Branded Online, Inc. (Nogin) signed a non-binding letter of intent to acquire Software Acquisition Group Inc. III (NasdaqCM:SWAG) (SWAG III) in a reverse merger transaction from Software Acquisition Holdings III LLC and others on September 2, 2021. Branded Online, Inc. entered into a definitive merger agreement and plan of merger to acquire Software Acquisition Group Inc. III for approximately $550 million in a reverse merger transaction on February 14, 2022. The total number of shares of SWAG III Class A common stock expected to be issued (on a fully diluted basis) in connection with the Closing is approximately 54.281476 million. $546 million payable in newly issued shares of SWAG Class A common stock at a price of $10 per share or vested options of SWAG, as applicable and, at their election, a portion of the $20 million of consideration payable in cash. The combined company will have an estimated post-transaction enterprise value of $646 million, assuming no redemptions by SWAG III public stockholders. On April 20, 2022, parties entered into the Amendment to the Merger Agreement to lower the cash consideration amount from $20 million to $15 million and increase the share consideration in a proportionate amount. Nogin shareholders will roll 96% of their existing equity holdings into the combined company and are expected to own approximately 67% of the combined company on a non-fully diluted basis immediately following the closing of the business combination, assuming no redemptions by SWAG III's public stockholders. The public SWAG stockholders, the initial stockholders and the current Nogin equity holders will collectively own 87.7% stake. Upon closing of the transaction, the combined company will be named Nogin, Inc. and is expected to remain listed on the Nasdaq under the new ticker symbol “NOGN.” Following the Closing, SWAF III's executive officers are expected to be the current management team of Nogin. As of June 13, 2022, SWAG III Chairman and Chief Executive Officer Jonathan Huberman will join the Nogin leadership team as President and Co-Chief Executive Officer, effective upon the closing of the proposed business combination. Nogin Co-Founder and current Chief Executive Officer Jan Nugent will concurrently become Co-Chief Executive Officer and Chairman of the Board of Directors.

The transaction will require the approval of the stockholders of SWAG III and Nogin preferred stock holders, the effectiveness of a registration statement to be filed with the Securities and Exchange Commission (the “SEC”) in connection with the transaction, satisfaction of the minimum cash condition, which is equal to $50 million in gross proceeds, all waiting periods and any extensions thereof applicable to the transactions contemplated by the Merger Agreement under the Hart-Scott-Rodino Act, and any commitments or agreements (including timing agreements) with any governmental entity not to consummate the Transactions before a certain date, must have expired or been terminated, the SWAG III common stock to be issued in the Transactions must have been approved for listing by NASDAQ, the directors and executive officers of SWAG must have been removed from their respective positions or tendered their irrevocable resignations effective as of the Closing and the satisfaction of other customary closing conditions. The board of directors of Nogin and SWAG III have unanimously approved the transaction. The transaction is expected to close in the second quarter of 2022. Cash proceeds from the transaction will consist of up to $211 million of cash held in SWAG III's trust account (before redemptions and the payment of certain expenses). The net proceeds from the transaction will be used as working capital to support continued growth and to fund the repayment of existing debt. SWAG's stockholders have approved its proposed merger with Nogin at its special meeting in lieu of the 2022 annual meeting of stockholders held on August 22, 2022. The closing of the proposed Business Combination is expected to take place in the third quarter of 2022. The merger is scheduled to close on August 24, 2022.

Stifel, Nicolaus & Company, Incorporated acted as financial advisor and Ryan J. Maierson, John M. Greer, Ryan J. Lynch, Tim Fenn, Bryant Lee, Michelle Gross, Adam Kestenbaum, Jason Cruise, Max Hauser, Joseph Simei, Joel Mack and Josh Marnitz of Latham & Watkins LLP acted as legal advisors to Branded Online, Inc. Jefferies LLC acted as financial advisor and Damon R. Fisher, P.C., Matthew D. Turner, Brooks W. Antweil, Christian O. Nagler, Ian Craig and Daisy Darvall of Kirkland & Ellis LLP acted as legal advisors and legal due diligence providers to Software Acquisition Group Inc. III. Continental Stock Transfer & Trust Company acted as transfer agent and registrar and Morrow & Co., LLC acted as the information agent to Software Acquisition Group Inc. III. SWAG will pay Morrow & Co a fee of $25,000 plus disbursements. Stifel will receive approximately $4.35 million in fees for its engagement with Nogin in connection with the Business Combination. Jefferies will receive approximately $3 million in fees for its engagements in connection with the Business Combination.

Branded Online, Inc. completed the acquisition of Software Acquisition Group Inc. III (NasdaqCM:SWAG) in a reverse merger transaction from Software Acquisition Holdings III LLC and others on August 26, 2022. The combined company will operate under the name “Nogin, Inc.”. Commencing at the open of trading on August 30, 2022, Nogin's Class A common stock and warrants are expected to trade on Nasdaq under the symbols “NOGN” and “NOGNW,” respectively.