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Software Acquisition Group Inc. III

SWAG · Nasdaq

Trust settledNogin, Inc. · Finished

NO ACTION REQUIRED

Nothing left to do

The purchase completed and the shares became shares in the company it bought. There is no deadline left to miss.

Cash at settlement

no closing figure

No cash-per-share figure was filed for this vehicle before it finished.

Last close

no quote on file

Daily close

Nothing left to claim

this vehicle finished

There is nothing to hand back: holders who wanted cash elected it at the vote, and the rest became shares in the buyer.

Read what happened to the cash

The floor

Trust settled

This SPAC has finished — its trust was paid out or used to close the deal, so there is nothing left to redeem

Read the reasoning behind this verdict

No price history on file yet — daily closes accumulate from the market data feed.

Trust settled · There is no line to draw here. This vehicle has finished: the cash was paid back or spent closing the deal, so the last filed figure describes an account that no longer exists and would be a floor under nothing.

SpacBrain’s read

Trust settled

The deal closed — SPAC shares became the target's shares, so there is no trust left to redeem (nobody missed a window; holders who wanted cash elected it at the vote).

In plain terms

What it is
A SPAC from B. Riley Financial, Inc., listed on Nasdaq in July 2021.
What it's doing now
It agreed to buy Nogin, Inc.. That purchase completed, and it stopped being a SPAC — the shares became shares in the business it bought.
What you should know
This SPAC has finished. The purchase completed, and the shares became shares in the company it bought — anyone who wanted the cash instead asked for it at the vote, so there is no cash left here to claim and no deadline left to miss.

At a glance

Where it stands
Closed (deSPAC)
The business it bought
Nogin, Inc. — Nogin , the Intelligent Commerce company, provides the world’s leading Commerce-as-a-Service (CaaS) technology platform for brand leaders that need to deliver superior growth with predictable costs and an exceptional online experience.
Industry
the deal record does not name the target's industry yet
Deal value
not stated in the filings we hold
Price vs cash at settlement
no live price on file
Cash in trust when it settled
not yet extracted into a snapshot — the filings below may state it
the last trust total filed while this was still a SPAC — the account has since been paid out or used to close the deal
IPO
30 July 2021
size not on file
Headquarters
1775 FLIGHT WAY, STE 400, TUSTIN, CA, 92782
Lead underwriter
not extracted from the prospectus yet
Key officers
no Form 3/4 ownership filing captured yet
Listed securities
SWAG common
Cash held per sharenot filed for this window

This vehicle has finished, so there is no window to file a cash-per-share figure for and none will follow. No estimate is shown in its place.

Next date that mattersno dated event on file

Nothing dated is on file. That is an absence in the record, not a statement that nothing is coming.

Yield to redemption

Nothing left to redeem — no yield to compute.

This SPAC has finished — its trust was paid back or used to close the deal, so there is nothing left to redeem and no yield to compute. A yield to redemption is a claim that you can hand these shares back for the trust cash. That account is closed, so this page will not print a number here.

What happened to the cash

The reasoning behind the verdict above, in the order the filings establish it.

  1. The deal closed — SPAC shares became the target's shares, so there is no trust left to redeem (nobody missed a window; holders who wanted cash elected it at the vote).

What has happened, and what is coming

1 dated milestone

Every dated step from the day it listed to the next date you may have to act on. Where you have to do something, the day your broker needs the instruction is marked too.

  1. 30 July 2021IPOpassed

    IPO size not on file

The deal

terms as filed

What it is buying, on what terms, and how much of the combined company new shares take from you.

  • Nogin, Inc.—
    closed
    Deal structureSEC-primary — BCA 8-K / S-4 / DEFM14A
    PIPE
    ≈ $65M · unsourced

    PIPE terms — instrument, coupon, conversion price and any reset floor — are not sourced for this deal. The size above is itself unsourced — a stored figure no filing we hold states — so neither the size nor the terms should be read as cited.

    stated in:0001193125-22-150471 opens on sec.gov in a new tab

The score

deterministic, from filed fields

SWAG is not in the scored universe, so no score is shown. A withheld score is a fact about the record, not a verdict about the company.

Asymmetric return scoreNeither a price nor a cash-per-share figure is on file for this vehicle, and the score is a ratio between the two. Nothing is estimated to fill the gap.

The score is only published for names that carry both a price and a filed cash-per-share figure — 292 of the tracked fleet today. The rest keep an empty dial rather than a modelled one, and fill in by themselves as the fields land.

See the names that are scored, and how

The company

from SEC filings
Read the full profile

Software Acquisition Group Inc. III was a blank-check company whose common stock traded on the Nasdaq Stock Market under the ticker SWAG. The company priced its initial public offering on July 30, 2021, under SEC file number 333-253230, with shares registered for cash on S-1 form 0001140361-21-005274. The registrant self-described as a blank check company in its 424B4 prospectus and was classified under SEC SIC industry code 7389 (Services-Business Services, NEC). On September 1, 2022, the company filed an 8-K reporting a change in shell company status under item 5.06, establishing that it had completed a business combination and no longer files as a blank-check vehicle. EDGAR now lists the company's CIK 0001841800 under the name Nogin, Inc.

Material findings

from the full read of every filing

Every document this company files gets read whole — body and exhibits. These are the ones the read flagged as material, newest first, each citing its filing.

  • S-4/A27 July 20220001193125-22-202345opens on sec.gov in a new tab

    Holders of Nogin common and preferred stock receive aggregate consideration of approximately $566.0 million in newly issued SWAG Class A Common Stock at a price of $10.00 per share, with an election to take part of $15.0 million of that consideration in cash. The financing is not fully committed: the April 19, 2022 PIPE subscription agreements provide for up to $75.0 million of 7.00% Convertible Senior Notes due 2026 plus 1.5 million PIPE Warrants issued for no additional consideration, but the PIPE investors have currently committed to $65.0 million of Notes and 1.3 million warrants.

  • S-4/A18 July 20220001193125-22-196070opens on sec.gov in a new tab

    Holders of Nogin common and preferred stock receive aggregate consideration of approximately $566.0 million in newly issued SWAG Class A Common Stock at a price of $10.00 per share, with an election to take part of $15.0 million of it in cash. The PIPE is only partly committed: the April 19, 2022 subscription agreements provide for up to $75.0 million of 7.00% Convertible Senior Notes due 2026 and 1.5 million PIPE Warrants for no additional consideration, while the investors have currently committed $65.0 million and 1.3 million warrants.

  • S-4/A18 July 20220001193125-22-196390opens on sec.gov in a new tab

    No term of the Nogin transaction changed here, so nothing in this filing should be read as new. The exhibit index does record the documents the deal rests on: the Agreement and Plan of Merger dated as of February 14, 2022 at Annex A and its amendment dated as of April 20, 2022 at Annex A-2, the form of Convertible Notes Indenture at Annex H, the form of PIPE Warrant Agreement at Annex J, and the warrant agreement dated November 9, 2020 with Continental Stock Transfer & Trust Company. The economics must be read from the amendment carrying Part I.

  • S-4/A29 June 20220001193125-22-184528opens on sec.gov in a new tab

    Consideration is stated as approximately $566.0 million, payable in newly issued SWAG Class A common stock priced at $10.00 per share, with holders able to elect a portion of a separate $15.0 million payable in cash. The $10.00 is the contractual issue price the agreement sets, not a market or trust figure, so the share count follows arithmetic rather than trading. Both SWAG's and Nogin's stockholders must approve before the merger can complete. Nogin option holders receive options over SWAG Class A common stock instead of cash or shares.

  • S-4/A16 May 20220001193125-22-150471opens on sec.gov in a new tab

    The consideration description in this amendment reaches holders of Nogin common stock and Nogin preferred stock, with aggregate consideration of approximately $566.0 million payable in newly issued SWAG Class A common stock at a price of $10.00 per share, and holders may elect a portion of the $15.0 million of consideration that is payable in cash. Holders of Nogin options instead receive options over SWAG Class A common stock. The stock leg is struck at a fixed $10.00 rather than at market, so redemptions change who owns the company without changing the share count issued.

  • S-414 February 20220001193125-22-042198opens on sec.gov in a new tab

    The registration statement was filed the same day the merger agreement was signed, so the deal has no pre-filing announcement history to compare this document against. Holders of Nogin common stock and vested options are to receive aggregate consideration of approximately $566.0 million, paid in newly issued SWAG Class A common stock valued at $10.00 per share or in vested SWAG options, with holders able to elect a portion of the $20.0 million of consideration that is payable in cash. The stock component's per-share value is fixed by the agreement, not by market price.

Filings

live EDGAR feed

Everything this company has filed with the SEC recently, newest first, each with a plain summary of what changed and why it matters.

Show the other 10 filings

The record

The reference detail — how the shares were structured at listing, how thinly they trade, and where the company is registered.

Show the reference detail

Unit structure

Cash in trust at IPOnot extracted from the prospectus

from 424B3 0001193125-23-269413

Trading & liquidity

Average daily volume (20d)no volume reported on the bars we hold
Average daily $ volumeneeds both volume and a live price
Range over the bars heldnot enough price history
Total cash in trustthe trust total is not in the last XBRL stamp

Company profile

Industry (SIC)Services-Business Services, NEC (7389)
Registered innot stated in SEC submissions
Exchange · CIKNasdaq · 0001841800

All filings on EDGARopens on sec.gov in a new tab

Directors & officers

No Form 3/4 ownership filing has been captured for this SPAC yet, so the roster is empty rather than guessed.

Institutional holders

from SC 13G/13D

Funds that have declared a stake above 5%. Heavy ownership by arbitrage funds usually means heavy cash-outs at the next vote.

Show the declared stakes

9 filers with a stake on file · 0 re-affirmed in the last 12 months. A stake with no amendment since is the filer’s last word on it, not proof it is still held — and percentages filed in different years are percentages of different floats, because this vehicle’s share count collapses at every redemption.

One line per filer, not per reporting person: a joint schedule names the management company, its funds and often the individual who controls them, and all of them report the same shares. Click a name for that filer’s whole footprint across every SPAC it has declared a stake in.

News

company wires and the financial press

Reporting we have matched to this ticker. Headlines belong to the outlets that wrote them.

Show the headlines

Sources on file

harvested pages, kept in full

Every public page we have read about this company, stored in full so a source can never go missing.

Show the sources

In plain English

tap a term to open it

Every piece of jargon this page could have used, and what it actually means.

Open the plain-English guide
No floor / floorlessthe cash guarantee is gone — the price is unprotected

A SPAC's downside protection is not the cash in trust; it is your right to demand that cash. Once the redemption window closes, the cash stays with the company and the share can trade anywhere.

Redemption deadlinethe last day to hand shares back for cash

Set by the filing that calls the meeting. Tender after it and the company is under no obligation to pay you the trust value.

Broker action datethe day your broker needs the instruction — earlier than the official date

Brokers batch redemption instructions to the transfer agent, so the practical cutoff is roughly two business days before the published deadline. This is the date that actually costs people the floor.

Cash in trust / trust per sharethe cash the company is holding for each public share

Filed quarterly in the 10-Q's XBRL. It earns interest between filings, so the figure on a given day is slightly higher than the last filed one — where we show that we label it an estimate.

Trust discountbuying below the cash held for you

Only meaningful while a redemption right exists. On a floorless name the same arithmetic is not a discount, it is the market pricing distress, and this product will not call it a yield.

Dilutionhow much of the company new shares take from you

Sponsor promote, PIPE shares, warrants and rights all issue stock that did not pay $10 for it. The headline deal value is before that; the effective value is after.

Pro-forma equitywhat the company is valued at once the deal closes

The combined company's equity value assuming the announced terms and the redemptions that have actually happened.

ARShow much upside you get per unit of downside

SpacBrain's asymmetric-return score. It is deterministic — the same inputs always produce the same number — and it is capped, not zeroed, when the floor is gone.

De-SPACthe day the SPAC becomes the real company

The shares stop being a claim on a pot of cash and start being equity in an operating business. Roughly 80% of recent de-SPACs traded below $10 within a year.

Outside datethe contractual long-stop for closing the deal

A deadline between the SPAC and its target, not between the SPAC and you. It confers no right to cash, which is exactly why it must never be counted as a redemption window.

Accession numberthe SEC's unique id for one filing

Every figure on this page carries the accession of the filing that states it, so you can open the primary document rather than trust us.

Accreted NAV (estimate)the last filed cash figure, plus the interest it should have earned since

A model, not a filing: last filed value compounded at the 3-month T-bill for the days elapsed. Always shown in italic with the word estimate, and never printed beside a filed number without it.

Ask the brain

from its filings
Data provenance & audit trail4 internal entries

Written by SpacBrain’s data agents whenever a figure is captured, corrected or flagged, and kept verbatim so every number on this page can be traced back to the filing that states it. This is a running log, not the current record: an early entry may be superseded by a later correction — the panels above always hold the current values.

SWAG — company record
UNIVERSE-IPO-INDEX2026-08-17

admitted from EDGAR's QUARTERLY FORM INDEX, walked without any SIC filter. The SIC 6770 census could not reach this registrant: EDGAR reassigns a shell's SIC the day it stops being one, and this CIK now files under 7389 (Services-Business Services, NEC). The screen found it by filing SHAPE instead — S-1 2021-02-18 → 8-A12B 2021-07-28 → 424B4 2021-07-30 — which nothing rewrites. Admission rule: src/lib/universe-admit.ts. SIC 7389 + self-described blank check in 424B4 0001140361-21-026225; 424B 0001140361-21-026225 priced 2021-07-30 under S-1 0001140361-21-005274 (file 333-253230, an offering for cash); common ticker SWAG off 10-Q 0001193125-22-220199 (2022-08-15); lifecycle EXITED. The pricing prospectus was filed under SEC file number 333-253230, which belongs to S-1 0001140361-21-005274 (2021-02-18) — a registration of shares sold for CASH, which is what makes it an IPO rather than merger consideration. Blank-check status from the registrant's own first-person sentence in that prospectus (EDGAR full-text search, 424B4 2021-07-30). Ending PROVEN, not inferred: CLOSED per 8-K 0001193125-22-236634 (2022-09-01) — 8-K item 5.06 "Change in Shell Company Status" (EDGAR item index, items: 1.01,2.01,2.03,3.02,3.03,4.01,5.01,5.02,5.03,5.05,5.06,8.01,9.01). EDGAR now files this CIK as "Nogin, Inc." — the SPAC's own name is kept here and the successor is the target. ipoSizeM and deadline left NULL: gross-proceeds prose conflates the over-allotment with the offering, and a charter deadline belonging to a vehicle that has ended is a date nobody can act on. ipoDate is the 424B pricing date.

SPONSOR-ID2026-08-14

sponsor "B. Riley Financial, Inc." (SEC CIK 0001464790) sourced from Form 3 reportingOwner (10% owner) acc 0001213900-22-051955.

Deal — Nogin, Inc.
UNTAGGED

[CLOSED-RENAME] EDGAR CIK 0001841800 records "Software Acquisition Group Inc. III" ending 2022-08-30; the registrant continues as "Nogin, Inc.". The rename is the SEC's own record of what the vehicle became, keyed by CIK. Closed 2022-08-30. No deal value is set — a rename says what was acquired, never for how much. No date column is set: Deal has announcedAt, voteDate and expectedCloseAt and nowhere to record an actual close, so the SEC's date is kept here until that column exists. [DEAL-STRUCTURE-MINED] pipeSizeM=65 from primary filings (0001193125-22-150471).

PIPE2026-08-29

pipeBasis set to UNSOURCED: the size came from the research seed / an earlier record and no filing we hold states it — surfaces now label it "unsourced"; an LLM re-read to FILED replaces this when credits allow

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