As filed with the Securities and Exchange Commission on July 18, 2022.
Registration No. 333-262723
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
AMENDMENT NO. 4 TO THE
FORM S-4
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
SOFTWARE ACQUISITION GROUP INC. III
(Exact name of registrant as specified in its charter)
Delaware | 6770 | 86-1370703 | ||
(State or other jurisdiction of incorporation or organization) |
(Primary Standard Industrial Classification Code Number) |
(I.R.S. Employer Identification Number) |
1980 Festival Plaza Drive, Ste. 300
Las Vegas, Nevada 89135
Telephone: (310) 991-4982
(Address, including zip code, and telephone number, including area code, of registrants principal executive offices)
Jonathan S. Huberman
Chairman, Chief Executive Officer
1980 Festival Plaza Drive, Ste. 300
Las Vegas, Nevada 89135
Telephone: (310) 991-4982
(Name, address, including zip code, and telephone number, including area code, of agent for service)
Copies to:
Christian O. Nagler Matthew D. Turner Kirkland & Ellis LLP 601 Lexington Avenue New York, NY 10022 Telephone: (212) 446-4800 |
Jan Nugent Geoffrey Van Haeren Branded Online, Inc. dba Nogin 1775 Flight Way STE 400 Tustin, CA 92782 Telephone: (949) 864-8136 |
Ryan J. Maierson John M. Greer Ryan J. Lynch Latham & Watkins LLP 811 Main Street, Suite 3700 Houston, TX 77002 Telephone: (713) 546-5400 |
Approximate date of commencement of proposed sale of the securities to the public: As soon as practicable after this registration statement becomes effective and upon completion of the merger.
If the securities being registered on this Form are being offered in connection with the formation of a holding company and there is compliance with General Instruction G, check the following box: ☐
If this Form is filed to register additional securities for an offering pursuant to Rule 462(b) under the Securities Act, check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering. ☐
If this Form is a post-effective amendment filed pursuant to Rule 462(d) under the Securities Act, check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering. ☐
Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company, or emerging growth company. See the definitions of large accelerated filer, accelerated filer, smaller reporting company, and emerging growth company in Rule 12b-2 of the Exchange Act. (Check one):
Large accelerated filer | ☐ | Accelerated filer | ☐ | |||
Non-accelerated filer | ☒ | Smaller reporting company | ☒ | |||
Emerging growth company | ☒ |
If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 7(a)(2)(B) of the Securities Act. ☐
If applicable, place an in the box to designate the appropriate rule provision relied upon in conducting this transaction:
Exchange Act Rule 13e-4(i) (Cross-Border Issuer Tender Offer) ☐
Exchange Act Rule 14d-1(d) (Cross-Border Third-Party Tender Offer) ☐
The registrant hereby amends this registration statement on such date or dates as may be necessary to delay its effective date until the registrant shall file a further amendment which specifically states that this registration statement shall thereafter become effective in accordance with Section 8(a) of the Securities Act of 1933 or until the registration statement shall become effective on such date as the Securities and Exchange Commission, acting pursuant to said Section 8(a), may determine.
The registrant hereby amends this registration statement on such date or dates as may be necessary to delay its effective date until the registrant shall file a further amendment which specifically states that this registration statement shall thereafter become effective in accordance with section 8(a) of the Securities Act of 1933 or until the registration statement shall become effective on such date as the Securities and Exchange Commission, acting pursuant to said section 8(a), may determine.
EXPLANATORY NOTE
Software Acquisition Group Inc. III is filing this Amendment No. 4 to the Registration Statement on Form S-4 (File No. 333-262723) as an exhibits-only filing. Accordingly, this amendment consists only of the facing page, this explanatory note, Item 21 of Part II of the Registration Statement, the signature pages to the Registration Statement and the filed exhibits. The remainder of the Registration Statement is unchanged and has therefore been omitted.
PART II
INFORMATION NOT REQUIRED IN PROSPECTUS
Item 21. | Exhibits and Financial Statement Schedules |
Exhibit Index
II-1
II-2
Exhibit |
Description | |
99.7 | Consent of Deborah Weinswig to be named as a director of Software Acquisition Group Inc. III ** | |
99.8 | Consent of Hussain Baig to be named as a director of Software Acquisition Group Inc. III ** | |
101.INS | Inline XBRL Instance Document** | |
101.SCH | Inline XBRL Taxonomy Extension Schema Document** | |
101.CAL | Inline XBRL Taxonomy Extension Calculation Linkbase Document** | |
101.DEF | Inline XBRL Taxonomy Extension Definition Linkbase Document** | |
101.LAB | Inline XBRL Taxonomy Extension Label Linkbase Document** | |
101.PRE | Inline XBRL Taxonomy Extension Presentation Linkbase Document** | |
104 | Cover Page Interactive Data File (formatted as Inline XBRL and contained in Exhibit 101).** | |
107 | Filing Fee Table (as previously filed).** |
* | Filed herewith |
** | Previously filed. |
II-3
Pursuant to the requirements of the Securities Act of 1933, as amended, the Registrant has duly caused this Registration Statement on Form S-4 to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Las Vegas, State of Nevada, on the 18th day of July 2022.
SOFTWARE ACQUISITION GROUP INC. III | ||
By: | /s/ Jonathan S. Huberman | |
Name: | Jonathan S. Huberman | |
Title: | Chief Executive Officer |
Pursuant to the requirements of the Securities Act of 1933, as amended, this Registration Statement has been signed below by the following person in the capacities and on the dates indicated.
Signature |
Title |
Date | ||
/s/ Jonathan S. Huberman Jonathan S. Huberman |
Chairman, Chief Executive Officer and Chief Financial Officer (Principal Executive Officer, Principal Financial Officer and Principal Accounting Officer) | July 18, 2022 | ||
* Mike Nikzad |
Vice President of Acquisitions and Director | July 18, 2022 | ||
* Andrew Nikou |
Director |
July 18, 2022 | ||
* C. Matthew Olton |
Director |
July 18, 2022 | ||
* Stephanie Davis |
Director |
July 18, 2022 | ||
* Steven Guggenheimer |
Director |
July 18, 2022 | ||
* Dr. Peter H. Diamandis |
Director |
July 18, 2022 |
* | The undersigned, by signing his name hereto, signs and executes this Amendment to the Registration Statement pursuant to the Powers of Attorney executed by the above named signatures and previously filed with the Securities and Exchange Commission on February 14, 2022. |
/s/ Jonathan S. Huberman |
Jonathan S. Huberman |
Attorney-in-Fact |
II-4
811 Main Street, Suite 3700 Houston, TX 77002 Tel: +1.713.546.5400 Fax: +1.713.546.5401 www.lw.com
|
July 18, 2022
Branded Online, Inc. dba Nogin
1775 Flight Way, STE 400
Tustin, CA 92782
Re: | Agreement and Plan of Merger, dated as of February 14, 2022 |
To the addressees set forth above:
We have acted as special tax counsel to Branded Online, Inc. dba Nogin, a Delaware corporation (the Company), in connection with the proposed merger (the Merger) of Nuevo Merger Sub, Inc., a Delaware corporation (Merger Sub) and a wholly owned subsidiary of Software Acquisition Group Inc. III, a Delaware corporation (Parent), with and into the Company, as contemplated by the Agreement and Plan of Merger dated as of February 14, 2022, as amended on April 20, 2022 by and among the Company, Parent and Merger Sub (the Agreement). This opinion is being delivered in connection with the registration statement on Form S-4 (File No. 333-262723) (as amended through the date hereof, the Registration Statement) initially filed by Parent on February 14, 2022, including the proxy statement/prospectus forming a part thereof, relating to the transactions contemplated by the Agreement.
In rendering our opinion, we have examined and, with your consent, are expressly relying upon (without any independent investigation or review thereof) the truth and accuracy of the factual statements, representations, covenants and warranties contained in (i) the Agreement (including any exhibits and schedules thereto), (ii) the Registration Statement and the proxy statement/prospectus, (iii) the respective tax officers certificates of Parent and Company, each delivered to us for purposes of this opinion (the Officers Certificates), and (iv) such other documents and corporate records as we have deemed necessary or appropriate for purposes of our opinion.
July 18, 2022
Page 2
In addition, we have assumed, with your consent, that:
1. | Original documents (including signatures) are authentic, and documents submitted to us as copies conform to the original documents, and there has been (or will be by the effective time of the Merger) execution and delivery of all documents where execution and delivery are prerequisites to the effectiveness thereof; |
2. | The Merger will be consummated in the manner contemplated by, and in accordance with the provisions of, the Agreement, the Registration Statement and the proxy statement/prospectus, and the Merger will be effective under the laws of the State of Delaware; |
3. | All factual statements, descriptions and representations contained in any of the documents referred to herein or otherwise made to us are true, complete and correct in all respects and will remain true, complete and correct in all respects up to and including the effective time of the Merger, and no actions have been taken or will be taken which are inconsistent with such factual statements, descriptions or representations or which make any such factual statements, descriptions or representations untrue, incomplete or incorrect at the effective time of the Merger; |
4. | Any statements made in any of the documents referred to herein to the knowledge of or similarly qualified are true, complete and correct in all respects and will continue to be true, complete and correct in all respects at all times up to and including the effective time of the Merger, in each case without such qualification; and |
5. | The parties have complied with and, if applicable, will continue to comply with, the covenants contained in the Agreement, the Officers Certificates, the Registration Statement and the proxy statement/prospectus. |
Based upon and subject to the foregoing, and subject to the qualifications, exceptions, assumptions and limitations stated in the Registration Statement and the proxy statement/prospectus, we are of the opinion that the Merger will qualify for U.S. federal income tax purposes as a reorganization within the meaning of Section 368(a) of the Internal Revenue Code of 1986, as amended (the Code).
In addition to the matters set forth above, this opinion is subject to the exceptions, limitations and qualifications set forth below.
1. | This opinion represents our best judgment regarding the application of U.S. federal income tax laws arising under the Code, existing judicial decisions, administrative regulations and published rulings and procedures, but does not address all of the U.S. federal income tax consequences of the Merger. We express no opinion as to U.S. federal, state, local, foreign, or other tax consequences, other than as set forth herein. Our opinion is not binding upon the Internal Revenue Service or the courts, and there is no assurance that the Internal Revenue Service will not assert a contrary position. Furthermore, no assurance can be given that future legislative, judicial or administrative changes, on either a prospective or retroactive basis, would not adversely affect the validity of the conclusions stated herein. Nevertheless, we undertake no responsibility to advise you of any new developments in the application or interpretation of the U.S. federal income tax laws. |
2. | No opinion is expressed as to any transaction other than the Merger as described in the Agreement. Furthermore, no opinion is expressed as to any matter whatsoever, including the Merger, if, to the extent relevant to our opinion, either (i) not all of the transactions described in the Agreement are consummated in accordance with the terms of the Agreement and without waiver or breach of any provisions thereof or (ii) not all of the factual statements, descriptions, representations, covenants, warranties and assumptions upon which we have relied, including in the Registration Statement, the proxy statement/prospectus and the Officers Certificates, are true and accurate at all relevant times. |
We are furnishing this opinion in connection with the filing of the Registration Statement and this opinion is not to be relied upon for any other purpose without our prior written consent. We consent to the filing of this opinion as an exhibit to the Registration Statement and to the reference to our firm name therein under the caption Material U.S. Federal Income Tax ConsequencesQualification of the Merger as a Reorganization. In giving this consent, we do not admit that we are within the category of persons whose consent is required under Section 7 of the Securities Act of 1933, as amended, or the rules or regulations of the Securities and Exchange Commission promulgated thereunder.
Sincerely,
/s/ Latham & Watkins LLP