Correspondence 0001193125-23-086063 from Nogin, Inc. (CIK 0001841800)
Nogin, Inc. (CIK 0001841800)
Date: March 30, 2023 · CIK: 0001841800 · Accession: 0001193125-23-086063
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Reasoning
File numbers found in text: 333-269765
Letter
Re: Nogin, Inc.
March 30, 2023
VIA EDGAR
U.S. Securities and Exchange Commission
Division of Corporation Finance
100 F Street, N.E.
Washington, D.C. 20549
Registration Statement on Form S-1
File No. 333-269765
Ladies and Gentlemen:
In accordance with Rule 461 of the General Rules and Regulations promulgated under the Securities Act of 1933, as amended (the “Act”), A.G.P./ALLIANCE GLOBAL PARTNERS, as Lead Placement Agent, hereby joins Nogin, Inc. (the “Company”) in requesting that the Securities and Exchange Commission take appropriate action to cause the Registration Statement on Form S-1, as amended by Amendment No. 3 as filed on March 30, 2023 (File No. 333-269765) (the “Registration Statement”), to become effective on Friday, March 31, 2023, at 9:05 a.m., Eastern Time, or as soon thereafter as practicable, or at such other time as the Company or its outside counsel, Latham & Watkins LLP, request by telephone that such Registration Statement be declared effective.
Pursuant to Rule 460 of the General Rules and Regulations under the Act, the undersigned advises that copies of the Preliminary Prospectus, dated March 30, 2023, are expected to be distributed to prospective dealers, institutional investors, retail investors and others as appears to be reasonable to secure adequate distribution of the Preliminary Prospectus.
The Placement Agent is aware of its obligations under, and confirm that it is complying with, the provisions of Rule 15c2-8 under the Securities Exchange Act of 1934, as amended, including the delivery requirement contained in such Rule.
Very truly yours,
A.G.P./ALLIANCE GLOBAL PARTNERS
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CORRESP 1 filename1.htm CORRESP March 30, 2023 VIA EDGAR U.S. Securities and Exchange Commission Division of Corporation Finance 100 F Street, N.E. Washington, D.C. 20549 Re: Nogin, Inc. Registration Statement on Form S-1 File No. 333-269765 Ladies and Gentlemen: In accordance with Rule 461 of the General Rules and Regulations promulgated under the Securities Act of 1933, as amended (the “Act”), A.G.P./ALLIANCE GLOBAL PARTNERS, as Lead Placement Agent, hereby joins Nogin, Inc. (the “Company”) in requesting that the Securities and Exchange Commission take appropriate action to cause the Registration Statement on Form S-1, as amended by Amendment No. 3 as filed on March 30, 2023 (File No. 333-269765) (the “Registration Statement”), to become effective on Friday, March 31, 2023, at 9:05 a.m., Eastern Time, or as soon thereafter as practicable, or at such other time as the Company or its outside counsel, Latham & Watkins LLP, request by telephone that such Registration Statement be declared effective. Pursuant to Rule 460 of the General Rules and Regulations under the Act, the undersigned advises that copies of the Preliminary Prospectus, dated March 30, 2023, are expected to be distributed to prospective dealers, institutional investors, retail investors and others as appears to be reasonable to secure adequate distribution of the Preliminary Prospectus. The Placement Agent is aware of its obligations under, and confirm that it is complying with, the provisions of Rule 15c2-8 under the Securities Exchange Act of 1934, as amended, including the delivery requirement contained in such Rule. Very truly yours, A.G.P./ALLIANCE GLOBAL PARTNERS By: /s/ Thomas J. Higgins Name: Thomas J. Higgins Title: Managing Director