Software Acquisition Group Inc. III and Nogin Complete Business Combination

TUSTIN, Calif. and LAS VEGAS, Aug. 29, 2022 (GLOBE NEWSWIRE) — Software Acquisition Group Inc. III (Nasdaq: SWAG) (“SWAG”), a publicly traded special purpose acquisition company, today announced the completion of its business combination (the “Business Combination”) with Nogin (“Nogin” or the “Company”), a leading provider of innovative Commerce-as-a-Service (“CaaS”) technology.

The combined company will operate under the name “Nogin, Inc.,” and will be led by Chairman and co-Chief Executive Officer Jan Nugent and President and co-Chief Executive Officer Jon Huberman. Commencing at the open of trading on August 30, 2022, Nogin’s Class A common stock and warrants are expected to trade on Nasdaq under the symbols “NOGN” and “NOGNW,” respectively.

The transaction was approved by SWAG’s stockholders at its special meeting in lieu of the 2022 annual meeting of stockholders held on August 22, 2022. SWAG also announced that holders of 74.6% of its shares of Class A common stock have properly exercised their right to redeem their shares in connection with the proposed merger. As a result, the gross amount of cash that the combined company will receive from SWAG’s trust account and the previously announced concurrent private placement financing upon the closing of these transactions, before transaction expenses, will equal approximately $124 million.

“The completion of our merger with SWAG is an extraordinary milestone for our company, our employees, and our stockholders,” said Nogin Chairman and co-CEO Jan Nugent. “As commerce continues to become more and more complex, brands and merchants are looking for a way to get the hard stuff handled so they can focus on making great products and better connecting with their customers. Becoming a public company enables us to expand our mission to serve our customers and accelerate our growth strategy, bringing Intelligent Commerce to the mainstream. We appreciate the support of the SWAG leadership team throughout this transaction and are looking forward to continuing our partnership as we begin life in the public markets.”

“On behalf of SWAG leadership and our investors, we would like to congratulate the Nogin team on a successful business combination,” said Nogin President and co-CEO Jon Huberman. “In the time that we’ve spent with Jan and the rest of the organization these past few months, our belief in the Company’s value proposition, addressable market opportunity, and growth prospects has only grown. With the transaction completed, I look forward to officially joining the Nogin leadership team and further investing in our mission to deliver world-class ecommerce solutions to a massive end market.”

Additional details on the business combination can be found in the original announcement from February 14, 2022, linked here.

Advisors
Stifel Financial Corp. served as exclusive strategic and financial advisor to Nogin, and Latham & Watkins LLP acted as Nogin’s legal counsel. Gateway Group acted as investor relations advisor to Nogin, and BOCA Communications acted as its public relations advisor. Jefferies LLC served as exclusive financial advisor and capital markets advisor to SWAG III, and Kirkland & Ellis acted as SWAG III’s legal counsel.

About Nogin
Nogin, the Intelligent Commerce company, provides the world’s leading Commerce-as-a-Service (CaaS) technology platform for brand leaders that need to deliver superior growth with predictable costs and an exceptional online experience. The Nogin Commerce Platform is a cloud-based ecommerce environment purpose-built for brands selling direct-to-consumer (D2C) and through online channel partners. Nogin frees its customers to focus on their brands while running as much or as little of the infrastructure as they choose. Founded in 2010, Nogin optimizes the entire ecommerce lifecycle for such D2C brands as bebe, Brookstone, Hurley, and Kenneth Cole, achieving average growth of more than 40% in annual gross merchandise value (GMV) in the first year. To learn more, visit www.nogin.com or follow us on LinkedIn and on Twitter at @Nogincommerce.

About Software Acquisition Group Inc. III

Software Acquisition Group Inc. III is a blank-check company formed for the purpose of effecting a merger, capital stock exchange, asset acquisition, stock purchase, reorganization, or similar business combination with one or more businesses. SWAG is led by Chairman and Chief Executive Officer, Jonathan Huberman, and Vice President of Acquisitions, Mike Nikzad. In addition to Messrs. Huberman and Nikzad, the Board of Directors includes Andrew Nikou, Stephanie Davis, Peter Diamandis, Steven Guggenheimer and Matt Olton.

Forward-Looking Statements
Certain statements included in this communication 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 performance. In some cases, you can identify forward-looking statements by terminology such as “may”, “should”, “would”, “seem”, “expect”, “intend”, “will”, “estimate”, “anticipate”, “believe”, “future”, “predict”, “potential” or “continue”, or the negatives of these terms or variations of them or similar terminology, but the absence of these words does not mean that a statement is not forward looking. Such forward-looking statements are subject to risks, uncertainties, and other factors that could cause actual results to differ materially from those expressed or implied by such forward-looking statements.

These forward-looking statements are based upon estimates and assumptions that, while considered reasonable by the Company and its management, as the case may be, are inherently uncertain. These forward‐looking statements are provided for illustrative purposes only and are not intended to serve as, and must not be relied on by any investor as, a guarantee, an assurance, a prediction or a definitive statement of fact or probability. Actual events and circumstances are difficult or impossible to predict and may differ from assumptions. Many actual events and circumstances are beyond the control of the Company. Factors that may cause actual results to differ materially from current expectations include, but are not limited to, the ability to continue to meet the stock exchange listing, the ability to recognize the anticipated benefits of the business combination, which may be affected by, among other things, competition, the ability of the combined company to grow and manage growth profitably, maintain relationships with customers and suppliers and retain its management and key employees, changes in applicable laws or regulation, the possibility that the Company or the combined company may be adversely affected by other economic, business, and/or competitive factors, and other risks and uncertainties set forth in the section entitled “Risk Factors” and “Cautionary Note Regarding Forward Looking Statements” in documents filed by the Company from time to time with the SEC.

Nothing in this communication should be regarded as a representation by any person that the forward-looking statements set forth herein will be achieved or that any of the contemplated results of such forward-looking statements will be achieved. You should not place undue reliance on forward-looking statements, which speak only as of the date they are made. Neither SWAG nor the Company undertakes any duty to update these forward-looking statements.

Contacts:

Nogin Media Relations Contact
BOCA Communications
nogin@bocacommunications.com

Nogin Investor Relations Contact:
Cody Slach and Tom Colton
Gateway Investor Relations
949-574-3860
nogin@gatewayir.com

Gel Blaster to Use Nogin’s SmartShip Program

TUSTIN, California – August 23, 2022 – Gel Blaster (“Gel Blaster”), the exclusive provider of advanced backyard battle blasters with clean-up technology, has upgraded its online store fulfillment with the SmartShip program delivered by Nogin (“Nogin” or the “Company”), a leading provider of innovative Commerce-as-a-Service (“CaaS”) technology.

Nogin’s SmartShip application helps brands such as Gel Blaster enhance their shipping and fulfillment operations without all the cost and complexity of managing those pieces themselves. SmartShip delivers all the order, inventory, shipping, logistics and warehouse management in one easy-to-use application. SmartShip’s sophisticated technology can be licensed individually or bundled with Nogin’s fulfillment offering, allowing brands to best utilize Nogin to optimize their shipping and fulfillment operations. Fueled by insights from the Company’s wider platform and optimized by ongoing technology upgrades, SmartShip will help Gel Blaster deliver top-tier service to its customers without needing to re-platform.

“As our ecommerce operation expands, it is crucial that we have the right partners in place so we can focus on our products and customers instead of on maintaining our fulfillment technology,” said Gel Blaster President Peyton Healey. “Nogin’s SmartShip program allows us to utilize new commerce insights and provide the exceptional delivery service to which our customers have become accustomed. By simplifying our shipping and fulfillment operations, SmartShip will help us scale as Gel Blaster becomes a household name in outdoor entertainment products.”

“Our mission is always to bring the enterprise capabilities of the largest retailers to brands that are struggling to keep pace,” said Nogin Co-founder and CEO Jan Nugent. “SmartShip represents our commitment to meeting our partners where they need us most, including allowing brands on other storefront platforms to leverage Nogin’s enterprise inventory, fulfillment, and logistics. With our software and scale, Gel Blaster will benefit from highly efficient ecommerce operations and can focus on what it does best – providing great products for its customer base. We look forward to our continued partnership with Gel Blaster and other brands across commerce-based industries who can benefit from optimized shipping.”

The Gel Blaster announcement follows Nogin’s recent announcement of plans to become publicly traded through a combination with Software Acquisition Group III (Nasdaq: SWAG), a special purpose acquisition company. Additional details can be found here.

To read the full press release, click the link below.


Nogin to Appoint Shahriyar Rahmati as Chief Financial Officer and Chief Operating Officer

Accomplished C-Suite Executive and Private Equity Investor Brings Over Two Decades of Technology Sector and Enterprise-Level Operating and Investment Experience

TUSTIN, California and LAS VEGAS, Nevada – August 23, 2022 – Nogin, Inc. (“Nogin” or the
“Company”)
, a leading provider of innovative Commerce-as-a-Service (“CaaS”) technology,
and Software Acquisition Group Inc. III (Nasdaq: SWAG) (“SWAG III”), a special purpose acquisition
company, announced today that the Company has appointed Shahriyar Rahmati as Chief Operating
Officer and Chief Financial Officer, effective upon the closing of the proposed business combination
between Nogin and SWAG III (the “Business Combination”).


Current Nogin CFO Michael Lin will remain with the Company as Executive Vice President, Finance and
Operations and will report directly to Mr. Rahmati.


Shahriyar Rahmati has over twenty years of experience in various C-Suite roles across several industries
and has held operating executive positions at private equity firms in the U.S. and Europe. Most recently,
he served as COO of RugsUSA, an ecommerce retailer of home décor products, which he led during a
time of significant growth. Prior to his role at RugsUSA, Rahmati was a Managing Director and Head of
Portfolio Operations at Comvest Partners, a mid-market private equity firm focused on consumer,
healthcare, and business services investments. Before that, he was a principal at The Gores Group
where he supported the execution and post-acquisition management of companies concentrated in the
technology, media, and telecom sectors. Rahmati was also previously an operating partner at Graham
Partners, where he supported and hired CFOs across the portfolio and held several interim CFO and COO
roles in various sectors. Prior to his time at Graham Partners, Rahmati was a key member of portfolio
company transformation teams on behalf of leading private equity firms such as TPG Capital, Freeman
Spogli and Hellman & Friedman. He began his career in Supply Chain and Finance at Solectron.

To read more, click below to download the full press release.

Software Acquisition Group Inc. III Stockholders Approve Proposed Merger with 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 stockholders have approved its proposed merger with Nogin (“Nogin” or the “Company”) at its special meeting in lieu of the 2022 annual meeting of stockholders held on August 22, 2022.


The merger is scheduled to close on August 24, 2022, and the common stock and warrants of the combined company, which will be renamed “Nogin, Inc.”, are set to commence trading on the Nasdaq Capital Market on August 25, 2022, under the new ticker symbols, “NOGN” and “NOGNW,” respectively.


The formal results of the vote will be included in a Current Report on Form 8-K to be filed by SWAG with the Securities and Exchange Commission.


Additional details on the business combination can be found in the original announcement from February 14, 2022, linked here.

About Nogin
Nogin, the Intelligent Commerce company, provides the world’s leading Commerce-as-a-Service (CaaS) technology platform for brand leaders that need to deliver superior growth with predictable costs and an exceptional online experience. The Nogin Commerce Platform is a cloud-based ecommerce environment purpose-built for brands selling direct-to-consumer (D2C) and through online channel partners. Nogin frees its customers to focus on their brands while running as much or as little of the infrastructure as they choose. Founded in 2010, Nogin optimizes the entire ecommerce lifecycle for such D2C brands as bebe, Brookstone, Hurley, and Kenneth Cole, achieving average growth of more than 40% in annual gross merchandise value (GMV) in the first year. To learn more, visit www.nogin.com or follow us on LinkedIn and on Twitter at @Nogincommerce.


About SWAG
Software Acquisition Group Inc. III is a blank-check company formed for the purpose of effecting a merger, capital stock exchange, asset acquisition, stock purchase, reorganization, or similar business combination with one or more businesses. SWAG is led by Chairman and Chief Executive Officer, Jonathan Huberman, and Vice President of Acquisitions, Mike Nikzad. In addition to Messrs. Huberman and Nikzad, the Board of Directors includes Andrew Nikou, Stephanie Davis, Peter Diamandis, Steven Guggenheimer and Matt Olton.


Forward-Looking Statements
Certain statements included in this communication 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 SWAG’s or the Company’s future financial or operating performance. In some cases, you can identify forward-looking statements by terminology such as “may”, “should”, “would”, “seem”, “expect”, “intend”, “will”, “estimate”, “anticipate”, “believe”, “future”, “predict”, “potential” or “continue”, or the negatives of these terms or variations of them or similar terminology, but the absence of these words does not mean that a statement is not forward looking. Such forward-looking statements are subject to risks, uncertainties, and other factors that could cause actual results to differ materially from those expressed or implied by such forward-looking statements.


These forward-looking statements are based upon estimates and assumptions that, while considered reasonable by SWAG and its management, and the Company and its management, as the case may be, are inherently uncertain. These forward‐looking statements are provided for illustrative purposes only and are not intended to serve as, and must not be relied on by any investor as, a guarantee, an assurance, a prediction or a definitive statement of fact or probability. Actual events and circumstances are difficult or impossible to predict and may differ from assumptions. Many actual events and circumstances are beyond the control of SWAG. Factors that may cause actual results to differ materially from current expectations include, but are not limited to: (1) the occurrence of any event, change or other circumstances that could give rise to the termination of negotiations and any subsequent definitive agreements with respect to the business combination; (2) the outcome of any legal proceedings that may be instituted against SWAG, the combined company or others following the announcement of the business combination and any definitive agreements with respect thereto; (3) the inability to complete the business combination due to the failure to satisfy conditions to closing; (4) the risk that SWAG, the Company and certain other parties to the business combination and related transactions (collectively, the “Transactions”) may amend one or more agreements applicable to the Transactions prior to the closing of the Transactions, and/or that the Transactions may not be completed in a timely manner, in the amount described herein or at all; (5) the ability to meet stock exchange listing standards following the consummation of the business combination; (6) the risk that the business combination disrupts current plans and operations of the Company as a result of the consummation of the business combination; (7) the ability to recognize the anticipated benefits of the business combination, which may be affected by, among other things, competition, the ability of the combined company to grow and manage growth profitably, maintain relationships with customers and suppliers and retain its management and key employees; (8) costs related to the business combination; (9) changes in applicable laws or regulations; (10) the possibility that the Company or the combined company may be adversely affected by other economic, business, and/or competitive factors; (11) inaccuracies for any reason in the estimates of expenses and profitability and projected financial information for the Company; and (12) other risks and uncertainties set forth in the section entitled “Risk Factors” and “Cautionary Note Regarding Forward Looking Statements” in SWAG’s (i) Annual Report on Form 10-K for the year ended December 31, 2021, (ii) Quarterly Reports on Form 10-Q for the quarters ended March 31, 2022 and June 30, 2022, (iii) definitive proxy statement/prospectus filed with the SEC on July 27, 2022 and (iv) other documents filed by SWAG from time to time with the SEC.


Nothing in this communication should be regarded as a representation by any person that the forward-looking statements set forth herein will be achieved or that any of the contemplated results of such forward-looking statements will be achieved. You should not place undue reliance on forward-looking statements, which speak only as of the date they are made. Neither SWAG nor the Company undertakes any duty to update these forward-looking statements.

Click below to download the press release.

Nogin Announces Agreement with United Sports Brands to Plug Into its Intelligent Commerce Platform

 

 

United Sports Brands, a Multi-Channel Commerce Leader in Sports Performance and Protection, Will Leverage Nogin’s Commerce-as-a-Service Platform to Optimize Online Store Performance

Branded Online, Inc. dba Nogin (“Nogin” or the “Company”), a leading provider of innovative Commerce-as-a-Service (“CaaS”) technology, has announced a multi-brand CaaS agreement with United Sports Brands (“USB”), a leader in sports performance and protection.

Nogin’s all-in-one software platform is a cloud-based, headless, eCommerce environment, purpose-built for brands selling direct-to-consumer (“DTC”) and through online channel partners. As part of a three-year agreement, USB brands will plug into Intelligent Commerce to deliver world class eCommerce to their consumers without all the cost, complexity, time, and risk of building and managing their own online stores.

In addition to Nogin’s full stack eCommerce platform, USB brands receive advanced proprietary modules such as the Company’s Customer Data Platform, Social Commerce, and Predictive Automation technologies, features that help enhance sales growth and improve profits. In addition, Nogin’s ongoing upgrades and optimizations to these features help ensure that brands will never need to re-platform their eCommerce operations to remain on the cutting-edge.

“As we look to drive growth within our brand portfolio, it is critical that we meet consumers where they choose to shop,” said USB CEO Michael Magerman. “With Nogin’s technology, we’ll be able to provide top-tier online shopping experiences while channeling our resources to instead focus on our products and consumers. This allows us to invest in other areas of our business while we continue executing our multi-channel commerce expansion across our brands.”

“Our mission is to empower brands to keep pace with the biggest online retailers, regardless of industry,” said Nogin Co-Founder and CEO Jan Nugent. “This partnership with USB reaffirms our commitment to elevating commerce experiences across sectors, including for brands selling consumer and lifestyle products. With our expertise, USB will unlock new consumer segments, revenue opportunities, and operating efficiencies without the traditional time, money, and risk associated with building a series of online stores. We look forward to providing the technologies and services necessary to add horsepower to USB’s eCommerce initiatives in the coming months.”