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