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                              November 3, 2022

       Jan-Christopher Nugent
       Co-Chief Executive Officer
       Nogin, Inc.
       1775 Flight Way, STE 400
       Tustin, CA 92782

                                                        Re: Nogin, Inc.
                                                            Amendment No. 1 to
Registration Statement on Form S-1
                                                            Filed October 17,
2022
                                                            File No. 333-267449

       Dear Jan-Christopher Nugent:

              We have reviewed your amended registration statement and have the
following
       comment. In our comment, we may ask you to provide us with information
so we may better
       understand your disclosure.

              Please respond to this letter by amending your registration
statement and providing the
       requested information. If you do not believe our comment applies to your
facts and
       circumstances or do not believe an amendment is appropriate, please tell
us why in your
       response.

              After reviewing any amendment to your registration statement and
the information you
       provide in response to this comment, we may have additional comments.
Unless we note
       otherwise, our references to prior comments are to comments in our
September 30, 2022 letter.

       Amendment No. 1 to Registration Statement on Form S-1 filed October 17,
2022

       General

   1.                                                   We note your response
to comment 6 and reissue in part. Please revise your prospectus
                                                        throughout to disclose
the price that the holders of the PIPE Warrants paid for the
                                                        warrants being
registered for resale and highlight the difference in the current trading
                                                        price and the price
paid by the PIPE investors as compared to the price paid by public
                                                        securityholders to
acquire their shares or warrants. Additionally, we note your disclosure
                                                        regarding the purchase
price of the sponsor's shares of common stock and potential profit
                                                        they may earn based on
the current trading price. Please revise to also quantify the
                                                        aggregate potential
profit based upon the current trading price and their original purchase
                                                        price. In this regard,
we note that you disclose the price difference between the two
 Jan-Christopher Nugent
Nogin, Inc.
November 3, 2022
Page 2
      numbers but don't actually quantify the sponsor's aggregate profit in
total dollar terms.
       Please contact Kate Beukenkamp at 202-551-3861 or Donald Field at
202-551-3680 with
any questions.



                                                            Sincerely,
FirstName LastNameJan-Christopher Nugent
                                                            Division of
Corporation Finance
Comapany NameNogin, Inc.
                                                            Office of Trade &
Services
November 3, 2022 Page 2
cc:       Ryan J. Lynch
FirstName LastName