SPACInsider Logo
Software Acq. Group III (SWAG) Arranges Common Stock Purchase Agreement
by Marlena Haddad on 2022-08-18 at 10:15am

Software Acquisition Group Inc. III (NASDAQ:SWAG) announced this morning that it intends to enter into a purchase agreement with a financial institution in connection with its combination with Commerce-as-a-Service technology provider Nogin.

The unnamed financial institution would use commercially reasonable efforts to purchase 6 million shares of SWAG’s Class A Common Stock at a price per share equal to the redemption amount. SWAG would pay the financial institution cash from its trust immediately following the closing of the business combination in an amount equal to 80% of the price of the shares purchased by the financial institution.

After that time, the institution is allowed to sell the shares in the four years plus one day after the close. Following the recoupment of the Standby Capital Support Amount by the financial institution, which is the amount of the institution’s purchase price less the 80% payment, any subsequent sales of shares will be limited to 25% of daily volume of the shares to the extent the price is at any time at or above $7.50 and the mutual agreement of the SPAC and the financial institution, to the extent the share price is below $7.50.

Further, following the recoupment of the Standby Capital Support Amount, the financial institution will retain from subsequent sales of shares approximately 3.5% of the proceeds from the trust that were paid to the financial institution. In the event that the financial institution does not recoup the full Standby Capital Support Amount, SWAG will be obligated to pay the institution in cash the standby amount less the proceeds received by the institution from any sales of shares and less certain other fees that may be earned under the arrangement.

Today’s common stock purchase agreement comes a few months after the SPAC added $60 million in convertible note financing to its combination, which did not feature a PIPE. The note covers the transaction’s $50 million minimum cash condition and was led by UBS Asset Management’s Hedge Fund Solutions, which also drew investment from Tenor Capital Management and Software III CEO Jonathan Huberman. UBS may also increase its investment by $10 million through an accordion feature.

The SPAC announced its $646 million business combination with Nogin earlier this year on February 14, 2022. Tustin, California-based Nogin delivers Commerce as a Service to leading brands in the fashion, CPG, beauty, health, and wellness industries, specifically to help global brands keep pace with big retail and drive predictable profitability.

Jan-Christopher Nugent, Co-Founder and CEO of Nogin and Jon Huberman, Chairman, CEO and CFO of Software Acquisition Group Inc. III recently joined SPACInsider’s podcast to discuss the deal in greater detail.

 

Recent Posts
by Kristi Marvin on 2023-01-28 at 1:59pm

Terms Tracker for the Week Ending January 27, 2022 Welcome to our weekly column where we discuss the findings from our IPO terms tracker based on the previous week’s pricings. We’re coming up on the end of January, the first month of the year, and to-date no new S-1s have been filed. Additionally, the number...

by Marlena Haddad on 2023-01-27 at 11:34am

  Below is a daily summary of links to the latest SPAC news and rumors gathered across the web.  Latest SPAC News: Circle spokesperson denies blaming SEC for failed deal, BuzzFeed CEO says AI-powered content will be part of core business, and FaZe Clan faces possible delisting Circle Spokesperson Denies Blaming SEC for Failed $9 Billion Deal...

by Nicholas Alan Clayton on 2023-01-27 at 10:00am

Health Sciences 2 (NASDAQ:HSAQ) announced that it closed its combination with Orchestra BioMed on January 26. HSAQ ahead of its vote pre-announced redemption figures of 1,597,888 shares equating to 67.7% redemptions, however, that’s still subject to change.  However, today it was noted that Orchestra BioMed is to receive $70 million in gross proceeds including $20...

by Kristi Marvin on 2023-01-27 at 7:33am

Carbon capture technology has long been talked about, and it is finally in operation with LanzaTech among the pioneers. Its plants are turning potential emissions into clothing, household goods and sustainable fuels. SPAC cash is now also an accelerant in this new process as the company announced a $1.7 billion combination with AMCI II last March. This week, we caught up with...

by Nicholas Alan Clayton on 2023-01-27 at 7:30am

In this series we’ll be examining successful SPAC deals from the past both in the terms and circumstances of their de-SPAC processes and how they have weathered the storms that have followed after their public listings with research from SPACInsider contributor Anthony Sozzi. Thirty months does not sound like that long, but it’s been a...

Privacy Policy|Terms Of Use
Copyright © 2022 SPACInsider, Inc. All Rights Reserved