Item 5.07. Submission of Matters to a Vote of Security Holders.

On February 27, 2023, Nogin, Inc. ("Company") held a special meeting of stockholders ("Special Meeting"). At the Special Meeting, the proposals described below were submitted to a vote of the holders of the Company's common stock, $0.0001 par value per share (the "Common Stock"). As of the close of business on January 31, 2023, the record date for the Special Meeting, there were 66,694,295 shares of Common Stock outstanding and entitled to vote on the proposals described below. Each proposal is described in detail in the Company's definitive proxy statement filed with the Securities and Exchange Commission on February 6, 2023.

The final voting results for the proposals voted on at the Special Meeting are set forth below:

1. To approve the proposal to amend the Company's Second Amended and Restated


    Certificate of Incorporation to effect a reverse stock split of the Company's
    common stock at a ratio in the range of 1-for-10 to 1-for-20, such ratio to
    be determined by the Company's board of directors, or a committee of the
    Company's board of directors, and included in a public announcement (the
    "Reverse Stock Split Proposal"). The voting results for this proposal were as
    follows:



   For        Against    Abstain   Broker Non-Votes
44,979,517   3,203,159      0             0



2.  To approve the adjournment of the Special Meeting to a later date or dates,
    if necessary, to solicit additional proxies if there are not sufficient votes
    in favor of the Reverse Stock Split Proposal. This proposal was rendered moot
    as the Reverse Stock Split Proposal was approved by the requisite number of
    shares of Common Stock voted at the Special Meeting.

Item 9.01. Financial Statement and Exhibits.



  (d) Exhibits.



                                                                        Incorporated by Reference
Exhibit                                                                                      Filing
Number                           Description                           Form      Exhibit      Date

104        Cover Page Interactive Data File, formatted in Inline
           XBRL (included as Exhibit 101).

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