UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM
CURRENT REPORT
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| Item 5.07 | Submission of Matters to a Vote of Security Holders. |
On August 22, 2022, Software Acquisition Group Inc. III, a Delaware corporation (“SWAG”), held a special meeting of its stockholders (the “Special Meeting”), at which holders of 22,865,778 shares of common stock (consisting of 17,163,811 shares of Class A common stock and 5,701,967 shares of Class B common stock) were present in person or by proxy, representing 80.2% of the voting power of SWAG’s common stock as of the date of the Special Meeting, and constituting a quorum for the transaction of business. The proposals listed below are described in more detail in the definitive proxy statement/prospectus of SWAG, which was filed with the Securities and Exchange Commission on July 27, 2022 (the “Proxy Statement/Prospectus”). A summary of the voting results at the Special Meeting is set forth below:
The shareholders approved the Business Combination Proposal, the Charter Approval Proposal, the Governance Proposal, the Director Election Proposal, the Nasdaq Proposal and the Incentive Award Plan Proposal (each as defined in the Proxy Statement/Prospectus).
The voting results for each proposal are provided below. There were no broker non-votes for any of the proposals.
The Business Combination Proposal:
| For |
Against |
Abstain |
Broker Non-Votes | |||
| 22,145,080 |
640,462 |
80,236 |
0 |
The Charter Approval Proposal:
| For |
Against |
Abstain |
Broker Non-Votes | |||
| 22,120,066 |
665,536 |
80,236 |
0 |
The Governance Proposal:
| For |
Against |
Abstain |
Broker Non-Votes | |||
| 18,738,868 |
2,099,658 |
2,027,252 |
0 |
The Director Election Proposal:
| For |
Against |
Abstain |
Broker Non-Votes | |||
| 22,070,006 |
665,536 |
130,236 |
0 |
The Nasdaq Proposal:
| For |
Against |
Abstain |
Broker Non-Votes | |||
| 22,120,006 |
665,536 |
80,236 |
0 |
The Incentive Award Plan Proposal:
| For |
Against |
Abstain |
Broker Non-Votes | |||
| 21,076,784 |
1,708,758 |
80,236 |
0 |
Based on the results of the Special Meeting, and subject to the satisfaction or waiver of certain other closing conditions as described in the Proxy Statement/Prospectus, the transactions contemplated by that certain Agreement and Plan of Merger, dated as of February 14, 2022, by and among SWAG, Nuevo Merger Sub, Inc., a wholly owned subsidiary of SWAG, and Branded Online, Inc. (dba Nogin) (“Nogin”) (the “Business Combination”) are expected to be consummated on August 24, 2022. Following the consummation of the Business Combination, the common stock and warrants of Nogin are expected to begin trading on the Nasdaq Capital Market under the symbol “NOGN” and “NOGNW” on August 25, 2022.
Attached as Exhibit 99.1 hereto and incorporated by reference herein is the press release that was released on August 22, 2022 announcing the voting results at the Special Meeting.
| Item 9.01 | Financial Statements and Exhibits. |
(d)
| Exhibit | Description | |
| 99.1 | Press Release, dated August 22, 2022. | |
| 104 | Cover Page Interactive Data File (embedded within the Inline XBRL document). | |
SIGNATURE
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
Dated: August 23, 2022
| SOFTWARE ACQUISITION GROUP INC. III | ||
| By: | /s/ Jonathan S. Huberman | |
| Name: | Jonathan S. Huberman | |
| Title: | Chief Executive Officer | |
[Signature Page to Form 8-K]