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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.


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