Commerce-as-a-Service technology company Nogin and Software Acquisition Group III today announced a definitive merger agreement. If approved, upon closing Nogin is expected to list on the Nasdaq under the new ticker symbol NOGN.
The combined company will have an estimated post-transaction enterprise value of $646 million, assuming no redemptions. Cash proceeds from the transaction will consist of up to $211 million of cash held in SWAG III’s trust account (before redemptions and 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.
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 — again, assuming no redemptions by SWAG III’s stockholders.
Nogin is a provider of Commerce-as-a-Service, a cloud-based headless enterprise eCommerce platform for brands and merchants. Read more.