Correspondence 0001193125-22-282596 from Nogin, Inc. (CIK 0001841800)
Nogin, Inc. (CIK 0001841800)
Date: Nov. 10, 2022 · CIK: 0001841800 · Accession: 0001193125-22-282596
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File numbers found in text: 333-267449
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CORRESP
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filename1.htm
CORRESP
November 10, 2022
Via EDGAR Transmission
United States Securities
and Exchange Commission
Division of Corporation Finance
100
F Street, N.E.
Washington, D.C. 20549
Attention: Kate
Beukenkamp
Donald Field
Re:
Nogin, Inc.
Amendment No. 2 to Registration Statement on Form S-1
Filed November 7, 2022
Registration No. 333-267449
To the Addressees Set Forth Above:
In accordance with Rule 461 of Regulation C of the General Rules and Regulations under the Securities Act of 1933, as amended, we hereby
request the acceleration of the effective date of the above-referenced Registration Statement so that it will become effective on November 14, 2022, at 4:00 p.m., Eastern Time, or as soon thereafter as practicable, or at such later time as
Nogin, Inc. (the “Company”) or its counsel may request via telephone call to the staff. Please contact Ryan J. Lynch or John M. Greer of Latham & Watkins LLP, counsel to the Company, at (713) 546-7404 or (713) 546-7472, to provide notice of effectiveness, or if you have any other questions or concerns regarding this matter.
[Signature Page Follows]
Sincerely yours,
Nogin, Inc.
By:
/s/ Jonathan S. Huberman
Jonathan S. Huberman
Co-Chief Executive Officer and President
cc: Ryan J. Lynch
John M. Greer