Software Acquisition Group III in a regulatory filing said it intends to enter into an arrangement with a financial institution that would use “commercially reasonable efforts to purchase approximately 6 million shares of the company’s Class A common stock.”
The SPAC would pay the financial institution cash from the trust account immediately following closing of the pending business combination with Nogin, a Commerce-as-a-Service provider. The payout would be approximately 80% of the aggregate price of the shares purchased by the financial institution. The amount of the institution’s purchase price less the 80% payment is referred to as the “Standby Capital Support Amount.” Afterwards, the financial institution may sell the shares in the four years plus one day following closing of the Nogin deal.
The SPAC in April said the deal’s cash consideration was lowered from $20 million to $15 million and the share consideration was increased by a proportionate amount.
PIPE agreements are in place for up to $75 million in funding. Investors in the PIPE include UBS Asset Management’s Hedge Fund Solutions business and including commitments from Tenor Capital Management and Jonathan Huberman, CEO of SWAG III.
The SPAC raised $200 million in an IPO last August. Read more.
