Subject to Completion
Preliminary Prospectus dated November 7, 2022.
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 common stock, $0.0001 par value
per share (Common Stock), which consists of (i) up to 9,982,754 shares of Common Stock that are issuable upon the exercise of 9,982,754 warrants (the Private Placement Warrants) originally issued in a private placement
at a price of $1.00 per Warrant in connection with the initial public offering of Software Acquisition Group Inc. III, a Delaware corporation (SWAG), by the holders thereof, and (ii) up to 11,403,934 shares of Common Stock that are
issuable upon the exercise of 11,403,934 warrants (the Public Warrants and, together with the Private Placement Warrants, the Warrants) originally issued in the initial public offering of units of SWAG at a price of $10.00
per unit, with each unit consisting of one share of SWAGs Class A common stock and one-half of one warrant (the SWAG IPO). Each Warrant entitles the holder thereof to purchase one share of our Common Stock at a price of $11.50 per
share.
This prospectus also relates to the offer and resale from time to time by the selling securityholders (including their
transferees, donees, pledgees and other successors-in-interest) named in this prospectus (the Selling Securityholders) of (i) up to 76,235,936 shares of
Common Stock, which consists of (a) up to 44,716,915 shares of Common Stock issued in connection with the Business Combination (as defined below) at an equity consideration value of $10.00 per share by certain of the Selling Securityholders
named in this prospectus, (b) up to 5,701,957 shares of Common Stock originally issued to the Sponsor (as defined below) in the form of founder shares at a price of approximately $0.004 per share (the Founder Shares), (c) up to
517,079 shares of Common Stock issued in the PIPE Investment (as defined below) at a price of $10.17 per share by certain of the Selling Stockholders named in this prospectus, (d) up to 11,481,142 shares of Common Stock underlying the
Convertible Notes (as defined below), which were purchased at a price of approximately $11.50 per share, calculated based on an initial conversion rate of 86.9565 shares of Common Stock per $1,000 principal amount of Convertible Notes, by certain of
the Selling Securityholders named in this prospectus, (e) up to 1,396,419 shares of Common Stock that are issuable upon the exercise of the PIPE Warrants (as defined below) at an exercise price of $11.50 per share by certain of the Selling
Securityholders named in this prospectus (such PIPE Warrants, which are not listed on a stock exchange, were issued in connection with the purchase and sale of the Convertible Notes for no separate consideration), (f) up to 9,982,754 shares of
Common Stock that are issuable upon the exercise of the Private Placement Warrants (which were originally issued at a price of $1.00 per Warrant) at an exercise price of $11.50 per share by certain of the Selling Securityholders named in this
prospectus and (g) up to 2,439,670 shares of Common Stock issuable as deferred compensation at a price of $5.00 per share in connection with the Transactions by certain of the Selling Securityholders named in this prospectus, and (ii) up
to 9,982,754 Warrants originally issued at a price of $1.00 per Warrant by certain of the Selling Securityholders named in this prospectus.
We will not receive any proceeds from the sale of shares of Common Stock or Warrants by the Selling Securityholders pursuant to this prospectus.
We will receive up to $262.0 million from the exercise of the Warrants and PIPE Warrants, assuming the exercise in full of all of the Warrants and PIPE Warrants for cash, but not from the sale of the shares of Common Stock issuable upon such
exercise. Each Warrant and PIPE Warrant entitles the holder thereof to purchase one share of Common Stock at a price of $11.50 per share. If the price of our Common Stock remains below $11.50 per share, we believe warrant holders will be unlikely to
cash exercise their Warrants or PIPE Warrants, resulting in little or no cash proceeds to us.
The Selling Securityholders can sell, under
this prospectus, up to (a) 76,235,936 shares of Common Stock constituting approximately 73.7% of our issued and outstanding shares of Common Stock and approximately 176.0% of our issued and outstanding shares of Common Stock held by
non-affiliates (assuming, in each case, the exercise of all of our Warrants and PIPE Warrants, the conversion of all of the Convertible Notes and the issuance of all of the shares of Common Stock issuable as deferred compensation in connection with
the Transactions) and (b) 9,982,754 Warrants constituting approximately 46.7% of our issued and outstanding Warrants. Sales of a substantial number of our shares of Common Stock and/or Warrants in the public market by the Selling
Securityholders and/or by our other existing securityholders, or the perception that those sales might occur, could depress the market price of our shares of Common Stock and Warrants and could impair our ability to raise capital through the sale of
additional equity securities. We are unable to predict the effect that such sales may have on the prevailing market price of our shares of Common Stock and Warrants.
The sale of all the securities being offered in this prospectus could result in a significant decline in the public trading price of our
securities. Despite such a decline in the public trading price, some of the Selling Securityholders may still experience a positive rate of return on the securities they purchased due to the differences in the purchase prices described above. Based
on the closing price of our Common Stock of $0.67 on November 4, 2022, the Sponsor may experience potential profit of up to $0.666 per share (or approximately $3.8 million in the aggregate based on the Sponsor holding 5,701,967 Founder Shares)
based on the Sponsors initial purchase price of approximately $0.004 per share. Public securityholders may not be able to experience the same positive rates of return on securities they purchase due to the low price at which the Sponsor
purchased the Founder Shares and Private Placement Warrants.
We are registering the securities for resale pursuant to the Selling
Securityholders registration rights under certain agreements between us and the Selling Securityholders. Our registration of the securities covered by this prospectus does not mean that the Selling Securityholders will offer or sell any of the
shares of Common Stock or Warrants. The Selling Securityholders may offer, sell or distribute all or a portion of their shares of Common Stock or Warrants publicly or through private transactions at prevailing market prices or at negotiated prices.
The Selling Securityholders will bear all commissions and discounts, if any, attributable to their sales of the shares of Common Stock.
We
provide more information about how the Selling Securityholders may sell the shares of Common Stock or Warrants in the section entitled Plan of Distribution.
We are an emerging growth company as defined in Section 2(a) of the Securities Act of 1933, as amended (the
Securities Act), and are subject to reduced public company reporting requirements. This prospectus complies with the requirements that apply to an issuer that is an emerging growth company.
Our Common Stock and Warrants are listed on the Nasdaq Stock Market LLC (Nasdaq) under the symbols NOGN and
NOGNW, respectively. On November 4, 2022, the closing price of our Common Stock was $0.67 and the closing price for our Warrants was $0.0275.
Our business
and investment in our securities involves significant risks. These risks are described in the section titled Risk Factors beginning on page 6 of this prospectus.
Neither the Securities and Exchange Commission nor any state securities commission has approved or disapproved of these securities or passed
upon the accuracy or adequacy of this prospectus. Any representation to the contrary is a criminal offense.
The date of
this prospectus is .