November 7, 2022
VIA EDGAR AND HAND DELIVERY
United States
Securities and Exchange Commission
Division of Corporation Finance
100 F Street, N.E.
Washington, DC 20549-3628
| Attention: |
Kate Beukenkamp |
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Amendment No. 1 to Registration Statement on Form S-1
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Ladies and Gentlemen:
On behalf of Nogin, Inc.
(the “Company”), set forth below are the Company’s responses to the comments of the Staff (the “Staff”) of the Division of Corporation Finance of the Securities and Exchange Commission (the
“Commission”) relating to the Company’s Amendment No. 1 to Registration Statement on Form S-1 (the “Form S-1”),
filed on October 17, 2022. Concurrently with its submission of this letter to the Staff, the Company has filed an amendment to the Form S-1 (the “Amended Form
S-1”) with the Commission through its EDGAR system.
Set forth below are the
responses of the Company to the comments in the Staff’s letter to the Company, dated November 3, 2022, relating to the Form S-1. For convenience of reference, the text of the comments in the
Staff’s letter has been reproduced in bold and italics herein. The Company has also provided its response immediately after each numbered comment. Capitalized terms used but not otherwise defined herein have the meanings assigned to such terms
in the Amended Form S-1.
Amendment No. 1 to Registration Statement on Form S-1 filed October 17, 2022
General
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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 numbers but don’t actually quantify the
sponsor’s aggregate profit in total dollar terms. |
Response: In response to the Staff’s
comment, the Company has revised the disclosure on the prospectus cover page and pages ii and 6 of the Amended Form S-1. The Company also respectfully advises the Staff that the PIPE Warrants, which are not
fungible with the Public
