Cover Page
Cover Page - shares | 3 Months Ended | |
Mar. 31, 2022 | May 13, 2022 | |
Document Information [Line Items] | ||
Document Type | 10-Q | |
Amendment Flag | false | |
Document Period End Date | Mar. 31, 2022 | |
Document Fiscal Year Focus | 2022 | |
Document Fiscal Period Focus | Q1 | |
Current Fiscal Year End Date | --12-31 | |
Document Quarterly Report | true | |
Document Transition Report | false | |
Entity Registrant Name | Software Acquisition Group Inc. III | |
Entity Central Index Key | 0001841800 | |
Entity File Number | 001-40682 | |
Entity Tax Identification Number | 86-1370703 | |
Entity Interactive Data Current | Yes | |
Entity Current Reporting Status | No | |
Entity Incorporation, State or Country Code | DE | |
Entity Address, Address Line One | 1980 Festival Plaza Drive | |
Entity Address, Address Line Two | Ste. 300 | |
Entity Address, City or Town | Las Vegas | |
Entity Address, State or Province | NV | |
Entity Address, Postal Zip Code | 89135 | |
City Area Code | 310 | |
Local Phone Number | 991-4982 | |
Entity Filer Category | Non-accelerated Filer | |
Entity Small Business | true | |
Entity Emerging Growth Company | true | |
Entity Ex Transition Period | false | |
Entity Shell Company | true | |
Capital Units [Member] | ||
Document Information [Line Items] | ||
Title of 12(b) Security | Units, each consisting of one share of Class A Common Stock and one-half of one Redeemable Warrant | |
Trading Symbol | SWAGU | |
Security Exchange Name | NASDAQ | |
Common Class A [Member] | ||
Document Information [Line Items] | ||
Title of 12(b) Security | Class A Common Stock, par value $0.0001 per share | |
Trading Symbol | SWAG | |
Security Exchange Name | NASDAQ | |
Entity Common Stock, Shares Outstanding | 22,807,868 | |
Warrant [Member] | ||
Document Information [Line Items] | ||
Title of 12(b) Security | Warrants, each exercisable for one share Class A Common Stock for $11.50 per share | |
Trading Symbol | SWAGW | |
Security Exchange Name | NASDAQ | |
Common Class B [Member] | ||
Document Information [Line Items] | ||
Entity Common Stock, Shares Outstanding | 5,701,967 |
CONDENSED CONSOLIDATED BALANCE
CONDENSED CONSOLIDATED BALANCE SHEETS - USD ($) | Mar. 31, 2022 | Dec. 31, 2021 |
Current assets | ||
Cash | $ 90,183 | $ 288,108 |
Prepaid expenses | 384,900 | 410,111 |
Total Current Assets | 475,083 | 698,219 |
Prepaid expenses, non-current | 91,667 | 160,417 |
Cash and Marketable securities held in Trust Account | 231,529,974 | 231,506,662 |
TOTAL ASSETS | 232,096,724 | 232,365,298 |
Current Liabilities | ||
Accrued expenses | 1,917,575 | 1,306,281 |
Total Current Liabilities | 1,917,575 | 1,306,281 |
Promissory note - related party | 300,000 | 0 |
Deferred underwriting fee payable | 7,982,754 | 7,982,754 |
Total Liabilities | 10,200,329 | 9,289,035 |
Commitments and Contingencies (Note 6) | ||
Class A common stock subject to possible redemption, 22,807,868 shares at redemption value | 231,499,860 | 231,499,860 |
Stockholders' Deficit | ||
Preferred stock, $0.0001 par value; 1,000,000 shares authorized; none issued or outstanding | 0 | 0 |
Additional paid-in capital | 0 | 0 |
Accumulated deficit | (9,604,035) | (8,424,167) |
Total Stockholders' Deficit | (9,603,465) | (8,423,597) |
TOTAL LIABILITIES AND STOCKHOLDERS' DEFICIT | 232,096,724 | 232,365,298 |
Common Class A [Member] | ||
Current Liabilities | ||
Class A common stock subject to possible redemption, 22,807,868 shares at redemption value | 231,499,860 | 231,499,860 |
Stockholders' Deficit | ||
Common stock | 0 | 0 |
Common Class B [Member] | ||
Stockholders' Deficit | ||
Common stock | $ 570 | $ 570 |
CONDENSED CONSOLIDATED BALANC_2
CONDENSED CONSOLIDATED BALANCE SHEETS (Parenthetical) - $ / shares | Mar. 31, 2022 | Dec. 31, 2021 | Aug. 04, 2021 |
Preferred stock par value | $ 0.0001 | $ 0.0001 | |
Preferred stock shares authorized | 1,000,000 | 1,000,000 | |
Preferred stock shares issued | 0 | 0 | |
Preferred stock shares outstanding | 0 | 0 | |
Common stock par value | $ 0.0001 | ||
Common Class A [Member] | |||
Temporary Equity, Shares Issued | 22,807,868 | 22,807,868 | |
Common stock par value | $ 0.0001 | $ 0.0001 | |
Common stock shares authorized | 100,000,000 | 100,000,000 | |
Common stock shares issued | 0 | 0 | |
Common stock shares outstanding | 0 | 0 | |
Temporary Equity, Shares Outstanding | 22,807,868 | 22,807,868 | |
Common Class B [Member] | |||
Common stock par value | $ 0.0001 | $ 0.0001 | |
Common stock shares authorized | 10,000,000 | 10,000,000 | |
Common stock shares issued | 5,701,967 | 5,701,967 | |
Common stock shares outstanding | 5,701,967 | 5,701,967 | 5,701,967 |
CONDENSED CONSOLIDATED STATEMEN
CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS - USD ($) | 3 Months Ended | |
Mar. 31, 2022 | Mar. 31, 2021 | |
Operating and formation costs | $ 1,203,180 | $ 1,000 |
Loss from operations | (1,203,180) | (1,000) |
Other income: | ||
Interest earned on marketable securities held in Trust Account | 23,312 | 0 |
Total other income | 23,312 | 0 |
Net loss | $ (1,179,868) | $ (1,000) |
Common Class A [Member] | ||
Other income: | ||
Basic and diluted weighted average shares outstanding | 22,807,868 | 0 |
Basic and diluted net loss per share | $ (0.04) | $ 0 |
Common Class B [Member] | ||
Other income: | ||
Basic and diluted weighted average shares outstanding | 5,701,967 | 5,000,000 |
Basic and diluted net loss per share | $ (0.04) | $ 0 |
CONDENSED CONSOLIDATED STATEM_2
CONDENSED CONSOLIDATED STATEMENTS OF CHANGES IN STOCKHOLDERS' (DEFICIT) EQUITY - USD ($) | Total | Additional Paid-in Capital [Member] | Retained Earnings [Member] | Common Class B [Member]Common Stock [Member] | Common Class A [Member]Common Stock [Member] |
Beginning Balance at Jan. 04, 2021 | $ 0 | $ 0 | $ 0 | $ 0 | $ 0 |
Beginning Balance, Shares at Jan. 04, 2021 | 0 | 0 | |||
Issuance of Class B common stock to Sponsor | 25,000 | 24,425 | 0 | $ 575 | |
Issuance of Class B common stock to Sponsor, Shares | 5,750,000 | ||||
Net loss | (1,000) | 0 | (1,000) | $ 0 | |
Ending Balance at Mar. 31, 2021 | 24,000 | 24,425 | (1,000) | $ 575 | $ 0 |
Ending Balance, Shares at Mar. 31, 2021 | 5,750,000 | 0 | |||
Beginning Balance at Dec. 31, 2021 | (8,423,597) | 0 | (8,424,167) | $ 570 | $ 0 |
Beginning Balance, Shares at Dec. 31, 2021 | 5,701,967 | 0 | |||
Net loss | (1,179,868) | 0 | (1,179,868) | $ 0 | |
Ending Balance at Mar. 31, 2022 | $ (9,603,465) | $ 0 | $ (9,604,035) | $ 570 | $ 0 |
Ending Balance, Shares at Mar. 31, 2022 | 5,701,967 | 0 |
CONDENSED CONSOLIDATED STATEM_3
CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS - USD ($) | 3 Months Ended | |
Mar. 31, 2022 | Mar. 31, 2021 | |
Cash Flows from Operating Activities: | ||
Net loss | $ (1,179,868) | $ (1,000) |
Adjustments to reconcile net loss to net cash used in operating activities: | ||
Interest earned on marketable securities held in Trust Account | (23,312) | 0 |
Changes in operating assets and liabilities: | ||
Prepaid expenses | 93,961 | 0 |
Accrued expenses | 611,294 | 1,000 |
Net cash used in operating activities | (497,925) | 0 |
Cash Flows from Financing Activities: | ||
Proceeds from issuance of Class B common stock to Sponsor | 0 | 25,000 |
Proceeds from promissory note – related party | 300,000 | 94,937 |
Payment of offering costs | 0 | (94,937) |
Net cash provided by financing activities | 300,000 | 25,000 |
Net Change in Cash | (197,925) | 25,000 |
Cash – Beginning | 288,108 | 0 |
Cash – Ending | 90,183 | 25,000 |
Non-Cash Investing and Financing Activities: | ||
Offering costs included in accrued offering costs | $ 0 | $ 115,009 |
DESCRIPTION OF ORGANIZATION AND
DESCRIPTION OF ORGANIZATION AND BUSINESS OPERATIONS | 3 Months Ended |
Mar. 31, 2022 | |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | |
DESCRIPTION OF ORGANIZATION AND BUSINESS OPERATIONS | NOTE 1. DESCRIPTION OF ORGANIZATION AND BUSINESS OPERATIONS Software Acquisition Group Inc. III (the “Company”) is a blank check company incorporated in Delaware on January 5, 2021. The Company was formed for the purpose of effecting a merger, capital stock exchange, asset acquisition, share purchase, reorganization or similar business combination with one or more businesses or entities (a “Business Combination”). The Company has one wholly owned subsidiary which was formed on December 20, 2021, Nuevo Merger Sub Inc. (the “Merger Sub”), a Delaware corporation. The Company is not limited to a particular industry or sector for purposes of consummating a Business Combination. The Company is an early stage and emerging growth company and, as such, the Company is subject to all of the risks associated with early stage and emerging growth companies. As of March 31, 2022, the Company had not commenced any operations. All activity from January 5, 2021 (inception) through March 31, 2022 relates to the Company’s formation and the initial public offering (the “Initial Public Offering”), which is described below, and subsequent to the Initial Public Offering, identifying a target company for a Business Combination. The Company will not generate any operating revenues until after the completion of a Business Combination, at the earliest. The Company generates non-operating The registration statement for the Company’s Initial Public Offering was declared effective on July 28, 2021. On August 2, 2021, the Company consummated the Initial Public Offering of 20,000,000 Units (the “Units” and, with respect to the shares of Class A common stock included in the Units sold, the “Public Shares”) at $10.00 per Unit, generating gross proceeds of $200,000,000 which is described in Note 3 Simultaneously with the closing of the Initial Public Offering, the Company consummated the sale of 9,000,000 warrants (the “Private Placement Warrants”) at a price of $1.00 per Private Placement Warrant in a private placement to Software Acquisition Holdings III, LLC (the “Sponsor”), generating gross proceeds of $9,000,000, which is described in Note 4 Following the closing of the Initial Public Offering on August 2, 2021 and the close of the over-allotment on August 4, 2021, an amount of $231,499,860 ($10.15 per Unit) from the net proceeds of the sale of the Units in the Initial Public Offering and the sale of the Private Placement Warrants was placed in a trust account (the “Trust Account”) which will be invested in U.S. government securities, within the meaning set forth in Section 2(a)(16) of the Investment Company Act of 1940, as amended (the “Investment Company Act”), with a maturity of 180 days or less or in any open-ended investment company that holds itself out as a money market fund meeting the conditions of Rule 2a-7 On August 2, 2021, the underwriters notified the Company of their intention to partially exercise their over-allotment option. As such, on August 4, 2021, the Company consummated the sale of an additional 2,807,868 Units, at $10.00 per Unit, and the sale of an additional 982,754 Private Placement Warrants, at $1.00 per Private Warrant, generating total gross proceeds of $29,061,434. A total of $28,499,860 was deposited into the Trust Account, bringing the aggregate proceeds held in the Trust Account to $231,499,860. Transaction costs amounted to $13,056,080, consisting of $4,561,574 of underwriting fees, $7,982,754 of deferred underwriting fees and $511,752 of other offering costs. The Company’s management has broad discretion with respect to the specific application of the net proceeds of the Initial Public Offering and the sale of the Private Placement Warrants, although substantially all of the net proceeds are intended to be applied generally toward consummating a Business Combination. NASDAQ rules provide that the Business Combination must be with one or more target businesses that together have a fair market value equal to at least 80% of the balance in the Trust Account (net of amounts disbursed to management for working capital, if permitted, and excluding the amount of any deferred underwriting commissions) at the time of the signing a definitive agreement to enter a Business Combination. The Company will only complete a Business Combination if the post-Business Combination company owns or acquires 50% or more of the outstanding voting securities of the target or otherwise acquires a controlling interest in the target sufficient for it not to be required to register as an investment company under the Investment Company Act. There is no assurance that the Company will be able to successfully effect a Business Combination. The Company will provide its holders of the outstanding Public Shares (the “public stockholders”) with the opportunity to redeem all or a portion of their Public Shares upon the completion of a Business Combination either (i) in connection with a stockholder meeting called to approve the Business Combination or (ii) by means of a tender offer. In connection with a proposed Business Combination, the Company may seek stockholder approval of a Business Combination at a meeting called for such purpose at which stockholders may seek to redeem their shares, regardless of whether they vote for or against a Business Combination. The Company will proceed with a Business Combination only if the Company has net tangible assets of at least $5,000,001 either immediately prior to or upon such consummation of a Business Combination and, if the Company seeks stockholder approval, a majority of the outstanding shares voted are voted in favor of the Business Combination. If the Company seeks stockholder approval of a Business Combination and it does not conduct redemptions pursuant to the tender offer rules, the Company’s Amended and Restated Certificate of Incorporation provides that, a public stockholder, together with any affiliate of such stockholder or any other person with whom such stockholder is acting in concert or as a “group” (as defined under Section 13 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”)), will be restricted from seeking redemption rights with respect to 15% or more of the Public Shares without the Company’s prior written consent. The public stockholders will be entitled to redeem their shares for a pro rata portion of the amount then in the Trust Account (initially $10.15 per share, plus any pro rata interest earned on the funds held in the Trust Account and not previously released to the Company to pay its tax obligations). The per-share If a stockholder vote is not required and the Company does not decide to hold a stockholder vote for business or other legal reasons, the Company will, pursuant to its Amended and Restated Certificate of Incorporation, offer such redemption pursuant to the tender offer rules of the Securities and Exchange Commission (the “SEC”), and file tender offer documents containing substantially the same information as would be included in a proxy statement with the SEC prior to completing a Business Combination. The Company’s Sponsor has agreed (a) to vote its Founder Shares (as defined in Note 5), the Private Shares and any Public Shares purchased during or after the Initial Public Offering in favor of a Business Combination, (b) not to propose an amendment to the Company’s Amended and Restated Certificate of Incorporation with respect to the Company’s pre-Business pre-Business If the Company is unable to complete a Business Combination by February 2, 2023 per-share The Sponsor has agreed that it will be liable to the Company if and to the extent any claims by a third party for services rendered or products sold to the Company, or a prospective target business with which the Company has entered into a written letter of intent, confidentiality or similar agreement or Business Combination agreement, reduce the amount of funds in the Trust Account to below the lesser of (i) $10.15 per Public Share and (ii) the actual amount per Public Share held in the Trust Account as of the day of liquidation of the Trust Account, if less than $10.15 per share due to reductions in the value of the trust assets, less taxes payable, provided that such liability will not apply to any claims by a third party or prospective target business who executed a waiver of any and all rights to monies held in the Trust Account (whether or not such waiver is enforceable) nor will it apply to any claims under the Company’s indemnity of the underwriter of Proposed Offering against certain liabilities, including liabilities under the Securities Act of 1933, as amended (the “Securities Act”). However, the Company has not asked the Sponsor to reserve for such indemnification obligations, nor has the Company independently verified whether the Sponsor has sufficient funds to satisfy its indemnity obligations and believe that the Sponsor’s only assets are securities of the Company. Therefore, the Company cannot assure its stockholders that the Sponsor would be able to satisfy those obligations. None of the Company’s officers or directors will indemnify the Company for claims by third parties including, without limitation, claims by vendors and prospective target businesses. The Company will seek to reduce the possibility that the Sponsor will have to indemnify the Trust Account due to claims of creditors by endeavoring to have all vendors, service providers, prospective target businesses or other entities with which the Company does business, execute agreements with the Company waiving any right, title, interest or claim of any kind in or to monies held in the Trust Account. Liquidity and Capital Resources As of March 31, 2022, the Company had $90,183 in its operating bank accounts, $231,529,974 in securities held in the Trust Account to be used for a Business Combination or to repurchase or redeem its common stock in connection therewith and working capital deficit of $1,412,378. As of March 31, 2022, approximately $30,114 of the amount on deposit in the Trust Account represented interest income, which is available to pay the Company’s tax obligations. Until the consummation of a Business Combination, the Company will be using the funds not held in the Trust Account for identifying and evaluating prospective acquisition candidates, performing due diligence on prospective target businesses, paying for travel expenditures, selecting the target business to acquire, and structuring, negotiating and consummating the Business Combination. The Company will need to raise additional capital through loans or additional investments from its Sponsor, stockholders, officers, directors, or third parties. The Company’s officers, directors and Sponsor may, but are not obligated to, loan the Company funds, from time to time or at any time, in whatever amount they deem reasonable in their sole discretion, to meet the Company’s working capital needs. Accordingly, the Company may not be able to obtain additional financing. If the Company is unable to raise additional capital, it may be required to take additional measures to conserve liquidity, which could include, but not necessarily be limited to, curtailing operations, suspending the pursuit of a potential transaction, and reducing overhead expenses. The Company cannot provide any assurance that new financing will be available to it on commercially acceptable terms, if at all. Going Concern In connection with the Company’s assessment of going concern considerations in accordance with Financial Accounting Standard Board’s Accounting Standards Update (“ASU”) 2014-15, Risks and Uncertainties Management continues to evaluate the impact of the COVID-19 |
SUMMARY OF SIGNIFICANT ACCOUNTI
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES | 3 Months Ended |
Mar. 31, 2022 | |
Accounting Policies [Abstract] | |
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES | NOTE 2. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES Basis of Presentation The accompanying unaudited condensed consolidated financial statements have been prepared in accordance with accounting principles generally accepted in the United States of America (“GAAP”) for interim financial information and in accordance with the instructions to Form 10-Q S-X The accompanying unaudited condensed consolidated financial statements should be read in conjunction with the Company’s Annual Report on Form 10-K Principles of Consolidation The accompanying condensed consolidated financial statements include the accounts of the Company and its wholly owned subsidiary. All significant intercompany balances and transactions have been eliminated in consolidation. Emerging Growth Company The Company is an “emerging growth company,” as defined in Section 2(a) of the Securities Act, as modified by the Jumpstart Our Business Startups Act of 2012 (the “JOBS Act”), and it may take advantage of certain exemptions from various reporting requirements that are applicable to other public companies that are not emerging growth companies including, but not limited to, not being required to comply with the independent registered public accounting firm attestation requirements of Section 404 of the Sarbanes-Oxley Act, reduced disclosure obligations regarding executive compensation in its periodic reports and proxy statements, and exemptions from the requirements of holding a nonbinding advisory vote on executive compensation and stockholder approval of any golden parachute payments not previously approved. Further, Section 102(b)(1) of the JOBS Act exempts emerging growth companies from being required to comply with new or revised financial accounting standards until private companies (that is, those that have not had a Securities Act registration statement declared effective or do not have a class of securities registered under the Exchange Act) are required to comply with the new or revised financial accounting standards. The JOBS Act provides that a company can elect to opt out of the extended transition period and comply with the requirements that apply to non-emerging Use of Estimates The preparation of the condensed consolidated financial statements in conformity with GAAP requires the Company’s management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of revenues and expenses during the reporting period. Making estimates requires management to exercise significant judgment. It is at least reasonably possible that the estimate of the effect of a condition, situation or set of circumstances that existed at the date of the financial statements, which management considered in formulating its estimate, could change in the near term due to one or more future confirming events. One of the more significant accounting estimates included in this financial statement is the determination of the fair value of the warrant liabilities. Such estimates may be subject to change as more current information becomes available and, accordingly, the actual results could differ significantly from those estimates. Reclassifications Certain reclassifications have been made to the historical financial statements to conform to the current year’s presentation. Such reclassifications have no effect on net income (loss) as previously reported Cash and Cash Equivalents The Company considers all short-term investments with an original maturity of three months or less when purchased to be cash equivalents. The Company did not have any cash equivalents at March 31, 2022 and December 31, 2021. Marketable Securities Held in Trust Account At March 31, 2022 and December 31, 2021, substantially all of the assets held in the Trust Account were held in money market funds, which are invested primarily in U.S. Treasury securities. All of the Company’s investments held in the Trust Account are classified as trading securities. Trading securities are presented on the balance sheet at fair value at the end of each reporting period. Gains and losses resulting from the change in fair value of investments held in Trust Account are included in interest earned on marketable securities held in Trust Account in the accompanying condensed consolidated statements of operations. The estimated fair values of investments held in Trust Account are determined using available market information. Class A Common Stock Subject to Possible Redemption The Company accounts for its Class A common stock subject to possible redemption in accordance with the guidance in Accounting Standards Codification (“ASC”) Topic 480 “Distinguishing Liabilities from Equity.” Shares of Class A common stock subject to mandatory redemption is classified as a liability instrument and is measured at fair value. Conditionally redeemable common stock (including common stock that features redemption rights that is either within the control of the holder or subject to redemption upon the occurrence of uncertain events not solely within the Company’s control) is classified as temporary equity. At all other times, common stock is classified as stockholders’ equity. The Company’s Class A common stock features certain redemption rights that are considered to be outside of the Company’s control and subject to occurrence of uncertain future events. Accordingly, at March 31, 2022 and December 31, 2021, Class A common stock subject to possible redemption is presented at redemption value as temporary equity, outside of the stockholders’ deficit section of the Company’s condensed consolidated balance sheets. The Company recognizes changes in redemption value immediately as they occur and adjusts the carrying value of redeemable common stock to equal the redemption value at the end of each reporting period. Increases or decreases in the carrying amount of redeemable common stock are affected by charges against additional paid in capital and accumulated deficit. At March 31, 2022 and December 31, 2021, the Class A common stock reflected in the balance sheets are reconciled in the following table: Gross proceeds $ 228,078,680 Less: Proceeds allocated to Public Warrants (12,492,109 ) Class A common stock issuance costs (12,318,960 ) Add: Adjustment of carrying value to initial redemption value 28,232,249 Class A common stock subject to possible redemption $ 231,499,860 Derivative Liabilities The Company accounts for derivative instruments as either equity-classified or liability-classified instruments based on an assessment of the instruments’ specific terms and applicable authoritative guidance in Financial Accounting Standards Board (“FASB”) Accounting Standards Codification (“ASC”) 480, Distinguishing Liabilities from Equity (“ASC 480”) and ASC 815, Derivatives and Hedging (“ASC 815”). The assessment considers whether the instruments are freestanding financial instruments pursuant to ASC 480, meet the definition of a liability pursuant to ASC 480, and whether the derivative instruments meet all of the requirements for equity classification under ASC 815, including whether they are indexed to the Company’s own common stock, among other conditions for equity classification. This assessment, which requires the use of professional judgment, is conducted at the time of issuance and as of each subsequent quarterly period end date while the instruments are outstanding. For issued or modified warrants that meet all of the criteria for equity classification, the warrants are required to be recorded as a component of additional paid-in non-cash The Company granted the underwriters a 45-day Offering Costs Deferred offering costs consist of underwriting, legal, accounting and other expenses incurred through the balance sheet date that are directly related to the Initial Public Offering. Offering costs are allocated to the separable financial instruments issued in the Initial Public Offering based on a relative fair value basis, compared to total proceeds received. Offering costs allocated to the Public Shares were charged to stockholders’ deficit upon the completion of the Initial Public Offering. Offering costs amounted to $13,056,080, which were charged to stockholders’ deficit upon the completion of the Initial Public Offering. $12,318,960 were allocated to public shares and charged to temporary equity, and $737,120 was allocated to warrants and accounted for as equity. Income Taxes The Company follows the asset and liability method of accounting for income taxes under ASC 740, “Income Taxes.” Deferred tax assets and liabilities are recognized for the estimated future tax consequences attributable to differences between the financial statement’s carrying amounts of existing assets and liabilities and their respective tax bases. Deferred tax assets and liabilities are measured using enacted tax rates expected to apply to taxable income in the years in which those temporary differences are expected to be recovered or settled. The effect on deferred tax assets and liabilities of a change in tax rates is recognized in income in the period that included the enactment date. Valuation allowances are established, when necessary, to reduce deferred tax assets to the amount expected to be realized. ASC Topic 740 prescribes a recognition threshold and a measurement attribute for the financial statement recognition and measurement of tax positions taken or expected to be taken in a tax return. For those benefits to be recognized, a tax position must be more-likely-than-not Net Loss per Common Share The Company complies with accounting and disclosure requirements of FASB ASC Topic 260, “Earnings Per Share”. Net loss per common share is computed by dividing net loss by the weighted average number of common shares outstanding for the period. Accretion associated with the redeemable shares of Class A common shares is excluded from earnings per share as the redemption value approximates fair value. The following table reflects the calculation of basic and diluted net loss per ordinary share (in dollars, except per share amounts): Three Months Ended March 31, 2022 For the Period from January 5, 2021 (Inception) Through March 31, 2021 Class A Class B Class A Class B Basic and diluted net loss per common share Numerator: Allocation of net loss, as adjusted $ (943,894 ) $ (235,974 ) $ — $ (1,000 ) Denominator: Basic and diluted weighted average shares outstanding 22,807,868 5,701,967 — 5,000,000 Basic and diluted net loss per ordinary share $ (0.04 ) $ (0.04 ) $ — $ (0.00 ) Concentration of Credit Risk Financial instruments that potentially subject the Company to concentrations of credit risk consist of cash accounts in a financial institution, which, at times may exceed the Federal Depository Insurance Corporation coverage limit of $250,000. The Company has not experienced losses on these accounts and management believes the Company is not exposed to significant risks on such account. Fair Value of Financial Instruments The fair value of the Company’s assets and liabilities, which qualify as financial instruments under ASC Topic 820, “Fair Value Measurement,” approximates the carrying amounts represented in the accompanying condensed consolidated balance sheets, primarily due to their short-term nature. Recent Accounting Standards In August 2020, the FASB issued ASU No. 2020-06, “Debt — Debt with Conversion and Other Options (Subtopic 470-20) and Derivatives and Hedging — Contracts in Entity’s Own Equity (Subtopic 815-40): Accounting for Convertible Instruments and Contracts in an Entity’s Own Equity” (“ASU 2020-06”), which simplifies accounting for convertible instruments by removing major separation models required under current GAAP. ASU 2020-06 removes certain settlement conditions that are required for equity contracts to qualify for the derivative scope exception and it also simplifies the diluted earnings per share calculation in certain areas. ASU 2020-06 is effective for fiscal years beginning after December 15, 2023, including interim periods within those fiscal years, with early adoption permitted. The Company is currently assessing the impact, if any, that ASU 2020-06 would have on its financial position, results of operations or cash flows. Management does not believe that any other recently issued, but not yet effective, accounting standards, if currently adopted, would have a material effect on the Company’s condensed consolidated financial statements. |
INITIAL PUBLIC OFFERING
INITIAL PUBLIC OFFERING | 3 Months Ended |
Mar. 31, 2022 | |
Equity [Abstract] | |
INITIAL PUBLIC OFFERING | NOTE 3. INITIAL PUBLIC OFFERING Pursuant to the Initial Public Offering, the Company sold 20,000,000 Units at a purchase price of $10.00 per Unit. Each Unit consists of one share of Class A common stock and one-half 8 On August 2, 2021, the underwriters notified the Company of their intention to partially exercise their over-allotment option. As such, on August 4, 2021, the Company consummated the sale of an additional 2,807,868 Units, at $10.00 per Unit, and the sale of an additional 982,754 Private Placement Warrants, at $1.00 per Private Warrant. |
PRIVATE PLACEMENT
PRIVATE PLACEMENT | 3 Months Ended |
Mar. 31, 2022 | |
Private Placement [Abstract] | |
PRIVATE PLACEMENT | NOTE 4. PRIVATE PLACEMENT Simultaneously with the closing of the Initial Public Offering, the Sponsor purchased an aggregate of 9,000,000 Private Placement Warrants at a price of $1.00 per Private Placement Warrant, for an aggregate purchase price of $9,000,000, in a private placement. Each Private Placement Warrant is exercisable to purchase one Class A common stock at a price of $11.50. A portion of the proceeds from the Private Placement Warrants were added to the proceeds from the Initial Public Offering held in the Trust Account. If the Company does not complete a Business Combination within the Combination Period, the proceeds from the sale of the Private Placement Warrants will be used to fund the redemption of the Public Shares (subject to the requirements of applicable law) and the Private Placement Warrants will expire worthless. On August 2, 2021, the underwriters notified the Company of their intention to partially exercise their over-allotment option. As such, on August 4, 2021, the Company consummated the sale of an additional 2,807,868 Units, at $10.00 per Unit, and the sale of an additional 982,754 Private Placement Warrants, at $1.00 per Private Warrant. |
RELATED PARTY TRANSACTIONS
RELATED PARTY TRANSACTIONS | 3 Months Ended |
Mar. 31, 2022 | |
Related Party Transactions [Abstract] | |
RELATED PARTY TRANSACTIONS | NOTE 5. RELATED PARTY TRANSACTIONS Founder Shares On January 22, 2021, the Sponsor purchased 5,750,000 shares (the “Founder Shares”) of the Company’s Class B common stock for an aggregate price of $25,000. The Founder Shares include an aggregate of up to 750,000 shares subject to forfeiture by the Sponsor to the extent that the underwriters’ over-allotment is not exercised in full or in part, so that the Sponsor will collectively own, on an as-converted The Sponsor has agreed not to transfer, assign or sell any of its Founder Shares until the earlier to occur of: (A) one year after the completion of a Business Combination or (B) the date on which the Company completes a liquidation, merger, capital stock exchange or similar transaction that results in the Company’s stockholders having the right to exchange their shares of common stock for cash, securities or other property. Notwithstanding the foregoing, if the last sale price of the Company’s Class A common stock equals or exceeds $12.00 per share (as adjusted for stock splits, stock dividends, reorganizations, recapitalizations and the like) for any 20 trading days with in any 30-trading lock-up. Other Receivable – Related Party On August 23, 2021, the Company paid a charge in the amount of $5,541 on behalf of an affiliated entity. This amount is included in other receivable – related party. The Company was subsequently reimbursed in full subsequent to March 31, 2022, prior to the issuance of these condensed consolidated financial statements. Administrative Support Agreement The Company agreed, commencing on July 28, 2021, through the earlier of the Company’s consummation of a Business Combination and its liquidation, to pay an affiliate of the Sponsor or its designee a total of up to $15,000 per month for office space, administrative and shared personnel support. For the three months ended March 31, 2022, the Company incurred and paid $45,000 in fees for these services. For the period from January 5, 2021 (inception) through March 31, 2021, the Company did not incur any fees for these services. Promissory Note — Related Party On January 22, 2021, the Sponsor issued an unsecured promissory note to the Company (the “Promissory Note”), pursuant to which the Company could borrow up to an aggregate principal amount of $300,000. The Promissory Note was non-interest On February 9, 2022, the Sponsor agreed to loan the Company $300,000 pursuant to a new promissory note (the “Promissory Note”). The Promissory Note is non-interest bearing and payable upon consummation of the Company’s initial Business Combination. As of March 31, 2022, there was $300,000 outstanding under the Promissory Note. Related Party Loans In order to finance transaction costs in connection with a Business Combination, the Sponsor or an affiliate of the Sponsor or certain of the Company’s directors and officers may, but are not obligated to, loan the Company funds as may be required (“Working Capital Loans”). If the Company completes a Business Combination, the Company would repay the Working Capital Loans out of the proceeds of the Trust Account released to the Company. Otherwise, the Working Capital Loans would be repaid only out of funds held outside the Trust Account. In the event that a Business Combination does not close, the Company may use a portion of proceeds held outside the Trust Account to repay the Working Capital Loans, but no proceeds held in the Trust Account would be used to repay the Working Capital Loans. The Working Capital Loans would either be repaid upon consummation of a Business Combination, without interest, or, at the lender’s discretion, up to $1,500,000 of such Working Capital Loans may be convertible into warrants of the post-Business Combination entity at a price of $1.00 per warrant. The warrants would be identical to the Private Placement Warrants. On February 9, 2022, the Sponsor agreed to loan the Company $300,000 pursuant to a new promissory note (the “Working Capital Loan”). The Working Capital Loan is non-interest Health Insurance — Related Party On December 15, 2021, the Company reimbursed the Sponsor of health insurance and other benefits for its officers and administrative staff for the year 2022. |
COMMITMENTS AND CONTINGENCIES
COMMITMENTS AND CONTINGENCIES | 3 Months Ended |
Mar. 31, 2022 | |
Commitments and Contingencies Disclosure [Abstract] | |
COMMITMENTS AND CONTINGENCIES | NOTE 6. COMMITMENTS AND CONTINGENCIES On September 15, 2021, the Company entered into an agreement with a vendor for financial advisement services related to the Business Combination. The agreement calls for the vendor to receive a contingent fee at Business Combination in the amount of $3,000,000. If, following or in connection with the termination, abandonment or failure to occur of any proposed Business Combination in respect of which the Company entered into an agreement during the term of this Agreement or during the 12-month break-up, “Break-Up On October 11, 2021, the Company entered into an agreement with a vendor for financial advisement services related to the Business Combination. The agreement calls for the vendor to receive a contingent fee at Business Combination in the amount equal to (i) the aggregate principal amount of securities issued at the closing of such transaction, multiplied by (ii) 4%, multiplied by (iii) 50%. In addition to any fees that may be payable to the vendor, the Company will reimburse the vendor for all reasonable expenses in connection with the agreement. On February 15, 2022, the Company entered into an agreement with a vendor for investment banking services related to the pending Business Combination. Specifically, the agreement relates to assisting in raising the funds as part of the PIPE financing. The agreement calls for the vendor to receive a contingent fee equal to (i) the aggregate principal amount of securities issued at the closing of such transaction as i) 2% if it is a equity or debt security or ii) if it is a convertible debt security. In addition to any fees that may be payable to the vendor, the Company will reimburse the vendor for all reasonable expenses in connection with the agreement. As of March 31, 202 2 Registration Rights Pursuant to a registration rights agreement entered into on July 28, 2021, the holders of the Founder Shares, Private Placement Units (including securities contained therein) and units (including securities contained therein) that may be issued upon conversion of Working Capital Loans, and any shares of Class A common stock issuable upon the exercise of the Private Placement Warrants and any shares of Class A common stock and warrants (and underlying Class A common stock) are entitled to registration rights, requiring the Company to register such securities for resale (in the case of the Founder Shares, only after conversion to Class A common stock). The holders of the majority of these securities are entitled to make up to three demands, excluding short form demands, that the Company register such securities. In addition, the holders have certain “piggy-back” registration rights with respect to registration statements filed subsequent to the completion of a Business Combination and rights to require the Company to register for resale such securities pursuant to Rule 415 under the Securities Act. However, the registration rights agreement provides that the Company will not permit any registration statement filed under the Securities Act to become effective until termination of the applicable lock-up Underwriting Agreement The Company granted the underwriters a 45-day The underwriters were paid a cash fee of $0.20 per Unit, or $4,561,574 in the aggregate. In addition, the underwriters are entitled to a deferred fee of $7,982,754 in the aggregate. The deferred fee will become payable to the underwriters from the amounts held in the Trust Account solely in the event that the Company completes a Business Combination, subject to the terms of the underwriting agreement. Business Combination Agreement On February 15, 2022, the Company entered into an agreement with a vendor for investment banking services related to the pending Business Combination. Specifically, the agreement relates to assisting in raising the funds as part of the PIPE financing. The agreement calls for the vendor to receive a contingent fee equal to (i) the aggregate principal amount of securities issued at the closing of such transaction multiplied by i) 2% if it is an equity or debt security or ii) 1% if it is a convertible debt security. In addition to any fees that may be payable to the vendor, the Company will reimburse the vendor for all reasonable expenses in connection with the agreement. Merger Agreement On February 14, 2022, Software Acquisition Group Inc. III, a Delaware corporation (“SWAG”), and Nuevo Merger Sub, Inc., a Delaware corporation and wholly owned subsidiary of SWAG (“Merger Sub”), entered into an Agreement and Plan of Merger (as it may be amended, supplemented or otherwise modified from time to time in accordance with its terms, the “Merger Agreement”) with Branded Online, Inc. (d/b/a Nogin), a Delaware corporation (“Nogin” or the “Company”). If (i) the Merger Agreement is adopted and the transactions contemplated thereby, including the Merger, are approved by SWAG’s and Nogin’s stockholders and (ii) the Merger is subsequently completed, Merger Sub will merge with and into Nogin, with Nogin surviving the Merger as a wholly owned subsidiary of SWAG (the “Merger” and, along with the transactions contemplated in the Merger Agreement, the “Transactions”). As part of the Transactions, holders of Nogin’s common stock and vested options will receive aggregate consideration of approximately $566.0 million, payable in (i) the case of Nogin’s stockholders, newly issued shares of SWAG Class A common stock, par value $0.0001 per share (“SWAG Class A common stock”), with a value ascribed to each share of SWAG Class A common stock of $10.00, and, at their election, a portion of $20.0 million of consideration payable in cash and (ii) the case of Nogin’s optionholders, options of SWAG (collectively, the “merger consideration”). Sponsor Agreement In connection with the execution of the Merger Agreement, our sponsor entered into a sponsor agreement (the “Sponsor Agreement”) with SWAG and Nogin, pursuant to which the sponsor agreed to, among other things, (i) vote at the special meeting to be called for approval of the Transactions any SWAG Class A common stock or SWAG Class B common stock, par value $0.0001 per share (collectively, the “Sponsor Securities”), held of record or thereafter acquired in favor of the proposals presented by SWAG at such meeting, (ii) be bound by certain other covenants and agreements related to the Merger and (iii) be bound by certain transfer restrictions with respect to the Sponsor Securities, in each case, on the terms and subject to the conditions set forth in the Sponsor Agreement. The Sponsor Agreement also provides that the Sponsor has agreed to waive redemption rights in connection with the consummation of the Transactions with respect to any Sponsor Securities they may hold. The sponsor has also agreed, subject to certain exceptions, not to transfer any of its shares of SWAG Class B common stock (the “Founder Shares”) (or any shares of SWAG common stock issuable upon conversion in connection with the Closing) until the earlier of (i) the date that is the one-year Lock-up The Sponsor Agreement parties have also agreed, subject to certain exceptions, not to transfer any private placement warrants purchased in connection with SWAG’s initial public offering (the “Private Placement Warrants”) (or any share of SWAG common stock issued or issuable upon the exercise of the Private Placement Warrants), until 30 days after the Closing Date of the Transactions (the “Private Placement Warrants Lock-Up Lock-up “Lock-up The Sponsor Agreement provides that as of immediately prior to (but subject to) the Closing, 1,710,590 (or 30%) of the Founder Shares held by the sponsor as of the Closing, or 2,565,885 (or 45%) of the Founders Shares if, immediately prior to the Closing, holders of SWAG Class A common stock have validly elected to redeem a number of shares of SWAG Class A common stock (and have not withdrawn such redemptions) that would result in greater than 40% of the funds in the Trust Account being paid to such redeeming holders for such redemptions, will be subject to certain time and performance-based vesting provisions described below. The sponsor has agreed, subject to exceptions, not to transfer any unvested Founder Shares prior to the date such securities become vested. Pursuant to the Sponsor Agreement, 50% of the unvested Founder Shares (the “First Tranche Shares”) will vest on any day following the Closing when the closing price of a share of SWAG Class A common stock on NASDAQ (the “Closing Share Price”) equals or exceeds $12.50 (as adjusted for stock splits, stock dividends, reorganizations, recapitalizations and the like) and the remaining 50% will vest (along with any unvested First Tranche Shares) when the Closing Share Price equals or exceeds $14.50 (as adjusted for stock splits, stock dividends, reorganizations, recapitalizations and the like). The Sponsor Agreement will terminate on the later of (i) the vesting of all unvested Founder Shares (ii) the end of the Founder Shares Lock-Up Company Support Agreement In connection with the execution of the Merger Agreement, SWAG, Nogin and certain stockholders of Nogin (collectively, the “Supporting Nogin Stockholders” and each, a “Supporting Nogin Stockholder”) entered into the Company Support Agreement. Pursuant to the Company Support Agreement, among other things, each Supporting Nogin Stockholder agreed to (i) vote at any meeting of the stockholders of Nogin all of its Nogin common stock and/or Nogin preferred stock, as applicable (or any securities convertible into or exercisable or exchangeable for Nogin common stock or Nogin preferred stock), held of record or thereafter acquired in favor of the transactions and the adoption of the Merger Agreement; (ii) appoint the chief executive officer of Nogin as such stockholder’s proxy in the event such stockholder fails to fulfil its obligations under the Company Support Agreement, (iii) be bound by certain other covenants and agreements related to the Merger and (iv) be bound by certain transfer restrictions with respect to Nogin securities, in each case, on the terms and subject to the conditions set forth in the Company Support Agreement. The shares of Nogin capital stock that are owned by the Supporting Nogin Stockholders and subject to the Company Support Agreement represent approximately 84.8% of the outstanding shares of Nogin common stock and approximately 99.5% of the outstanding shares of Nogin preferred stock. The execution and delivery of written consents by all of the Supporting Nogin Stockholders will constitute the Nogin stockholder approval at the time of such delivery. Additionally, the Supporting Nogin Stockholders have agreed to waive any appraisal rights (including under Section 262 of the DGCL) with respect to the Merger and any rights to dissent with respect to the Merger. Registration Rights Agreement The Merger Agreement contemplates that, at the Closing, SWAG and certain stockholders of Nogin and SWAG will enter into an Amended and Restated Registration Rights Agreement (the “Registration Rights Agreement”), pursuant to which SWAG will agree to register for resale, pursuant to Rule 415 under the Securities Act, certain shares of SWAG Class A common stock and other equity securities of SWAG that are held by the parties thereto from time to time. Pursuant to the Registration Rights Agreement, SWAG will agree to file a shelf registration statement registering the resale of the SWAG Class A common stock (including those held as of the effective time or issuable upon future exercise of the Private Placement Warrants) and the Private Placement Warrants (the “Registrable Securities”) under the Registration Rights Agreement within 15 days of the Closing. Up to four times total and up to twice in any 12-month Representations and Warranties Under the Merger Agreement, Nogin made customary representations and warranties relating to: organization; authorization; capitalization; Nogin’s subsidiaries; consents and approvals; consolidated financial statements; absence of undisclosed liabilities; absence of certain changes; real estate; intellectual property; litigation; material contracts; taxes; environmental matters; licenses and permits; employee benefits; labor and employment matters; international trade and anti-corruption matters; certain fees; insurance policies; affiliate transactions; information supplied; customers and suppliers; compliance with laws; PPP loans; and disclaimer of warranties. Under the Merger Agreement, SWAG and Merger Sub made customary representations and warranties relating to: organization; authorization; capitalization; consents and approvals; consolidated financial statements; business activities and absence of undisclosed liabilities; absence of certain changes; litigation; material contracts; taxes; compliance with laws; certain fees; organization of Merger Sub; Securities and Exchange Commission (“SEC”) reports, Nasdaq Stock Market LLC (“NASDAQ”) compliance and the Investment Company Act; information supplied; approvals of boards of directors and stockholders; SWAG’s Trust Account (the “Trust Account”); affiliate transactions; independent investigation; employee benefits; valid issuance of securities; takeover statutes and charter provisions; and disclaimer of warranties. Covenants The Merger Agreement includes customary covenants of the parties with respect to business operations prior to the consummation of the Transactions and efforts to satisfy conditions to the consummation of the Transactions. The Merger Agreement also contains additional covenants of the parties, including, among others, covenants providing for SWAG and the Company to cooperate in the preparation of the Registration Statement on Form S-4 |
CLASS A COMMON STOCK SUBJECT TO
CLASS A COMMON STOCK SUBJECT TO POSSIBLE REDEMPTION | 3 Months Ended |
Mar. 31, 2022 | |
Common Stock Subject To Mandatory Redemption [Abstract] | |
CLASS A COMMON STOCK SUBJECT TO POSSIBLE REDEMPTION | NOTE 7. CLASS A COMMON STOCK SUBJECT TO POSSIBLE REDEMPTION Class A Common Stock Holders of Class A common stock and holders of Class B common stock will vote together as a single class on all other matters submitted to a vote of our stockholders except as otherwise required by law. The shares of Class B common stock will automatically convert into shares of Class A common stock at the time of a Business Combination on a one-for-one as-converted |
STOCKHOLDERS' DEFICIT
STOCKHOLDERS' DEFICIT | 3 Months Ended |
Mar. 31, 2022 | |
Equity [Abstract] | |
STOCKHOLDERS' DEFICIT | NOTE 8. SHAREHOLDERS’ DEFICIT Preferred Stock Class B Common Stock Prior to the consummation of a Business Combination, only holders of Class B common stock will have the right to vote on the election of directors. Warrants The Company will not be obligated to deliver any Class A common stock pursuant to the exercise of a Public Warrant and will have no obligation to settle such Public Warrant exercise unless a registration statement under the Securities Act covering the issuance of the Class A common stock issuable upon exercise of the Public Warrants is then effective and a prospectus relating thereto is current, subject to the Company satisfying its obligations with respect to registration. No Public Warrant will be exercisable for cash or on a cashless basis, and the Company will not be obligated to issue any shares to holders seeking to exercise their Public Warrants, unless the issuance of the shares upon such exercise is registered or qualified under the securities laws of the state of the exercising holder, or an exemption from registration is available. The Company has agreed that as soon as practicable, but in no event later than 15 business days, after the closing of a Business Combination, it will use its best efforts to file with the SEC a registration statement registering the issuance of the shares of Class A common stock issuable upon exercise of the warrants, to cause such registration statement to become effective and to maintain a current prospectus relating to those shares of Class A common stock until the warrants expire or are redeemed, as specified in the warrant agreement. If a registration statement covering the shares of Class A common stock issuable upon exercise of the warrants is not effective by the 60 th Redemption of Warrants When the Price per share of Class A common stock Equals or Exceeds $18.00 • in whole and not in part; • at a price of $0.01 per Public Warrant; • upon not less than 30 days’ prior written notice of redemption to each warrant holder; and • if, and only if, the reported closing price of the Class A common stock equals or exceeds $18.00 per share (as adjusted for stock splits, stock dividends, reorganizations, recapitalizations and the like) for any 20 trading days within a 30-trading If and when the warrants become redeemable by the Company, the Company may not exercise its redemption right if the issuance of shares of common stock upon exercise of the warrants is not exempt from registration or qualification under applicable state blue sky laws or the Company is unable to effect such registration or qualification. The exercise price and number of shares of Class A common stock issuable upon exercise of the Public Warrants may be adjusted in certain circumstances including in the event of a share dividend, extraordinary dividend or recapitalization, reorganization, merger or consolidation. However, except as described below, the Public Warrants will not be adjusted for issuances of Class A common stock at a price below its exercise price. Additionally, in no event will the Company be required to net cash settle the Public Warrants. If the Company is unable to complete a Business Combination within the Combination Period and the Company liquidates the funds held in the Trust Account, holders of Public Warrants will not receive any of such funds with respect to their Public Warrants, nor will they receive any distribution from the Company’s assets held outside of the Trust Account with respect to such Public Warrants. Accordingly, the Public Warrants may expire worthless. In addition if (x) the Company issues additional shares of Class A common stock or equity-linked securities for capital raising purposes in connection with the closing of a Business Combination at an issue price or effective issue price of less than $9.20 per share of Class A common stock (with such issue price or effective issue price to be determined in good faith by the Company’s board of directors and, in the case of any such issuance to the sponsor or its affiliates, without taking into account any Founder Shares held by the Sponsor or such affiliates, as applicable, prior to such issuance) (the “Newly Issued Price”), (y) the aggregate gross proceeds from such issuances represent more than 60% of the total equity proceeds, and interest thereon, available for the funding of a Business Combination on the date of the consummation of a Business Combination (net of redemptions), and (z) the volume weighted average trading price of the common stock during the 20 trading day period starting on the trading day prior to the day on which the Company consummates a Business Combination (such price, the “Market Value”) is below $9.20 per share, the exercise price of the warrants will be adjusted (to the nearest cent) to be equal to 115% of the higher of the Market Value and the Newly Issued Price, the $18.00 per share redemption trigger price described above will be adjusted (to the nearest cent) to be equal to 180% of the higher of the Market Value and the Newly Issued Price. The Private Placement Warrants are identical to the Public Warrants underlying the Units sold in the Proposed Public Offering, except that the Private Placement Warrants and the common shares issuable upon the exercise of the Private Placement Warrants will not be transferable, assignable or salable until 30 days after the completion of a Business Combination, subject to certain limited exceptions. Additionally, the Private Placement Warrants will be exercisable on a cashless basis and will be non-redeemable. |
FAIR VALUE MEASUREMENTS
FAIR VALUE MEASUREMENTS | 3 Months Ended |
Mar. 31, 2022 | |
Fair Value Disclosures [Abstract] | |
FAIR VALUE MEASUREMENTS | NOTE 9. FAIR VALUE MEASUREMENTS The Company follows the guidance in ASC 820 for its financial assets and liabilities that are re-measured non-financial re-measured The fair value of the Company’s financial assets and liabilities reflects management’s estimate of amounts that the Company would have received in connection with the sale of the assets or paid in connection with the transfer of the liabilities in an orderly transaction between market participants at the measurement date. In connection with measuring the fair value of its assets and liabilities, the Company seeks to maximize the use of observable inputs (market data obtained from independent sources) and to minimize the use of unobservable inputs (internal assumptions about how market participants would price assets and liabilities). The following fair value hierarchy is used to classify assets and liabilities based on the observable inputs and unobservable inputs used in order to value the assets and liabilities: Level 1: Quoted prices in active markets for identical assets or liabilities. An active market for an asset or liability is a market in which transactions for the asset or liability occur with sufficient frequency and volume to provide pricing information on an ongoing basis. Level 2: Observable inputs other than Level 1 inputs. Examples of Level 2 inputs include quoted prices in active markets for similar assets or liabilities and quoted prices for identical assets or liabilities in markets that are not active. Level 3: Unobservable inputs based on our assessment of the assumptions that market participants would use in pricing the asset or liability. The following table presents information about the Company’s assets that are measured at fair value on a recurring basis at March 31, 2022 and December 31, 2021, and indicates the fair value hierarchy of the valuation inputs the Company utilized to determine such fair value: Description Level March 31, 2022 December 31, 2021 Assets: Marketable securities held in Trust Account 1 $ 231,529,974 $ 231,506,662 |
SUBSEQUENT EVENTS
SUBSEQUENT EVENTS | 3 Months Ended |
Mar. 31, 2022 | |
Subsequent Events [Abstract] | |
SUBSEQUENT EVENTS | NOTE 10. SUBSEQUENT EVENTS The Company evaluated subsequent events and transactions that occurred after the balance sheet date up to the date that the condensed consolidated financial statements were issued. Based upon this review, other than described in these financial statements, the Company did not identify any subsequent events that would have required adjustment or disclosure in the condensed consolidated financial statements. Amendment to Merger Agreement On April 20, 2022, SWAG, Merger Sub and Nogin entered into the Amendment to the Merger Agreement (the “MA Amendment”). The MA Amendment reflects the parties’ agreement to lower the cash consideration amount from $20 million to $15 million and increase the share consideration in a proportionate amount. PIPE Subscription Agreements On April 19, 2022, SWAG, certain guarantors named therein (the “Notes Guarantors”) and certain investors named therein (each, a “Subscriber” and collectively, the “Subscribers”), entered into subscription agreements (each, a “PIPE Subscription Agreement” and collectively, the “PIPE Subscription Agreements”) pursuant to which SWAG agreed to issue and sell, at the par value of the notes, to the Subscribers immediately prior to the closing of the Merger (i) up to an aggregate principal amount of $75 million of 7.00% Convertible Senior Notes due 2026 (the “Convertible Notes”) convertible into shares of SWAG Class A common stock, par value $0.0001 per share (“SWAG Common Stock”), and (ii) an aggregate of 1.5 million warrants (the “PIPE Warrants”) with each whole PIPE Warrant entitling the holder thereof to purchase one share of SWAG Common Stock (the transactions described in clauses (i) and (ii), collectively, the “PIPE Investment”). The Subscribers have agreed to purchase $65 million aggregate principal amount of the Convertible Notes, with a subsidiary of UBS Hedge Fund Solutions LLC (“UBS”) having the option to purchase up to an additional $10 million aggregate principal amount of the Convertible Notes (together with additional PIPE Warrants) pursuant to an “accordion feature” included in UBS’s PIPE Subscription Agreement. Jonathan Huberman, Chief Executive Officer of SWAG, has also executed a PIPE Subscription Agreement for $0.5 million aggregate principal amount of Convertible Notes. Subscribers will also receive a pro rata portion of the PIPE Warrants in connection with their respective commitments to purchase the Convertible Notes. The PIPE Investment is conditioned on (i) the substantially contemporaneous closing of the Merger and the other Transactions as well as the execution of (x) an indenture governing the Convertible Notes (the “Indenture”) by and among SWAG, as issuer, the Notes Guarantors, as guarantors, and U.S. Bank Trust Company, National Association, as trustee and collateral agent (the “Trustee”) and related agreements securing the payment of the obligations under the Convertible Notes and the Indenture, and (y) a warrant agreement (the “PIPE Warrant Agreement”), by and between SWAG, as issuer, and Continental Stock Transfer & Trust Company, as warrant agent; (ii) certain minimum cash and liquidity requirements; (iii) representations and warranties of the parties to the PIPE Subscription Agreement being true and correct in all material respects as of the closing date of the Transactions (except where qualified as to materiality or otherwise); (iv) absence of material adverse effect with respect to SWAG or the Notes Guarantors, as applicable; and (v) other customary closing conditions. Up to $15 million of the proceeds from the PIPE Investment will be used to fund the cash consideration for the Merger. The Subscription Agreements provide for certain customary registration rights for the PIPE Investors. |
SUMMARY OF SIGNIFICANT ACCOUN_2
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Policies) | 3 Months Ended |
Mar. 31, 2022 | |
Accounting Policies [Abstract] | |
Basis of Presentation | Basis of Presentation The accompanying unaudited condensed consolidated financial statements have been prepared in accordance with accounting principles generally accepted in the United States of America (“GAAP”) for interim financial information and in accordance with the instructions to Form 10-Q S-X The accompanying unaudited condensed consolidated financial statements should be read in conjunction with the Company’s Annual Report on Form 10-K |
Principles of Consolidation | Principles of Consolidation The accompanying condensed consolidated financial statements include the accounts of the Company and its wholly owned subsidiary. All significant intercompany balances and transactions have been eliminated in consolidation. |
Emerging Growth Company | Emerging Growth Company The Company is an “emerging growth company,” as defined in Section 2(a) of the Securities Act, as modified by the Jumpstart Our Business Startups Act of 2012 (the “JOBS Act”), and it may take advantage of certain exemptions from various reporting requirements that are applicable to other public companies that are not emerging growth companies including, but not limited to, not being required to comply with the independent registered public accounting firm attestation requirements of Section 404 of the Sarbanes-Oxley Act, reduced disclosure obligations regarding executive compensation in its periodic reports and proxy statements, and exemptions from the requirements of holding a nonbinding advisory vote on executive compensation and stockholder approval of any golden parachute payments not previously approved. Further, Section 102(b)(1) of the JOBS Act exempts emerging growth companies from being required to comply with new or revised financial accounting standards until private companies (that is, those that have not had a Securities Act registration statement declared effective or do not have a class of securities registered under the Exchange Act) are required to comply with the new or revised financial accounting standards. The JOBS Act provides that a company can elect to opt out of the extended transition period and comply with the requirements that apply to non-emerging |
Use of Estimates | Use of Estimates The preparation of the condensed consolidated financial statements in conformity with GAAP requires the Company’s management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of revenues and expenses during the reporting period. Making estimates requires management to exercise significant judgment. It is at least reasonably possible that the estimate of the effect of a condition, situation or set of circumstances that existed at the date of the financial statements, which management considered in formulating its estimate, could change in the near term due to one or more future confirming events. One of the more significant accounting estimates included in this financial statement is the determination of the fair value of the warrant liabilities. Such estimates may be subject to change as more current information becomes available and, accordingly, the actual results could differ significantly from those estimates. |
Cash and Cash Equivalents | Cash and Cash Equivalents The Company considers all short-term investments with an original maturity of three months or less when purchased to be cash equivalents. The Company did not have any cash equivalents at March 31, 2022 and December 31, 2021. |
Marketable Securities Held in Trust Account | Marketable Securities Held in Trust Account At March 31, 2022 and December 31, 2021, substantially all of the assets held in the Trust Account were held in money market funds, which are invested primarily in U.S. Treasury securities. All of the Company’s investments held in the Trust Account are classified as trading securities. Trading securities are presented on the balance sheet at fair value at the end of each reporting period. Gains and losses resulting from the change in fair value of investments held in Trust Account are included in interest earned on marketable securities held in Trust Account in the accompanying condensed consolidated statements of operations. The estimated fair values of investments held in Trust Account are determined using available market information. |
Class A Common Stock Subject to Possible Redemption | Class A Common Stock Subject to Possible Redemption The Company accounts for its Class A common stock subject to possible redemption in accordance with the guidance in Accounting Standards Codification (“ASC”) Topic 480 “Distinguishing Liabilities from Equity.” Shares of Class A common stock subject to mandatory redemption is classified as a liability instrument and is measured at fair value. Conditionally redeemable common stock (including common stock that features redemption rights that is either within the control of the holder or subject to redemption upon the occurrence of uncertain events not solely within the Company’s control) is classified as temporary equity. At all other times, common stock is classified as stockholders’ equity. The Company’s Class A common stock features certain redemption rights that are considered to be outside of the Company’s control and subject to occurrence of uncertain future events. Accordingly, at March 31, 2022 and December 31, 2021, Class A common stock subject to possible redemption is presented at redemption value as temporary equity, outside of the stockholders’ deficit section of the Company’s condensed consolidated balance sheets. The Company recognizes changes in redemption value immediately as they occur and adjusts the carrying value of redeemable common stock to equal the redemption value at the end of each reporting period. Increases or decreases in the carrying amount of redeemable common stock are affected by charges against additional paid in capital and accumulated deficit. At March 31, 2022 and December 31, 2021, the Class A common stock reflected in the balance sheets are reconciled in the following table: Gross proceeds $ 228,078,680 Less: Proceeds allocated to Public Warrants (12,492,109 ) Class A common stock issuance costs (12,318,960 ) Add: Adjustment of carrying value to initial redemption value 28,232,249 Class A common stock subject to possible redemption $ 231,499,860 |
Derivative Liabilities | Derivative Liabilities The Company accounts for derivative instruments as either equity-classified or liability-classified instruments based on an assessment of the instruments’ specific terms and applicable authoritative guidance in Financial Accounting Standards Board (“FASB”) Accounting Standards Codification (“ASC”) 480, Distinguishing Liabilities from Equity (“ASC 480”) and ASC 815, Derivatives and Hedging (“ASC 815”). The assessment considers whether the instruments are freestanding financial instruments pursuant to ASC 480, meet the definition of a liability pursuant to ASC 480, and whether the derivative instruments meet all of the requirements for equity classification under ASC 815, including whether they are indexed to the Company’s own common stock, among other conditions for equity classification. This assessment, which requires the use of professional judgment, is conducted at the time of issuance and as of each subsequent quarterly period end date while the instruments are outstanding. For issued or modified warrants that meet all of the criteria for equity classification, the warrants are required to be recorded as a component of additional paid-in non-cash The Company granted the underwriters a 45-day |
Offering Costs | Offering Costs Deferred offering costs consist of underwriting, legal, accounting and other expenses incurred through the balance sheet date that are directly related to the Initial Public Offering. Offering costs are allocated to the separable financial instruments issued in the Initial Public Offering based on a relative fair value basis, compared to total proceeds received. Offering costs allocated to the Public Shares were charged to stockholders’ deficit upon the completion of the Initial Public Offering. Offering costs amounted to $13,056,080, which were charged to stockholders’ deficit upon the completion of the Initial Public Offering. $12,318,960 were allocated to public shares and charged to temporary equity, and $737,120 was allocated to warrants and accounted for as equity. |
Income Taxes | Income Taxes The Company follows the asset and liability method of accounting for income taxes under ASC 740, “Income Taxes.” Deferred tax assets and liabilities are recognized for the estimated future tax consequences attributable to differences between the financial statement’s carrying amounts of existing assets and liabilities and their respective tax bases. Deferred tax assets and liabilities are measured using enacted tax rates expected to apply to taxable income in the years in which those temporary differences are expected to be recovered or settled. The effect on deferred tax assets and liabilities of a change in tax rates is recognized in income in the period that included the enactment date. Valuation allowances are established, when necessary, to reduce deferred tax assets to the amount expected to be realized. ASC Topic 740 prescribes a recognition threshold and a measurement attribute for the financial statement recognition and measurement of tax positions taken or expected to be taken in a tax return. For those benefits to be recognized, a tax position must be more-likely-than-not |
Net Loss per Common Share | Net Loss per Common Share The Company complies with accounting and disclosure requirements of FASB ASC Topic 260, “Earnings Per Share”. Net loss per common share is computed by dividing net loss by the weighted average number of common shares outstanding for the period. Accretion associated with the redeemable shares of Class A common shares is excluded from earnings per share as the redemption value approximates fair value. The following table reflects the calculation of basic and diluted net loss per ordinary share (in dollars, except per share amounts): Three Months Ended March 31, 2022 For the Period from January 5, 2021 (Inception) Through March 31, 2021 Class A Class B Class A Class B Basic and diluted net loss per common share Numerator: Allocation of net loss, as adjusted $ (943,894 ) $ (235,974 ) $ — $ (1,000 ) Denominator: Basic and diluted weighted average shares outstanding 22,807,868 5,701,967 — 5,000,000 Basic and diluted net loss per ordinary share $ (0.04 ) $ (0.04 ) $ — $ (0.00 ) |
Concentration of Credit Risk | Concentration of Credit Risk Financial instruments that potentially subject the Company to concentrations of credit risk consist of cash accounts in a financial institution, which, at times may exceed the Federal Depository Insurance Corporation coverage limit of $250,000. The Company has not experienced losses on these accounts and management believes the Company is not exposed to significant risks on such account. |
Fair Value of Financial Instruments | Fair Value of Financial Instruments The fair value of the Company’s assets and liabilities, which qualify as financial instruments under ASC Topic 820, “Fair Value Measurement,” approximates the carrying amounts represented in the accompanying condensed consolidated balance sheets, primarily due to their short-term nature. |
Recent Accounting Standards | Recent Accounting Standards In August 2020, the FASB issued ASU No. 2020-06, “Debt — Debt with Conversion and Other Options (Subtopic 470-20) and Derivatives and Hedging — Contracts in Entity’s Own Equity (Subtopic 815-40): Accounting for Convertible Instruments and Contracts in an Entity’s Own Equity” (“ASU 2020-06”), which simplifies accounting for convertible instruments by removing major separation models required under current GAAP. ASU 2020-06 removes certain settlement conditions that are required for equity contracts to qualify for the derivative scope exception and it also simplifies the diluted earnings per share calculation in certain areas. ASU 2020-06 is effective for fiscal years beginning after December 15, 2023, including interim periods within those fiscal years, with early adoption permitted. The Company is currently assessing the impact, if any, that ASU 2020-06 would have on its financial position, results of operations or cash flows. Management does not believe that any other recently issued, but not yet effective, accounting standards, if currently adopted, would have a material effect on the Company’s condensed consolidated financial statements. |
Reclassifications | Reclassifications Certain reclassifications have been made to the historical financial statements to conform to the current year’s presentation. Such reclassifications have no effect on net income (loss) as previously reported |
SUMMARY OF SIGNIFICANT ACCOUN_3
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Tables) | 3 Months Ended |
Mar. 31, 2022 | |
Accounting Policies [Abstract] | |
Summary of common stock reflected in the balance sheets are reconciled | At March 31, 2022 and December 31, 2021, the Class A common stock reflected in the balance sheets are reconciled in the following table: Gross proceeds $ 228,078,680 Less: Proceeds allocated to Public Warrants (12,492,109 ) Class A common stock issuance costs (12,318,960 ) Add: Adjustment of carrying value to initial redemption value 28,232,249 Class A common stock subject to possible redemption $ 231,499,860 |
Summary of Basic and Diluted Net Income (Loss) per Ordinary Share | The following table reflects the calculation of basic and diluted net loss per ordinary share (in dollars, except per share amounts): Three Months Ended March 31, 2022 For the Period from January 5, 2021 (Inception) Through March 31, 2021 Class A Class B Class A Class B Basic and diluted net loss per common share Numerator: Allocation of net loss, as adjusted $ (943,894 ) $ (235,974 ) $ — $ (1,000 ) Denominator: Basic and diluted weighted average shares outstanding 22,807,868 5,701,967 — 5,000,000 Basic and diluted net loss per ordinary share $ (0.04 ) $ (0.04 ) $ — $ (0.00 ) |
FAIR VALUE MEASUREMENTS (Tables
FAIR VALUE MEASUREMENTS (Tables) | 3 Months Ended |
Mar. 31, 2022 | |
Summary of Assets and Liabilities Measured at Fair Value on Recurring Basis | The following table presents information about the Company’s assets that are measured at fair value on a recurring basis at March 31, 2022 and December 31, 2021, and indicates the fair value hierarchy of the valuation inputs the Company utilized to determine such fair value: Description Level March 31, 2022 December 31, 2021 Assets: Marketable securities held in Trust Account 1 $ 231,529,974 $ 231,506,662 |
DESCRIPTION OF ORGANIZATION A_2
DESCRIPTION OF ORGANIZATION AND BUSINESS OPERATIONS - Additional Information (Detail) - USD ($) | Aug. 04, 2021 | Aug. 02, 2021 | Jul. 30, 2021 | Mar. 31, 2022 | Mar. 31, 2021 | Dec. 31, 2021 |
Description Of Organization And Business Operations [Line Items] | ||||||
Incorporation date of entity | Jan. 5, 2021 | |||||
Minimum net worth to consummate business combination | $ 5,000,001 | |||||
Percentage of public shares that can be transferred without any restriction | 15.00% | |||||
Share price | $ 10.15 | |||||
Expenses payable on dissolution | $ 100,000 | |||||
Minimum share price of the residual assets remaining available for distribution | $ 10 | |||||
Minimum public share price due to reductions in the value of the trust assets less taxes payable | $ 10.15 | |||||
Total deposited into the Trust Account | $ 28,499,860 | |||||
Proceeds held in the Trust Account | $ 231,499,860 | |||||
Cash | $ 90,183 | $ 288,108 | ||||
Marketable securities held in Trust Account | 231,529,974 | $ 231,506,662 | ||||
Deficit working capital | 1,412,378 | |||||
Interest earned on marketable securities held in Trust Account | 23,312 | $ 0 | ||||
Inception [Member] | ||||||
Description Of Organization And Business Operations [Line Items] | ||||||
Interest earned on marketable securities held in Trust Account | $ 30,114 | |||||
Minimum [Member] | ||||||
Description Of Organization And Business Operations [Line Items] | ||||||
Equity method investment ownership percentage | 50.00% | |||||
Private Placement Warrants [Member] | ||||||
Description Of Organization And Business Operations [Line Items] | ||||||
Class of warrant or rights issued during period,shares | 9,000,000 | |||||
Class of warrant or rights issue price per share | $ 1 | |||||
Proceeds from issuance of warrants | $ 9,000,000 | |||||
IPO [Member] | ||||||
Description Of Organization And Business Operations [Line Items] | ||||||
Total transaction costs incurred in connection with initial public offering | 13,056,080 | |||||
Underwriting fee | 4,561,574 | |||||
Deferred underwriting fee | 7,982,754 | |||||
Other Offering Costs | 511,752 | |||||
Proceeds from Issuance or Sale of Equity | $ 231,499,860 | |||||
Per share value of restricted asset | $ 10.15 | |||||
Over-Allotment Option [Member] | Private Placement Warrants [Member] | ||||||
Description Of Organization And Business Operations [Line Items] | ||||||
Class of warrant or rights issued during period,shares | 982,754 | |||||
Class of warrant or rights issue price per share | $ 1 | |||||
Proceeds from issuance of warrants | $ 29,061,434 | |||||
Common Class A [Member] | Minimum [Member] | ||||||
Description Of Organization And Business Operations [Line Items] | ||||||
Share price | $ 9.20 | |||||
Common Class A [Member] | IPO [Member] | ||||||
Description Of Organization And Business Operations [Line Items] | ||||||
Stock issued during period new shares issued | 20,000,000 | |||||
Sale of stock price per share | $ 10 | |||||
Proceeds from initial public offering | $ 200,000,000 | |||||
Common Class A [Member] | Over-Allotment Option [Member] | ||||||
Description Of Organization And Business Operations [Line Items] | ||||||
Stock issued during period new shares issued | 2,807,868 | |||||
Sale of stock price per share | $ 10 |
SUMMARY OF SIGNIFICANT ACCOUN_4
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES - Additional Information (Detail) - USD ($) | Sep. 30, 2021 | Aug. 04, 2021 | Mar. 31, 2022 | Mar. 31, 2021 | Dec. 31, 2021 |
Cash equivalents | $ 0 | ||||
Offering costs charged to stockholders equity | 13,056,080 | ||||
Unrecognized tax benefits | 0 | ||||
Unrecognized tax benefits, accrued interests and penalities | 0 | ||||
Cash FDIC insured amount | 250,000 | ||||
Class A common stock issuance costs | 0 | $ 94,937 | |||
Allocated value of transaction costs to warrants | 737,120 | ||||
Common Class A [Member] | |||||
Class A common stock issuance costs | $ 12,318,960 | $ 12,318,960 | |||
Over-Allotment Option [Member] | Underwriting Agreement [Member] | |||||
Term of option for underwriters to purchase additional Units to cover over-allotments | 45 days | 45 days | |||
Common stock shares subscribed but not issued | 3,000,000 | ||||
Over-Allotment Option [Member] | Maximum [Member] | Underwriting Agreement [Member] | |||||
Common stock shares subscribed but not issued | 3,300,000 | ||||
Over-Allotment Option [Member] | Common Class A [Member] | |||||
Stock issued during period new shares issued | 2,807,868 | ||||
Sale of stock price per share | $ 10 |
SUMMARY OF SIGNIFICANT ACCOUN_5
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES - Summary of common stock reflected in the balance sheets are reconciled (Details) - USD ($) | 3 Months Ended | 12 Months Ended | |
Mar. 31, 2022 | Mar. 31, 2021 | Dec. 31, 2021 | |
Gross proceeds | $ 0 | $ 25,000 | |
Class A common stock issuance costs | 0 | $ (94,937) | |
Common stock subject to possible redemption | 231,499,860 | $ 231,499,860 | |
Common Class A [Member] | |||
Gross proceeds | 228,078,680 | 228,078,680 | |
Proceeds allocated to Public Warrants | (12,492,109) | (12,492,109) | |
Class A common stock issuance costs | (12,318,960) | (12,318,960) | |
Adjustment of carrying value to initial redemption value | 28,232,249 | 28,232,249 | |
Common stock subject to possible redemption | $ 231,499,860 | $ 231,499,860 |
SUMMARY OF SIGNIFICANT ACCOUN_6
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES - Summary of Basic and Diluted Net Income (Loss) per Ordinary Share (Details) - USD ($) | 3 Months Ended | |
Mar. 31, 2022 | Mar. 31, 2021 | |
Common Class A [Member] | ||
Basic and diluted net loss per common share | ||
Allocation of net loss, as adjusted | $ (943,894) | $ 0 |
Basic and diluted weighted average shares outstanding | 22,807,868 | 0 |
Basic and diluted net loss per ordinary share | $ (0.04) | $ 0 |
Common Class B [Member] | ||
Basic and diluted net loss per common share | ||
Allocation of net loss, as adjusted | $ (235,974) | $ (1,000) |
Basic and diluted weighted average shares outstanding | 5,701,967 | 5,000,000 |
Basic and diluted net loss per ordinary share | $ (0.04) | $ 0 |
INITIAL PUBLIC OFFERING - Addit
INITIAL PUBLIC OFFERING - Additional Information (Detail) - USD ($) | Aug. 04, 2021 | Aug. 02, 2021 |
Public Warrant [Member] | ||
Class of Stock [Line Items] | ||
Class of warrant or right number of securities called by each warrant or right | 1 | |
Warrant exercise price | $ 11.50 | |
Private Placement [Member] | ||
Class of Stock [Line Items] | ||
Warrant exercise price | $ 1 | |
Common Class A [Member] | IPO [Member] | ||
Class of Stock [Line Items] | ||
Stock issued during period new shares issued | 20,000,000 | |
Sale of stock price per share | $ 10 | |
Common Class A [Member] | Over-Allotment Option [Member] | ||
Class of Stock [Line Items] | ||
Stock issued during period new shares issued | 2,807,868 | |
Sale of stock price per share | $ 10 | |
Sale of an additional private placement warrants | $ 982,754 |
PRIVATE PLACEMENT - Additional
PRIVATE PLACEMENT - Additional Information (Detail) - USD ($) | Aug. 04, 2021 | Aug. 02, 2021 |
Private Placement [Member] | ||
Class of Stock [Line Items] | ||
Warrant exercise price | $ 1 | |
Sale of an additional private placement warrants | $ 982,754 | |
Private Placement [Member] | Sponsor [Member] | ||
Class of Stock [Line Items] | ||
Class of warrant or rights issued during period, shares | 9,000,000 | |
Class of warrant or rights issue price per share | $ 1 | |
Class of warrant or rights issued during period, Value | $ 9,000,000 | |
Common Class A [Member] | Private Placement [Member] | ||
Class of Stock [Line Items] | ||
Warrant exercise price | $ 11.50 | |
Common Class A [Member] | Over-Allotment Option [Member] | ||
Class of Stock [Line Items] | ||
Stock issued during period new shares issued | 2,807,868 | |
Sale of stock price per share | $ 10 | |
Sale of an additional private placement warrants | $ 982,754 |
RELATED PARTY TRANSACTIONS - Ad
RELATED PARTY TRANSACTIONS - Additional Information (Detail) - USD ($) | Mar. 31, 2022 | Aug. 04, 2021 | Aug. 02, 2021 | Jan. 22, 2021 | Mar. 31, 2022 | Mar. 31, 2021 | Feb. 09, 2022 | Dec. 31, 2021 | Aug. 23, 2021 | Jul. 30, 2021 |
Related Party Transaction [Line Items] | ||||||||||
Stock shares issued during the period for services value | $ 25,000 | |||||||||
Share Price | $ 10.15 | |||||||||
Other receivable – related party | $ 5,541 | |||||||||
Reimbursement from health insurance | $ 86,549 | |||||||||
Notes Payable, Related Parties, Noncurrent | $ 300,000 | 300,000 | $ 0 | |||||||
Administrative Services [Member] | ||||||||||
Related Party Transaction [Line Items] | ||||||||||
Related Party Transaction, Selling, General and Administrative Expenses from Transactions with Related Party | 45,000 | $ 0 | ||||||||
Promissory Note [Member] | ||||||||||
Related Party Transaction [Line Items] | ||||||||||
Repayment of promissory note – related party | $ 174,060 | |||||||||
Over-Allotment Option [Member] | ||||||||||
Related Party Transaction [Line Items] | ||||||||||
Additional Units issued (in shares) | 2,807,868 | |||||||||
Sponser [Member] | Administrative Services [Member] | ||||||||||
Related Party Transaction [Line Items] | ||||||||||
Related party transaction fees payable per month | 15,000 | |||||||||
Sponser [Member] | Promissory Note [Member] | ||||||||||
Related Party Transaction [Line Items] | ||||||||||
Debt instrument face value | $ 300,000 | $ 300,000 | ||||||||
Debt instrument, maturity date | Dec. 31, 2021 | |||||||||
Notes Payable, Related Parties, Noncurrent | $ 300,000 | $ 300,000 | ||||||||
Sponser [Member] | Working Capital Loan [Member] | ||||||||||
Related Party Transaction [Line Items] | ||||||||||
Debt instrument maturity date description | (i) December 31, 2021 and (ii) the consummation of the Initial Public Offering. | |||||||||
Working capital loans convertible into equity warrants | $ 1,500,000 | $ 1,500,000 | ||||||||
Debt instrument conversion price per warrant | $ 1 | $ 1 | $ 1 | |||||||
Loans and leases receivable, related parties | $ 300,000 | |||||||||
Common Class B [Member] | ||||||||||
Related Party Transaction [Line Items] | ||||||||||
Common stock shares outstanding | 5,701,967 | 5,701,967 | 5,701,967 | 5,701,967 | ||||||
Common Class B [Member] | Sponser [Member] | ||||||||||
Related Party Transaction [Line Items] | ||||||||||
Stock shares issued during the period for services shares | 5,750,000 | |||||||||
Stock shares issued during the period for services value | $ 25,000 | |||||||||
Common Stock, Shares, Subject to Forfeiture | 750,000 | 701,967 | 750,000 | |||||||
Founder shares forfeited | 48,033 | |||||||||
Common Class B [Member] | Sponser [Member] | Restriction On Transfer Of Sponsor Shares [Member] | ||||||||||
Related Party Transaction [Line Items] | ||||||||||
Lock in period of shares | 1 year | |||||||||
Share Price | $ 12 | $ 12 | ||||||||
Waiting period after which the share trading days are considered | 150 days | |||||||||
Number of trading days for determining the share price | 20 days | |||||||||
Number of consecutive trading days for determining the share price | 30 days | |||||||||
Common Class B [Member] | Founder [Member] | ||||||||||
Related Party Transaction [Line Items] | ||||||||||
Percentage of common stock issued and outstanding | 20.00% | 20.00% | ||||||||
Common stock shares outstanding | 5,701,967 | 5,701,967 | 5,701,967 |
COMMITMENTS AND CONTINGENCIES -
COMMITMENTS AND CONTINGENCIES - Additional Information (Detail) - USD ($) | Feb. 15, 2022 | Feb. 14, 2022 | Oct. 11, 2021 | Sep. 30, 2021 | Sep. 15, 2021 | Aug. 04, 2021 | Aug. 02, 2021 | Mar. 31, 2022 | Mar. 31, 2021 | Dec. 31, 2021 | Jul. 30, 2021 |
Other Commitments [Line Items] | |||||||||||
Proceeds from Issuance of Common Stock | $ 0 | $ 25,000 | |||||||||
Common Stock, Par or Stated Value Per Share | $ 0.0001 | ||||||||||
Cash | $ 90,183 | $ 288,108 | |||||||||
Share Price | $ 10.15 | ||||||||||
Contingent legal fees | $ 1,300,000 | $ 981,000 | |||||||||
Sponsor [Member] | |||||||||||
Other Commitments [Line Items] | |||||||||||
Percentage of vested sponser shares before closing of business combination | 30.00% | ||||||||||
Sponsor [Member] | Private Placement Warrants [Member] | |||||||||||
Other Commitments [Line Items] | |||||||||||
Class Of Warrants Or Rights Period After Which The Warrants Are Excercisable | 30 days | ||||||||||
Restriction On Transfer Of Sponsor Shares [Member] | Sponsor [Member] | |||||||||||
Other Commitments [Line Items] | |||||||||||
Lock In Period Of Shares | 1 year | ||||||||||
SWAG Class A common stock [Member] | Nogins [Member] | |||||||||||
Other Commitments [Line Items] | |||||||||||
Proceeds from Issuance of Common Stock | $ 566 | ||||||||||
Common Stock, Par or Stated Value Per Share | $ 0.0001 | ||||||||||
Common Stock Value Ascribed Par Value | $ 10 | ||||||||||
Cash | $ 20,000,000 | ||||||||||
Vendor [Member] | |||||||||||
Other Commitments [Line Items] | |||||||||||
Business combination contingent fee | $ 3,000,000 | ||||||||||
Termination of this AgreementTerm | 12 months | ||||||||||
Percentage of cash fee | 25.00% | ||||||||||
Termination payments | $ 750,000 | ||||||||||
Additional contingent fee provision, rate | 4 | ||||||||||
Percentage of securities issue | 4.00% | ||||||||||
Percentage of securities issue one | 50.00% | ||||||||||
Over-Allotment Option [Member] | |||||||||||
Other Commitments [Line Items] | |||||||||||
Additional Units issued (in shares) | 2,807,868 | ||||||||||
Underwriting Agreement [Member] | IPO [Member] | |||||||||||
Other Commitments [Line Items] | |||||||||||
Underwriter deferred cash fee per unit | $ 0.20 | ||||||||||
Payment of underwriter fee | $ 4,561,574 | ||||||||||
Deferred underwriting fee | $ 7,982,754 | ||||||||||
Underwriting Agreement [Member] | Over-Allotment Option [Member] | |||||||||||
Other Commitments [Line Items] | |||||||||||
Term of option for underwriters to purchase additional Units to cover over-allotments | 45 days | 45 days | |||||||||
Common stock shares subscribed but not issued | 3,000,000 | ||||||||||
Sponsor Agreement [Member] | |||||||||||
Other Commitments [Line Items] | |||||||||||
Common Stock, Par or Stated Value Per Share | $ 0.0001 | ||||||||||
Number of vested sponser shares before closing of business combination | 1,710,590 | ||||||||||
Number of vested sponser shares after closing of business combination | 2,565,885 | ||||||||||
Percentage of vested sponser shares after Closing of business combination | 45.00% | ||||||||||
Percentage of trust funds paid for redemption of founder shares | 40.00% | ||||||||||
Sponsor Agreement [Member] | Vesting Tranche One [Member] | |||||||||||
Other Commitments [Line Items] | |||||||||||
Share Price | $ 12.50 | ||||||||||
Percentage of vesting of unvested sponser shares | 50.00% | ||||||||||
Sponsor Agreement [Member] | Vesting Tranche Two [Member] | |||||||||||
Other Commitments [Line Items] | |||||||||||
Share Price | $ 14.50 | ||||||||||
Percentage of vesting of unvested sponser shares | 50.00% | ||||||||||
Sponsor Agreement [Member] | Restriction On Transfer Of Sponsor Shares [Member] | |||||||||||
Other Commitments [Line Items] | |||||||||||
Share Price | $ 12 | ||||||||||
Number Of Trading Days For Determining The Share Price | 20 days | ||||||||||
Number Of Consecutive Trading Days For Determining The Share Price | 30 days | ||||||||||
Waiting Period After Which The Share Trading Days Are Considered | 150 days | ||||||||||
Company Support Agreement [Member] | Branded Online Inc or Nogin [Member] | |||||||||||
Other Commitments [Line Items] | |||||||||||
Percenatge of outstanding shares common stock held By supporting stockholders | 84.80% | ||||||||||
Percenatge of outstanding shares prefeered stock held By supporting stockholders | 99.50% | ||||||||||
Registration Rights Agreement [Member] | |||||||||||
Other Commitments [Line Items] | |||||||||||
Period in which shelf registration statement to be filed from closing of business combination | 15 days | ||||||||||
Thershold offering Price | $ 35,000,000 | ||||||||||
Business Combination Agreement [Member] | |||||||||||
Other Commitments [Line Items] | |||||||||||
Percentage of debt or equity securities | 2.00% | ||||||||||
Percentage of convertible debt securities | 1.00% | ||||||||||
Investment Banking Services [Member] | |||||||||||
Other Commitments [Line Items] | |||||||||||
Percentage of contingent fee Payable to vendor on issue of equity or debt security | 2.00% |
CLASS A COMMON STOCK SUBJECT _2
CLASS A COMMON STOCK SUBJECT TO POSSIBLE REDEMPTION - Additional Information (Detail) - $ / shares | 3 Months Ended | |
Mar. 31, 2022 | Dec. 31, 2021 | |
Common stock par value | $ 0.0001 | |
Class A Common Stock [Member] | ||
Common stock shares authorized | 100,000,000 | 100,000,000 |
Common stock par value | $ 0.0001 | $ 0.0001 |
Common stock voting rights | one vote for each share | |
Temporary Equity, Shares Issued | 22,807,868 | 22,807,868 |
Temporary Equity, Shares Outstanding | 22,807,868 | 22,807,868 |
Class A Common Stock [Member] | Founder [Member] | ||
Common stock conversion basis | one-for-one basis | |
Class B Common Stock [Member] | ||
Common stock shares authorized | 10,000,000 | 10,000,000 |
Common stock par value | $ 0.0001 | $ 0.0001 |
Common stock voting rights | one vote for each share | |
Class B Common Stock [Member] | Founder [Member] | ||
Percentage of common stock issued and outstanding | 20.00% |
STOCKHOLDERS' DEFICIT - Additio
STOCKHOLDERS' DEFICIT - Additional information (Detail) - $ / shares | 3 Months Ended | |||
Mar. 31, 2022 | Dec. 31, 2021 | Aug. 04, 2021 | Jul. 30, 2021 | |
Class of Stock [Line Items] | ||||
Preferred stock par value | $ 0.0001 | $ 0.0001 | ||
Preferred stock shares authorized | 1,000,000 | 1,000,000 | ||
Preferred stock shares issued | 0 | 0 | ||
Preferred stock shares outstanding | 0 | 0 | ||
Common stock par value | $ 0.0001 | |||
Share price | $ 10.15 | |||
Public Warrants [Member] | ||||
Class of Stock [Line Items] | ||||
Class of warrants or rights period after which the warrants are excercisable | 30 days | |||
Class of warrants or rights term | 5 years | |||
Public Warrants [Member] | Share Trigger Price One [Member] | ||||
Class of Stock [Line Items] | ||||
Share price | $ 18 | |||
Class of warrants or rights redemption price per unit | $ 0.01 | |||
Notice period to be given prior to redemption | 30 days | |||
Number of trading days for determining the share price | 20 days | |||
Number of consecutive trading days for determining the share price | 30 days | |||
Common Class A [Member] | ||||
Class of Stock [Line Items] | ||||
Common stock shares authorized | 100,000,000 | 100,000,000 | ||
Common stock par value | $ 0.0001 | $ 0.0001 | ||
Common stock voting rights | one vote for each share | |||
Common stock shares issued | 0 | 0 | ||
Common stock shares outstanding | 0 | 0 | ||
Period within which the warrants shall be registered with the securities exchange commission | 15 days | |||
Period within which the registration of warrants shall be effective from the closure of business combination | 60 days | |||
Common Class A [Member] | Minimum [Member] | ||||
Class of Stock [Line Items] | ||||
Share price | $ 9.20 | |||
Common Class A [Member] | Public Warrants [Member] | ||||
Class of Stock [Line Items] | ||||
Proceeds from equity used for funding business combination as a percentage of the total | 60.00% | |||
Number of consecutive trading days for determining volume weighted average price of shares | 20 days | |||
Volume weighted average price of shares | $ 9.20 | |||
Common Class A [Member] | Public Warrants [Member] | Share Trigger Price One [Member] | ||||
Class of Stock [Line Items] | ||||
Adjusted exercise price of warrants as a percentage of newly issued price | 180.00% | |||
Common Class A [Member] | Public Warrants [Member] | Share Trigger Price Two [Member] | ||||
Class of Stock [Line Items] | ||||
Adjusted exercise price of warrants as a percentage of newly issued price | 115.00% | |||
Exercise Price of Warrants | $ 18 | |||
Common Class B [Member] | ||||
Class of Stock [Line Items] | ||||
Common stock shares authorized | 10,000,000 | 10,000,000 | ||
Common stock par value | $ 0.0001 | $ 0.0001 | ||
Common stock voting rights | one vote for each share | |||
Common stock shares issued | 5,701,967 | 5,701,967 | ||
Common stock shares outstanding | 5,701,967 | 5,701,967 | 5,701,967 | |
Common Class B [Member] | Founder [Member] | ||||
Class of Stock [Line Items] | ||||
Common stock shares issued | 5,701,967 | 5,701,967 | ||
Common stock shares outstanding | 5,701,967 | 5,701,967 |
FAIR VALUE MEASUREMENTS - Summa
FAIR VALUE MEASUREMENTS - Summary of Assets and Liabilities Measured at Fair Value on Recurring Basis (Detail) - USD ($) | Mar. 31, 2022 | Dec. 31, 2021 |
Assets: | ||
Marketable securities held in Trust Account | $ 231,529,974 | $ 231,506,662 |
Fair Value, Recurring [Member] | Level 1 [Member] | ||
Assets: | ||
Marketable securities held in Trust Account | $ 231,529,974 | $ 231,506,662 |
SUBSEQUENT EVENTS - Additional
SUBSEQUENT EVENTS - Additional Information (Detail) - USD ($) $ / shares in Units, shares in Millions | Apr. 19, 2022 | Apr. 20, 2022 | Mar. 31, 2022 | Dec. 31, 2021 |
Subsequent Event [Line Items] | ||||
Cash | $ 90,183 | $ 288,108 | ||
Amendment to Merger Agreement [Member] | Maximum [Member] | ||||
Subsequent Event [Line Items] | ||||
Cash | $ 20,000,000 | |||
Amendment to Merger Agreement [Member] | Minimum [Member] | ||||
Subsequent Event [Line Items] | ||||
Cash | $ 15,000,000 | |||
PIPE Subscription Agreements [Member] | ||||
Subsequent Event [Line Items] | ||||
Proceeds from investments | $ 15,000,000 | |||
Subsequent Event [Member] | PIPE Subscription Agreements [Member] | ||||
Subsequent Event [Line Items] | ||||
Convertible debt | 500,000 | |||
Subsequent Event [Member] | PIPE Subscription Agreements [Member] | Convertible Senior Notes [Member] | ||||
Subsequent Event [Line Items] | ||||
Debt instrument face value | $ 75,000,000 | |||
Debt instrument interest rate stated percentage | 7.00% | |||
Subsequent Event [Member] | PIPE Subscription Agreements [Member] | Maximum [Member] | ||||
Subsequent Event [Line Items] | ||||
Convertible debt | $ 65,000,000 | |||
Subsequent Event [Member] | PIPE Subscription Agreements [Member] | Minimum [Member] | ||||
Subsequent Event [Line Items] | ||||
Convertible debt | $ 10,000,000 | |||
Subsequent Event [Member] | PIPE Subscription Agreements [Member] | PIPE Warrants [Member] | ||||
Subsequent Event [Line Items] | ||||
Class of warrant or right outstanding | 1.5 | |||
SWAG Class A common stock [Member] | Subsequent Event [Member] | PIPE Subscription Agreements [Member] | ||||
Subsequent Event [Line Items] | ||||
Debt instrument conversion price per warrant | $ 0.0001 |