024

As filed with the Securities and Exchange Commission on May 10, 2024 Registration Statement Nos.

As filed with the Securities and Exchange Commission on May 10, 2024

As filed with the Securities and Exchange Commission on May 10, 2024 Registration Statement No.

As filed with the Securities and Exchange Commission on May 10, 2024

As filed with the Securities and Exchange Commission on May 10, 2024 Registration Statement Nos.

As filed with the Securities and Exchange Commission on May 10, 2024

As filed with the Securities and Exchange Commission on May 10, 2024 Registration Statement No.

As filed with the Securities and Exchange Commission on May 10, 2024

As filed with the Securities and Exchange Commission on May 10, 2024 Registration Statement No.

Entry into a Material Definitive Agreement, Termination of a Material Definitive Agreement, Bankruptcy or Receivership

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of Report (Date of earliest event reported): May 3, 2024 Nogin, Inc. (Exact name of registrant as specified in its charter) Delaware 001-40682 86-1370703 (State or other jurisdiction of incorporation) (Commission File Number) (I

Financial Statements and Exhibits, Bankruptcy or Receivership

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of Report (Date of earliest event reported): March 28, 2024 Nogin, Inc. (Exact name of registrant as specified in its charter) Delaware 001-40682 86-1370703 (State or other jurisdiction of incorporation) (Commission File Number)

IN THE UNITED STATES BANKRUPTCY COURT FOR THE DISTRICT OF DELAWARE

Exhibit 10.1 IN THE UNITED STATES BANKRUPTCY COURT FOR THE DISTRICT OF DELAWARE ) In re: ) Chapter 11 ) Nogin, Inc., et al., ) Case No. 23-11945 (CTG) ) Debtors.1 ) ) (Jointly Administered) ) ) Re: Docket No. 407 ORDER CONFIRMING FIRST AMENDED JOINT CHAPTER 11 PLAN OF NOGIN, INC. AND ITS DEBTOR AFFILIATES Upon the filing by Nogin, Inc., Nogin Commerce, Inc., and Native Brands Group LLC, as debtors

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 FORM 12b-25 NOTIFICATION OF LATE FILING (Check One): ☒ Form 10-K ☐ Form 20-F ☐ Form 11-K ☐ Form 10-Q ☐ Form 10-D ☐ Form N-CEN ☐ Form N-CSR

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 FORM 12b-25 NOTIFICATION OF LATE FILING (Check One): ☒ Form 10-K ☐ Form 20-F ☐ Form 11-K ☐ Form 10-Q ☐ Form 10-D ☐ Form N-CEN ☐ Form N-CSR For Period Ended: December 31, 2023 ☐ Transition Report on Form 10-K ☐ Transition Report on Form 20-F ☐ Transition Report on Form 11-K ☐ Transition Report on Form 10-Q For the Transition Period Ended: Read Instruction (on back page) Before Preparing Form.

(Grant Thornton Letterhead)

Exhibit 16.1 (Grant Thornton Letterhead) March 27, 2024 U.S. Securities and Exchange Commission Office of the Chief Accountant 100 F Street, NE Washington, DC 20549 Re: Nogin, Inc. File No. 001-40682 Dear Sir or Madam: We have read Item 4.01 of Form 8-K of Nogin, Inc. dated March 27, 2024, and agree with the statements concerning our Firm contained therein. Very truly yours, /s/ GRANT THORNTON LLP

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of Report (Date of earliest event reported): March 21, 2024 Nogin, Inc. (Exact

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of Report (Date of earliest event reported): March 21, 2024 Nogin, Inc. (Exact name of registrant as specified in its charter) Delaware 001-40682 86-1370703 (State or other jurisdiction of incorporation) (Commission File Number)

US65528N2045 / Nogin, Inc. / CVI Investments, Inc. - SC 13G Passive Investment

SC 13G 1 tm244732d22sc13g.htm SC 13G CUSIP No: 65528N204 SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G (Rule 13d-102) INFORMATION TO BE INCLUDED IN STATEMENTS FILED PURSUANT TO § 240.13d-1(b), (c) AND (d) AND AMENDMENTS THERETO FILED PURSUANT TO § 240.13d-2. (Amendment No. )* Nogin, Inc. (Name of Issuer) Common Stock, $0.0001 par value per share (Title of Class of Securiti

US65528N2045 / Nogin, Inc. / TENOR CAPITAL MANAGEMENT Co., L.P. Passive Investment

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 SCHEDULE 13G Under the Securities Exchange Act of 1934 (Amendment No.

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of Report (Date of earliest event reported): December 13, 2023 Nogin, Inc. (Ex

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of Report (Date of earliest event reported): December 13, 2023 Nogin, Inc. (Exact name of registrant as specified in its charter) Delaware 001-40682 86-1370703 (State or other jurisdiction of incorporation) (Commission File Numb

Entry into a Material Definitive Agreement, Triggering Events That Accelerate or Increase a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement, Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement of a Registrant, Other Events, Bankruptcy or Receivership

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of Report (Date of earliest event reported): December 5, 2023 Nogin, Inc. (Exact name of registrant as specified in its charter) Delaware 001-40682 86-1370703 (State or other jurisdiction of incorporation) (Commission File Numbe

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 September 30, 2023 ☐ TRANSITION REPO

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 September 30, 2023 OR ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For transition period from to Commission File Number 001-40682 Nogin, Inc

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 FORM 12b-25 NOTIFICATION OF LATE FILING (Check One): ☐ Form 10-K ☐ Form 20-F ☐ Form 11-K ☒ Form 10-Q ☐ Form 10-D ☐ Form N-CEN ☐ Form N-CSR For Period Ended: September 30, 2023 ☐ Tr

NT 10-Q UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 FORM 12b-25 NOTIFICATION OF LATE FILING (Check One): ☐ Form 10-K ☐ Form 20-F ☐ Form 11-K ☒ Form 10-Q ☐ Form 10-D ☐ Form N-CEN ☐ Form N-CSR For Period Ended: September 30, 2023 ☐ Transition Report on Form 10-K ☐ Transition Report on Form 20-F ☐ Transition Report on Form 11-K ☐ Transition Report on Form 10-Q For the Transition Period Ended: Read Instruction (on back page) Before Preparing Form.

US65528N2045 / Nogin, Inc. / TENOR CAPITAL MANAGEMENT Co., L.P. - NOGIN, INC. Passive Investment

SC 13G 1 p23-2757sc13g.htm NOGIN, INC. SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G Under the Securities Exchange Act of 1934 (Amendment No. )* Nogin, Inc. (Name of Issuer) Common stock, par value $0.0001 per share (Title of Class of Securities) 65528N204 (CUSIP Number) April 4, 2023 (Date of Event Which Requires Filing of this Statement) Check the appropriate box to desi

JOINT FILING AGREEMENT PURSUANT TO RULE 13d-1(k)

EX-99.1 2 p23-2757exhibit99.htm JOINT FILING AGREEMENT EXHIBIT 99.1 JOINT FILING AGREEMENT PURSUANT TO RULE 13d-1(k) The undersigned acknowledge and agree that the foregoing statement on Schedule 13G is filed on behalf of each of the undersigned and that all subsequent amendments to this statement on Schedule 13G shall be filed on behalf of each of the undersigned without the necessity of filing a

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of Report (Date of earliest event reported): October 30, 2023 Nogin, Inc. (Exa

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of Report (Date of earliest event reported): October 30, 2023 Nogin, Inc. (Exact name of registrant as specified in its charter) Delaware 001-40682 86-1370703 (State or other jurisdiction of incorporation) (Commission File Numbe

Nogin, Inc. 7,333,334 Shares of Common Stock 7,333,334 Common Warrants 7,333,334 shares of Common Stock Underlying the Common Warrants

Filed pursuant to Rule 424(b)(3) SEC File No. 333-269765 PROSPECTUS SUPPLEMENT NO. 7 (to Prospectus dated April 4, 2023) Nogin, Inc. 7,333,334 Shares of Common Stock 7,333,334 Common Warrants 7,333,334 shares of Common Stock Underlying the Common Warrants This prospectus supplement updates, amends and supplements the prospectus dated April 4, 2023 (as supplemented or amended from time to time, the

Nogin, Inc. 1,069,334 Shares of Common Stock Issuable Upon Exercise of Warrants 3,801,966 Shares of Common Stock 9,982,754 Warrants

Filed pursuant to Rule 424(b)(3) SEC File No. 333-267449 PROSPECTUS SUPPLEMENT NO. 7 (to Prospectus dated May 12, 2023) Nogin, Inc. 1,069,334 Shares of Common Stock Issuable Upon Exercise of Warrants 3,801,966 Shares of Common Stock 9,982,754 Warrants This prospectus supplement updates, amends and supplements the prospectus dated May 12, 2023 (as supplemented or amended from time to time, the “Pro

As filed with the Securities and Exchange Commission on September 28, 2023

As filed with the Securities and Exchange Commission on September 28, 2023 Registration No.

Filing Fee Table.

Exhibit 107 CALCULATION OF FILING FEE TABLE Form S-8 (Form Type) Nogin, Inc. (Exact Name of Registrant as Specified in its Charter) Table 1: Newly Registered Securities Security Type Security Class Title Fee Calculation Rate Amount Registered(1) Proposed Maximum Offering Price Per Share(3) Maximum Aggregate Offering Price(3) Fee Rate Amount of Registration Fee Equity Common stock, $0.0001 par valu

Disclaimer Forward-Looking Statements Certain statements included in this presentation are not historical facts but are forward-looking statements for purposes of the safe harbor provisions under the United States Private Securities Litigation Reform

EX-99.1 Exhibit 99.1 A Smarter Way to Sell Online INVESTOR PRESENTATION September 2023 Nasdaq: NOGN Disclaimer Forward-Looking Statements Certain statements included in this presentation are not historical facts but are forward-looking statements for purposes of the safe harbor provisions under the United States Private Securities Litigation Reform Act of 1995. Forward-looking statements generally

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of Report (Date of earliest event reported) September 11, 2023 Nogin, Inc. (Ex

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of Report (Date of earliest event reported) September 11, 2023 Nogin, Inc. (Exact name of registrant as specified in its charter) Delaware 001-40682 86-1370703 (State or other jurisdiction of incorporation) (Commission File Numb

Nogin, Inc. 7,333,334 Shares of Common Stock 7,333,334 Common Warrants 7,333,334 shares of Common Stock Underlying the Common Warrants

Filed pursuant to Rule 424(b)(3) SEC File No. 333-269765 PROSPECTUS SUPPLEMENT NO. 6 (to Prospectus dated April 4, 2023) Nogin, Inc. 7,333,334 Shares of Common Stock 7,333,334 Common Warrants 7,333,334 shares of Common Stock Underlying the Common Warrants This prospectus supplement updates, amends and supplements the prospectus dated April 4, 2023 (as supplemented or amended from time to time, the

Nogin, Inc. 1,069,334 Shares of Common Stock Issuable Upon Exercise of Warrants 3,801,966 Shares of Common Stock 9,982,754 Warrants

Filed pursuant to Rule 424(b)(3) SEC File No. 333-267449 PROSPECTUS SUPPLEMENT NO. 6 (to Prospectus dated May 12, 2023) Nogin, Inc. 1,069,334 Shares of Common Stock Issuable Upon Exercise of Warrants 3,801,966 Shares of Common Stock 9,982,754 Warrants This prospectus supplement updates, amends and supplements the prospectus dated May 12, 2023 (as supplemented or amended from time to time, the “Pro

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of Report (Date of earliest event reported): September 5, 2023 Nogin, Inc. (Ex

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of Report (Date of earliest event reported): September 5, 2023 Nogin, Inc. (Exact name of registrant as specified in its charter) Delaware 001-40682 86-1370703 (State or other jurisdiction of incorporation) (Commission File Numb

Nogin, Inc. 1,069,334 Shares of Common Stock Issuable Upon Exercise of Warrants 3,801,966 Shares of Common Stock 9,982,754 Warrants

Filed pursuant to Rule 424(b)(3) SEC File No. 333-267449 PROSPECTUS SUPPLEMENT NO. 5 (to Prospectus dated May 12, 2023) Nogin, Inc. 1,069,334 Shares of Common Stock Issuable Upon Exercise of Warrants 3,801,966 Shares of Common Stock 9,982,754 Warrants This prospectus supplement updates, amends and supplements the prospectus dated May 12, 2023 (as supplemented or amended from time to time, the “Pro

Nogin, Inc. 7,333,334 Shares of Common Stock 7,333,334 Common Warrants 7,333,334 shares of Common Stock Underlying the Common Warrants

Filed pursuant to Rule 424(b)(3) SEC File No. 333-269765 PROSPECTUS SUPPLEMENT NO. 5 (to Prospectus dated April 4, 2023) Nogin, Inc. 7,333,334 Shares of Common Stock 7,333,334 Common Warrants 7,333,334 shares of Common Stock Underlying the Common Warrants This prospectus supplement updates, amends and supplements the prospectus dated April 4, 2023 (as supplemented or amended from time to time, the

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q

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 June 30, 2023 OR ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For transition period from to Commission File Number 001-40682 Nogin, Inc. (Ex

Financial Statements and Exhibits, Results of Operations and Financial Condition

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of Report (Date of earliest event reported) August 14, 2023 Nogin, Inc. (Exact name of registrant as specified in its charter) Delaware 001-40682 86-1370703 (State or other jurisdiction of incorporation) (Commission File Number)

Nogin Reports Second Quarter 2023 Financial and Operational Results New Services Business Customers Expected to Drive Revenue Growth and Adjusted EBITDA Management Implementing Business Portfolio Optimization and Margin Enhancement Initiatives

EX-99.1 Exhibit 99.1 Nogin Reports Second Quarter 2023 Financial and Operational Results New Services Business Customers Expected to Drive Revenue Growth and Adjusted EBITDA Management Implementing Business Portfolio Optimization and Margin Enhancement Initiatives TUSTIN, California – August 14, 2023 – Nogin, Inc. (Nasdaq: NOGN, NOGNW) (“Nogin” or the “Company”), a leading provider of innovative C

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of Report (Date of earliest event reported): July 28, 2023 Nogin, Inc. (Exact

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of Report (Date of earliest event reported): July 28, 2023 Nogin, Inc. (Exact name of registrant as specified in its charter) Delaware 001-40682 86-1370703 (State or other jurisdiction of incorporation) (Commission File Number)

Nogin, Inc. 1,069,334 Shares of Common Stock Issuable Upon Exercise of Warrants 3,801,966 Shares of Common Stock 9,982,754 Warrants

424B3 Filed pursuant to Rule 424(b)(3) SEC File No. 333-267449 PROSPECTUS SUPPLEMENT NO. 4 (to Prospectus dated May 12, 2023) Nogin, Inc. 1,069,334 Shares of Common Stock Issuable Upon Exercise of Warrants 3,801,966 Shares of Common Stock 9,982,754 Warrants This prospectus supplement updates, amends and supplements the prospectus dated May 12, 2023 (as supplemented or amended from time to time, th

Nogin, Inc. 7,333,334 Shares of Common Stock 7,333,334 Common Warrants 7,333,334 shares of Common Stock Underlying the Common Warrants

424B3 Filed pursuant to Rule 424(b)(3) SEC File No. 333-269765 PROSPECTUS SUPPLEMENT NO. 4 (to Prospectus dated April 4, 2023) Nogin, Inc. 7,333,334 Shares of Common Stock 7,333,334 Common Warrants 7,333,334 shares of Common Stock Underlying the Common Warrants This prospectus supplement updates, amends and supplements the prospectus dated April 4, 2023 (as supplemented or amended from time to tim

Nogin, Inc. 7,333,334 Shares of Common Stock 7,333,334 Common Warrants 7,333,334 shares of Common Stock Underlying the Common Warrants

424B3 Filed pursuant to Rule 424(b)(3) SEC File No. 333-269765 PROSPECTUS SUPPLEMENT NO. 3 (to Prospectus dated April 4, 2023) Nogin, Inc. 7,333,334 Shares of Common Stock 7,333,334 Common Warrants 7,333,334 shares of Common Stock Underlying the Common Warrants This prospectus supplement updates, amends and supplements the prospectus dated April 4, 2023 (as supplemented or amended from time to tim

Amendment to the Nogin, Inc. 2022 Incentive Award Plan.

EX-10.1 Exhibit 10.1 AMENDMENT TO THE NOGIN, INC. 2022 INCENTIVE AWARD PLAN THIS AMENDMENT TO THE NOGIN, INC. INCENTIVE AWARD PLAN (this “Amendment”) is made and adopted by Nogin, Inc., a Delaware corporation (the “Company”). Capitalized terms used but not otherwise defined herein shall have the meanings ascribed to them in the Plan (as defined below). RECITALS WHEREAS, the Company maintains the N

Nogin, Inc. 1,069,334 Shares of Common Stock Issuable Upon Exercise of Warrants 3,801,966 Shares of Common Stock 9,982,754 Warrants

424B3 Filed pursuant to Rule 424(b)(3) SEC File No. 333-267449 PROSPECTUS SUPPLEMENT NO. 3 (to Prospectus dated May 12, 2023) Nogin, Inc. 1,069,334 Shares of Common Stock Issuable Upon Exercise of Warrants 3,801,966 Shares of Common Stock 9,982,754 Warrants This prospectus supplement updates, amends and supplements the prospectus dated May 12, 2023 (as supplemented or amended from time to time, th

Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers, Financial Statements and Exhibits, Submission of Matters to a Vote of Security Holders

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of Report (Date of earliest event reported): July 26, 2023 Nogin, Inc. (Exact name of registrant as specified in its charter) Delaware 001-40682 86-1370703 (State or other jurisdiction of incorporation) (Commission File Number)

Nogin, Inc. 7,333,334 Shares of Common Stock 7,333,334 Common Warrants 7,333,334 shares of Common Stock Underlying the Common Warrants

424B3 Filed pursuant to Rule 424(b)(3) SEC File No. 333-269765 PROSPECTUS SUPPLEMENT NO. 2 (to Prospectus dated April 4, 2023) Nogin, Inc. 7,333,334 Shares of Common Stock 7,333,334 Common Warrants 7,333,334 shares of Common Stock Underlying the Common Warrants This prospectus supplement updates, amends and supplements the prospectus dated April 4, 2023 (as supplemented or amended from time to tim

Nogin, Inc. 1,069,334 Shares of Common Stock Issuable Upon Exercise of Warrants 3,801,966 Shares of Common Stock 9,982,754 Warrants

424B3 Filed pursuant to Rule 424(b)(3) SEC File No. 333-267449 PROSPECTUS SUPPLEMENT NO. 2 (to Prospectus dated May 12, 2023) Nogin, Inc. 1,069,334 Shares of Common Stock Issuable Upon Exercise of Warrants 3,801,966 Shares of Common Stock 9,982,754 Warrants This prospectus supplement updates, amends and supplements the prospectus dated May 12, 2023 (as supplemented or amended from time to time, th

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of Report (Date of earliest event reported): July 10, 2023 Nogin, Inc. (Exact

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of Report (Date of earliest event reported): July 10, 2023 Nogin, Inc. (Exact name of registrant as specified in its charter) Delaware 001-40682 86-1370703 (State or other jurisdiction of incorporation) (Commission File Number)

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 (Amendment No. )

DEF 14A Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of Report (Date of earliest event reported) June 16, 2023 Nogin, Inc. (Exact n

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of Report (Date of earliest event reported) June 16, 2023 Nogin, Inc. (Exact name of registrant as specified in its charter) Delaware 001-40682 86-1370703 (State or other jurisdiction of incorporation) (Commission File Number) (

Nogin Appoints Arthur Stark and Shahriyar Rahmati to Board of Directors

EX-99.1 Exhibit 99.1 Nogin Appoints Arthur Stark and Shahriyar Rahmati to Board of Directors TUSTIN, California – June 20, 2023 – Nogin, Inc. (Nasdaq: NOGN, NOGNW) (“Nogin” or the “Company”), a leading provider of innovative Commerce-as-a-Service (“CaaS”), today announced that it has appointed Arthur Stark and Shahriyar Rahmati as new members of its Board of Directors (the “Board”), effective imme

Forward-Looking Statements Certain statements included in this presentation are not historical facts but are forward-looking statements for purposes of the safe harbor provisions under the United States Private Securities Litigation Reform Act of 199

EX-99.1 Exhibit 99.1 May 2023 nogin.com Forward-Looking Statements Certain statements included in this presentation are not historical facts but are forward-looking statements for purposes of the safe harbor provisions under the United States Private Securities Litigation Reform Act of 1995. Forward-looking statements generally relate to future events or the Company’s future financial or operating

Regulation FD Disclosure, Financial Statements and Exhibits

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of Report (Date of earliest event reported) May 31, 2023 Nogin, Inc. (Exact name of registrant as specified in its charter) Delaware 001-40682 86-1370703 (State or other jurisdiction of incorporation) (Commission File Number) (I

Nogin Reports First Quarter 2023 Financial and Operational Results Cost-Optimization and Commercial Initiatives Build Foundation for Future Profitable Growth Company Expects to be Cash Flow Positive During Q2 and for the Rest of 2023; Adjusted EBITDA

EX-99.1 Exhibit 99.1 Nogin Reports First Quarter 2023 Financial and Operational Results Cost-Optimization and Commercial Initiatives Build Foundation for Future Profitable Growth Company Expects to be Cash Flow Positive During Q2 and for the Rest of 2023; Adjusted EBITDA Positive for Second Half 2023 Record Quarterly Customer Wins Highlight Robust Demand and Strong Sales Pipeline Nogin Updates Ful

Nogin Reports First Quarter 2023 Financial and Operational Results Cost-Optimization and Commercial Initiatives Build Foundation for Future Profitable Growth Company Expects to be Cash Flow Positive During Q2 and for the Rest of 2023; Adjusted EBITDA

Exhibit 99.1 Nogin Reports First Quarter 2023 Financial and Operational Results Cost-Optimization and Commercial Initiatives Build Foundation for Future Profitable Growth Company Expects to be Cash Flow Positive During Q2 and for the Rest of 2023; Adjusted EBITDA Positive for Second Half 2023 Record Quarterly Customer Wins Highlight Robust Demand and Strong Sales Pipeline Nogin Updates Full Year 2

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of Report (Date of earliest event reported) May 15, 2023 Nogin, Inc. (Exact na

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of Report (Date of earliest event reported) May 15, 2023 Nogin, Inc. (Exact name of registrant as specified in its charter) Delaware 001-40682 86-1370703 (State or other jurisdiction of incorporation) (Commission File Number) (I

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K/A (Amendment No. 1) CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of Report (Date of earliest event reported) May 15, 2023 N

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K/A (Amendment No. 1) CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of Report (Date of earliest event reported) May 15, 2023 Nogin, Inc. (Exact name of registrant as specified in its charter) Delaware 001-40682 86-1370703 (State or other jurisdiction of incorporation) (Commis

Nogin, Inc. 7,333,334 Shares of Common Stock 7,333,334 Common Warrants 7,333,334 shares of Common Stock Underlying the Common Warrants

Filed pursuant to Rule 424(b)(3) SEC File No. 333-269765 PROSPECTUS SUPPLEMENT NO. 1 (to Prospectus dated April 4, 2023) Nogin, Inc. 7,333,334 Shares of Common Stock 7,333,334 Common Warrants 7,333,334 shares of Common Stock Underlying the Common Warrants This prospectus supplement updates, amends and supplements the prospectus dated April 4, 2023 (as supplemented or amended from time to time, the

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q

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 31, 2023 OR ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For transition period from to Commission File Number 001-40682 Nogin, Inc. (E

Nogin, Inc. 1,069,334 Shares of Common Stock Issuable Upon Exercise of Warrants 3,801,966 Shares of Common Stock 9,982,754 Warrants

Filed pursuant to Rule 424(b)(3) SEC File No. 333-267449 PROSPECTUS SUPPLEMENT NO. 1 (to Prospectus dated May 12, 2023) Nogin, Inc. 1,069,334 Shares of Common Stock Issuable Upon Exercise of Warrants 3,801,966 Shares of Common Stock 9,982,754 Warrants This prospectus supplement updates, amends and supplements the prospectus dated May 12, 2023 (as supplemented or amended from time to time, the “Pro

Nogin, Inc. 1,069,334 Shares of Common Stock Issuable Upon Exercise of Warrants 3,801,966 Shares of Common Stock 9,982,754 Warrants

424B3 Table of Contents Filed pursuant to Rule 424(b)(3) Registration No. 333-267449 PROSPECTUS Nogin, Inc. 1,069,334 Shares of Common Stock Issuable Upon Exercise of Warrants 3,801,966 Shares of Common Stock 9,982,754 Warrants This prospectus relates to the issuance by Nogin, Inc. (“we,” “us,” “our,” the “Company,” “Registrant,” and “Nogin”) of an aggregate of up to 1,069,334 shares of our common

As filed with the Securities and Exchange Commission on April 28, 2023 Registration No. 333-267449 UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 POST-EFFECTIVE AMENDMENT NO. 2 TO FORM S-1 REGISTRATION STATEMENT UNDER THE SEC

Table of Contents As filed with the Securities and Exchange Commission on April 28, 2023 Registration No.

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-K/A (Amendment No. 1) (Mark One) ☒ ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the fiscal year ended December 31, 2022 OR ☐ T

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-K/A (Amendment No. 1) (Mark One) ☒ ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the fiscal year ended December 31, 2022 OR ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Commission File Number 001-40682 Nogin, Inc. (Exact name of re

JOINT FILING AGREEMENT

EX-99.1 Exhibit 1 JOINT FILING AGREEMENT In accordance with Rule 13d-1(k)(1) promulgated under the Securities Exchange Act of 1934, as amended, the undersigned hereby agree that they are jointly filing this statement on Schedule 13D. Each of them is responsible for the timely filing of such statement and any amendments thereto, and for the completeness and accuracy of the information concerning su

US65528N1054 / NOGIN INC / HUBERMAN JONATHAN - SC 13D Activist Investment

SC 13D UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13D Under the Securities Exchange Act of 1934 (Amendment No. )* Nogin, Inc. (Name of Issuer) Common Stock (Title of Class of Securities) 65528N105 (CUSIP Number) Mike Bassiri 1775 Flight Way STE 400 Tustin, California 92782 (949) 222-0209 (Name, Address and Telephone Number of Person Authorized to Receive Notic

Lock-Up Agreement

EX-10 Exhibit 10 Lock-Up Agreement April 4, 2023 A.G.P./Alliance Global Partners 590 Madison Avenue, 28th Floor New York, New York 10022 Ladies and Gentlemen: This lock-up agreement (this “Lock-Up Agreement”) is being delivered to you in connection with the Securities Purchase Agreement (the “Purchase Agreement”), dated as of April 4, 2023, by and among Nogin, Inc. (the “Company”) and the investor

Lock-Up Agreement

EX-99.4 Exhibit 4 Lock-Up Agreement April 4, 2023 A.G.P./Alliance Global Partners 590 Madison Avenue, 28th Floor New York, New York 10022 Ladies and Gentlemen: This lock-up agreement (this “Lock-Up Agreement”) is being delivered to you in connection with the Securities Purchase Agreement (the “Purchase Agreement”), dated as of April 4, 2023, by and among Nogin, Inc. (the “Company”) and the investo

US65528N1054 / NOGIN INC / Choi Stephen - SC 13D/A Activist Investment

SC 13D/A UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13D Under the Securities Exchange Act of 1934 (Amendment No. 1)* Nogin, Inc. (Name of Issuer) Common Stock (Title of Class of Securities) 65528N105 (CUSIP Number) Stephen Choi 300 Meters South Mall Santa Ana, Puerto De Hierro #5, Santa Ana San Jose, CA 10903 +506 87254550 (Name, Address and Telephone Number o

Lock-Up Agreement

EX-4 Exhibit 4 Lock-Up Agreement April 4, 2023 A.G.P./Alliance Global Partners 590 Madison Avenue, 28th Floor New York, New York 10022 Ladies and Gentlemen: This lock-up agreement (this “Lock-Up Agreement”) is being delivered to you in connection with the Securities Purchase Agreement (the “Purchase Agreement”), dated as of April 4, 2023, by and among Nogin, Inc. (the “Company”) and the investors

US65528N1054 / NOGIN INC / Van Haeren Geoffrey - SC 13D/A Activist Investment

SC 13D/A UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13D Under the Securities Exchange Act of 1934 (Amendment No. 1)* Nogin, Inc. (Name of Issuer) Common Stock (Title of Class of Securities) 65528N105 (CUSIP Number) Mike Bassiri 1775 Flight Way STE 400 Tustin, California 92782 (949) 222-0209 (Name, Address and Telephone Number of Person Authorized to Receive No

Nogin, Inc. 21,386,688 Shares of Common Stock Issuable Upon Exercise of Warrants 76,235,936 Shares of Common Stock 9,982,754 Warrants

424B3 1 d485640d424b3.htm 424B3 Filed pursuant to Rule 424(b)(3) SEC File No. 333-267449 PROSPECTUS SUPPLEMENT NO. 10 (to Prospectus dated November 14, 2022) Nogin, Inc. 21,386,688 Shares of Common Stock Issuable Upon Exercise of Warrants 76,235,936 Shares of Common Stock 9,982,754 Warrants This prospectus supplement updates, amends and supplements the prospectus dated November 14, 2022 (as supple

Nogin, Inc. 7,333,334 shares of Common Stock 7,333,334 Common Warrants 7,333,334 shares of Common Stock Underlying the Common Warrants

424B4 Table of Contents Filed Pursuant to Rule 424(b)(4) Registration No.333-269765 PROSPECTUS Nogin, Inc. 7,333,334 shares of Common Stock 7,333,334 Common Warrants 7,333,334 shares of Common Stock Underlying the Common Warrants We are offering on a “reasonable best efforts” 7,333,334 shares of our common stock, $0.0001 par value per share (“common stock”), at $3.00 per share. Our shares of commo

Form of Common Warrant.

EX-4.1 Exhibit 4.1 COMMON STOCK PURCHASE WARRANT NOGIN, INC. Warrant Shares: Initial Exercise Date: [•], 2023 THIS COMMON STOCK PURCHASE WARRANT (the “Warrant”) certifies that, for value received, or its assigns (the “Holder”) is entitled, upon the terms and subject to the limitations on exercise and the conditions hereinafter set forth, at any time or times on or after the date hereof (the “Initi

Form of Purchase Agreement.

EX-10.1 Exhibit 10.1 SECURITIES PURCHASE AGREEMENT This SECURITIES PURCHASE AGREEMENT (this “Agreement”) is dated as of April 4, 2023, between Nogin, Inc., a Delaware corporation (the “Company”), and each purchaser identified on the signature pages hereto (each, including its successors and assigns, a “Purchaser” and collectively the “Purchasers”). WHEREAS, subject to the terms and conditions set

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of Report (Date of earliest event reported): April 4, 2023 Nogin, Inc. (Exact

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of Report (Date of earliest event reported): April 4, 2023 Nogin, Inc. (Exact name of registrant as specified in its charter) Delaware 001-40682 86-1370703 (State or other jurisdiction of incorporation) (Commission File Number)

Placement Agency Agreement, dated as of April 4, 2023, by and among Nogin, Inc. and A.G.P./Alliance Global.

EX-10.2 Exhibit 10.2 April 4, 2023 Nogin, Inc. 1775 Flight Way STE 400 Tustin, California 92782 Attn: Chief Executive Officer and President Dear Mr. Huberman: This letter (the “Agreement”) constitutes the agreement between A.G.P./Alliance Global Partners, as lead placement agent (the “Placement Agent”), and Nogin, Inc., a Delaware corporation (the “Company”), that the Placement Agent shall serve a

Nogin Announces Pricing of $22 Million Public Offering

EX-99.1 Exhibit 99.1 Nogin Announces Pricing of $22 Million Public Offering TUSTIN, California – April 4, 2023 – Nogin, Inc. (Nasdaq: NOGN) (“Nogin” or the “Company”), a leading provider of innovative Commerce-as-a-Service (CaaS) technology and services, today announced the pricing of its “reasonable best efforts” public offering of 7,333,334 shares of common stock (or pre-funded warrants in lieu

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of Report (Date of earliest event reported): March 31, 2023 Nogin, Inc. (Exact

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of Report (Date of earliest event reported): March 31, 2023 Nogin, Inc. (Exact name of registrant as specified in its charter) Delaware 001-40682 86-1370703 (State or other jurisdiction of incorporation) (Commission File Number)

Nogin, Inc. 1775 Flight Way STE 400 Tustin, CA 92782

CORRESP Nogin, Inc. 1775 Flight Way STE 400 Tustin, CA 92782 April 3, 2023 VIA EDGAR Office of Trade & Services Division of Corporation Finance U.S. Securities and Exchange Commission 100 F Street N.E. Washington, D.C. 20549 Re: Nogin, Inc. Registration Statement on Form S-1, as amended File No. 333-269765 Ladies and Gentlemen: Pursuant to Rule 461 of Regulation C of the General Rules and Regulati

Nogin, Inc. 21,386,688 Shares of Common Stock Issuable Upon Exercise of Warrants 76,235,936 Shares of Common Stock 9,982,754 Warrants

424B3 Filed pursuant to Rule 424(b)(3) SEC File No. 333-267449 PROSPECTUS SUPPLEMENT NO. 9 (to Prospectus dated November 14, 2022) Nogin, Inc. 21,386,688 Shares of Common Stock Issuable Upon Exercise of Warrants 76,235,936 Shares of Common Stock 9,982,754 Warrants This prospectus supplement updates, amends and supplements the prospectus dated November 14, 2022 (as supplemented or amended from time

Filing Fee Table.

Exhibit 107 Calculation of Filing Fee Tables S-1 (Form Type) Nogin, Inc. (Exact Name of Registrant as Specified in its Charter) Table 1: Newly Registered Securities Security Type Security Class Title Fee Calculation or Carry Forward Rule Amount Registered(1) Proposed Maximum Offering Price Per Security Maximum Aggregate Offering Price(1)(2) Fee Rate Amount of Registration Fee Fees to Be Paid Equit

April 3, 2023

CORRESP April 3, 2023 VIA EDGAR U.S. Securities and Exchange Commission Division of Corporation Finance 100 F Street, N.E. Washington, D.C. 20549 Re: Nogin, Inc. Registration Statement on Form S-1 File No. 333-269765 Ladies and Gentlemen: In accordance with Rule 461 of the General Rules and Regulations promulgated under the Securities Act of 1933, as amended (the “Act”), A.G.P./ALLIANCE GLOBAL PAR

INDEX TO CONSOLIDATED FINANCIAL STATEMENTS Report of Independent Registered Public Accounting Firm (PCAOB ID Number 248) F-2 Consolidated Balance Sheets as of December 31, 2022 and 2021 F-4 Consolidated Statements of Operations for the Years ended De

EX-99.1 Exhibit 99.1 INDEX TO CONSOLIDATED FINANCIAL STATEMENTS Report of Independent Registered Public Accounting Firm (PCAOB ID Number 248) F-2 Consolidated Balance Sheets as of December 31, 2022 and 2021 F-4 Consolidated Statements of Operations for the Years ended December 31, 2022 and 2021 F-5 Consolidated Statements of Stockholders’ Equity for the Years ended December 31, 2022 and 2021 F-6 C

As filed with the Securities and Exchange Commission on March 31, 2023

POS EX As filed with the Securities and Exchange Commission on March 31, 2023 Registration No.

As filed with the Securities and Exchange Commission on April 3, 2023

Table of Contents As filed with the Securities and Exchange Commission on April 3, 2023 Registration No.

Nogin, Inc. 1775 Flight Way STE 400 Tustin, CA 92782

CORRESP Nogin, Inc. 1775 Flight Way STE 400 Tustin, CA 92782 March 31, 2023 VIA EDGAR Office of Trade & Services Division of Corporation Finance U.S. Securities and Exchange Commission 100 F Street N.E. Washington, D.C. 20549 Re: Nogin, Inc. Withdrawal of Acceleration Request—Registration Statement on Form S-1 File No. 333-269765 Ladies and Gentlemen: Reference is made to the letter from Nogin, In

Nogin, Inc. 1775 Flight Way STE 400 Tustin, CA 92782

CORRESP Nogin, Inc. 1775 Flight Way STE 400 Tustin, CA 92782 March 30, 2023 VIA EDGAR Office of Trade & Services Division of Corporation Finance U.S. Securities and Exchange Commission 100 F Street N.E. Washington, D.C. 20549 Re: Nogin, Inc. Withdrawal of Acceleration Request - Registration Statement on Form S-1 File No. 333-269765 Ladies and Gentlemen: Reference is made to the letter from Nogin,

Nogin, Inc. 1775 Flight Way STE 400 Tustin, CA 92782

CORRESP Nogin, Inc. 1775 Flight Way STE 400 Tustin, CA 92782 March 30, 2023 VIA EDGAR Office of Trade & Services Division of Corporation Finance U.S. Securities and Exchange Commission 100 F Street N.E. Washington, D.C. 20549 Re: Nogin, Inc. Registration Statement on Form S-1, as amended File No. 333-269765 Ladies and Gentlemen: Pursuant to Rule 461 of Regulation C of the General Rules and Regulat

As filed with the Securities and Exchange Commission on March 30 , 2023 Registration No. 333-269765 UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 Amendment No. 3 to FORM S-1 REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF

Table of Contents As filed with the Securities and Exchange Commission on March 30 , 2023 Registration No.

March 30, 2023

CORRESP March 30, 2023 VIA EDGAR U.S. Securities and Exchange Commission Division of Corporation Finance 100 F Street, N.E. Washington, D.C. 20549 Re: Nogin, Inc. Registration Statement on Form S-1 File No. 333-269765 Ladies and Gentlemen: In accordance with Rule 461 of the General Rules and Regulations promulgated under the Securities Act of 1933, as amended (the “Act”), A.G.P./ALLIANCE GLOBAL PA

Nogin, Inc. 21,386,688 Shares of Common Stock Issuable Upon Exercise of Warrants 76,235,936 Shares of Common Stock 9,982,754 Warrants

Filed pursuant to Rule 424(b)(3) SEC File No. 333-267449 PROSPECTUS SUPPLEMENT NO. 8 (to Prospectus dated November 14, 2022) Nogin, Inc. 21,386,688 Shares of Common Stock Issuable Upon Exercise of Warrants 76,235,936 Shares of Common Stock 9,982,754 Warrants This prospectus supplement updates, amends and supplements the prospectus dated November 14, 2022 (as supplemented or amended from time to ti

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of Report (Date of earliest event reported): March 28, 2023 Nogin, Inc. (Exact

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of Report (Date of earliest event reported): March 28, 2023 Nogin, Inc. (Exact name of registrant as specified in its charter) Delaware 001-40682 86-1370703 (State or other jurisdiction of incorporation) (Commission File Number)

Certificate of Amendment to the Second Amended and Restated Certificate of Incorporation of Nogin, Inc.

EX-3.1 2 d493290dex31.htm EX-3.1 Exhibit 3.1 CERTIFICATE OF AMENDMENT TO THE SECOND AMENDED AND RESTATED CERTIFICATE OF INCORPORATION OF NOGIN, INC. Nogin, Inc. (the “Corporation”), a corporation organized and existing under the General Corporation Law of the State of Delaware (the “DGCL”), does hereby certify as follows: 1. Article IV of the Second Amended and Restated Certificate of Incorporatio

Nogin 1-for-20 Reverse Stock Split to be Effective at 5:00 p.m. Eastern Daylight Time Today

EX-99.1 Exhibit 99.1 Nogin 1-for-20 Reverse Stock Split to be Effective at 5:00 p.m. Eastern Daylight Time Today TUSTIN, California – March 28, 2023 – Nogin (Nasdaq: NOGN) (“Nogin” or the “Company”), a leading provider of innovative Commerce-as-a-Service (CaaS) technology and services, today announced that it has filed a Certificate of Amendment to its Second Amended and Restated Certificate of In

Form of Common Warrant.

Exhibit 4.11 COMMON STOCK PURCHASE WARRANT NOGIN, INC. Warrant Shares: Initial Exercise Date: [•], 2023 THIS COMMON STOCK PURCHASE WARRANT (the “Warrant”) certifies that, for value received, or its assigns (the “Holder”) is entitled, upon the terms and subject to the limitations on exercise and the conditions hereinafter set forth, at any time or times on or after the date hereof (the “Initial Exe

Supplemental Indenture, dated as of March 26, 2023, by and among Nogin, Inc., the guarantors named therein and U.S. Bank Trust Company, National Association, as trustee and collateral agent.

EX-4.1 Exhibit 4.1 Execution Version NOGIN, INC. AND U.S. BANK TRUST COMPANY, NATIONAL ASSOCIATION, as Trustee and Collateral Agent FIRST SUPPLEMENTAL INDENTURE March 26, 2023 7.00% Convertible Senior Notes Due 2026 FIRST SUPPLEMENTAL INDENTURE, dated as of March 26, 2023 (this “Supplemental Indenture”), among Nogin, Inc., a Delaware corporation (the “Company”), Nogin Commerce, Inc., a Delaware co

Amendment to PIPE Warrant Agreement, dated as of March 26, 2023, by and among the Company and Continental Stock Transfer & Trust Company.

EX-4.3 Exhibit 4.3 Execution Version AMENDMENT TO WARRANT AGREEMENT This amendment (this “Amendment”), dated March 26, 2023 (the “Effective Date”), is made by and between Nogin, Inc. (f/k/a Software Acquisition Group Inc. III), a Delaware corporation (the “Company”), and Continental Stock Transfer & Trust Company, a limited purpose trust company, as warrant agent (the “Warrant Agent”), and amends

As filed with the Securities and Exchange Commission on March 27, 2023 Registration No. 333-269765 UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 Amendment No. 1 to FORM S-1 REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF

Table of Contents As filed with the Securities and Exchange Commission on March 27, 2023 Registration No.

As filed with the Securities and Exchange Commission on March 27, 2023

S-1/A Table of Contents As filed with the Securities and Exchange Commission on March 27, 2023 Registration No.

Form of Pre-Funded Warrant.

EX-4.10 Exhibit 4.10 PRE-FUNDED WARRANT TO PURCHASE SHARES OF COMMON STOCK NOGIN, INC. Warrant Shares: Initial Exercise Date: [•], 2023 THIS PRE-FUNDED WARRANT TO PURCHASE SHARES OF COMMON STOCK (the “Warrant”) certifies that, for value received, or its assigns (the “Holder”) is entitled, upon the terms and subject to the limitations on exercise and the conditions hereinafter set forth, at any tim

Form of Promissory Note.

EX-4.2 Exhibit 4.2 Execution Version THIS PROMISSORY NOTE (THIS “PROMISSORY NOTE”) HAS NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”). THIS PROMISSORY NOTE HAS BEEN ACQUIRED FOR INVESTMENT ONLY AND MAY NOT BE SOLD, TRANSFERRED OR ASSIGNED IN THE ABSENCE OF REGISTRATION OF THE RESALE THEREOF UNDER THE SECURITIES ACT OR AN OPINION OF COUNSEL REASONABLY SATISF

Nogin, Inc. 1775 Flight Way STE 400 Tustin, CA 92782

CORRESP Nogin, Inc. 1775 Flight Way STE 400 Tustin, CA 92782 March 27, 2023 VIA EDGAR Office of Trade & Services Division of Corporation Finance U.S. Securities and Exchange Commission 100 F Street N.E. Washington, D.C. 20549 Re: Nogin, Inc. Registration Statement on Form S-1, as amended File No. 333-269765 Ladies and Gentlemen: Pursuant to Rule 461 of Regulation C of the General Rules and Regulat

Filing Fee Table.

Exhibit 107 Calculation of Filing Fee Tables S-1 (Form Type) Nogin, Inc. (Exact Name of Registrant as Specified in its Charter) Table 1: Newly Registered Securities Security Type Security Class Title Fee Calculation or Carry Forward Rule Amount Registered(1) Proposed Maximum Offering Price Per Security Maximum Aggregate Offering Price(1)(2) Fee Rate Amount of Registration Fee Fees to Be Paid Equit

Form of Securities Purchase Agreement.

EX-10.15 Exhibit 10.15 SECURITIES PURCHASE AGREEMENT This SECURITIES PURCHASE AGREEMENT (this “Agreement”) is dated as of [•], 2023, between Nogin, Inc., a Delaware corporation (the “Company”), and each purchaser identified on the signature pages hereto (each, including its successors and assigns, a “Purchaser” and collectively the “Purchasers”). WHEREAS, subject to the terms and conditions set fo

March 27, 2023

CORRESP 1 filename1.htm March 27, 2023 VIA EDGAR U.S. Securities and Exchange Commission Division of Corporation Finance 100 F Street, N.E. Washington, D.C. 20549 Re: Nogin, Inc. Registration Statement on Form S-1 File No. 333-269765 Ladies and Gentlemen: In accordance with Rule 461 of the General Rules and Regulations promulgated under the Securities Act of 1933, as amended (the “Act”), A.G.P./AL

Nogin, Inc. 21,386,688 Shares of Common Stock Issuable Upon Exercise of Warrants 76,235,936 Shares of Common Stock 9,982,754 Warrants

424B3 1 d467224d424b3.htm 424B3 Filed pursuant to Rule 424(b)(3) SEC File No. 333-267449 PROSPECTUS SUPPLEMENT NO. 7 (to Prospectus dated November 14, 2022) Nogin, Inc. 21,386,688 Shares of Common Stock Issuable Upon Exercise of Warrants 76,235,936 Shares of Common Stock 9,982,754 Warrants This prospectus supplement updates, amends and supplements the prospectus dated November 14, 2022 (as supplem

Form of Limited Waiver and Consent.

EX-10.1 5 d467224dex101.htm EX-10.1 Exhibit 10.1 Execution Version LIMITED WAIVER AND CONSENT LIMITED WAIVER AND CONSENT (this “Limited Waiver and Consent”) is entered into as of March 26, 2023, by and among the undersigned Holder (“Holder”), Nogin, Inc., a Delaware corporation (the “Company”), Nogin Commerce, Inc., a Delaware corporation, and Native Brands Group LLC, a California limited liabilit

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of Report (Date of earliest event reported) March 23, 2023 Nogin, Inc. (Exact

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of Report (Date of earliest event reported) March 23, 2023 Nogin, Inc. (Exact name of registrant as specified in its charter) Delaware 001-40682 86-1370703 (State or other jurisdiction of incorporation) (Commission File Number)

Nogin, Inc. 21,386,688 Shares of Common Stock Issuable Upon Exercise of Warrants 76,235,936 Shares of Common Stock 9,982,754 Warrants

Filed pursuant to Rule 424(b)(3) SEC File No. 333-267449 PROSPECTUS SUPPLEMENT NO. 6 (to Prospectus dated November 14, 2022) Nogin, Inc. 21,386,688 Shares of Common Stock Issuable Upon Exercise of Warrants 76,235,936 Shares of Common Stock 9,982,754 Warrants This prospectus supplement updates, amends and supplements the prospectus dated November 14, 2022 (as supplemented or amended from time to ti

Nogin Reports Fourth Quarter and Full Year 2022 Financial and Operational Results Significant Sales and Technology Investments Drive $94.3 Million in Total Revenue and Ongoing Client Acquisition Momentum 2022 Fourth Quarter Cost-Optimization Initiati

EX-99.1 Exhibit 99.1 Nogin Reports Fourth Quarter and Full Year 2022 Financial and Operational Results Significant Sales and Technology Investments Drive $94.3 Million in Total Revenue and Ongoing Client Acquisition Momentum 2022 Fourth Quarter Cost-Optimization Initiatives Provide Significant Adjusted EBITDA Benefit and Position Company Closer to Reaching Profitability TUSTIN, California – March

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of Report (Date of earliest event reported) March 23, 2023 Nogin, Inc. (Exact

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of Report (Date of earliest event reported) March 23, 2023 Nogin, Inc. (Exact name of registrant as specified in its charter) Delaware 001-40682 86-1370703 (State or other jurisdiction of incorporation) (Commission File Number)

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-K

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-K (Mark One) ☒ ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the fiscal year ended December 31, 2022 OR ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Commission File Number 001-40682 Nogin, Inc. (Exact name of registrant as specifie

List of Subsidiaries of Nogin, Inc. (filed herewith).

Exhibit 21.1 Subsidiaries of Nogin, Inc. Subsidiary Jurisdiction of Incorporation Nogin Commerce, Inc. Delaware Native Brands Group LLC California Modcloth Partners LLC Delaware

Description of the Registrant’s Securities (filed herewith).

Exhibit 4.7 DESCRIPTION OF THE REGISTRANT’S SECURITIES REGISTERED PURSUANT TO SECTION 12 OF THE SECURITIES EXCHANGE ACT OF 1934 Unless the context otherwise requires, references in this exhibit to “we,” “our,” “Nogin” and the “Company” refer to the business and operations of Nogin, Inc. (formerly known as Software Acquisition Group Inc. III) and its consolidated subsidiaries. Capitalized terms use

US65528N1054 / NOGIN INC / Choi Stephen - SC 13D Activist Investment

SC 13D UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13D Under the Securities Exchange Act of 1934 (Amendment No. )* Nogin, Inc. (Name of Issuer) Common Stock (Title of Class of Securities) 65528N105 (CUSIP Number) Stephen Choi 300 Meters South Mall Santa Ana, Puerto De Hierro #5, Santa Ana San Jose, CA 10903 +506 87254550 (Name, Address and Telephone Number of P

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of Report (Date of earliest event reported) February 27, 2023 Nogin, Inc. (Exa

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of Report (Date of earliest event reported) February 27, 2023 Nogin, Inc. (Exact name of registrant as specified in its charter) Delaware 001-40682 86-1370703 (State or other jurisdiction of incorporation) (Commission File Numbe

Nogin, Inc. 21,386,688 Shares of Common Stock Issuable Upon Exercise of Warrants 76,235,936 Shares of Common Stock 9,982,754 Warrants

424B3 Filed pursuant to Rule 424(b)(3) SEC File No. 333-267449 PROSPECTUS SUPPLEMENT NO. 5 (to Prospectus dated November 14, 2022) Nogin, Inc. 21,386,688 Shares of Common Stock Issuable Upon Exercise of Warrants 76,235,936 Shares of Common Stock 9,982,754 Warrants This prospectus supplement updates, amends and supplements the prospectus dated November 14, 2022 (as supplemented or amended from time

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of Report (Date of earliest event reported) February 13, 2023 Nogin, Inc. (Exa

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of Report (Date of earliest event reported) February 13, 2023 Nogin, Inc. (Exact name of registrant as specified in its charter) Delaware 001-40682 86-1370703 (State or other jurisdiction of incorporation) (Commission File Numbe

Nogin Appoints Andrew Pancer to Board of Directors

EX-99.1 Exhibit 99.1 Nogin Appoints Andrew Pancer to Board of Directors TUSTIN, California – February 14, 2023 – Nogin (“Nogin” or the “Company”), a leading provider of innovative Commerce-as-a-Service (CaaS) ecommerce technology, today announced that it has appointed Andrew Pancer as an independent director on its Board of Directors (the “Board”), effective immediately. Andrew Pancer is an accomp

Filing Fee Table.

Exhibit 107 Calculation of Filing Fee Tables S-1 (Form Type) Nogin, Inc. (Exact Name of Registrant as Specified in its Charter) Table 1: Newly Registered Securities Security Type Security Class Title Fee Calculation or Carry Forward Rule Amount Registered(1) Proposed Maximum Offering Price Per Security Maximum Aggregate Offering Price(1)(2) Fee Rate Amount of Registration Fee Fees to Be Paid Equit

As filed with the Securities and Exchange Commission on February 14, 2023 Registration No. 333- UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM S-1 REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933 Nogin, Inc. (Exac

Table of Contents As filed with the Securities and Exchange Commission on February 14, 2023 Registration No.

US65528N1054 / NOGIN INC / MILLENNIUM MANAGEMENT LLC Passive Investment

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G Under the Securities Exchange Act of 1934 (AMENDMENT NO. 1) NOGIN, INC. (formerly Software Acquisition Group Inc. III) (Name of Issuer) COMMON STOCK, PAR VALUE $0.0001 PER SHARE (Title of Class of Securities) 65528N105 (CUSIP Number) DECEMBER 31, 2022 (Date of event which requires filing of this statement) Check t

US65528N1054 / NOGIN INC / Software Acquisition Holdings III LLC - SC 13G/A Passive Investment

SC 13G/A 1 d443463dsc13ga.htm SC 13G/A Securities and Exchange Commission Washington, D.C. 20549 Schedule 13G (Rule 13d-102) Information to be Included in Statements Filed Pursuant to § 240.13d-1(b), (c) and (d) and Amendments Thereto Filed Pursuant to § 240.13d-2 UNDER THE SECURITIES EXCHANGE ACT OF 1934 (Amendment No. 1)* Nogin, Inc. (Name of Issuer) Common Stock (Title of Class of Securities) 6

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934

DEF 14A Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.

Employment Agreement, dated January 30, 2023, by and between Nogin, Inc. and Jonathan S. Huberman.

EX-10.1 Exhibit 10.1 Employment Agreement This Employment Agreement (this “Agreement”), dated as of January 30, 2023, is made by and between Nogin, Inc., a Delaware corporation (together with any successor thereto, the “Company”) and Jonathan Huberman (“Executive”) (collectively referred to as the “Parties” or individually referred to as a “Party”). RECITALS A. It is the desire of the Company to a

Employment Agreement, dated January 30, 2023, by and between Nogin, Inc. and Shahriyar Rahmati.

EX-10.2 Exhibit 10.2 Employment Agreement This Employment Agreement (this “Agreement”), dated as of January 30, 2023, is made by and between Nogin, Inc., a Delaware corporation (together with any successor thereto, the “Company”) and Shahriyar Rahmati (“Executive”) (collectively referred to as the “Parties” or individually referred to as a “Party”). RECITALS A. It is the desire of the Company to a

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of Report (Date of earliest event reported) January 30, 2023 Nogin, Inc. (Exac

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of Report (Date of earliest event reported) January 30, 2023 Nogin, Inc. (Exact name of registrant as specified in its charter) Delaware 001-40682 86-1370703 (State or other jurisdiction of incorporation) (Commission File Number

Nogin, Inc. 21,386,688 Shares of Common Stock Issuable Upon Exercise of Warrants 76,235,936 Shares of Common Stock 9,982,754 Warrants

424B3 Filed pursuant to Rule 424(b)(3) SEC File No. 333-267449 PROSPECTUS SUPPLEMENT NO. 4 (to Prospectus dated November 14, 2022) Nogin, Inc. 21,386,688 Shares of Common Stock Issuable Upon Exercise of Warrants 76,235,936 Shares of Common Stock 9,982,754 Warrants This prospectus supplement updates, amends and supplements the prospectus dated November 14, 2022 (as supplemented or amended from time

Nogin, Inc. 21,386,688 Shares of Common Stock Issuable Upon Exercise of Warrants 76,235,936 Shares of Common Stock 9,982,754 Warrants

Filed pursuant to Rule 424(b)(3) SEC File No. 333-267449 PROSPECTUS SUPPLEMENT NO. 3 (to Prospectus dated November 14, 2022) Nogin, Inc. 21,386,688 Shares of Common Stock Issuable Upon Exercise of Warrants 76,235,936 Shares of Common Stock 9,982,754 Warrants This prospectus supplement updates, amends and supplements the prospectus dated November 14, 2022 (as supplemented or amended from time to ti

Separation Agreement and Mutual Release, dated January 27, 2023, by and between Nogin, Inc., Nogin Commerce, Inc. and Jan-Christopher Nugent.

EX-10.1 Exhibit 10.1 SEPARATION AGREEMENT AND MUTUAL RELEASE This Separation Agreement and Mutual Release (the “Agreement”) is made by and between Jan Nugent (“Executive”), on the one hand, and Nogin Commerce, Inc. (the “Company”), Nogin, Inc. (“Nogin”), and any and all of Nogin’s subsidiaries (collectively, with the Company and Nogin, “Nogin Entities”). WHEREAS, Executive and the Company desire t

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of Report (Date of earliest event reported) January 27, 2023 Nogin, Inc. (Exac

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of Report (Date of earliest event reported) January 27, 2023 Nogin, Inc. (Exact name of registrant as specified in its charter) Delaware 001-40682 86-1370703 (State or other jurisdiction of incorporation) (Commission File Number

Nogin Announces Jonathan Huberman as Chairman and Chief Executive Officer

EX-99.1 Exhibit 99.1 Nogin Announces Jonathan Huberman as Chairman and Chief Executive Officer TUSTIN, California – January 27, 2023 – Nogin (“Nogin” or the “Company”), a leading provider of innovative Commerce-as-a-Service (CaaS) ecommerce technology, today announced that, following discussions regarding plans for management succession, the Company’s Board of Directors (the “Board”) has appointed

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934

PRE 14A Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.

Notice of Delisting or Failure to Satisfy a Continued Listing Rule or Standard; Transfer of Listing, Financial Statements and Exhibits

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of Report (Date of earliest event reported) December 2, 2022 Nogin, Inc. (Exact name of registrant as specified in its charter) Delaware 001-40682 86-1370703 (State or other jurisdiction of incorporation) (Commission File Number

Nogin, Inc. 21,386,688 Shares of Common Stock Issuable Upon Exercise of Warrants 76,235,936 Shares of Common Stock 9,982,754 Warrants

Filed pursuant to Rule 424(b)(3) SEC File No. 333-267449 PROSPECTUS SUPPLEMENT NO. 2 (to Prospectus dated November 14, 2022) Nogin, Inc. 21,386,688 Shares of Common Stock Issuable Upon Exercise of Warrants 76,235,936 Shares of Common Stock 9,982,754 Warrants This prospectus supplement updates, amends and supplements the prospectus dated November 14, 2022 (as supplemented or amended from time to ti

Filing Fee Table.

EX-FILING FEES Exhibit 107 CALCULATION OF FILING FEE TABLE Form S-8 (Form Type) Nogin, Inc.

Powers of Attorney (included on the signature page of this Registration Statement).

S-8 As filed with the Securities and Exchange Commission on November 21, 2022 Registration No.

Nogin, Inc. 21,386,688 Shares of Common Stock Issuable Upon Exercise of Warrants 76,235,936 Shares of Common Stock 9,982,754 Warrants

Filed pursuant to Rule 424(b)(3) SEC File No. 333-267449 PROSPECTUS SUPPLEMENT NO. 1 (to Prospectus dated November 14, 2022) Nogin, Inc. 21,386,688 Shares of Common Stock Issuable Upon Exercise of Warrants 76,235,936 Shares of Common Stock 9,982,754 Warrants This prospectus supplement updates, amends and supplements the prospectus dated November 14, 2022 (as supplemented or amended from time to ti

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q

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 September 30, 2022 OR ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For transition period from to Commission File Number 001-40682 Nogin, Inc

Nogin Reports Third Quarter 2022 Financial and Operational Results 20% Net Revenue and 15% Non-GAAP Revenue Increases for the Nine Months Ended September 30, 2022 as Compared to the Nine Months Ended September 30, 2021 Meaningful Cost Reductions and

Exhibit 99.1 Nogin Reports Third Quarter 2022 Financial and Operational Results 20% Net Revenue and 15% Non-GAAP Revenue Increases for the Nine Months Ended September 30, 2022 as Compared to the Nine Months Ended September 30, 2021 Meaningful Cost Reductions and Removal of One-Time Supply Chain Challenges in Q3 to Support Profitability Improvements in Q4 and Beyond TUSTIN, California ? November 14

Financial Statements and Exhibits, Results of Operations and Financial Condition

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of Report (Date of earliest event reported) November 14, 2022 Nogin, Inc. (Exact name of registrant as specified in its charter) Delaware 001-40682 86-1370703 (State or other jurisdiction of incorporation) (Commission File Numbe

Nogin, Inc. 21,386,688 Shares of Common Stock Issuable Upon Exercise of Warrants 76,235,936 Shares of Common Stock 9,982,754 Warrants

424B3 Table of Contents Filed pursuant to Rule 424(b)(3) Registration No. 333-267449 PROSPECTUS Nogin, Inc. 21,386,688 Shares of Common Stock Issuable Upon Exercise of Warrants 76,235,936 Shares of Common Stock 9,982,754 Warrants This prospectus relates to the issuance by Nogin, Inc. (“we,” “us,” “our,” the “Company,” “Registrant,” and “Nogin”) of an aggregate of up to 21,386,688 shares of our com

[Signature Page Follows]

November 10, 2022 Via EDGAR Transmission United States Securities and Exchange Commission Division of Corporation Finance 100 F Street, N.

As filed with the Securities and Exchange Commission on November 7, 2022

S-1/A Table of Contents As filed with the Securities and Exchange Commission on November 7, 2022 Registration No.

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CORRESP 1 filename1.htm November 7, 2022 VIA EDGAR AND HAND DELIVERY United States Securities and Exchange Commission Division of Corporation Finance 100 F Street, N.E. Washington, DC 20549-3628 Attention: Kate Beukenkamp Donald Field Re: Nogin, Inc. Amendment No. 1 to Registration Statement on Form S-1 Filed October 17, 2022 File No. 333-267449 Ladies and Gentlemen: On behalf of Nogin, Inc. (the

As filed with the Securities and Exchange Commission on October 14, 2022

S-1/A Table of Contents As filed with the Securities and Exchange Commission on October 14, 2022 Registration No.

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October 14, 2022 VIA EDGAR AND HAND DELIVERY United States Securities and Exchange Commission Division of Corporation Finance 100 F Street, N.

As filed with the Securities and Exchange Commission on September 15, 2022 Registration No. 333- UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON , D.C. 20549 FORM S-1 REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933 Nogin, Inc. (Ex

Table of Contents As filed with the Securities and Exchange Commission on September 15, 2022 Registration No.

Filing Fee Table.

Exhibit 107 Calculation of Filing Fee Table Form S-1 (Form Type) Nogin, Inc. (Exact Name of Registrant as Specified in its Charter) Table 1?Newly Registered Securities Security Type Security Class Title Fee Calculation Rule Amount Registered(1) Proposed Maximum Offering Price Per Share(2) Maximum Aggregate Offering Price Fee Rate Amount of Registration Fee Equity Common stock, $0.0001 par value pe

NOGN / Nogin Inc / Van Haeren Geoffrey - SC 13D Activist Investment

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13D Under the Securities Exchange Act of 1934 (Amendment No. )* Nogin, Inc. (Name of Issuer) Common Stock (Title of Class of Securities) 65528N105 (CUSIP Number) Mike Bassiri 1775 Flight Way STE 400 Tustin, California 92782 (949) 222-0209 (Name, Address and Telephone Number of Person Authorized to Receive Notices and

NOGN / Nogin Inc / Nugent Jan-Christopher - SC 13D Activist Investment

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13D Under the Securities Exchange Act of 1934 (Amendment No. )* Nogin, Inc. (Name of Issuer) Common Stock (Title of Class of Securities) 65528N105 (CUSIP Number) Mike Bassiri 1775 Flight Way STE 400 Tustin, California 92782 (949) 222-0209 (Name, Address and Telephone Number of Person Authorized to Receive Notices and

Letter from Marcum LLP to the Securities and Exchange Commission.

Exhibit 16.1 September 1, 2022 Office of the Chief Accountant Securities and Exchange Commission 100 F Street, NE Washington, D.C. 20549 Commissioners: We have read the statements made by Nogin, Inc. (formerly known as Software Acquisition Group Inc. III) included under Item 4.01 of its Form 8-K dated September 1, 2022. We agree with the statements concerning our Firm under Item 4.01. We are not i

Branded Online, Inc. 2013 Stock Incentive Plan.

Exhibit 10.6 BRANDED ONLINE, INC. 2013 STOCK INCENTIVE PLAN This 2013 Stock Incentive Plan (the ?Plan?) is hereby established by Branded Online, Inc., a Delaware corporation (the ?Company?), and adopted by its Board of Directors as of January 24, 2013 (the ?Effective Date?). ARTICLE 1. PURPOSES OF THE PLAN 1.1 Purposes. The purposes of the Plan are (a) to enhance the Company?s ability to attract a

Amended and Restated Registration Rights Agreement, dated as of August 26, 2022, by and among the Company, certain equityholders of the Company named therein and certain equityholders of Legacy Nogin named therein.

Exhibit 10.1 AMENDED AND RESTATED REGISTRATION RIGHTS AGREEMENT BY AND AMONG NOGIN, INC., THE SPONSOR HOLDERS SIGNATORY HERETO AND THE LEGACY NOGIN HOLDERS SIGNATORY HERETO DATED AUGUST 26, 2022 TABLE OF CONTENTS Page 1. DEFINITIONS 2 2. REGISTERED OFFERINGS 5 3. PROCEDURES 12 4. INDEMNIFICATION 16 5. TERMINATION 18 6. MISCELLANEOUS 18 i AMENDED AND RESTATED REGISTRATION RIGHTS AGREEMENT This AMEN

Nogin, Inc. 2022 Incentive Award Plan.

Exhibit 10.7 CONFIDENTIAL NOGIN, INC. 2022 INCENTIVE AWARD PLAN ARTICLE I. PURPOSE The Plan?s purpose is to enhance the Company?s ability to attract, retain and motivate persons who make (or are expected to make) important contributions to the Company by providing these individuals with equity ownership opportunities and/or equity-linked compensatory opportunities. Capitalized terms used in the Pl

Software Acquisition Group Inc. III and Nogin Complete Business Combination - Nogin to Begin Trading on Nasdaq Under the Ticker Symbols “NOGN” and “NOGNW” Beginning Tuesday, August 30th - Company to Ring Nasdaq Closing Bell on Friday, September 16th

Exhibit 99.3 Software Acquisition Group Inc. III and Nogin Complete Business Combination - Nogin to Begin Trading on Nasdaq Under the Ticker Symbols ?NOGN? and ?NOGNW? Beginning Tuesday, August 30th - Company to Ring Nasdaq Closing Bell on Friday, September 16th TUSTIN, California and LAS VEGAS, Nevada?August 29, 2022 ? Software Acquisition Group Inc. III (Nasdaq: SWAG) (?SWAG?), a publicly traded

Changes in Control of Registrant, Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers, Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year, Amendment to Registrant's Code of Ethics, or Waiver of a Provision of the Code of Ethics, Change in Shell Company Status, Entry into a Material Definitive Agreement, Material Modification to Rights of Security Holders, Unregistered Sales of Equity Securities, Financial Statements and Exhibits, Changes in Registrant's Certifying Accountant, Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement of a Registrant, Completion of Acquisition or Disposition of Assets, Other Events

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of Report (Date of earliest event reported) August 26, 2022 Nogin, Inc. (Exact name of registrant as specified in its charter) Delaware 001-40682 86-1370703 (State or other jurisdiction of incorporation) (Commission File Number)

Code of Business Conduct and Ethics of Nogin, Inc.

Exhibit 14.1 NOGIN, INC. CODE OF ETHICS AND CONDUCT In accordance with the requirements of the Securities and Exchange Commission (the ?SEC?) and of the listing standards of the Nasdaq Stock Market LLC (?NASDAQ?), the Board of Directors (the ?Board?) of Nogin, Inc., a Delaware corporation (the ?Company?), has adopted this Code of Ethics and Conduct (the ?Code?) to encourage: ? Honest and ethical c

Form of Equity PIPE Subscription Agreement.

Exhibit 10.10 SOFTWARE ACQUISITION GROUP INC. III CLASS A COMMON STOCK FORM OF SUBSCRIPTION AGREEMENT Date: August 26, 2022 1. Subscription: (a) The undersigned (the ?Purchaser?) hereby agrees to purchase shares (the ?Purchased Shares?) of Class A Common Stock, par value $0.0001 per share (the ?Class A Common Stock? ), of Software Acquisition Group Inc. III., a Delaware corporation (the ?Company),

Form of Stock Option Grant Notice and Stock Option Agreement under the Nogin, Inc. 2022 Incentive Award Plan.

Exhibit 10.8 NOGIN, INC. 2022 INCENTIVE AWARD PLAN STOCK OPTION GRANT NOTICE Capitalized terms not specifically defined in this Stock Option Grant Notice (the ?Grant Notice?) have the meanings given to them in the 2022 Incentive Award Plan (as may be amended from time to time, the ?Plan?) of Nogin, Inc. (the ?Company?). The Company has granted to the participant listed below (?Participant?) the st

UNAUDITED PRO FORMA CONDENSED COMBINED FINANCIAL STATEMENTS

Exhibit 99.2 UNAUDITED PRO FORMA CONDENSED COMBINED FINANCIAL STATEMENTS Introduction: Nogin Inc. (the ?Company?, ?Nogin?, f/k/a ?SWAG?) is providing the following unaudited pro forma condensed combined financial information prepared in accordance with Article 11 of Regulation S-X as amended by the final rule, Release No. 33-10786 ?Amendments to Financial Disclosures about Acquired and Disposed Bu

Subsidiaries of Nogin, Inc.

Exhibit 21.1 Subsidiaries of Nogin, Inc. Subsidiary Jurisdiction of Incorporation Branded Online, Inc. Delaware Native Brands Group LLC California

Amended and Restated Certificate of Incorporation of Nogin, Inc.

Exhibit 3.1 SECOND AMENDED AND RESTATED CERTIFICATE OF INCORPORATION OF SOFTWARE ACQUISITION GROUP INC. III Software Acquisition Group Inc. III (the ?Corporation?), a corporation organized and existing under the General Corporation Law of the State of Delaware (the ?DGCL?), does hereby certify as follows: 1. The name of the Corporation is Software Acquisition Group Inc. III. The Corporation was in

Form of Restricted Stock Unit Grant Notice and Restricted Stock Unit Agreement under the Nogin, Inc. 2022 Incentive Award Plan.

Exhibit 10.9 NOGIN, INC. 2022 INCENTIVE AWARD PLAN RESTRICTED STOCK UNIT GRANT NOTICE Capitalized terms not specifically defined in this Restricted Stock Unit Grant Notice (the ?Grant Notice?) have the meanings given to them in the 2022 Incentive Award Plan (as may be amended from time to time, the ?Plan?) of Nogin, Inc. (the ?Company?). The Company has granted to the participant listed below (?Pa

Amendment to Agreement and Plan of Merger, dated as of August 26, 2022, by and among Software Acquisition Group Inc. III, Nuevo Merger Sub, Inc., Branded Online, Inc. dba Nogin, Jan Nugent and Geoff Van Haeren.

Exhibit 2.3 AMENDMENT TO AGREEMENT AND PLAN OF MERGER THIS AMENDMENT TO AGREEMENT AND PLAN OF MERGER (this ?Amendment?) is made and entered into as of August 26, 2022 by and among Software Acquisition Group Inc. III, a Delaware corporation (?Parent?), Nuevo Merger Sub, Inc., a Delaware corporation and a wholly owned subsidiary of Parent (?Merger Sub?), and Branded Online, Inc. dba Nogin, a Delawar

Branded Online, Inc. dba Nogin Index to Unaudited Condensed Consolidated Financial Statements Condensed Consolidated Balance Sheets as of June 30, 2022 (unaudited) and December 31, 2021 F-2 Unaudited Condensed Consolidated Statements of Operations fo

Exhibit 99.1 Branded Online, Inc. dba Nogin Index to Unaudited Condensed Consolidated Financial Statements Condensed Consolidated Balance Sheets as of June 30, 2022 (unaudited) and December 31, 2021 F-2 Unaudited Condensed Consolidated Statements of Operations for the Six Months ended June 30, 2022 and June 30, 2021 F-3 Unaudited Condensed Consolidated Statements of Convertible Redeemable Preferre

PIPE Warrant Agreement, dated as of August 26, 2022, by and among the Company and Continental Stock Transfer & Trust Company, as warrant agent.

Exhibit 4.6 WARRANT AGREEMENT This agreement (this ?Agreement?) is made as of August 26, 2022 between Software Acquisition Group Inc. III, a Delaware corporation (such corporation to be renamed ?Nogin, Inc. in connection with the consummation of the transactions contemplated by the Merger Agreement (as defined below)) (the ?Company?), with offices at 1980 Festival Plaza Drive, Suite 300, Las Vegas

Amended and Restated Bylaws of Nogin, Inc.

Exhibit 3.2 Amended and Restated Bylaws of Nogin, Inc. (a Delaware corporation) Table of Contents Page Article I - Corporate Offices 1 1.1 Registered Office 1 1.2 Other Offices 1 Article II - Meetings of Stockholders 1 2.1 Place of Meetings 1 2.2 Annual Meeting 1 2.3 Special Meeting 1 2.4 Notice of Business to be Brought before a Meeting 2 2.5 Notice of Nominations for Election to the Board 5 2.6

Convertible Notes Indenture, dated as of August 26, 2022, by and among the Company, the guarantors named therein and U.S. Bank, National Association, as trustee.

Exhibit 4.4 EXECUTION VERSION SOFTWARE ACQUISITION GROUP INC. III as Issuer, THE GUARANTORS PARTY HERETO, as Guarantors, and U.S. BANK TRUST COMPANY, NATIONAL ASSOCIATION as Trustee and Collateral Agent INDENTURE Dated as of August 26, 2022 7.00 % Convertible Senior Notes due 2026 TABLE OF CONTENTS Page Article 1. Definitions; Rules of Construction 1 Section 1.01. Definitions 1 Section 1.02. Other

Software Acquisition Group Inc. III Stockholders Approve Proposed Merger with Nogin Transaction to Close on August 24, 2022 with Combined Company to be Renamed “Nogin”

EX-99.1 Exhibit 99.1 Software Acquisition Group Inc. III Stockholders Approve Proposed Merger with Nogin Transaction to Close on August 24, 2022 with Combined Company to be Renamed “Nogin” TUSTIN, California and LAS VEGAS, Nevada, August 22, 2022 – Software Acquisition Group Inc. III (Nasdaq: SWAG) (“SWAG”), a publicly traded special purpose acquisition company, today announced that SWAG’s stockho

Financial Statements and Exhibits, Submission of Matters to a Vote of Security Holders

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or Section 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): August 22, 2022 Software Acquisition Group Inc. III (Exact name of registrant as specified in its charter) Delaware 001-40682 86-1370703 (State or other jurisdiction of incorp

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of Report (Date of earliest event reported): August 18, 2022 Software Acquisit

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of Report (Date of earliest event reported): August 18, 2022 Software Acquisition Group Inc. III (Exact name of registrant as specified in its charter) Delaware 001-40682 86-1370703 (state or other jurisdiction of incorporation)

Other Events

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of Report (Date of earliest event reported): August 18, 2022 Software Acquisition Group Inc. III (Exact name of registrant as specified in its charter) Delaware 001-40682 86-1370703 (state or other jurisdiction of incorporation)

Other Events

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of Report (Date of earliest event reported): August 18, 2022 Software Acquisition Group Inc. III (Exact name of registrant as specified in its charter) Delaware 001-40682 86-1370703 (state or other jurisdiction of incorporation)

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of Report (Date of earliest event reported): August 18, 2022 Software Acquisit

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of Report (Date of earliest event reported): August 18, 2022 Software Acquisition Group Inc. III (Exact name of registrant as specified in its charter) Delaware 001-40682 86-1370703 (state or other jurisdiction of incorporation)

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM10-Q (MARK ONE) ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarter ended June 30, 2022 ☐ TRANSITION REPORT PURSUANT TO

Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM10-Q (MARK ONE) ? QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarter ended June 30, 2022 ? TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission file number : 001-40682 Soft

Amendment to IPO Underwriting Agreement, dated June 28, 2022, by and between Software Acquisition Group Inc. III and Jefferies LLC.

Exhibit 1.1 AMENDMENT TO UNDERWRITING AGREEMENT THIS AMENDMENT TO UNDERWRITING AGREEMENT (this ?Amendment?) is made and entered into as of June 28, 2022 by and among Software Acquisition Group Inc. III, a Delaware corporation (the ?Company?), and Jefferies LLC, (?Jefferies?) and amends that certain Underwriting Agreement, dated as of July 28, 2021 (the ?Underwriting Agreement?), by and among the C

Filed by Software Acquisition Group Inc. III Pursuant to Rule 425 under the Securities Act of 1933, as amended, and deemed filed pursuant to Rule 14a-12 under the Securities Exchange Act of 1934, as amended Subject Company: Software Acquisition Group

Filed by Software Acquisition Group Inc. III Pursuant to Rule 425 under the Securities Act of 1933, as amended, and deemed filed pursuant to Rule 14a-12 under the Securities Exchange Act of 1934, as amended Subject Company: Software Acquisition Group Inc. III Commission File No.: 001-40682 Commission File No. for the Related Registration Statement: 333-262723 Date: August 2, 2022 EXECUTIVE PRESENT

Form of Convertible Note Subscription Agreement.

Table of Contents As filed with the Securities and Exchange Commission on July 26, 2022.

PROXY STATEMENT/PROSPECTUS DATED JULY 27, 2022 SOFTWARE ACQUISITION GROUP INC. III 1980 Festival Plaza Drive, Ste. 300 Las Vegas, Nevada 89135

Table of Contents Filed Pursuant to Rule 424(b)(3) Registration No. 333-262723 PROXY STATEMENT/PROSPECTUS DATED JULY 27, 2022 SOFTWARE ACQUISITION GROUP INC. III 1980 Festival Plaza Drive, Ste. 300 Las Vegas, Nevada 89135 Dear Stockholder: On February 14, 2022, Software Acquisition Group Inc. III, a Delaware corporation (?SWAG?), and Nuevo Merger Sub, Inc., a Delaware corporation and wholly owned

Software Acquisition Group Inc. III Announces Effectiveness of Registration Statement and Special Meeting in Lieu of the 2022 Annual Meeting of Stockholders on August 22, 2022 to Approve Business Combination with Branded Online, Inc. dba Nogin

Filed by Software Acquisition Group Inc. III Pursuant to Rule 425 under the Securities Act of 1933, as amended, and deemed filed pursuant to Rule 14a-12 under the Securities Exchange Act of 1934, as amended Subject Company: Software Acquisition Group Inc. III Commission File No.: 001-40682 Commission File No. for the Related Registration Statement: 333-262723 Date: July 27, 2022 Software Acquisiti

Software Acquisition Group Inc. III 1980 Festival Plaza Drive, Suite 300 Las Vegas, Nevada 89135

CORRESP 1 filename1.htm Software Acquisition Group Inc. III 1980 Festival Plaza Drive, Suite 300 Las Vegas, Nevada 89135 July 25, 2022 VIA EDGAR United States Securities and Exchange Commission Division of Corporation Finance Office of Manufacturing 100 F Street, N.E. Washington, D.C. 20549 Attention: Brian Fetterolf Donald Field RE: Software Acquisition Group Inc. III Registration Statement on Fo

Form of Proxy Card. *

Exhibit 99.1 SOFTWARE ACQUISITION GROUP INC. III 1980 Festival Plaza Drive, Ste. 300 Las Vegas, Nevada 89135 NOTICE OF SPECIAL MEETING IN LIEU OF THE 2022 ANNUAL MEETING OF STOCKHOLDERS TO BE HELD ON [?], 2022 P R O X Y The undersigned hereby appoints Jonathan Huberman and Mike Nikzad, and each of them (with full power to act alone), proxies and attorneys-in-fact, each with the power of substituti

Consent of Deborah Weinswig to be named as a director of Software Acquisition Group Inc. III *

Exhibit 99.7 Consent to be Named as a Director In connection with the filing by Software Acquisition Group Inc. III of Amendment No. 3 to the Registration Statement on Form S-4 with the Securities and Exchange Commission under the Securities Act of 1933, as amended (the ?Securities Act?), I hereby consent, pursuant to Rule 438 of the Securities Act, to being named in the Registration Statement and

As filed with the Securities and Exchange Commission on July 18 , 2022. Registration No. 333-262723 UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 AMENDMENT NO. 3 TO THE FORM S-4 REGISTRATION STATEMENT UNDER THE SECURITIES AC

Table of Contents As filed with the Securities and Exchange Commission on July 18 , 2022.

As filed with the Securities and Exchange Commission on July 18, 2022.

As filed with the Securities and Exchange Commission on July 18, 2022. Registration No. 333-262723 UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 AMENDMENT NO. 4 TO THE FORM S-4 REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933 SOFTWARE ACQUISITION GROUP INC. III (Exact name of registrant as specified in its charter) Delaware 6770 86-1370703 (State or other jurisdict

Form of Indemnification Agreement.

Exhibit 10.13 INDEMNIFICATION AND ADVANCEMENT AGREEMENT This Indemnification and Advancement Agreement (“Agreement”) is made as of , 20 by and between Nogin, Inc., a Delaware corporation (the “Company”), and , a member of the Board of Directors of the Company (“Indemnitee”). This Agreement supersedes and replaces any and all previous Agreements between the Company and Indemnitee covering indemnifi

Christian O. Nagler To Call Writer Directly: +1 212 446 4660

Christian O. Nagler To Call Writer Directly: +1 212 446 4660 [email protected] 601 Lexington Avenue New York, NY 10022 United States +1 212 446 4800 www.kirkland.com Facsimile: +1 212 446 4900 United States Securities and Exchange Commission Division of Corporation Finance 100 F Street, N.E. Washington, DC 20549-3628 Attention: Brian Fetterolf Donald Field Re: Software Acquisition Grou

Consent of Hussain Baig to be named as a director of Software Acquisition Group Inc. III *

Exhibit 99.8 Consent to be Named as a Director In connection with the filing by Software Acquisition Group Inc. III of Amendment No. 3 to the Registration Statement on Form S-4 with the Securities and Exchange Commission under the Securities Act of 1933, as amended (the ?Securities Act?), I hereby consent, pursuant to Rule 438 of the Securities Act, to being named in the Registration Statement and

601 Lexington Avenue New York, NY 10022 United States To Call Writer Directly: Facsimile: +1 212 446 4660 +1 212 446 4800 +1 212 446 4900 [email protected] www.kirkland.com

601 Lexington Avenue New York, NY 10022 United States To Call Writer Directly: Facsimile: +1 212 446 4660 +1 212 446 4800 +1 212 446 4900 christian.

As filed with the Securities and Exchange Commission on June 29 , 2022. Registration No. 333-262723 UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 AMENDMENT NO. 2 TO THE FORM S-4 REGISTRATION STATEMENT UNDER THE SECURITIES AC

Table of Contents As filed with the Securities and Exchange Commission on June 29 , 2022.

Consent of Geoffrey Van Haeren to be named as a director of Software Acquisition Group Inc. III

EX-99.6 9 d229622dex996.htm EX-99.6 Exhibit 99.6 Consent to be Named as a Director In connection with the filing by Software Acquisition Group Inc. III of Amendment No. 2 to the Registration Statement on Form S-4 with the Securities and Exchange Commission under the Securities Act of 1933, as amended (the “Securities Act”), I hereby consent, pursuant to Rule 438 of the Securities Act, to being nam

Consent of Jonathan Huberman to be named as a director of Software Acquisition Group Inc. III

Exhibit 99.2 Consent to be Named as a Director In connection with the filing by Software Acquisition Group Inc. III of Amendment No. 2 to the Registration Statement on Form S-4 with the Securities and Exchange Commission under the Securities Act of 1933, as amended (the ?Securities Act?), I hereby consent, pursuant to Rule 438 of the Securities Act, to being named in the Registration Statement and

Consent of Eileen Moore Johnson to be named as a director of Software Acquisition Group Inc. III **

Exhibit 99.3 Consent to be Named as a Director In connection with the filing by Software Acquisition Group Inc. III of Amendment No. 2 to the Registration Statement on Form S-4 with the Securities and Exchange Commission under the Securities Act of 1933, as amended (the ?Securities Act?), I hereby consent, pursuant to Rule 438 of the Securities Act, to being named in the Registration Statement and

Consent of Wilhelmina Fader to be named as a director of Software Acquisition Group Inc. III **

Exhibit 99.4 Consent to be Named as a Director In connection with the filing by Software Acquisition Group Inc. III of Amendment No. 2 to the Registration Statement on Form S-4 with the Securities and Exchange Commission under the Securities Act of 1933, as amended (the ?Securities Act?), I hereby consent, pursuant to Rule 438 of the Securities Act, to being named in the Registration Statement and

Limited Liability Company Agreement of ModCloth Partners, LLC, dated April 6, 2021.

Exhibit 10.15 LIMITED LIABILITY COMPANY AGREEMENT OF MODCLOTH PARTNERS, LLC THIS LIMITED LIABILITY COMPANY AGREEMENT (this ?Agreement?) of ModCloth Partners, LLC (the ?Company?), a limited liability company organized pursuant to the Delaware Limited Liability Company Act, is executed effective as of April 6, 2021, by and among the Company and the Persons executing this Agreement as the Members and

Consent of Jan-Christopher Nugent to be named as a director of Software Acquisition Group Inc. III

Exhibit 99.5 Consent to be Named as a Director In connection with the filing by Software Acquisition Group Inc. III of Amendment No. 2 to the Registration Statement on Form S-4 with the Securities and Exchange Commission under the Securities Act of 1933, as amended (the ?Securities Act?), I hereby consent, pursuant to Rule 438 of the Securities Act, to being named in the Registration Statement and

Filed by Software Acquisition Group Inc. III

Filed by Software Acquisition Group Inc. III Pursuant to Rule 425 under the Securities Act of 1933, as amended, and deemed filed pursuant to Rule 14a-12 under the Securities Exchange Act of 1934, as amended Subject Company: Software Acquisition Group Inc. III Commission File No.: 001-40682 Commission File No. for the Related Registration Statement: 333-262723 Date: June 22, 2022 EXECUTIVE PRESENTA

Regulation FD Disclosure, Financial Statements and Exhibits

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or Section 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): June 13, 2022 Software Acquisition Group Inc. III (Exact name of registrant as specified in its charter) Delaware 001-40682 86-1370703 (State or other jurisdiction of incorpor

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or Section 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): June 13, 2022 Software Ac

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or Section 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): June 13, 2022 Software Acquisition Group Inc. III (Exact name of registrant as specified in its charter) Delaware 001-40682 86-1370703 (State or other jurisdiction of incorpor

Nogin To Appoint Jonathan Huberman as President and Co-Chief Executive Officer

Exhibit 99.1 Nogin To Appoint Jonathan Huberman as President and Co-Chief Executive Officer TUSTIN, California and LAS VEGAS, Nevada ? June 13, 2022 ? Nogin, Inc. (?Nogin? or the ?Company?), a leading provider of Commerce-as-a-Service technology, and Software Acquisition Group Inc. III (Nasdaq: SWAG) (?SWAG III?), a special purpose acquisition company, announced today that SWAG III Chairman and Ch

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 quarter ended March 31, 2022 ☐ TRANSITION REPORT PURSUANT T

Table of Contents 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 quarter ended March 31, 2022 ? TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission file number: 001-40682 Sof

Limited Liability Company Agreement of ModCloth Partners, LLC, dated April 6, 2021.

Exhibit 10.15 LIMITED LIABILITY COMPANY AGREEMENT OF MODCLOTH PARTNERS, LLC THIS LIMITED LIABILITY COMPANY AGREEMENT (this ?Agreement?) of ModCloth Partners, LLC (the ?Company?), a limited liability company organized pursuant to the Delaware Limited Liability Company Act, is executed effective as of April 6, 2021, by and among the Company and the Persons executing this Agreement as the Members and

Amendment to Agreement and Plan of Merger, dated as of April 19, 2022, by and among Software Acquisition Group Inc. III, Nuevo Merger Sub, Inc. and Branded Online, Inc. dba Nogin.

Table of Contents As filed with the Securities and Exchange Commission on May 13, 2022.

601 Lexington Avenue New York, NY 10022 United States To Call Writer Directly: Facsimile: +1 212 446 4660 +1 212 446 4800 +1 212 446 4900 [email protected] www.kirkland.com

601 Lexington Avenue New York, NY 10022 United States To Call Writer Directly: Facsimile: +1 212 446 4660 +1 212 446 4800 +1 212 446 4900 christian.

Form of Subscription Agreement.

EX-10.1 5 d345939dex101.htm EX-10.1 Exhibit 10.1 FORM OF CONVERTIBLE NOTE SUBSCRIPTION AGREEMENT This CONVERTIBLE NOTE SUBSCRIPTION AGREEMENT (this “Convertible Note Subscription Agreement”) is entered into on [ ● ], 2022, by and among Software Acquisition Group Inc. III, a Delaware corporation (the “Issuer”), the undersigned Guarantors (as defined below), and each undersigned subscriber (each, a

Nogin and Software Acquisition Group III Announce PIPE Financing

Exhibit 99.1 Nogin and Software Acquisition Group III Announce PIPE Financing Transaction Includes $60 Million in Convertible Note Committed Financing Led by UBS and Tenor Capital LAS VEGAS, Nevada and TUSTIN, California ? April 20, 2022 ? Nogin, Inc. (?Nogin? or the ?Company?), a leading provider of Commerce-as-a-Service technology, and Software Acquisition Group Inc. III (Nasdaq: SWAG) (?SWAG II

Amendment to Agreement and Plan of Merger, dated as of April 20, 2022

Exhibit 2.1 AMENDMENT TO AGREEMENT AND PLAN OF MERGER THIS AMENDMENT TO AGREEMENT AND PLAN OF MERGER (this ?Amendment?) is made and entered into as of April 20, 2022 by and among Software Acquisition Group Inc. III, a Delaware corporation (?Parent?), Nuevo Merger Sub, Inc., a Delaware corporation and a wholly owned subsidiary of Parent (?Merger Sub?), and Branded Online, Inc. dba Nogin, a Delaware

Regulation FD Disclosure, Entry into a Material Definitive Agreement, Unregistered Sales of Equity Securities, Financial Statements and Exhibits

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or Section 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): April 19, 2022 Software Acquisition Group Inc. III (Exact name of registrant as specified in its charter) Delaware 001-40682 86-1370703 (State or other jurisdiction of incorpo

Form of PIPE Warrant Agreement

Exhibit 4.2 FORM OF WARRANT AGREEMENT This agreement (this ?Agreement?) is made as of [ ? ], 2022 between Software Acquisition Group Inc. III, a Delaware corporation (the ?Company?), with offices at 1980 Festival Plaza Drive, Suite 300, Las Vegas, Nevada 89135, and Continental Stock Transfer & Trust Company, a limited purpose trust company, with offices at 1 State Street, 30th Floor, New York, New

Form of Convertible Notes Indenture

Exhibit 4.1 SOFTWARE ACQUISITION GROUP INC. III as Issuer, THE GUARANTORS PARTY HERETO, as Guarantors, and U.S. BANK TRUST COMPANY, NATIONAL ASSOCIATION as Trustee and Collateral Agent INDENTURE Dated as of [ ? ], 2022 7.00 % Convertible Senior Notes due 2026 TABLE OF CONTENTS Page Article 1. Definitions; Rules of Construction 1 Section 1.01. Definitions 1 Section 1.02. Other Definitions 33 Sectio

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or Section 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): April 19, 2022 Software A

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or Section 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): April 19, 2022 Software Acquisition Group Inc. III (Exact name of registrant as specified in its charter) Delaware 001-40682 86-1370703 (State or other jurisdiction of incorpo

Nogin and Software Acquisition Group III Announce PIPE Financing

425 1 d142468d425.htm 425 Filed by Software Acquisition Group Inc. III Pursuant to Rule 425 under the Securities Act of 1933, as amended, and deemed filed pursuant to Rule 14a-12 under the Securities Exchange Act of 1934, as amended Subject Company: Software Acquisition Group Inc. III Commission File No.: 001-40682 Commission File No. for the Related Registration Statement: 333-262723 Date: April

SWAG / Software Acquisition Group Inc III - Class A / MILLENNIUM MANAGEMENT LLC Passive Investment

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G Under the Securities Exchange Act of 1934 SOFTWARE ACQUISITION GROUP INC. III (Name of Issuer) CLASS A COMMON STOCK, PAR VALUE $0.0001 PER SHARE (Title of Class of Securities) 83407J103 (CUSIP Number) APRIL 4, 2022 (Date of event which requires filing of this statement) Check the appropriate box to designate the r

Description of Registrant’s Securities.*

Exhibit 4.2 DESCRIPTION OF THE REGISTRANT?S SECURITIES REGISTERED PURSUANT TO SECTION 12 OF THE SECURITIES EXCHANGE ACT OF 1934, AS AMENDED Pursuant to Software Acquisition Group Inc. III?s (the ?Company,? ?we,? ?us? or ?our?) amended and restated certificate of incorporation, our authorized capital stock consists of 100,000,000 shares of Class A common stock, $0.0001 par value, 10,000,000 shares

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-K (Mark One) ☒ ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(D) OF THE SECURITIES EXCHANGE ACT OF 1934 For the period from January 5, 2021 (inception) through December 31, 2

Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-K (Mark One) ? ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(D) OF THE SECURITIES EXCHANGE ACT OF 1934 For the period from January 5, 2021 (inception) through December 31, 2021 ? TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(D) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to SOF

INDEX TO FINANCIAL STATEMENT Page Report of Independent Registered Public Accounting Firm F-2 Balance Sheet as of August 2, 2021 (as restated) F-3 Notes to Financial Statement (as restated) F-4

Exhibit 99.1 INDEX TO FINANCIAL STATEMENT Page Report of Independent Registered Public Accounting Firm F-2 Balance Sheet as of August 2, 2021 (as restated) F-3 Notes to Financial Statement (as restated) F-4 F-1 REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM To the Stockholders and Board of Directors of Software Acquisition Group Inc. III Opinion on the Financial Statement We have audited

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or Section 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): February 9, 2022 Software

425 1 d314614d425.htm 425 UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or Section 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): February 9, 2022 Software Acquisition Group Inc. III (Exact name of registrant as specified in its charter) Delaware 001-40682 86-1370703 (State or o

JOINT FILING AGREEMENT

EXHIBIT 1 JOINT FILING AGREEMENT In accordance with Rule 13d-1(k) under the Securities Exchange Act of 1934, as amended, the undersigned agree to the joint filing on behalf of each of them of a Statement on Schedule 13G (including any and all amendments thereto) with respect to the shares of Class A common stock, $0.

SWAG / Software Acquisition Group Inc III - Class A / HUBERMAN JONATHAN - SC 13G Passive Investment

SC 13G UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 SCHEDULE 13G UNDER THE SECURITIES EXCHANGE ACT OF 1934 (Amendment No. )* Software Acquisition Group Inc. III (Name of Issuer) Common Stock, par value $0.0001 per share (Title of Class of Securities) 83407J 103 (CUSIP Number) December 31, 2021 (Date of Event Which Requires Filing of this Statement) Check the Appropriate

Entry into a Material Definitive Agreement, Financial Statements and Exhibits

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K/A (Amendment No. 1) CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of Report (Date of earliest event reported): August 2, 2021 Software Acquisition Group Inc. III (Exact name of registrant as specified in its charter) Delaware 001-40682 86-1370703 (state or other jurisdictio

Non-Reliance on Previously Issued Financial Statements or a Related Audit Report or Completed Interim Review

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or Section 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): February 13, 2022 Software Acquisition Group Inc. III (Exact name of registrant as specified in its charter) Delaware 001-40682 86-1370703 (State or other jurisdiction of inco

Company Support Agreement, dated as of February 14, 2022, by and among Software Acquisition Group Inc. III, Branded Online, Inc. dba Nogin and the other parties signatory thereto.

Exhibit 10.2 COMPANY SUPPORT AGREEMENT This Company Support Agreement (this ?Agreement?), dated as of February 14, 2022, is entered into by and among Software Acquisition Group Inc. III, a Delaware corporation (?SWAG III?), Branded Online, Inc. dba Nogin, a Delaware corporation (the ?Company?), and certain of the stockholders of the Company, whose names appear on the signature pages of this Agreem

Filing Fee Table (as previously filed).

Exhibit 107 Calculation of Filing Fee Tables FORM S-4 (Form Type) SOFTWARE ACQUISITION GROUP INC.

Nogin, a Leading Commerce-as-a-Service Platform, to Become Publicly Traded Through Combination with Software Acquisition Group III - Purpose-Built for Merchants and Shoppers Alike, Nogin’s Platform Brings World-Class, Data-Driven eCommerce Capabiliti

Exhibit 99.1 Nogin, a Leading Commerce-as-a-Service Platform, to Become Publicly Traded Through Combination with Software Acquisition Group III - Purpose-Built for Merchants and Shoppers Alike, Nogin?s Platform Brings World-Class, Data-Driven eCommerce Capabilities and the Consumer Experience of Big Retail, Without the Typical Implementation and Optimization Costs of Large-Scale Operations - Busin

Form of Registration Rights Agreement, by and among Branded Online, Inc. dba Nogin and the other parties signatory thereto.

Exhibit 10.3 FORM OF AMENDED AND RESTATED REGISTRATION RIGHTS AGREEMENT BY AND AMONG BRANDED ONLINE, INC. DBA NOGIN, THE SPONSOR HOLDERS SIGNATORY HERETO AND THE LEGACY NOGIN HOLDERS SIGNATORY HERETO DATED [?], 2022 TABLE OF CONTENTS Page 1. DEFINITIONS 2 2. REGISTERED OFFERINGS 5 3. PROCEDURES 12 4. INDEMNIFICATION 16 5. TERMINATION 18 6. MISCELLANEOUS 18 i AMENDED AND RESTATED REGISTRATION RIGHT

Sponsor Agreement, dated as of February 14, 2022, by and among Software Acquisition Holdings III LLC, Software Acquisition Group Inc. III and Branded Online, Inc. dba Nogin.

EX-10.1 3 d314614dex101.htm EX-10.1 Exhibit 10.1 SPONSOR AGREEMENT February 14, 2022 Software Acquisition Group Inc. III c/o Software Acquisition Group Inc. 1980 Festival Plaza Drive Suite 300 Las Vegas, NV 89135 and Branded Online, Inc. dba Nogin 1775 Flight Way STE 400 Tustin, CA 92782 Ladies and Gentlemen: Reference is made to that certain Agreement and Plan of Merger, dated as of the date here

Regulation FD Disclosure, Entry into a Material Definitive Agreement, Financial Statements and Exhibits, Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement of a Registrant

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or Section 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): February 9, 2022 Software Acquisition Group Inc. III (Exact name of registrant as specified in its charter) Delaware 001-40682 86-1370703 (State or other jurisdiction of incor

2

Exhibit 99.3 PRESENTATION Slide 1: COVER SLIDE Operator Good morning, everyone, and thank you for participating in today?s conference call to discuss the Nogin and Software Acquisition Group Inc. III business combination. Joining us today are Software Acquisition Group Inc. III CEO Jonathan Huberman, as well as Nogin, Inc. CEO & Co-Founder Jan-Christopher Nugent and CFO Erik Nakamura. For today?s

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q/A (Amendment No. 1) (MARK ONE) ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarter ended September 30, 2021 ☐ TRAN

Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q/A (Amendment No. 1) (MARK ONE) ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarter ended September 30, 2021 ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission fi

Promissory Note, dated February 9, 2022, by and between the Registrant and the Sponsor (incorporated by reference to Exhibit 10.4 to the Registrant’s Current Report on Form 8-K, filed with the SEC on February 14, 2022). **

Exhibit 10.4 PROMISSORY NOTE $300,000 As of February 9, 2022 Software Acquisition Group Inc. III (?Maker?) promises to pay to the order of Software Acquisition Holdings III LLC or its successors or assigns (?Payee?) the principal sum of Three Hundred Thousand and No Cents ($300,000.00) in lawful money of the United States of America, on the terms and conditions described below. 1. Principal. The p

Agreement and Plan of Merger, dated as of February 14, 2022, by and among Software Acquisition Group Inc. III, Nuevo Merger Sub, Inc. and Branded Online, Inc. dba Nogin.

As filed with the Securities and Exchange Commission on February 14, 2022. Registration No. 333- UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM S-4 REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933 SOFTWARE ACQUISITION GROUP INC. III (Exact name of registrant as specified in its charter) Delaware 6770 86-1370703 (State or other jurisdiction of incorporation or o

EXECUTIVE PRESENTATION FEBRUARY 2022 | CONFIDENTIAL

Exhibit 99.2 EXECUTIVE PRESENTATION FEBRUARY 2022 | CONFIDENTIAL DISCLAIMER This investor presentation (this ?Presentation?) is for informational purposes only to assist interested parties in making their own evaluation with respect to the proposed business combination (the ?Business Combination?) between Software Acquisition Group Inc. III (?SWAG III?) and Branded Online, Inc. (the ?Company? or ?

Agreement and Plan of Merger, dated as of February 14, 2022, by and among Software Acquisition Group Inc. III, Nuevo Merger Sub, Inc. and Branded Online, Inc. dba Nogin.

Exhibit 2.1 AGREEMENT AND PLAN OF MERGER BY AND AMONG SOFTWARE ACQUISITION GROUP INC. III, NUEVO MERGER SUB, INC., and BRANDED ONLINE, INC. dba Nogin Dated as of February 14, 2022 TABLE OF CONTENTS Page ARTICLE I THE MERGER 3 Section 1.1 The Merger 3 Section 1.2 Effective Time 3 Section 1.3 Effect of the Merger 3 Section 1.4 Governing Documents 3 Section 1.5 Directors and Officers 4 ARTICLE II MER

SWAG / Software Acquisition Group Inc III - Class A / HIGHBRIDGE CAPITAL MANAGEMENT LLC Passive Investment

SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G/A Under the Securities Exchange Act of 1934 (Amendment No. 1)* Software Acquisition Group Inc. III (Name of Issuer) Class A Common Stock, par value $0.0001 per share (Title of Class of Securities) 83407J103 (CUSIP Number) December 31, 2021 (Date of event which requires filing of this statement) Check the appropriate box to desi

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 quarter ended September 30, 2021 ☐ TRANSITION REPORT PURSUA

Table of Contents 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 quarter ended September 30, 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 number:001-40682

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 quarter ended June 30, 2021 ☐ TRANSITION REPORT PURSUANT TO

Table of Contents 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 quarter ended June 30, 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 number: 001-40682 Soft

SWAGU / Software Acquisition Group Inc. III Unit / HIGHBRIDGE CAPITAL MANAGEMENT LLC - SOFTWARE ACQUISITION GROUP INC. III Passive Investment

SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G Under the Securities Exchange Act of 1934 (Amendment No. )* Software Acquisition Group Inc. III (Name of Issuer) Class A Common Stock, par value $0.0001 per share (Title of Class of Securities) 83407J202** (CUSIP Number) August 2, 2021 (Date of event which requires filing of this statement) Check the appropriate box to designat

INDEX TO FINANCIAL STATEMENT

Exhibit 99.1 INDEX TO FINANCIAL STATEMENT ? Page Report of Independent Registered Public Accounting Firm F-2 Balance Sheet as of August 2, 2021 F-3 Notes to Financial Statement F-4 F-1 REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM To the Stockholders and Board of Directors of Software Acquisition Group Inc. III Opinion on the Financial Statement We have audited the accompanying balance s

Entry into a Material Definitive Agreement, Financial Statements and Exhibits

8-K 1 brhc100277218k.htm 8-K UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of Report (Date of earliest event reported): August 2, 2021 Software Acquisition Group Inc. III (Exact name of registrant as specified in its charter) Delaware 001-40682 86-1370703 (state or other ju

Software Acquisition Group Inc. III Announces Closing of Underwriter’s Option to Purchase Additional Units in Connection with its Initial Public Offering

Exhibit 99.1 Software Acquisition Group Inc. III Announces Closing of Underwriter?s Option to Purchase Additional Units in Connection with its Initial Public Offering Las Vegas, NV, August 4, 2021 - Software Acquisition Group Inc. III (NASDAQ: SWAGU) (the ?Company?) announced today that it closed the issuance of an additional 2,807,868 units pursuant to the partial exercise of the underwriter?s op

Financial Statements and Exhibits, Other Events

8-K 1 nt10020430x128k.htm FORM 8-K UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of Report (Date of earliest event reported): August 4, 2021 Software Acquisition Group Inc. III (Exact name of registrant as specified in its charter) Delaware 001-40682 86-1370703 (state or ot

Amended and Restated Certificate of Incorporation (incorporated by reference to Exhibit 3.1 to the Registrant’s Current Report on Form 8-K filed with the SEC on August 2, 2021).

Exhibit 3.1 AMENDED AND RESTATED CERTIFICATE OF INCORPORATION OF SOFTWARE ACQUISITION GROUP INC. III July 28, 2021 Software Acquisition Group Inc. III, a corporation organized and existing under the laws of the State of Delaware (the ?Corporation?), DOES HEREBY CERTIFY AS FOLLOWS: 1. The name of the Corporation is ?Software Acquisition Group Inc. III? The original certificate of incorporation of t

Software Acquisition Group Inc. III Announces Pricing of $200,000,000 Initial Public Offering

Exhibit 99.1 Software Acquisition Group Inc. III Announces Pricing of $200,000,000 Initial Public Offering Las Vegas, NV, July 28, 2021 - Software Acquisition Group Inc. III (the ?Company?) announced today that it priced its initial public offering of 20,000,000 units, at $10.00 per unit. The units will be listed on the Nasdaq Capital Market (?Nasdaq?) and will begin trading tomorrow, Thursday, Ju

20,000,000 Units Software Acquisition Group Inc. III UNDERWRITING AGREEMENT

Exhibit 1.1 20,000,000 Units Software Acquisition Group Inc. III UNDERWRITING AGREEMENT July 28, 2021 JEFFERIES LLC As Representative of the several Underwriters c/o JEFFERIES LLC 520 Madison Avenue New York, NY 10022 Ladies and Gentlemen: Introductory. Software Acquisition Group Inc. III, a Delaware corporation (the ?Company?), proposes, upon the terms and subject to the conditions set forth in t

Administrative Support Agreement, dated July 28, 2021, by and between the Company and the Sponsor (incorporated by reference to Exhibit 10.4 to the Registrant’s Current Report on Form 8-K filed with the SEC on August 2, 2021).

Exhibit 10.4 SOFTWARE ACQUISITION GROUP INC. III 1980 Festival Plaza Drive, Suite 300 Las Vegas, NV 89135 July 28, 2021 Software Acquisition Holdings III LLC 1980 Festival Plaza Drive, Suite 300 Las Vegas, NV 89135 Ladies and Gentlemen: This letter agreement will confirm our agreement that, commencing on the effective date (the ?Effective Date?) of the registration statement (the ?Registration Sta

Warrant Agreement, dated as of July 28, 2021, by and between the Company and Continental Stock Transfer & Trust Company, as warrant agent.

Exhibit 4.1 WARRANT AGREEMENT This agreement (?Agreement?) is made as of July 28, 2021 between Software Acquisition Group Inc. III, a Delaware corporation, with offices at 1980 Festival Plaza Drive, Suite 300, Law Vegas, Nevada 89135 (?Company?), and Continental Stock Transfer & Trust Company, a limited purpose trust company, with offices at 1 State Street, 30th Floor, New York, New York 10004, as

Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year, Entry into a Material Definitive Agreement, Unregistered Sales of Equity Securities, Financial Statements and Exhibits, Other Events

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of Report (Date of earliest event reported): July 28, 2021 Software Acquisition Group Inc. III (Exact name of registrant as specified in its charter) Delaware 001-40682 86-1370703 (state or other jurisdiction of incorporation) (

Private Placement Warrants Purchase Agreement, dated July 28, 2021, by and between the Company and the Sponsor (incorporated by reference to Exhibit 10.5 to the Registrant’s Current Report on Form 8-K filed with the SEC on August 2, 2021).

Exhibit 10.5 PRIVATE PLACEMENT WARRANTS PURCHASE AGREEMENT THIS PRIVATE PLACEMENT WARRANTS PURCHASE AGREEMENT (as it may from time to time be amended and including all exhibits referenced herein, this ?Agreement?), dated as of July 28, 2021, is entered into by and among Software Acquisition Group Inc. III, a Delaware corporation (the ?Company?), and Software Acquisition Holdings III LLC, a Delawar

Letter Agreement, dated as of July 28, 2021, by and among the Company, its officers, its directors and Sponsor.

Exhibit 10.1 July 28, 2021 Software Acquisition Group Inc. III 1980 Festival Plaza Drive, Suite 300 Las Vegas, NV 89135 Re: Initial Public Offering Ladies and Gentlemen: This letter (this ?Letter Agreement?) is being delivered to you in accordance with the Underwriting Agreement (the ?Underwriting Agreement?) entered into by and between Software Acquisition Group Inc. III, a Delaware corporation (

Registration Rights Agreement, dated July 28, 2021, by and between the Company and the Sponsor. (incorporated by reference to Exhibit 10.3 to the Registrant’s Current Report on Form 8-K filed with the SEC on August 2, 2021).

Exhibit 10.3 REGISTRATION AND STOCKHOLDER RIGHTS AGREEMENT THIS REGISTRATION AND STOCKHOLDER RIGHTS AGREEMENT (this ?Agreement?), dated as of July 28, 2021, is made and entered into by and among Software Acquisition Group Inc. III, a Delaware corporation (the ?Company?), Software Acquisition Holdings III LLC, a Delaware limited liability company (the ?Sponsor?), and the undersigned parties listed

Investment Management Trust Agreement, dated July 28, 2021, by and between the Company and Continental Stock Transfer & Trust Company, as trustee. (incorporated by reference to Exhibit 10.2 to the Registrant’s Current Report on Form 8-K filed with the SEC on August 2, 2021).

Exhibit 10.2 INVESTMENT MANAGEMENT TRUST AGREEMENT This Investment Management Trust Agreement (this ?Agreement?) is made effective as of July 28, 2021 by and between Software Acquisition Group Inc. III, a Delaware corporation (the ?Company?), and Continental Stock Transfer & Trust Company, a New York limited purpose trust company (the ?Trustee?). WHEREAS, the Company?s registration statement on Fo

Software Acquisition Group Inc. III Announces Closing of $200,000,000 Initial Public Offering

Exhibit 99.2 Software Acquisition Group Inc. III Announces Closing of $200,000,000 Initial Public Offering Las Vegas, NV, August 2, 2021 - Software Acquisition Group Inc. III (NASDAQ: SWAGU) (the ?Company?) announced today that it closed its initial public offering of 20,000,000 units. The offering was priced at $10.00 per unit, resulting in gross proceeds of $200,000,000. The Company granted the