FORM 3
UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

INITIAL STATEMENT OF BENEFICIAL OWNERSHIP OF SECURITIES

Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934 or Section 30(h) of the Investment Company Act of 1940
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(Print or Type Responses)
1. Name and Address of Reporting Person *
  B. Riley Financial, Inc.
2. Date of Event Requiring Statement (Month/Day/Year)
08/19/2022
3. Issuer Name and Ticker or Trading Symbol
Nogin, Inc. [NOGN]
(Last)
(First)
(Middle)
11100 SANTA MONICA BOULEVARD, SUITE 800
4. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
_____ Director __X__ 10% Owner
_____ Officer (give title below) _____ Other (specify below)
5. If Amendment, Date Original Filed(Month/Day/Year)
08/29/2022
(Street)

LOS ANGELES, CA 90025
6. Individual or Joint/Group Filing(Check Applicable Line)
___ Form filed by One Reporting Person
_X_ Form filed by More than One Reporting Person
(City)
(State)
(Zip)
Table I - Non-Derivative Securities Beneficially Owned
1.Title of Security
(Instr. 4)
2. Amount of Securities Beneficially Owned
(Instr. 4)
3. Ownership Form: Direct (D) or Indirect (I)
(Instr. 5)
4. Nature of Indirect Beneficial Ownership
(Instr. 5)
Common Stock 5,683,899
I
By ABJ5, LLC (1) (2) (3)
Common Stock 517,079
I
By B. Riley Securities, Inc. (1) (2) (3)

Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly. SEC 1473 (7-02)
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Table II - Derivative Securities Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security
(Instr. 4)
2. Date Exercisable and Expiration Date
(Month/Day/Year)
3. Title and Amount of Securities Underlying Derivative Security
(Instr. 4)
4. Conversion or Exercise Price of Derivative Security 5. Ownership Form of Derivative Security: Direct (D) or Indirect (I)
(Instr. 5)
6. Nature of Indirect Beneficial Ownership
(Instr. 5)
Date Exercisable Expiration Date Title Amount or Number of Shares

Reporting Owners

Reporting Owner Name / Address Relationships
Director 10% Owner Officer Other
B. Riley Financial, Inc.
11100 SANTA MONICA BOULEVARD, SUITE 800
LOS ANGELES, CA 90025
    X    
B. RILEY PRINCIPAL INVESTMENTS, LLC
11100 SANTA MONICA BOULEVARD, SUITE 800
LOS ANGELES, CA 90025
    X    
ABJ5, LLC
11100 SANTA MONICA BOULEVARD, SUITE 800
LOS ANGELES, CA 90025
    X    
B. Riley Securities, Inc.
11100 SANTA MONICA BOULEVARD, SUITE 800
LOS ANGELES, CA 90025
    X    
RILEY BRYANT R
11100 SANTA MONICA BOULEVARD, SUITE 800
LOS ANGELES, CA 90025
    X    

Signatures

B. Riley Financial, Inc., by: /s/ Bryant R. Riley, Co-Chief Executive Officer 09/01/2022
**Signature of Reporting Person Date

B. Riley Principal Investments, LLC by: /s/ Kenneth Young, Chief Executive Officer 09/01/2022
**Signature of Reporting Person Date

ABJ5, LLC by: /s/ Jimmy Baker, President 09/01/2022
**Signature of Reporting Person Date

B. Riley Securities, Inc. by /s/ Andrew Moore, Chief Executive Officer 09/01/2022
**Signature of Reporting Person Date

/s/ Bryant R. Riley 09/01/2022
**Signature of Reporting Person Date

Explanation of Responses:

* If the form is filed by more than one reporting person, see Instruction 5(b)(v).
** Intentional misstatements or omissions of facts constitute Federal Criminal Violations. See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a).
(1) This Form 3 is being filed jointly by B. Riley Financial, Inc., a Delaware corporation ("BRF"), B. Riley Principal Investments, LLC, a Delaware limited liability company ("BRPI"), ABJ5, LLC, a Delaware limited liability company ("ABJ5"), B. Riley Securities, Inc., a Delaware corporation ("BRS"), and Bryant R. Riley.
(2) ABJ5 is a wholly-owned subsidiary of BRPI. As a result, BRPI may be deemed to indirectly beneficially own the securities of Software Acquisition Group, Inc. III. (the "Issuer") held of record by ABJ5. BRF is the parent company of BRPI and BRS. As a result, BRF may be deemed to indirectly beneficially own the securities of the Issuer held of record by ABJ5, BRPI and BRS.
(3) Bryant R. Riley is the Co-Chief Executive Officer and Chairman of the Board of Directors of BRF. As a result, Bryant R. Riley may be deemed to indirectly beneficially own the securities of the Issuer held of record by ABJ5, BRPI and BRS. Each of BRF, BRPI, ABJ5, BRS, and Bryant R. Riley expressly disclaims beneficial ownership of the securities of the Issuer reported herein held indirectly except to the extent of his pecuniary interest therein.
 
Remarks:
This filing amends the Form 3 filed on August 29, 2022 to reflect the addition of ABJ5 as a Reporting Person and signatory hereto. ABJ5 had not yet obtained edgar access codes at the time of the prior Form 3 filing and has since obtained such codes.

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