Nogin (NOGN) S-1 14 Feb 23 IPO registration Financial data

Cover Page

Cover Page	9 Months Ended
	Sep. 30, 2022
Document Information [Line Items]
Document Type	S-1
Amendment Flag	false
Entity Registrant Name	Nogin, Inc.
Entity Central Index Key	0001841800
Entity Filer Category	Non-accelerated Filer
Entity Small Business	true
Entity Emerging Growth Company	true
Entity Ex Transition Period	false

Unaudited Condensed Consolidate

Unaudited Condensed Consolidated Balance Sheets - USD ($) $ in Thousands	Sep. 30, 2022	Dec. 31, 2021	Dec. 31, 2020
Current assets:
Cash	$ 15,827	$ 1,071
Accounts receivable, net	1,631	1,977
Related party receivables	8,477	5,356
Inventory	12,520	22,777
Prepaid expenses and other current assets	4,625	2,915
Total Current Assets	43,080	34,096
Restricted cash	1,500	3,500
Property and equipment, net	3,080	1,789
Intangible assets, net	939	1,112
Investment in unconsolidated affiliates	11,675	13,570
Other non-current asset	666	664
Total assets	60,940	54,731
Liabilities Current Abstract
Accounts payable	17,200	16,098
Due to Clients	3,534	5,151
Related party payables	229	0
Accrued expenses and other liabilities	16,335	14,018
Total Current Liabilities	37,298	35,267
Line of credit	0	348
Long-term note payable, net	0	19,249
Convertible notes	74,486	0
Deferred tax liabilities	1,308	1,174
Other long-term liabilities	17,988	734
Total Liabilities	131,080	56,772
Commitments and Contingencies
Stockholders Equity Abstract
Common stock	7	4
Additional paid-in capital	9,233	4,358
Treasury stock	0	(1,330)
Accumulated deficit	(79,380)	(16,262)
Total Stockholders' Deficit	(70,140)	(13,230)	$ (13,218)
Total liabilities, convertible redeemable preferred stock and stockholders' deficit	60,940	54,731
Nogin Inc [Member]
Current assets:
Cash		1,071	16,168
Accounts receivable, net		1,977	4,027
Related party receivables		5,356
Inventory		22,777	137
Prepaid expenses and other current assets		2,915	1,024
Total Current Assets		34,096	21,356
Restricted cash		3,500
Property and equipment, net		1,789	1,656
Intangible assets, net		1,112	412
Investment in unconsolidated affiliates		13,570
Other non-current asset		664	417
Total assets		54,731	23,841
Liabilities Current Abstract
Accounts payable		16,098	6,318
Accrued expenses and other liabilities		14,018	3,764
Total Current Liabilities		35,267	23,430
Due to clients		5,151	13,348
Paycheck Protection Program loan payable			2,266
Line of credit		348
Long-term note payable, net		19,249
Deferred tax liabilities		1,174
Other long-term liabilities		734	174
Total Liabilities		56,772	25,870
Commitments and Contingencies
Stockholders Equity Abstract
Common stock		4	4
Additional paid-in capital		4,358	4,305
Treasury stock		(1,330)	(1,330)
Accumulated deficit		(16,262)	(16,197)
Total Stockholders' Deficit		(13,230)	(13,218)
Total liabilities, convertible redeemable preferred stock and stockholders' deficit		54,731	23,841
Class A Redeemable Convertible Preferred Stock [Member]
CONVERTIBLE REDEEMABLE PREFERRED STOCK
Convertible, redeemable preferred stock	0	4,687
Class A Redeemable Convertible Preferred Stock [Member] | Nogin Inc [Member]
CONVERTIBLE REDEEMABLE PREFERRED STOCK
Convertible, redeemable preferred stock		4,687	4,687
Class B Redeemable Convertible Preferred Stock [Member]
CONVERTIBLE REDEEMABLE PREFERRED STOCK
Convertible, redeemable preferred stock	$ 0	6,502
Class B Redeemable Convertible Preferred Stock [Member] | Nogin Inc [Member]
CONVERTIBLE REDEEMABLE PREFERRED STOCK
Convertible, redeemable preferred stock		$ 6,502	$ 6,502

Unaudited Condensed Consolida_2

Unaudited Condensed Consolidated Balance Sheets (Parenthetical) - $ / shares	Dec. 31, 2021	Dec. 31, 2020
Common stock par value	$ 0.0001
Common stock shares authorized	60,760,816
Common stock shares issued	39,621,946
Common stock shares outstanding	39,621,946
Nogin Inc [Member]
Common stock par value	$ 0.0001	$ 0.0001
Common stock shares authorized	60,760,816	60,760,816
Common stock shares issued	39,621,946	39,621,946
Common stock shares outstanding	39,621,946	39,621,946
Class A Redeemable Convertible Preferred Stock [Member]
Temporary equity par or stated value per share	$ 0.0001
Temporary equity shares authorized	8,864,495
Temporary equity, shares issued	8,864,495
Temporary equity, shares outstanding	8,864,495
Class A Redeemable Convertible Preferred Stock [Member] | Nogin Inc [Member]
Temporary equity par or stated value per share	$ 0.0001	$ 0.0001
Temporary equity shares authorized	8,864,495	8,864,495
Temporary equity, shares issued	8,864,495	8,864,495
Temporary equity, shares outstanding	8,864,495	8,864,495
Class B Redeemable Convertible Preferred Stock [Member]
Temporary equity par or stated value per share	$ 0.0001
Temporary equity shares authorized	6,944,093
Temporary equity, shares issued	6,334,150
Temporary equity, shares outstanding	6,334,150
Class B Redeemable Convertible Preferred Stock [Member] | Nogin Inc [Member]
Temporary equity par or stated value per share	$ 0.0001	$ 0.0001
Temporary equity shares authorized	6,944,093	6,944,093
Temporary equity, shares issued	6,334,150	6,334,150
Temporary equity, shares outstanding	6,334,150	6,334,150

Unaudited Condensed Consolida_3

Unaudited Condensed Consolidated Statements of Operations - USD ($)		3 Months Ended		9 Months Ended		12 Months Ended
		Sep. 30, 2022	Sep. 30, 2021	Sep. 30, 2022	Sep. 30, 2021	Dec. 31, 2021	Dec. 31, 2020	Dec. 31, 2019
Total net revenue		$ 20,974,000	$ 26,947,000	$ 66,522,000	$ 55,221,000
Costs And Expenses Abstract
Sales and marketing		925,000	528,000	2,111,000	1,205,000
Research and development		1,400,000	1,609,000	4,227,000	4,033,000
General and administrative		15,969,000	15,658,000	46,332,000	30,300,000
Depreciation and amortization		194,000	144,000	614,000	384,000
Total operating costs and expenses		32,748,000	29,238,000	94,143,000	60,600,000
Operating loss		(11,774,000)	(2,291,000)	(27,621,000)	(5,379,000)
Interest expense		(2,568,000)	(254,000)	(4,685,000)	(374,000)
Change in fair value of promissory notes		(1,995,000)	0	(4,561,000)	0
Change in fair value of unconsolidated affiliate		87,000	0	(1,895,000)	4,937,000
Change in fair value of derivative instruments		64,000	0	64,000	0
Change in fair value of convertible notes		(9,182,000)	0	(9,182,000)	0
Debt Extinguishment loss		(1,885,000)	0	(1,885,000)	0
Other (loss) income, net		(1,574,000)	2,660,000	87,000	2,972,000
(Loss) Income before income taxes		(28,827,000)	115,000	(49,678,000)	2,156,000
Provision for income taxes		69,000	366,000	134,000	82,000
Net (loss) income		$ (28,896,000)	$ (251,000)	$ (49,812,000)	$ 2,074,000
Net (loss) income per share attributable to common stock-basic		$ (0.58)	$ (0.01)	$ (1.16)	$ 0.04
Net (loss) income per share attributable to common stock-diluted		$ (0.58)	$ (0.01)	$ (1.16)	$ 0.04
Weighted average shares outstanding - basic		49,921,209	39,621,946	43,092,760	39,621,946
Weighted average shares outstanding - diluted		49,921,209	39,621,946	43,092,760	40,896,279
Service [Member]
Total net revenue		$ 10,013,000	$ 9,071,000	$ 27,800,000	$ 31,242,000
Costs And Expenses Abstract
Cost of revenue	[1]	6,304,000	5,250,000	17,496,000	16,721,000
Product [Member]
Total net revenue		8,645,000	15,224,000	29,401,000	19,739,000
Costs And Expenses Abstract
Cost of revenue	[1]	7,956,000	6,049,000	23,363,000	7,957,000
Related Parties [Member]
Total net revenue		$ 2,316,000	$ 2,652,000	$ 9,321,000	$ 4,240,000
Nogin Inc [Member]
Net service revenue from related parties						$ 8,136,000
Total net revenue						101,348,000	$ 45,517,000	$ 40,954,000
Costs And Expenses Abstract
Sales and marketing						1,772,000	1,094,000	1,433,000
Research and development						5,361,000	4,289,000	5,021,000
General and administrative						55,369,000	23,865,000	23,387,000
Depreciation and amortization						520,000	415,000	207,000
Total operating costs and expenses						107,627,000	47,660,000	43,245,000
Operating loss						(6,279,000)	(2,143,000)	(2,291,000)
Interest expense						(926)	(225)	(164)
Change in fair value of unconsolidated affiliate						4,937,000
Debt Extinguishment loss						2,266,000
Other income, net						3,378,000	1,418,000	2,480,000
(Loss) Income before income taxes						1,110,000	(950,000)	25,000
Provision for income taxes						1,175,000	190,000	25,000
Net (loss) income						$ (65,000)	$ (1,140,000)	$ 0
Net (loss) income per share attributable to common stock-basic						$ 0	$ (0.03)	$ 0
Net (loss) income per share attributable to common stock-diluted						$ 0	$ (0.03)	$ 0
Weighted average shares outstanding - basic						39,621,946	39,621,946	39,621,946
Weighted average shares outstanding - diluted						39,621,946	39,621,946	39,621,946
Nogin Inc [Member] | Service [Member]
Net revenue						$ 41,866,000	$ 45,517,000	$ 40,954,000
Costs And Expenses Abstract
Cost of revenue	[2]					24,174,000	$ 17,997,000	$ 13,197,000
Nogin Inc [Member] | Product [Member]
Net revenue						51,346,000
Total net revenue						51,346,000
Costs And Expenses Abstract
Cost of revenue	[2]					$ 20,431,000
[1]Exclusive of depreciation and amortization shown separately.[2]Exclusive of depreciation and amortization shown separately.

Unaudited Condensed Consolida_4

Unaudited Condensed Consolidated Statements of Convertible Redeemable Preferred Stock and Stockholders' Deficit - USD ($) $ in Thousands		Total	Nogin Inc [Member]	Cumulative Effect, Period of Adoption, Adjusted Balance [Member]	Common Stock [Member]	Common Stock [Member] Nogin Inc [Member]	Common Stock [Member] Cumulative Effect, Period of Adoption, Adjusted Balance [Member]	Additional Paid-in Capital [Member]	Additional Paid-in Capital [Member] Nogin Inc [Member]	Additional Paid-in Capital [Member] Cumulative Effect, Period of Adoption, Adjusted Balance [Member]	Treasury Stock [Member]	Treasury Stock [Member] Nogin Inc [Member]	Treasury Stock [Member] Cumulative Effect, Period of Adoption, Adjusted Balance [Member]	Accumulated Deficit [Member]	Accumulated Deficit [Member] Nogin Inc [Member]	Accumulated Deficit [Member] Cumulative Effect, Period of Adoption, Adjusted Balance [Member]	Class A Redeemable Convertible Preferred Stock [Member] Convertible Redeemable Preferred Stock [Member]	Class A Redeemable Convertible Preferred Stock [Member] Convertible Redeemable Preferred Stock [Member] Nogin Inc [Member]	Class B Redeemable Convertible Preferred Stock [Member] Convertible Redeemable Preferred Stock [Member]	Class B Redeemable Convertible Preferred Stock [Member] Convertible Redeemable Preferred Stock [Member] Nogin Inc [Member]
Beginning Balance at Dec. 31, 2018			$ (12,158)			$ 1			$ 4,282			$ (1,280)			$ (15,161)			$ 4,687		$ 6,502
Beginning Balance, Shares at Dec. 31, 2018						9,152,060												2,042,483		1,459,462
Beginning Balance, as adjusted, shares at Dec. 31, 2018						39,720,474												8,864,495		6,334,150
Stockholders' Equity, Including Portion Attributable to Noncontrolling Interest, Beginning Balance at Dec. 31, 2018			(12,158)			$ 4			4,279			(1,280)			(15,161)
Beginning Balance, as adjusted at Dec. 31, 2018																		$ 4,687		$ 6,502
Retroactive application of reverse recapitalization, shares						30,568,414												6,822,012		4,874,688
Retroactive application of reverse recapitalization						$ 3			(3)
Net income (loss)			0
Repurchase of common stock			(50)						(104)			(50)			104
Repurchase of common stock, Shares						(98,528)
Ending Balance, as adjusted, shares at Dec. 31, 2019						39,621,946												8,864,495		6,334,150
Stockholders' Equity, Including Portion Attributable to Noncontrolling Interest, Beginning Balance at Dec. 31, 2019			(12,208)			$ 4			4,175			(1,330)			(15,057)
Beginning Balance, as adjusted at Dec. 31, 2019																		$ 4,687		$ 6,502
Stock-based compensation			130						130
Net income (loss)			(1,140)												(1,140)
Ending Balance at Dec. 31, 2020		$ (13,218)	(13,218)		$ 1			$ 4,308			$ (1,330)			$ (16,197)			$ 4,687		$ 6,502
Ending Balance, Shares at Dec. 31, 2020					9,129,358												2,042,483		1,459,462
Ending Balance, as adjusted, shares at Dec. 31, 2020					39,621,946	39,621,946											8,864,495	8,864,495	6,334,150	6,334,150
Stockholders' Equity, Including Portion Attributable to Noncontrolling Interest, Beginning Balance at Dec. 31, 2020			(13,218)	$ (13,218)		$ 4	$ 4		4,305	$ 4,305		(1,330)	$ (1,330)		(16,197)	$ (16,197)
Beginning Balance, as adjusted at Dec. 31, 2020																	$ 4,687	$ 4,687	$ 6,502	$ 6,502
Retroactive application of reverse recapitalization, shares					30,492,588												6,822,012		4,874,688
Retroactive application of reverse recapitalization					$ 3			(3)
Net income (loss)		(1,494)												(1,494)
Ending Balance at Mar. 31, 2021		(14,712)			$ 4			4,305			(1,330)			(17,691)			$ 4,687		$ 6,502
Ending Balance, Shares at Mar. 31, 2021					39,621,946												8,864,495		6,334,150
Beginning Balance at Dec. 31, 2020		(13,218)	(13,218)		$ 1			4,308			(1,330)			(16,197)			$ 4,687		$ 6,502
Beginning Balance, Shares at Dec. 31, 2020					9,129,358												2,042,483		1,459,462
Beginning Balance, as adjusted, shares at Dec. 31, 2020					39,621,946	39,621,946											8,864,495	8,864,495	6,334,150	6,334,150
Stockholders' Equity, Including Portion Attributable to Noncontrolling Interest, Beginning Balance at Dec. 31, 2020			(13,218)	(13,218)		$ 4	4		4,305	4,305		(1,330)	(1,330)		(16,197)	(16,197)
Beginning Balance, as adjusted at Dec. 31, 2020																	$ 4,687	$ 4,687	$ 6,502	$ 6,502
Net income (loss)		2,074
Ending Balance at Sep. 30, 2021		(11,096)			$ 4			4,353			(1,330)			(14,123)			$ 4,687		$ 6,502
Ending Balance, Shares at Sep. 30, 2021					39,621,946												8,864,495		6,334,150
Beginning Balance at Dec. 31, 2020		(13,218)	(13,218)		$ 1			4,308			(1,330)			(16,197)			$ 4,687		$ 6,502
Beginning Balance, Shares at Dec. 31, 2020					9,129,358												2,042,483		1,459,462
Beginning Balance, as adjusted, shares at Dec. 31, 2020					39,621,946	39,621,946											8,864,495	8,864,495	6,334,150	6,334,150
Stockholders' Equity, Including Portion Attributable to Noncontrolling Interest, Beginning Balance at Dec. 31, 2020			(13,218)	(13,218)		$ 4	4		4,305	4,305		(1,330)	(1,330)		(16,197)	(16,197)
Beginning Balance, as adjusted at Dec. 31, 2020																	$ 4,687	$ 4,687	$ 6,502	$ 6,502
Stock-based compensation			53						53
Net income (loss)			(65)												(65)
Ending Balance at Dec. 31, 2021		(13,230)	(13,230)		$ 1			4,361			(1,330)			(16,262)			$ 4,687		$ 6,502
Ending Balance, Shares at Dec. 31, 2021					9,129,358												2,042,483		1,459,462
Ending Balance, as adjusted, shares at Dec. 31, 2021					39,621,946	39,621,946											8,864,495	8,864,495	6,334,150	6,334,150
Stockholders' Equity, Including Portion Attributable to Noncontrolling Interest, Beginning Balance at Dec. 31, 2021			(13,230)	(13,230)		$ 4	4		4,358	4,358		(1,330)	(1,330)		(16,262)	(16,262)
Beginning Balance, as adjusted at Dec. 31, 2021																	$ 4,687	$ 4,687	$ 6,502	$ 6,502
Beginning Balance at Mar. 31, 2021		(14,712)			$ 4			4,305			(1,330)			(17,691)			$ 4,687		$ 6,502
Beginning Balance, Shares at Mar. 31, 2021					39,621,946												8,864,495		6,334,150
Stock-based compensation		32						32
Net income (loss)		3,819												3,819
Ending Balance at Jun. 30, 2021		(10,861)			$ 4			4,337			(1,330)			(13,872)			$ 4,687		$ 6,502
Ending Balance, Shares at Jun. 30, 2021					39,621,946												8,864,495		6,334,150
Stock-based compensation		16						16
Net income (loss)		(251)												(251)
Ending Balance at Sep. 30, 2021		(11,096)			$ 4			4,353			(1,330)			(14,123)			$ 4,687		$ 6,502
Ending Balance, Shares at Sep. 30, 2021					39,621,946												8,864,495		6,334,150
Beginning Balance at Dec. 31, 2021		(13,230)	(13,230)		$ 1			4,361			(1,330)			(16,262)			$ 4,687		$ 6,502
Beginning Balance, Shares at Dec. 31, 2021					9,129,358												2,042,483		1,459,462
Retroactive application of reverse recapitalization, shares	[1]				30,492,588												6,822,012		4,874,688
Retroactive application of reverse recapitalization	[1]				$ 3			(3)
Stock-based compensation		58						58
Net income (loss)		(9,942)												(9,942)
Ending Balance at Mar. 31, 2022		(23,114)			$ 4			4,416			(1,330)			(26,204)			$ 4,687		$ 6,502
Ending Balance, Shares at Mar. 31, 2022					39,621,946												8,864,495		6,334,150
Beginning Balance at Dec. 31, 2021		(13,230)	(13,230)		$ 1			4,361			(1,330)			(16,262)			$ 4,687		$ 6,502
Beginning Balance, Shares at Dec. 31, 2021					9,129,358												2,042,483		1,459,462
Beginning Balance, as adjusted, shares at Dec. 31, 2021					39,621,946	39,621,946											8,864,495	8,864,495	6,334,150	6,334,150
Stockholders' Equity, Including Portion Attributable to Noncontrolling Interest, Beginning Balance at Dec. 31, 2021			$ (13,230)	$ (13,230)		$ 4	$ 4		$ 4,358	$ 4,358		$ (1,330)	$ (1,330)		$ (16,262)	$ (16,262)
Beginning Balance, as adjusted at Dec. 31, 2021																	$ 4,687	$ 4,687	$ 6,502	$ 6,502
Net settlement of liability classified warrants into common stock		1,706
Net income (loss)		(49,812)
Ending Balance at Sep. 30, 2022		(70,140)			$ 7			9,233						(79,380)
Ending Balance, Shares at Sep. 30, 2022					66,694,295
Beginning Balance at Mar. 31, 2022		(23,114)			$ 4			4,416			(1,330)			(26,204)			$ 4,687		$ 6,502
Beginning Balance, Shares at Mar. 31, 2022					39,621,946												8,864,495		6,334,150
Stock-based compensation		25						25
Warrant issuance		713						713
Net income (loss)		(10,973)												(10,973)
Ending Balance at Jun. 30, 2022		(33,349)			$ 4			5,154			(1,330)			(37,177)			$ 4,687		$ 6,502
Ending Balance, Shares at Jun. 30, 2022					39,621,946												8,864,495		6,334,150
Stock-based compensation		17						17
Net settlement of liability classified warrants into common stock, shares					202,680
Net settlement of liability classified warrants into common stock		1,706						1,706
Net settlement of equity classified warrants into common stock, shares					559,051
Exercise of stock options		84						84
Exercise of stock options, shares					199,147
Conversion of redeemable convertible preferred stock to common shares and cancellation of treasury shares, shares					15,198,645												(8,864,495)		(6,334,150)
Conversion of redeemable convertible preferred stock to common shares and cancellation of treasury shares		11,189			$ 2			9,857			$ 1,330						$ (4,687)		$ (6,502)
Reverse capitalization, net of transaction costs, shares					10,864,076
Reverse capitalization, net of transaction costs		(21,745)			$ 1			(8,439)						(13,307)
Equity classified warrants issued with PIPE convertible notes		366						366
Common stock issued to settle PIPE convertible note issuance costs, shares					48,750
Common stock issued to settle PIPE convertible note issuance costs		488						488
Net income (loss)		(28,896)												(28,896)
Ending Balance at Sep. 30, 2022		$ (70,140)			$ 7			$ 9,233						$ (79,380)
Ending Balance, Shares at Sep. 30, 2022					66,694,295
[1]As part of the Business Combination (as disclosed in Note 1), all share information has been retrospectively adjusted using the exchange ratio stipulated by the Merger Agreement.

Unaudited Condensed Consolida_5

Unaudited Condensed Consolidated Statements of Cash Flows - USD ($) $ in Thousands	3 Months Ended		9 Months Ended		12 Months Ended
	Sep. 30, 2022	Sep. 30, 2021	Sep. 30, 2022	Sep. 30, 2021	Dec. 31, 2021	Dec. 31, 2020	Dec. 31, 2019
Cash Flows from Operating Activities:
Net loss	$ (28,896)	$ (251)	$ (49,812)	$ 2,074
Adjustments To Reconcile Net Income Loss To Cash Provided By Used In Operating Activities Abstract
Depreciation and amortization	194	144	614	384
Amortization of debt issuance costs and discounts			2,154	42
Debt Issuance Costs Expensed Under Fair Value Option			2,034	0
Amortization of contract acquisition costs			0	362
Stock-based compensation			100	48
Deferred income taxes			134
Change in fair value of unconsolidated affiliate			1,895	(4,937)
Change in fair value of warrant liability			717	0
Fair value adjustment on promissory notes			4,561	0
Change in fair value of convertible notes			9,182	0
Change in fair value of derivatives			(64)	0
Loss on extinguishment of debt	1,885	0	1,885	0
Settlement of deferred revenue			(1,611)	0
Gain on extinguishment of PPP loan			0	(2,266)
Other			(321)	74
Increase Decrease In Operating Capital Abstract
Accounts receivable			346	1,605
Related party receivables			(3,120)	(4,587)
Inventory			10,257	(17,935)
Prepaid expenses and other current assets			(4,037)	(1,130)
Accounts payable			1,875	10,933
Due to clients			(1,617)	(9,204)
Related party payables			229	0
Accrued expenses and other liabilities			(688)	1,932
Net cash used in operating activities			(25,287)	(22,605)
Net Cash Provided By Used In Investing Activities Abstract
Purchases of property and equipment			(1,744)	(558)
Investment in unconsolidated affiliate			0	(1,500)
Net cash used in investing activities			(1,744)	(2,058)
Cash Flows from Financing Activities:
Exercise of stock options			84	0
Proceeds from Business Combination, Net of Issuance Costs			1,375	0
Proceeds from long-term notes payable			0	10,000
Payment of long-term notes payable			(20,950)	0
Proceeds from promissory notes			8,000	0
Proceeds from promissory note – related party			2,175	0
Repayment of promissory note – related party			(12,033)	0
Payment of promissory notes - related parties			(3,130)	0
Payment of debt issuance costs			(397)	(125)
Proceeds from sale of Private Placements Warrants			65,500	0
Prepayment and other fees paid upon early settlement of debt			(489)	0
Proceeds from line of credit			114,981	121,251
Repayments of line of credit			(115,329)	(116,251)
Net cash provided by financing activities			39,787	14,875
NET (DECREASE) INCREASE IN CASH AND RESTRICTED CASH			12,756	(9,788)
Beginning of period			4,571	16,168	$ 16,168
End of period	17,327	6,380	17,327	6,380	4,571	$ 16,168
SUPPLEMENTAL CASH FLOW INFORMATION
Cash paid for interest			2,231	49
Cash paid for taxes			210	0
Non Cash Investing and Financing Activities
Issuance of common stock to settle transaction and advisory costs			3,588	0
Deferred transaction and advisory fees			10,979	0
Cash election consideration payable at closing of Business Combination			9,198	0
Conversion of redeemable convertible preferred stock into common stock			11,189	0
Net settlement of liability classified warrants			1,706	0
SCHEDULE OF CASH AND RESTRICTED CASH
Cash	15,827	4,380	15,827	4,380
Restricted cash	1,500	2,000	1,500	2,000
Total cash and restricted cash	$ 17,327	$ 6,380	17,327	6,380	4,571	16,168
Nogin, Inc.
Cash Flows from Operating Activities:
Net loss					(65)	(1,140)	$ 0
Adjustments To Reconcile Net Income Loss To Cash Provided By Used In Operating Activities Abstract
Depreciation and amortization					520	415	207
Amortization of debt issuance costs and discounts					137
Amortization of contract acquisition costs					361	667	623
Stock-based compensation					53	130
Deferred income taxes			134	82	1,174	0	0
Change in fair value of unconsolidated affiliate					(4,937)
Change in fair value of warrant liability					(177)
Loss on extinguishment of debt					(2,266)
Increase Decrease In Operating Capital Abstract
Accounts receivable					2,050	(1,533)	(648)
Related party receivables					(5,356)
Inventory					(22,641)
Prepaid expenses and other current assets					(1,891)	(194)	(550)
Accounts payable					9,780	1,508	2,912
Accrued expenses and other liabilities					10,255	1,211	(925)
Other non-current assets					(247)	11	(187)
Due to clients					(8,197)	504	8,002
Loss on disposal of assets					74
Net cash used in operating activities					(21,373)	1,579	9,434
Net Cash Provided By Used In Investing Activities Abstract
Purchases of property and equipment					(686)	(1,578)	(124)
Purchases of software					(1,103)		(38)
Investment in unconsolidated affiliate					(8,633)
Net cash used in investing activities					(10,422)	(1,578)	(162)
Cash Flows from Financing Activities:
Proceeds from loan payable					20,000	2,266
Payment of debt issuance costs					(150)		75,848
Proceeds from line of credit					173,896	115,814	(75,848)
Repayments of line of credit					(173,548)	(115,814)	(50)
Net cash provided by financing activities					20,198	2,266	(50)
NET (DECREASE) INCREASE IN CASH AND RESTRICTED CASH					(11,597)	2,267	9,222
Beginning of period			$ 4,571	$ 16,168	16,168	13,901	4,679
End of period					4,571	16,168	13,901
SUPPLEMENTAL CASH FLOW INFORMATION
Cash paid for interest					444	225	164
Cash paid for taxes					195	9	24
Issuance of warrants with debt					738
SCHEDULE OF CASH AND RESTRICTED CASH
Total cash and restricted cash					$ 4,571	$ 16,168	$ 13,901

DESCRIPTION OF BUSINESS

DESCRIPTION OF BUSINESS	9 Months Ended	12 Months Ended
	Sep. 30, 2022	Dec. 31, 2021
DESCRIPTION OF BUSINESS	1. DESCRIPTION OF BUSINESS Nogin (the “Company”) is an e-commerce, Commerce-as-a-Service front-to-back-end e-commerce The Company’s headquarters and principal place of business are in Tustin, California. Business Combination On August 26, 2022 (the “Closing Date”), the Company completed its previously announced Business Combination pursuant to the Agreement and Plan of Merger (the “Merger Agreement”), dated as of February 14, 2022 (as amended on April 19, 2022 and August 26, 2022), by and among the Company (formerly known as Software Acquisition Group Inc. III (“SWAG”)), Nuevo Merger Sub, Inc., a wholly owned subsidiary of SWAG (“Merger Sub”), and Branded Online, Inc. dba Nogin (“Legacy Nogin”). Pursuant to the Merger Agreement, Merger Sub was merged with and into Legacy Nogin, with Legacy Nogin surviving the Business Combination as a wholly owned subsidiary of the Company (the “Business Combination” and, together with the other transactions contemplated by the Merger Agreement, the “Transactions”). While Legacy Nogin became a wholly-owned subsidiary of the Company, Legacy Nogin was deemed to be the acquirer in the Business Combination for accounting purposes. Accordingly, the Business Combination was accounted for as a reverse recapitalization, in which case the condensed consolidated financial statements of the Company represent a continuation of Legacy Nogin and the issuance of common stock and cash consideration in exchange for the net assets of SWAG recognized at historical costs and no recognition of goodwill or other intangible assets. Operations prior to the Business Combination are those of Legacy Nogin and all share and per-share As a result of the Business Combination, equityholders of Legacy Nogin received approximately 54.3 million shares of the Company’s common stock (“Common Stock”) and cash consideration of $15.0 million, of which $10.9 million was deferred on the Closing Date (Note 9). The treatment of the Business Combination as a reverse recapitalization was based on the stockholders of Legacy Nogin holding the majority of voting interests of the Company, Legacy Nogin’s existing management team serving primarily as the initial management team of the Company, Legacy Nogin’s appointment of the majority of the initial board of directors of the Company and Legacy Nogin’s operations comprising the ongoing operations of the Company. In connection with the Business Combination, the Company received proceeds of approximately $58.8 million from SWAG’s trust account, net of redemptions by SWAG’s public shareholders, as well as approximately $65.5 million in proceeds from the contemporaneous issuance of convertible notes (the “Convertible Notes”). The aggregate cash raised has been and will be used for general business purposes, the paydown of Legacy Nogin’s outstanding debt, the payment of transaction costs and the payment of the cash consideration. The following table reconciles the elements of the Business Combination to the condensed consolidated statements of cash flows and the condensed consolidated statements of convertible redeemable preferred stock and stockholders’ deficit for the nine months ended September 30, 2022: Recapitalization Cash—SWAG trust and cash, net of redemptions 58,841 Cash—PIPE equity financing 1,052 Less: Transaction and advisory fees paid in cash (54,409 ) Less: Cash election consideration paid in cash at the Closing Date (4,109 ) Net proceeds from Business Combination 1,375 Plus: Issuance of common stock to settle certain transaction costs 3,588 Less: non-cash paid-in (17,510 ) Less: Deferred cash election consideration (Note 9) (9,198 ) Net contributions from Business Combination and PIPE equity financing (21,745 ) The number of shares of Common Stock outstanding immediately following the consummation of the Business Combination was as follows: Number of Shares SWAG Common Stock, outstanding prior to the Business Combination 28,509,835 Less: Redemption of SWAG shares (17,021,595 ) SWAG Common Stock 11,488,240 Shares issued in PIPE equity financing 517,079 Shares issued to financial advisors to settle transaction and issuance costs 407,500 Business Combination and PIPE equity financing shares 12,412,819 Nogin shares 54,281,476 Total shares of common stock immediately after Business Combination 66,694,295	1. OVERVIEW Nogin (the “Company”) is an e-commerce, Commerce-as-a-Service front-to-back-end e-commerce The Company’s headquarters and principal place of business are in Tustin, California. Business Combination On August 26, 2022 (the “Closing Date”), the Company completed its previously announced business combination pursuant to the Agreement and Plan of Merger (the “Merger Agreement”), dated as of February 14, 2022 (as amended on April 19, 2022 and August 26, 2022), by and among the Company (formerly known as Software Acquisition Group Inc. III (“SWAG”)), Nuevo Merger Sub, Inc., a wholly owned subsidiary of SWAG (“Merger Sub”), and Branded Online, Inc. dba Nogin (“Legacy Nogin”). Pursuant to the Merger Agreement, Merger Sub was merged with and into Legacy Nogin, with Legacy Nogin surviving the Business Combination as a wholly owned subsidiary of the Company (the “Business Combination” and, together with the other transactions contemplated by the Merger Agreement, the “Transactions”). While Legacy Nogin became a wholly-owned subsidiary of the Company, Legacy Nogin was deemed to be the acquirer in the Business Combination for accounting purposes. Accordingly, the Business Combination was accounted for as a reverse recapitalization, in which case the consolidated financial statements of the Company represent a continuation of Legacy Nogin and the issuance of common stock and cash consideration in exchange for the net assets of SWAG recognized at historical costs and no recognition of goodwill or other intangible assets. Operations prior to the Business Combination are those of Legacy Nogin and all share and per-share data included in these consolidated financial statements have been retroactively adjusted to give effect to the Business Combination. As a result of the Business Combination, equityholders of Legacy Nogin received approximately 54.3 million shares of the Company’s common stock (“Common Stock”) and cash consideration of $15.0 million, of which $10.9 million was deferred on the Closing Date. The treatment of the Business Combination as a reverse recapitalization was based on the stockholders of Legacy Nogin holding the majority of voting interests of the Company, Legacy Nogin’s existing management team serving primarily as the initial management team of the Company, Legacy Nogin’s appointment of the majority of the initial board of directors of the Company and Legacy Nogin’s operations comprising the ongoing operations of the Company. In connection with the Business Combination, the Company received proceeds of approximately $58.8 million from SWAG’s trust account, net of redemptions by SWAG’s public shareholders, as well as approximately $65.5 million in proceeds from the contemporaneous issuance of convertible notes (the “Convertible Notes”). The aggregate cash raised has been and will be used for general business purposes, the paydown of Legacy Nogin’s outstanding debt, the payment of transaction costs and the payment of the cash consideration.

SUMMARY OF SIGNIFICANT ACCOUNTI

SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES	9 Months Ended	12 Months Ended
	Sep. 30, 2022	Dec. 31, 2021
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES	2. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES Basis of Presentation The accompanying unaudited condensed 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 financial statements should be read in conjunction with the Company’s Consolidated Financial Statements for the year ended December 31, 2021, which are included in the Company’s registration statement on Form S-1 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. 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 Liquidity Our primary requirements for liquidity and capital are working capital, inventory management, capital expenditures, public company costs and general corporate needs. We expect these needs to continue as we develop and grow our business. Prior to the Business Combination, the Company’s available liquidity and operations were financed through equity contributions, line of credit, promissory notes and cash flow from operations. Subsequent to the Business Combination, the Company expects to fund operations through equity contributions and cash flow from operations. In the third quarter of 2022, the impacts from the Company’s inventory purchases, which began in 2021, were adversely affected by supply chain challenges which have led to lower revenue and cash flow from operating activities. To address the resulting cash flow challenges, the Company has implemented a comprehensive cost reduction and performance improvement program, including reduced headcount and elimination of certain discretionary and general and administrative expenses. As of September 30, 2022, we had cash and restricted cash of $15.8 million and $1.5 million, respectively, which consists of amounts held as bank deposits. The Company believes its existing cash and restricted cash, together with the cash we expect to generate from future operations, will be sufficient to support working capital and capital expenditure requirements for at least the next twelve months. The Company believes it has the ability to continue as a going concern. However, because we are in the growth stage of our business and operate in an emerging field of technology, we expect to continue to invest in research and development and expand our sales and marketing teams worldwide. We are likely to require additional capital to respond to technological advancements, competitive dynamics or technologies, customer demands, business opportunities, challenges, acquisitions or unforeseen circumstances and in either the short-term or long-term may determine to engage in equity or debt financings or enter into credit facilities for other reasons. If we are unable to obtain adequate financing or financing on terms satisfactory to us, when we require it, our ability to continue to grow or support our business and to respond to business challenges could be significantly limited. In particular, the widespread COVID-19 continue significant COVID-19 In March 2020, the World Health Organization declared the COVID-19 COVID-19, COVID-19 COVID-19 COVID-19 Use of Estimates The preparation of financial statements in conformity with U.S. GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities, and the reported amounts of revenue and expenses during the reporting period. The Company prepared these estimates based on the most current and best available information, but actual results could differ materially from these estimates and assumptions. Significant estimates and assumptions reflected in the financial statements include, but are not limited to, the allowance for credit losses and revenue recognition, including variable consideration for estimated reserves for returns and other allowances. Management bases its estimates on historical experience and on assumptions that it believes to be reasonable under the circumstances, the results of which form the basis for making judgements about the carrying value of assets and liabilities that are not readily apparent from other sources. Accounts Receivable The allowance for doubtful accounts was $425 thousand as of September 30, 2022 and $406 thousand as of December 31, 2021. Inventory Inventory Concentration of Risks Credit Risk Financial instruments that potentially subject the Company to significant concentrations of credit risk consist primarily of cash, restricted cash and accounts receivables. The Company maintains cash balances at financial institutions. Amounts on deposit at these institutions are secured by the Federal Deposit Insurance Corporation (“FDIC”). At various times, the Company has had bank deposits in excess of the FDIC’s insurance limit. The Company has not experienced any losses in its cash accounts to date. Management believes that the Company is not exposed to any significant credit risk with respect to its cash. The Company performs ongoing credit evaluations of its customers and generally does not require collateral. As of September 30, 2022, receivables from two customers amounted to $0.7 million (or 8% of accounts receivable) and $7.7 million (or 80% of accounts receivable). As of December 31, 2021, receivables from two customers amounted to $1.1 million (or 15% of accounts receivable) and $5.4 million (or 73% of accounts receivable). Revenue Recognition Revenue is accounted for using Financial Accounting Standards Board (“FASB”) Accounting Standards Codification (“ASC”) Topic 606, Revenue from Contracts with Customers. In accordance with ASC Topic 606, the Company recognizes revenue when control of the promised goods or services is transferred to the Company’s customers, in an amount that reflects the consideration it expects to be entitled to in exchange for those goods or services. The Company determines revenue recognition through the following steps: • Identification of a contract with a customer, • Identification of the performance obligations in the contract, • Determination of the transaction price, • Allocation of the transaction price to the performance obligations in the contract, and • Recognition of revenue when or as the performance obligations are satisfied. A performance obligation is a promise in a contract to transfer a distinct product. Performance obligations promised in a contract are identified based on the goods that will be transferred that are both capable of being distinct and are distinct in the context of the contract, whereby the transfer of the goods is separately identifiable from other promises in the contract. Performance obligations include establishing and maintaining customer online stores, providing access to the Company’s e-commerce The Company has concluded the sale of goods and related shipping and handling on behalf of our customers are accounted for as a single performance obligation, while the expenses incurred for actual shipping charges are included in cost of sales. The Company’s revenue is mainly commission fees derived from contractually committed gross revenue processed by customers on the Company’s e-commerce CaaS Revenue is recognized on a net basis from maintaining e-commerce Variable consideration is included in revenue for potential product returns. The Company uses an estimate to constrain revenue for the expected variable consideration at each period end. The Company reviews and updates its estimates and related accruals of variable consideration each period based on the terms of the agreements, historical experience, and expected levels of returns. Any uncertainties in the ultimate resolution of variable consideration due to factors outside of the Company’s influence are typically resolved within a short timeframe therefore not requiring any additional constraint on the variable consideration. The estimated reserve for returns is included on the balance sheet in accrued expenses with changes to the reserve in revenue on the accompanying statement of operations. The reserve for returns as of September 30, 2022 w as $0.7 million and as of December 31, 2021 was $1.8 million. Major Customers For the nine months ended September 30, 2022, revenue from three customers amounted to $21.3 million (or 32% of total revenue), $9.6 million (or 14% of total revenue), and $6.2 million (or 9% of total revenue). For the nine months ended September 30, 2021, revenue from three customer amounted to $14.1 million (or 25% of total revenue), $10.8 million (or 19% of total revenue), and $7.1 million (or 13% of total revenue). Major Suppliers For , , three vendors accounted for $ million (or % of total operating expense purchases), $ million (or % of total operating expense purchases) and $ million (or % of total operating expense purchases). For the nine months ended September , , three vendors accounted for $ million (or % of total operating expense purchases), $ million (or % of total operating expense purchases) and $ million (or % of total operating expense purchases). Warrants The Company accounts for warrants as either equity-classified or liability-classified instruments based on an assessment of the warrant’s specific terms and applicable authoritative guidance in FASB ASC 480 and ASC Topic 815, “Derivatives and Hedging” (“ASC 815”). The assessment considers whether the warrants are freestanding financial instruments pursuant to ASC 480, meet the definition of a liability pursuant to ASC 480, and whether the warrants meet all of the requirements for equity classification under ASC 815, including whether the warrants are indexed to the Company’s own shares of common stock, among other conditions for equity classification. This assessment, which requires the use of professional judgment, is conducted at the time of warrant issuance and as of each subsequent quarterly period end date while the warrants 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 Income Taxes The Company follows the asset and liability method of accounting for income taxes under ASC Topic 740, “Income Taxes” (ASC 740). Deferred tax assets and liabilities are recognized for the estimated future tax consequences attributable to differences between the financial statements 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 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 to be sustained upon examination by taxing authorities. The Company recognizes accrued interest and penalties related to unrecognized tax benefits as income tax expense. There were no unrecognized tax benefits and no amounts accrued for interest and penalties as of September 30, 2022. The Company is currently not aware of any issues under review that could result in significant payments, accruals or material deviation from its position. The Company is subject to income tax examinations by major taxing authorities since its inception. In most cases the Company acts as the merchant of record, resulting in a due to client liability (discussed below). However, in some instances, the Company may perform services without being the merchant of record in which case there is a receivable from the customer. Payment terms and conditions are generally consistent for customers, including credit terms to customers ranging from seven days to 60 days, and the Company’s contracts do not include any significant financing component. The Company performs credit evaluations of customers and evaluates the need for allowances for potential credit losses based on historical experience, as well as current and expected general economic conditions. Sales taxes collected from customers and remitted to governmental authorities are accounted for on a net basis and, therefore, are excluded from net revenue in the condensed consolidated statements of operations. Commerce as a Service As noted above, the Company’s main revenue stream is CaaS revenue in which it receives commission fees derived from contractually committed gross revenue processed by customers on the Company’s e-commerce e-commerce Product sales Under two licensee agreements, the Company is the owner of inventory and reseller of record. As a result, the Company is the principal in sales to end customers and records these revenues on a gross basis at a point in time. Fulfillment services Revenue for business-to-business Marketing services Revenue for marketing services is recognized on a gross basis as marketing services are complete. Performance obligations include providing marketing and program management such as procurement and implementation. Shipping services Revenue for shipping services is recognized on a gross basis as shipments are completed and products are shipped to end customers. Set up and implementation services The Company provides set up and implementation services for new clients. The revenue is recognized on a gross basis at the completion of the service, with the unearned amounts received for incomplete services recorded as deferred revenue, if any. Other services Revenue for other services such as photography, business to customer (“B2C”) fulfillment, customer service, development and web design are reimbursable costs and recognized on the gross basis, and are services rendered as part of the performance obligations to clients for which an online platform and online orders are managed. All reimbursable costs are the responsibility of the Company Cost of services Cost of services reflects costs directly related to providing services under the master service agreements with customers, which primarily includes service provider costs directly related to processing revenue transactions, marketing expenses and shipping and handling expenses which correspond to marketing and shipping revenues, as well as credit card merchant fees. Cost of services is exclusive of depreciation and amortization and general salaries and related expenses. Cost of product revenue Cost of product revenue reflects costs directly related to selling inventory acquired from select clients, which primarily includes product cost, warehousing costs, fulfillment costs, credit card merchant fees and third-party royalty costs. Cost of product revenue is exclusive of depreciation and amortization and general salaries and related expenses. Recent Accounting Pronouncements In February 2016, the FASB issued ASU 2016-02, right-of In June 2016, the FASB issued ASU 2016-13, 2018-19, 2016-13. In December 2019, the Financial Accounting Standards Board (“FASB”) issued Accounting Standards Update (“ASU”) 2019-12, step-up 2019-12 In August 2020, the Financial Accounting Standards Board (“FASB”) issued Accounting Standards Update (“ASU”) 2020-06 470-20) 815-40): The ASU also simplifies the diluted earnings per share (EPS) calculation in certain areas. ASU 2020-06 2020-06 Other recently issued accounting standards are not expected to have a material effect on the Company’s financial statements.
Nogin Inc [Member]
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES		2. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES Basis of Presentation and Principals of Consolidation The accompanying consolidated financial statements are presented in accordance with accounting principles generally accepted in the United States of America (“U.S. GAAP”) and pursuant to the rules and regulations of the Securities and Exchange Commission (“SEC”). The consolidated financial statements include the accounts of Nogin, Inc. (“Nogin” or “Company”) consolidated with the accounts of all its subsidiaries and affiliates in which Nogin holds controlling financial interests as of the financial statement date. Liquidity The Company’s financial statements have been prepared by management on the basis that the Company will continue as a going concern, which contemplates the realization of assets and satisfaction of liabilities in the normal course of business. As a result, these financial statements do not include any adjustments that might result from the outcome of going concern uncertainty. The Company has $ million available under its line of credit which matures on . Historically, the Company has financed its operations through issuances of equity securities, revenues from services, and borrowings under its credit agreements. The Company’s principal liquidity requirements are to meet working capital needs, make debt service payments, and fund capital expenditures. The Company’s management believes even with the impacts of the global novel coronavirus (“COVID-19”) COVID-19 In March 2020, the World Health Organization declared the COVID-19 COVID-19, COVID-19 COVID-19 COVID-19 Use of Estimates The preparation of financial statements in conformity with U.S. GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities, and the reported amounts of revenue and expenses during the reporting period. The Company prepared these estimates based on the most current and best available information, but actual results could differ materially from these estimates and assumptions. Significant estimates and assumptions reflected in the financial statements include, but are not limited to, the allowance for credit losses and revenue recognition, including variable consideration for estimated reserves for returns and other allowances. Management bases its estimates on historical experience and on assumptions that it believes to be reasonable under the circumstances, the results of which form the basis for marking judgements about the carrying value of assets and liabilities that are not readily apparent from other sources. Cash Cash consists of cash on hand and cash in bank deposits. Restricted Cash Restricted cash represents cash held as collateral for the Company’s purchases of certain inventory under one of the Company’s master services agreements. The collateral provides the Company with increased credit in order to purchase certain inventory. The funds can be released and available for use by the Company when it is determined the Company no longer needs the additional credit, and can subsequently request for the funds to be released. Accounts Receivable, Net Accounts receivable are recorded at the invoiced amount, do not bear interest, and primarily represent receivables from consumers and credit card receivables from merchant processors, after performance obligations have been fulfilled. The Company maintains an allowance for credit losses, as deemed necessary, for estimated losses inherent in its accounts receivable portfolio. In estimating this reserve, management considers historical losses adjusted to take into account current market conditions and customers’ financial condition, the amount of receivables in dispute, and the current receivables aging and current payment patterns. Account balances are charged off against the allowance after all means of collection have been exhausted and the potential for recovery is considered remote. The Company does not have any customers with off-balance-sheet The reserve for credit losses as of December 31, 2021 and 2020, consisted of the following (in thousands): As of December 31, 2021 2020 Balance at beginning of period $ 428 $ 379 Additions to allowance for credit losses 433 437 Cash receipts — — Write-offs (455 ) (388 ) Balance at end of period $ 406 $ 428 Inventory Inventory is stated at the lower of cost or net realizable value and consists entirely of finished goods purchased for resale. Cost is determined using the first-in, first-out T Concentration of Risks Credit Risk Financial instruments that potentially subject the Company to significant concentrations of credit risk consist primarily of cash and cash equivalents, restricted cash and equity method investments. The Company maintains cash balances at financial institutions. Amounts on deposit at these institutions are secured by the Federal Deposit Insurance Corporation (“FDIC”) insurance limit. At various times, the Company has had bank deposits in excess of the FDIC’s insurance limit. The Company has not experienced any losses in its cash accounts to date. Management believes that the Company is not exposed to any significant credit risk with respect to its cash. The Com pany performs ongoing credit evaluations of its customers and generally does not require collateral. As of December 31, 2021, receivables from two customers amounted to $1.1 million or 15% and $5.4 million or 73% of accounts receivable. As of December 31, 2020, receivables from two customers amounted to $1.4 million or 45% and $1 million or 30% of accounts receivable. Major Customers Fo r the year ended December 31, 2021 revenue from three customers amounted to $9.9 million or 10%, $22.2 million or 22%, and $30.4 million or 30% of total revenue. For the year ended December 31, 2020 revenue from three customer amounted to $6.0 million or 13%, $6.5 million or 14%, and $6.3 million or 14% of total revenue. Major Suppliers Fo r the year ended December 31, 2021, two vendors accounted for $9.5 million or 17% and $6.4 million or 12% of total purchases. For the year ended December 31, 2020, two vendors accounted for $4.5 million or 16% and $4.2 million or 15% of total purchases. Property and Equipment Property and equipment are recorded at cost and depreciated using the straight-line method over the estimated useful lives of the assets ranging from three to seven years. Maintenance and repairs are charged to expense as incurred. Renewals and improvements of a major nature that extend the life of the asset are capitalized. At the time of retirement or other disposition of property and equipment, the cost and accumulated depreciation or amortization are removed from the accounts and any resulting gains or losses are reflected in the accompanying statement of operations. Estimated Useful Life (Years) Furniture and fixtures 5 Computer equipment and software 3 to 7 Leasehold Improvement Lesser of economic useful life (typically 10 years) or original lease term The Company evaluates the carrying value of property and equipment for impairment whenever events or changes in circumstances indicate that the carrying amounts may not be recoverable. An asset is considered to be impaired when the forecasted undiscounted cash flows of an asset group are estimated to be less than its carrying value. The amount of impairment recognized is the difference between the carrying value of the asset group and its fair value. Fair value estimates are based on assumptions concerning the amount and timing of forecasted future cash flows. Indicators of impairment could include, among other factors, significant changes in the business environment, the planned closure of a facility, or deteriorations in operating cash flows. Considerable management judgment is necessary to evaluate the impact of operating changes and to estimate future cash flows. Capitalized Software Th e costs related to establishing the technological feasibility of software are expensed as incurred as a part of research and development in general and administrative expenses. Costs that are incurred after technological feasibility is established are capitalized and amortized to general and administrative expenses over the estimated economic life of on The technological feasibility of software is established when the fundamental framework of the platform is created. Consideration to capitalize software development costs before this point is limited to the development costs of the software for which technological feasibility can be proven at an earlier stage. At each balance sheet date, the Company performs reviews to ensure that unamortized capitalized software costs remain recoverable from estimated future profits of the related software products. Long-lived Assets The Company reviews long-lived assets with finite lives for impairment upon the occurrence of certain events or circumstances that indicate the related amounts may be impaired. Assets to be disposed of are reported at the lower of the carrying amount or fair value less cost to sell. The Company reviews long-lived assets to be held-and-used Investment in Unconsolidated Affiliates Investmen ts for which the Company can exercise significant influence but does not have control are accounted for under the equity method unless the Company elects the fair value option of accounting. The Company’s current investment in unconsolidated affiliates as of December 31, 2021 relates to the joint ventures, ModCloth Partners LLC (“ModCloth”) and IPCO Holdings, LLC (“IPCO”), both of which the Company owns 50% and has elected the fair value option of accounting. Changes in the fair value of the joint ventures, which are inclusive of equity in income, are recorded as changes in fair value of unconsolidated affiliates in the consolidated statements of operations during the periods such changes occur. The joint ventures were determined to be variable interest entities as the equity investment at risk is not sufficient to permit the joint ventures to finance its activities without additional subordinated financial support. The Revenue Recognition Revenue is accounted for using Financial Accounting Standards Board (“FASB”) Accounting Standards Codification (“ASC”) Topic 606, Revenue from Contracts with Customers. In accordance with ASC Topic 606, the Company recognizes revenue when control of the promised goods or services is transferred to the Company’s customers, in an amount that reflects the consideration it expects to be entitled to in exchange for those goods or services. The Company determines revenue recognition through the following steps: • Identification of a contract with a customer, • Identification of the performance obligations in the contract, • Determination of the transaction price, • Allocation of the transaction price to the performance obligations in the contract, and • Recognition of revenue when or as the performance obligations are satisfied. A performance obligation is a promise in a contract to transfer a distinct product. Performance obligations promised in a contract are identified based on the goods that will be transferred that are both capable of being distinct and are distinct in the context of the contract, whereby the transfer of the goods is separately identifiable from other promises in the contract. Performance obligations include establishing and maintaining customer online stores, providing access to the Company’s e-commerce The Company has concluded the sale of goods and related shipping and handling on behalf of our customers are accounted for as a single performance obligation, while the expenses incurred for actual shipping charges are included in cost of sales. The Company’s revenue is mainly commission fees derived from contractually committed gross revenue processed by customers on the Company’s e-commerce CaaS Revenue is recognized on a net basis from maintaining e-commerce Variable consideration is included in revenue for potential product returns. The Company uses an estimate to constrain revenue for the expected variable consideration at each period end. The Company reviews and updates its estimates and related accruals of variable consideration each period based on the terms of the agreements, historical experience, and expected levels of returns. Any uncertainties in the ultimate resolution of variable consideration due to factors outside of the Company’s influence are typically resolved within a short timeframe therefore not requiring any additional constraint on the variable consideration. The estimated reserve for returns is included on the balance sheet in accrued expenses with changes to the reserve in revenue on the accompanying statement of operations. The reserve for returns as of December 31, 2021 and 2020, consisted of the following (in thousands): As of December 31, 2021 2020 Balance at beginning of period $ 598 $ 350 Additions to the reserve 1,559 598 Deductions from the reserve (318 ) (350 ) Balance at end of period $ 1,839 $ 598 In most cases the Company acts as the merchant of record, resulting in a due to client liability (discussed below). However, in some instances, the Company may perform services without being the merchant of record in which case there is a receivable from the customer. Payme nt terms and conditions are generally consistent for customers, including credit terms to customers ranging from seven days to 60 days , and the Company’s contracts do not include any significant financing component. The Company performs credit evaluations of customers and evaluates the need for allowances for potential credit losses based on historical experience, as well as current and expected general economic conditions. Sales taxes collected from customers and remitted to gove rn ed f Commerce as a Service As noted above, the Company’s main revenue stream is “Commerce as a Service” revenue in which it receives commission fees derived from contractually committed gross revenue processed by customers on the Company’s e-commerce e-commerce Product sales Under one of the Company’s Master Services Agreements, the Company is the owner of inventory and reseller of record. As a result, the Company is the principal in sales to end customers and records these revenues on a gross basis at a point in time. Fulfillment services Revenue for business-to-business Marketing services Revenue for marketing services is recognized on a gross basis as marketing services are complete. Performance obligations include providing marketing and program management such as procurement and implementation. Shipping services Revenue for shipping services is recognized on a gross basis as shipments are completed and products are shipped to end customers. Set up and implementation services The Company provides set up and implementation services for new clients. The revenue is recognized on a gross basis at the completion of the service, with the unearned amounts received for incomplete services recorded as deferred revenue, if any. Other services Revenue for other services such as photography, business to customer (“B2C”) fulfillment, customer service, development and web design are reimbursable costs and recognized on the gross basis, and are services rendered as part of the performance obligations to clients for which an online platform and online orders are managed. All reimbursable costs are the responsibility of the Company as the Company uses such services to fulfill its performance obligations. Cost of services Cost of services reflects costs directly related to providing services under the master service agreements with customers, which primarily includes service provider costs directly related to processing revenue transactions, marketing expenses and shipping and handling expenses which correspond to marketing and shipping revenues, as well as credit card merchant fees. Cost of services is exclusive of depreciation and amortization and general salaries and related expenses. Cost of product revenue Cost of product revenue reflects costs directly related to selling inventory acquired from select clients, which primarily includes product cost, warehousing costs, fulfillment costs, credit card merchant fees and third-party royalty costs. Cost of product revenue is exclusive of depreciation and amortization and general salaries and related expenses. Due to Clients Due to clients consists of amounts payable to clients pertaining to the client’s last month pro rata share of revenue earned and collected by the Company, less any returns and any expenses incurred by the Company on behalf of the clients. In most cases, the Company acts as the merchant and seller of record and thus directly collects the funds from sales on the online store. As such, at the end of each month, there is an amount owed to the Company’s clients net of the Company’s fees, and expenses incurred on the client’s behalf. Income Taxes The Company is subject to federal and state corporate income taxes on its taxable income. The Company accounts for income taxes using the asset and liability method on a legal entity and jurisdictional basis, under which the Company recognizes the amount of taxes payable or refundable for the current year and deferred tax assets and liabilities for the future tax consequences of events that have been recognized in the Company’s financial statements or tax returns. The Company’s calculation relies on several factors, including pre-tax Deferred income tax assets and liabilities are adjusted for the effects of changes in tax laws and rates on the date of enactment. The major component comprising deferred income tax assets and liabilities is net operating loss. The guidance requires that the Company determine whether the benefits of tax positions are “more likely than not” of being sustained upon audit based on the technical merits of the tax position. For tax positions that are more likely than not of being sustained upon audit, the Company recognizes the largest amount of the benefit that is more likely than not of being sustained in the financial statements. For tax positions that are not more likely than not of being sustained upon audit, the Company does not recognize any portion of the benefit in the financial statements. Additionally, the interpretation provides guidance on derecognition, classification, interest and penalties, disclosures, and transition. As of December 31, 2021, 2020 and 2019, the Company had no accruals for potential losses related to uncertain tax positions. The Company is subject to routine audits by taxing jurisdictions. The Company’s tax returns are subject to examination by U.S. Federal, state and foreign taxing jurisdictions. The Company regularly assess the potential outcomes of these examinations and any future examinations for the current or prior years. The Company recognizes tax benefits from uncertain tax positions only if (based on the technical merits of the position) it is more likely than not that the tax positions will be sustained on examination by the tax authority. The Company adjusts these tax liabilities, including related interest and penalties, based on the current facts and circumstances. The Company reports tax-related r 31, and tax returns are currently under audit by the IRS. The Company does not believe any significant impacts will result from the audit. Deferred Rent Ren t expense is recorded on a straight-line basis over the lease term. The difference between cash payments for rent and the expense recorded is reported as deferred rent on the balance sheet. The balance as of December 31, 2021 and 2020 was $1.6 million and $0.3 million, respectively, and is included within accrued expenses and other liabilities. Fair Value Measurement The Company applies the provisions of Financial Accounting Standards Board (FASB) Accounting Standards Codification (ASC) 820, Fair Value Measurements and Disclosures The Company applies the provisions of ASC 820 to all financial assets and liabilities and non-financial The Company defines fair value is an exit price, representing the price that would be received to sell an asset or paid to transfer a liability in an orderly transaction between market participants at the measurement date. As such, fair value is a market-based measurement that should be determined based on assumptions that market participants would use in pricing an asset or liability. Fair value is estimated by applying the following hierarchy, which prioritizes the inputs used to measure fair value into three levels and bases the categorization within the hierarchy upon the lowest level of input that is available and significant to the fair value measurement: • Level 1 - • Level 2 - • Level 3 - In determining fair value, the Company utilized valuation techniques that maximize the use of observable inputs and minimize the use of unobservable inputs to the extent possible as well as considers counter party credit risk and nonperformance risk in its assessment of fair value. The carrying value of the Company’s short-term financial instruments, such as cash and cash equivalents, restricted cash, accounts receivable, notes payable, and accounts payable, approximate the fair value due to the immediate or short-term maturity of these instruments. The carrying value of the Company’s long-term debt approximates fair value as the interest rate on the Company’s secured credit facility and certain other debt has a variable component, which is reflective of the market. Stock Option Plan Under the Company’s 2013 Stock Incentive Plan, the Company may grant nonqualified stock options, restricted stock, and stock appreciation rights to employees, members of the board and service providers. The Company accounts for its employee stock-based compensation awards in accordance with Accounting Standards Codification (ASC) Topic 718, Compensation - Stock Compensation. For stock-based awards, the Company measures compensation cost at fair value on the date of grant and recognizes compensation expense on a straight-line basis over the requisite service period during which the awards are expected to vest. Awards with a graded vesting schedule are amortized over the requisite service period for the entire award. The Company estimates grant-date fair value of its stock options using the Black-Scholes option pricing model. Preferred Stock The Company’s preferred stock is comprised of Series A convertible redeemable preferred stock and Series B convertible redeemable preferred stock. The preferred stock is classified as mezzanine equity on the balance sheets because they are redeemable at the option of the Series A and Series B preferred stockholders. The preferred stock is recorded at fair value on the date of issuance and has been adjusted to the greater of their carrying value or redemption value as of December 31, 2021 and 2020. Reclassifications Ce rtain reclassifications have been made to the prior year’s consolidated balance sheets to conform to the December 31, 2021 presentation. The Company reclassified inventory of $137 thousand from prepaid expenses and other current assets to inventory as of December 31, 2020. Recent Accounting Pronouncements In February 2016, the FASB issued ASU 2016-02, right-of In June 2016, the FASB issued ASU 2016-13, expected credit losses on financial instruments and other commitments to extend credit held by a reporting entity at each reporting date. The amendments in this update replace the existing guidance of incurred loss impairment methodology with an approach that reflects expected credit losses and requires consideration of a broader range of reasonable and supportable information to inform credit loss estimates. In November 2018, the FASB issued ASU 2018-19, 2016-13. In December 2019, the Financial Accounting Standards Board (“FASB”) issued Accounting Standards Update (“ASU”) 2019-12, step-up 2019-12 In August 2020, the Financial Accounting Standards Board (“FASB”) issued Accounting Standards Update (“ASU”) 2020-06 470-20) 815-40): The ASU also simplifies the diluted earnings per share (EPS) calculation in certain areas. ASU 2020-06 2020-06 Other recently issued accounting standards are not expected to have a material effect on the Company’s financial statements.

PROPERTY AND EQUIPMENT

PROPERTY AND EQUIPMENT	9 Months Ended	12 Months Ended
	Sep. 30, 2022	Dec. 31, 2021
PROPERTY AND EQUIPMENT	3. PROPERTY AND EQUIPMENT Property and equipment, net as of September 30, 2022 and December 31, 2021, consisted of the following (in thousands): September 30, December 31, Furniture and equipment $ 3,880 $ 2,160 Leasehold Improvements 536 536 Property, plant, and equipment, gross 4,416 2,696 Less accumulated depreciation (1,336 ) (907 ) Property and equipment, net $ 3,080 $ 1,789 Depreciation expense for property and equipment for the nine months ended September 30, 2022 and 2021 was $445 thousand and $348 thousand, respectively.
Nogin Inc [Member]
PROPERTY AND EQUIPMENT		3. PROPERTY AND EQUIPMENT Property and equipment, net as of December 31, 2021 and 2020, consisted of the following (in thousands): As of December 31, 2021 2020 Furniture and equipment $ 2,160 $ 1,862 Leasehold Improvements 536 520 Property, plant, and equipment—gross 2,696 2,382 Less accumulated depreciation (907 ) (726 ) Property and equipment—net $ 1,789 $ 1,656 Depreciati on expense for property and equipment for the year ended December 31, 2021, 2020 and 2019 was $476 thousand, $324 thousand and $76 thousand, respectively.

INTANGIBLE ASSETS

INTANGIBLE ASSETS	9 Months Ended	12 Months Ended
	Sep. 30, 2022	Dec. 31, 2021
INTANGIBLE ASSETS	4. INTANGIBLE ASSETS The Comp any entered into a three-year master service agreement with a new customer for a $2.0 million contract acquisition fee on July 16, 2018. The agreement resulted in the acquisition of nine new contracts with different companies and brands. The cost is amortized over a three-year period, which ended in 2021. In connection with the Betabrand acquisition (Note 11), the Company’s amortization expense for capitalized software for the nine months ended September 30, 2022 and 2021 was $169 thousand and $36 thousand, respectively. As of September 30, 2022 and December 31, 2021, intangible assets consist of the following (in thousands): September 30, December 31, Contract acquisition cost $ 2,000 $ 2,000 Software 1,175 1,174 3,175 3,174 Less: Accumulated amortization (2,236 ) (2,062 ) Intangible assets-net $ 939 $ 1,112
Nogin Inc [Member]
INTANGIBLE ASSETS		4. INTANGIBLE ASSETS The Company entered into a three-year master service agreement with a new customer for a $2.0 million contract acquisition fee on July 16, 2018. The agreement resulted in the acquisition of nine new contracts with different companies and brands. The cost is amortized over a three-year period, resulting in an expense of $361 thousand, $667 thousand and $623 thousand for the years ended December 31, 2021, 2020 and 2019, respectively. Amortization expense for capitalized software for the years ended December 31, 2021, 2020 and 2019 was $44 thousand, $91 thousand and $131 thousand, respectively. As of December 31, 2021 and 2020, intangible assets consist of the following (in thousands): As on December 31, 2021 2020 Contract acquisition cost $ 2,000 $ 2,000 Software 1,174 320 3,174 2,320 Less: Accumulated amortization (2,062 ) (1,908 ) Intangible assets-net $ 1,112 $ 412

INVESTMENT IN UNCONSOLIDATED AF

INVESTMENT IN UNCONSOLIDATED AFFILIATES	9 Months Ended	12 Months Ended
	Sep. 30, 2022	Dec. 31, 2021
Investments in and Advances to Affiliates, Schedule of Investments [Text Block]	5. INVESTMENT IN UNCONSOLIDATED AFFILIATES On April 6, 2021, the Company and Tiger Capital Group, LLC (“Tiger Capital”) formed a joint venture, Modcloth Partners, LLC. (“Modcloth”). The Company and Tiger Capital each contributed $1.5 million into Modcloth and the Company will own 50% of the outstanding membership units. Tiger Capital will provide the financing for the inventory, while the Company entered into a Master Services Agreement (“MSA”) with Modcloth to provide the eCommerce services (see Note 12). The Company accounts for its investment in ModCloth under the fair value option of accounting. As of September 30, 2022 and December 31, 2021, the investment balance related to ModCloth was $4.5 million and $6.4 million, respectively, and was included in investment in unconsolidated affiliates on the condensed consolidated balance sheets. For the nine months ended September 30, 2022, the Company recorded a fair value adjustment related to its ModCloth investment of $1.9 million included in changes in fair value of unconsolidated affiliates on the condensed consolidated statements of operations. On December 31, 2021, the Company and CFL Delaware, Inc. (“CFL”) formed a joint venture, IPCO, whereby Nogin contributed certain assets acquired from the BTB (ABC), LLC (“Betabrand”) acquisition (see Note 11) and entered into a MSA with IPCO to provide certain eCommerce services, marketing, photography, customer service and merchant credit card monitor fraud services (Note 12); and CFL entered into a Master Supply Agreement with IPCO and agreed to procure the supply of inventory to IPCO, provide manufacturing, fulfillment, logistics and warehousing services for the inventory. The Company accounts for its investment in IPCO under the fair value option of accounting. As of September 30, 2022 and December 31, 2021, the investment balance related to IPCO was $7.2 million and $7.1 million, respectively, and was included in investment in unconsolidated affiliates on the condensed consolidated balance sheets. For the nine months ended September 30, 2022, the Company recorded $1.6 million to other income, net related to the settlement of deferred revenue related to sale of finished inventory to IPCO. In addition, the Company recorded a fair value adjustment related to its IPCO investment of $45 thousand included in changes in fair value of unconsolidated affiliates on the condensed consolidated statement of operations for the nine months ended September 30, 2022. The following table presents summarized financial information for the joint ventures for the three and nine months ended September 30, 2022 and as of September 30, 2022 and December 31, 2021 (in thousands): Modcloth IPCO Nine months ended Three months ended Nine months ended Three months ended September 30, 2022 September 30, 2022 September 30, 2022 September 30, 2022 Net revenue $ 12,172 $ 2,822 $ 18,558 $ 4,991 Gross margin 5,242 1,245 14,190 3,943 Net loss (3,642 ) (1,111 ) (1,767 ) (461 ) Modcloth IPCO As of September 30, As of December 31, As of September 30, As of December 31, Current assets $ 3,878 $ 5,009 $ 3,759 $ 2,596 Long term assets 6,202 6,303 5,672 6,130 Current liabilities 13,379 8,539 7,300 1,699 Long term liabilities 3,292 5,698 — — The Company’s ModCloth and IPCO investments are Level 3 fair value measurement. The Company utilized the following valuation methods to conclude on the fair value as of September 30, 2022: - Discounted Cash Flow - Guideline Public Company Method - Guideline Transaction Method – The following table summarizes the changes in the ModCloth and IPCO investment Level 3 fair value measurement (in thousands): Modcloth IPCO Balance as of December 31, 2021 $ 6,437 $ 7,133 Change in fair value (1,940 ) 45 Balance as of September 30, 2022 $ 4,497 $ 7,178
Nogin Inc [Member]
Investments in and Advances to Affiliates, Schedule of Investments [Text Block]		5. INVESTMENT IN UNCONSOLIDATED AFFILIATES On Apr il 6, 2021, the Company and Tiger Capital Group, LLC (“Tiger Capital”) formed a joint venture, Modcloth Partners, LLC. (“Modcloth”). The Company and Tiger Capital each contributed $1.5 million into Modcloth and the Company will own 50% of the outstanding membership units. Tiger Capital will provide the financing for the inventory, while the Company entered into a Master Services Agreement (“MSA”) with Modcloth to provide the eCommerce services (see Note 14). The Company accounts for its investment in ModCloth under the fair value option of accounting. As of December 31, 2021, the investment balance related to ModCloth was $6.4 million and was included in investment in unconsolidated affiliate on the consolidated balance sheets. For the year ended December 31, 2021, the Company recorded a fair value adjustment related to its ModCloth investment of $4.9 million included in changes in fair value of unconsolidated affiliate on the consolidated statements of operations. On December 31, 2021, the Company and CFL Delaware, Inc. (“CFL”) formed a joint venture, IPCO, whereby Nogin contributed certain assets acquired from the BTB (ABC), LLC (“Betabrand”) acquisition (see Not e 13) and entered into a MSA with IPCO to provide certain eCommerce services, marketing, photography, customer service and merchant credit card monitor fraud services; and CFL entered into a Master Supply Agreement with IPCO and agreed to procure the supply of inventory to IPCO, provide manufacturing, fulfillment, logistics and warehousing services for the inventory. The Company accounts for its investment in IPCO under the fair value option of accounting. As of December 31, 2021, the investment balance related to IPCO was $7.1 million and was included in investment in unconsolidated affiliate on the consolidated balance sheets. The following table presents summarized financial information for the joint ventures from formation through December 31, 2021 (in thousands): Modcloth IPCO Net revenue $ 25,486 $ 133 Gross margin $ 9,326 $ 98 Net loss $ (8,288 ) $ (8 ) Current assets $ 5,009 $ 2,596 Long term assets $ 6,303 $ 6,130 Current liabilities $ 8,539 $ 1,699 Long term liabilities $ 5,698 $ — The Company’s ModCloth investment is a Level 3 fair value measurement. The Company utilized the following valuation methods to conclude on the fair value as of December 31, 2021: • Discounted Cash Flow • Guideline Public Company Method • Guideline Transaction Method – The following table summarizes the changes in the ModCloth investment Level 3 fair value measurement (in thousands): Balance as of January 1, 2020 $ — Contribution — Change in fair value — Balance as of December 31, 2020 $ — Contribution 1,500 Change in fair value 4,937 Balance as of December 31, 2021 $ 6,437

CERTAIN LIABILITY ACCOUNTS

CERTAIN LIABILITY ACCOUNTS	9 Months Ended
	Sep. 30, 2022
Liabilities [Abstract]
Certain Liability Accounts	6. CERTAIN LIABILITY ACCOUNTS Accrued expenses and other current liabilities as of September 30, 2022 and December 31, 2021 were as follows (in thousands): September 30, December 31, Cash election consideration payable 5,000 — Deferred revenue 2,381 4,524 Deferred rent 2,040 1,573 Payroll and other employee costs 1,678 2,196 Accrued transaction costs 940 1,750 Sales tax payable 737 1,113 Accrued interest 456 — Other accrued expenses and current liabilities 3,103 2,862 Total 16,335 14,018 Other long-term liabilities as of September 30, 2022 and December 31, 2021 were as follows (in thousands): September 30, December 31, Deferred transaction costs payable 10,979 — Cash election consideration payable 3,865 — Standby agreement derivative liability 1,900 — Deferred PIPE issuance costs payable 1,160 — Warrant liability — 561 Other long-term liabilities 84 173 Total 17,988 734

LONG-TERM DEBT

LONG-TERM DEBT	9 Months Ended	12 Months Ended
	Sep. 30, 2022	Dec. 31, 2021
Debt Instrument [Line Items]
LONG-TERM DEBT	7. LONG-TERM DEBT Convertible Notes and Indenture On April 19, 2022, the Company, 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 the Company agreed to issue and sell to the Subscribers immediately prior to the closing of the Business Combination (i) up to an aggregate principal amount of $75.0 million of 7.00% Convertible Senior Notes due 2026 (the “Convertible Notes”) at par value of the notes and (ii) up to an aggregate of 1.5 million warrants (the “PIPE Warrants”) with each whole PIPE Warrant entitling the holder thereof to purchase one share of Common Stock On - Each holder of a Convertible Note will have the right to cause the Post-Combination Company to repurchase for cash all or a portion of the Convertible Notes held by such holder upon the occurrence of a “Fundamental Change” (as defined in the Indenture) at a price equal to (i) on or before September 26, 2023, 100% of the original principal amount of such Convertible Note, and (ii) from and after September 26, 2023, 100% of the accreted principal amount applicable at such time pursuant to the terms of the Indenture, in each case, plus accrued and unpaid interest. The Indenture includes restrictive covenants that, among other things, require the Company to maintain a minimum level of liquidity on a consolidated basis and limit the ability of the Company and its subsidiaries to incur indebtedness above certain thresholds or to issue preferred stock, to make certain restricted payments, to dispose of certain material assets and engage in other asset sales, subject to reinvestment rights, to pay certain advisory fees in connection to the Transactions and the transactions contemplated by the PIPE Subscription Agreements above a certain threshold, and other customary covenants with respect to the collateral securing the obligations created by the Convertible Notes and the Indenture, including the entry into security documents (in each case, subject to certain exceptions set forth in the Indenture); provided that the covenants with respect to (i) the making of restricted payments, (ii) the incurrence of indebtedness, (iii) the disposition of certain material assets and asset sales, (iv) liquidity, (v) the payment of advisory fees and (vi) the collateral securing the obligations created by the Convertible Notes and the Indenture shall terminate once less than 15% of the aggregate principal amount of the Convertible Notes are outstanding. The liquidity covenant would terminate if the Company achieves $175 million in consolidated revenue in the preceding four fiscal quarters. Certain of the Company’s subsidiaries will serve as Notes Guarantors that jointly and severally, fully and unconditionally guarantee the obligations under the Convertible Notes and the Indenture. The Indenture also requires certain future subsidiaries of the Post-Combination Company, if any, to become Notes Guarantors. This covenant will terminate once less than 15% of the aggregate principal amount of the Convertible Notes are outstanding. The Indenture also includes customary events of default and related provisions for potential acceleration of the Convertible Notes. If the Company does not have an effective registration statement on file with the SEC within 90 days of the Closing Date, registering the underlying shares issuable upon conversion of the Convertible Notes, or fails to maintain the effectiveness of such registration statement, then additional interest would accrue on the outstanding principal of the Convertible Notes at a rate of (a) 0.25% per annum for the first 90 days commencing on the first business day following a ten business day grace period and (b) 0.50% per annum thereafter, in each case, until the Company cures the lapse of effectiveness. The Company accounts for such additional interest in accordance with ASC subtopic 825-20, Registration Payment Arrangements 825-20”). 825-20 450-20, Loss Contingencies The Co mpany elected to account for the Convertible Notes under the fair value option of accounting upon issuance of the Convertible Notes. At issuance the Company recognized the fair value of the Convertible Notes of $65.1 million with the remaining $0.4 million of proceeds received allocated to the PIPE Warrants. As of September 30, 2022, the fair value of the Convertible Notes was $74.9 million, of which $0.5 million, representing accrued interest, is included in accrued expenses and other current liabilities on the condensed consolidated balance sheets. The loss on the increase in fair value of the Convertible Notes during the three and nine months ended September 30, 2022 was $9.8 million of which $0.6 million is included in interest expense, which is recognized based on the effective interest method, and $9.2 million included in the change in fair value of convertible notes on the condensed consolidated statements of operations. The difference between the amount due at maturity of $73.8 million, which is due on September 1, 2026, and the fair value of the Convertible Notes as of September 30, 2022 is $1.1 million. The primary reason for electing the fair value option is for simplification and cost-benefit considerations of accounting for the Convertible Notes (the hybrid financial instrument) at fair value in its entirety versus bifurcation of the embedded derivatives. The significant inputs to the valuation of the Convertible Notes at fair value are Level 3 inputs since they are not directly observable. The fair value was determined using a binomial lattice valuation model. The significant assumptions used in the model are the credit spread and volatility of the Common Stock. As of September 30, 2022, there have been no interest or principal payments made on the Convertible Notes. Line of credit Effecti ve January 14, 2015, the Company entered into a Revolving Credit Agreement with a financial institution that provided maximum borrowing under a revolving loan commitment of up to $2 million, bearing an interest rate of 2% plus prime rate as published by the Wall Street Journal. Effective July 3, 2020, the Company renewed the line of credit with the financial institution through May 31, 2021 that provided maximum borrowing under a revolving loan commitment of up to $5 million. In May 2021 the maturity date was extended to June 30, 2021 and then further extended to July 31, 2021. The line was then renewed on July 21, 2021 with an expanded credit limit of $8 million, a new maturity date of June 30, 2023 and an amended per annum interest rate of the greater of 2.25% plus prime rate as published by the Wall Street Journal or 5.50%. The line of credit was repaid at the closing of the Business Combination. Notes Payable O n August 11, 2021, the Company entered into a loan and security agreement (the “Note Agreement”) with a financial institution that provided for a borrowing commitment of $15 million in the form of promissory notes. In August 2021, the Company borrowed $10 million under the first tranche (“First Tranche Notes”). The Note Agreement had a commitment for additional second tranche borrowings of $5 million through June 30, 2022 (“Second Tranche Notes”). In October 2021, the Company borrowed the remaining $5 million committed under the Note Agreement. The borrowings under the Note Agreement were secured by substantially all assets of the Company. The First Tranche Notes and Second Tranche Notes were due to mature on September 1, 2026 and November 1, 2026, respectively, and bore interest at a rate per annum of 6.25% plus the greater of 3.25% or the prime rate as published by the Wall Street Journal. The Company was required to make interest-only payments on the first of each month beginning October 1, 2021 and December 1, 2021, respectively. Beginning October 1, 2023 and December 1, 2023, respectively, the Company would have been required to make principal payments of $278 thousand and $139 thousand, respectively, plus accrued interest on the first of each month through maturity. Upon payment in full of the First Tranche Notes and Second Tranche Notes, the Company was required to pay exit fees of $600 thousand and $300 thousand, respectively. In December 2021, the Company borrowed an additional $1 million from the same financial institution, which was repaid in full on December 31, 2021. In addition, the Company borrowed an additional $5 million (“Third Tranche Notes”) that bore interest at a rate per annum of 6.25% plus the greater of 3.25% or the prime rate as published by the Wall Street Journal. The Company is required to make interest-only payments on the first of each month beginning February 1, 2022, with the full principal amount due on July 1, 2023. Upon payment in full, the Company is required to pay exit fees of $50 thousand. In connection with the Note Agreement, the Company issued warrants to purchase up to 33,357 shares of common stock of the Company (the “Legacy Liability Warrants”) at an exercise price of $0.01 per share (Note 8). On the date of issuance, the Company recorded the fair value of the Legacy Liability Warrants as a discount to the First Tranche Notes which was being amortized into interest expense over the term of the First Tranche Notes using the effective interest method. The issuance costs were deferred over the repayment term of the debt. Deferred issuance costs relate to the Company’s debt instruments, the short-term and long-term portions are reflected as a deduction from the carrying amount of the related debt. In addition, the Company issued additional notes payable in for proceeds of $ million. Such notes payable matured on the earlier of (a) December , or (b) the close of the Business Combination. The amount due at maturity was $ million. The Company elected to account for the additional notes payable under the fair value option of accounting. The notes payable were repaid at the closing of the Business Combination. Promissory Notes Du ring the second quarter of 2022, the Company entered into promissory notes with various individuals (the “Promissory Notes”), including current investors, members of management and other unrelated parties in exchange for cash in an amount equal to $7.0 million (the “Promissory Notes”). The Promissory Notes were due to mature on the earlier of (a) one year from issuance or (b) the closing of the Business Combination (Note 1) and bore per annum interest at the rate of 7.75% plus the greater of 3.50% or the prime rate as published by the Wall Street Journal. The Company was required to make nine interest-only payments, followed by three principal and interest payments. In connection with the Promissory Notes, the Company issued warrants (“Promissory Note Warrants”) to purchase up to 31,024 shares of common stock of the Company at an exercise price of $0.01 per share (Note 7). Upon payment in full of the Promissory Notes, the Company was required to make an additional final payment (“Final Payment”) of $3.5 million. The Company elected to account for the Promissory Notes under the fair value option of accounting upon issuance of each of the Promissory Notes. At issuance the Company recognized the fair value of the Promissory Notes of $6.3 million with the remaining $0.7 million of proceeds received allocated to the Promissory Note Warrants. The Promissory Notes were repaid at the closing of the Business Combination. Paycheck Protection Program Loan On Ap ril 14, 2020, the Company received loan proceeds of $2.3 million pursuant to the Paycheck Protection Program (the “PPP Loan”) under the Coronavirus Aid, Relief, and Economic Security Act (“CARES Act”) and administered by the U.S. Small Business Administration (“SBA”). The PPP Loan had a maturity date of April 22, 2022 and bore interest at a rate of 1% per annum. The balance as of December 31, 2020 of $2.3 million is included in Paycheck Protection Program loan payable on the condensed consolidated balance sheets. On September 17, 2021, the PPP Loan was forgiven in full including accrued interest thereon. As such, the Company recorded a gain on loan forgiveness during the nine months ended September 30, 2021 of $2.3 million included in other income in the consolidated statement of operations.
Nogin Inc [Member]
Debt Instrument [Line Items]
LONG-TERM DEBT		6. LONG-TERM DEBT Line of credit Effective January 14, 2015, the C omp olvi cre dit limit of $ million, a new maturity date of and an amended per annum As of December 31, 2021, the Company has $ thousand due on its line of credit with a $ million letter of credit issued against the line of credit, which results in remaining availability of $ million. As of December 31, 2020, the balance on the line of credit was $ . The line of credit contains covenants regarding certain financial statement amounts and ratios of the Company. The Company received a waiver for its financial statement Effecti ve July 19, 2018, the Company entered into a Revolving Credit Agreement with another financial institution that provided maximum borrowing under a revolving loan commitment of up to $3.0 million. It is secured by substantially all assets of the Company. The line bears an interest rate of 0.0415% per day, or approximately 15% per annum. The line of credit matured July 19, 2020 and the Company did not renew the agreement. Paycheck Protection Program Loan O n April 14, 2020, the Company received loan proceeds of $2.3 million, maturing on April 22, 2022 with an annual interest rate of 1% pursuant to the Paycheck Protection Program (the “PPP Loan”) under the Coronavirus Aid, Relief, and Economic Security Act (“CARES Act”) and administered by the U.S. Small Business Administration (“SBA”). The balance as of December 31, 2020 of $2.3 million was included in Paycheck Protection Program loan payable on the consolidated balance sheets. On September 17, 2021, the PPP Loan was forgiven in full including accrued interest thereon. As such, the Company recorded a gain on loan forgiveness during the year ended December 31, 2021 of $2.3 million included in other income in the consolidated statements of operations. Notes Payable O n August 11, 2021, the Company entered into a loan and security agreement (“Note Agreement”) with a financial institution that provided for a borrowing commitment of $15 million in the form of promissory notes. In August 2021, the Company borrowed $10 million under the first tranche (“First Tranche Notes”). The Note Agreement has a commitment for additional second tranche borrowings of $5 million through June 30, 2022. In October 2021 the Company borrowed the remaining $5 million committed under the Note Agreement. The borrowings under the Note Agreement are secured by substantially all assets of the Company. Th e First and Second Tranche Notes mature on September 1, 2026 and November 1, 2026, respectively, and bear an interest at a rate per annum of 6.25% plus the greater of 3.25% or the prime rate as published by the Wall Street Journal. The Company is required to make interest only payments on the first of each month beginning October 1, 2021 and December 1, 2021, respectively. Beginning October 1, 2023 and December 1, 2023, respectively, the Company is required to make principal payments of $278 thousand and $139 thousand, respectively, plus accrued interest on the first of each month through maturity. Upon payment in full of the First and Second Tranche Notes, the Company is required to pay exit fees (“Exit Fee”) of $600 thousand and $300 thousand, respectively. O n December 2, 2021 the Company borrowed an additional $1 million and $5 million from the same financial institution. The $1 million was repaid in full on December 31, 2021. The $5 million (“Third Tranche Notes”) bear an interest at a rate per annum of 6.25% plus the greater of 3.25% or the prime rate as published by the Wall Street Journal. The Company is required to make interest only payments on the first of each month beginning February 1, 2022, with the full principal amount due on July 1, 2023. Upon payment in full, the Company is required to pay exit fees of $50 thousand. In connection with the Note Agreement, the Company issued warrants to purchase up to 33,357 shares of common stock of the Company (the “Warrants”) at an exercise price of $0.01 per share. See below for further discussion of the Warrants. On the date of issuance, the Company recorded the fair value of the Warrants as a discount to the First Tranche Notes which is being amortized into interest expense over the term of the First Tranche Notes using the effective interest method. The issuance costs are deferred over the repayment term of the debt. Deferred issuance costs relate to the Company’s debt instruments, the short-term and long-term portions are reflected as a deduction from the carrying amount of the related debt. The components of the long-term notes payable, net as of December 31, 2021 are as follows: First Tranche Notes $ 10,000 First Tranche Notes Exit Fee 600 Second Tranche Notes 5,000 Second Tranche Notes Exit Fee 300 Third Tranche Notes 5,000 Third Tranche Notes Exit Fee 50 20,950 Less: Unamortized Exit Fee payment (884 ) Less: Unamortized warrant discount (678 ) Less: Unamortized debt issuance costs (139 ) $ 19,249 Scheduled maturities for the First, Second and Third Tranche Notes, inclusive of Exit Fee payments of the Company’s long-term notes payable as of December 31, 2021 were as follows: 2022 $ — 2023 6,022 2024 5,000 2025 5,000 2026 4,928 Thereafter — Total $ 20,950

WARRANTS AND DERIVATIVES

WARRANTS AND DERIVATIVES	9 Months Ended	12 Months Ended
	Sep. 30, 2022	Dec. 31, 2021
Class of Warrant or Right [Line Items]
WARRANTS AND DERIVATIVES	8. WARRANTS AND DERIVATIVES In connec tion with the Note Agreement, on August 11, 2021 the Company granted Legacy Liability Warrants to purchase up to 33,357 shares of common stock at a price of $0.01 per share. The Legacy Liability Warrants were exercisable at any time through the tenth anniversary from the date of grant. The Legacy Liability Warrants had customary anti-dilution provisions for stock splits, stock dividends and recapitalizations of the Company’s common stock. In addition, in connection with issuance of the additional notes payable in July 2022, the Company granted additional Legacy Liability Warrants to purchase up to 13,343 shares of Common Stock that had a fair value of $428 thousand at issuance. The Legacy Liability Warrants had been determined to be liability classified as the exercise price may be reduced and result in the issuance of additional shares in connection with the sale of the Company if such Legacy Liability Warrants are not assumed. The Legacy Liability Warrants were initially recorded at fair value with a corresponding debt discount (Note 7) at grant date and are subsequently remeasured to fair value each reporting period. The Company recorded a fair value loss on the Legacy Liability Warrants of $208 thousand and $717 thousand for the three and nine months ended September 30, 2022, respectively , which is included in other (loss) income, net on the condensed consolidated statements of operations. The Company did not recognize a change in fair value on the Legacy Liability Warrants during the three and nine months ended September 30, 2021. The fair value of the warrant liability as of December 31, 2021 was $561 thousand, and is included in other long-term liabilities in the condensed consolidated balance sheets. All Legacy Liability Warrants were settled in connection with the closing of the Business Combination. The Company had determined the warrant liability to be a Level 3 fair value measurement. The Company utilizes the Black-Scholes-Merton (“Black-Scholes”) model to determine the fair value of the Legacy Liability Warrants at each reporting date. The significant inputs utilized in the Black-Scholes model as of December 31, 2021 were as follows. December 31, 2021 Common Stock Fair Value Per Share $ 16.81 Exercise Price Per Share $ 0.01 Volatility 75.7 % Risk-free rate 0.53 % Expected Dividend Rate 0.0 % The expected dividend rate was 0.0% as the Company has not and does not intend to pay dividends. The Company utilized the probability weighted expected return method (“PWERM”) to value the Company’s common stock. The following table summarizes the changes in the warrant liability included in other long-term liabilities that were issued in connection with the Note Agreement (in thousands): Warrant Balance as of December 31, 2021 $ 561 Legacy Liability Warrants issued 428 Change in fair value 717 Settlement of warrant liability in common stock (1,706 ) Balance as of September 30, 2022 $ — Convertible Note Warrants T he Company issued the PIPE Warrants in connection with the Convertible Notes issuance. There were 1,396,419 PIPE Warrants issued to purchase common stock of the Company at $11.50 per share. The PIPE Warrants are redeemable for $0.01 once the Company’s stock prices reaches $18.00 per share. The PIPE Warrants are equity classified. Approximately $377 thousand of the proceeds upon issuance of the Convertible Notes was allocated to the PIPE Warrants along with an immaterial amount of issuance costs. Other Warrants Th e Company had also granted Legacy Equity Warrants in 2017 and 2018 to purchase 100,000 shares of common stock at a price of $0.96 per share. 75,000 of such warrants were set to expire on January 12, 2027 and the remaining 25,000 were set to expire on July 20, 2028. The Legacy Equity Warrants were fully vested and exercisable at the Holder’s option at any time. Any shares not exercised at time of an acquisition would have automatically been deemed to be cashless exercised. Under the applicable accounting literature, these warrants meet the criteria to be classified as permanent equity within the equity section of the condensed consolidated balance sheet. These warrants were settled in connection with the closing of the Business Combination. In addition, in connection with the Promissory Notes, the Company issued the Promissory Note Warrants to purchase up to 31,024 shares of common stock of the Company at an exercise price of $0.01 per share. The Promissory Note Warrants are fully vested and exercisable at the Holder’s option at any time. Under the applicable accounting literature, these warrants meet the criteria to be classified as permanent equity within the equity section of the condensed consolidated balance sheet. These warrants were settled in connection with the closing of the Business Combination. Standby Agreement Derivative Liability In connection with the Business Combination, Legacy Nogin acquired from SWAG a derivative liability associated with agreements entered into by SWAG prior to the Closing Date. SWAG entered into an agreement with a financial institution (the “Financial Institution”), whereby the Financial Institution purchased SWAG Class A common stock from third parties prior to the Closing Date (the “Standby Agreement”). At the Closing Date, the Company paid the Financial Institution 80% of the Financial Institution’s aggregate purchase price of such shares of SWAG Class A common stock. After the Closing Date, the Financial Institution may sell the shares purchased pursuant to the Standby Agreement and keep all the proceeds of such sales until they have recouped the remaining 20% of the aggregate purchase price of the shares purchased prior to the Closing Date. After such time, proceeds from the sale of such shares would be paid to the Company less a liquidity fee equal to 3.5% of the proceeds from such sales. If the Financial Institution has not fully recouped the aggregate purchase price of the shares purchased prior to the Closing Date by August 26, 2026, the Company would be obligated to pay the remaining amount due to the Financial Institution on such date. Any remaining unsold shares as of August 26, 2026 would be returned to the Company. In addition, SWAG entered into a subscription agreement (the “Subscription Agreement”) with the same Financial Institution whereby the Financial Institution purchased 517,079 shares of Common Stock at a purchase price of $10.17 per share at the closing of the Business Combination and paid the Company an amount equal to 20% of the purchase price. The Subscription Agreement was structured similarly to the Standby Agreement between the Company and the Financial Institution regarding the timing and amount of future payments, as well as the return of any unsold shares at maturity. The Company concluded the Standby Agreement would be accounted for as a derivative in its entirety in accordance with ASC 815-10, 815-10 815-10. T he Company engaged a third-party valuation specialist to assist with the fair value assessment. The acquisition date fair value at the closing of the Business Combination was $2.0 million. The fair value as of September 30, 2022 of the Standby Agreement Derivative liability is $1.9 million and is recognized in other long-term liabilities on the condensed consolidated balance sheets. The change in fair value of the Standby Agreement Derivative liability for both the three and nine months ended September 30, 2022 of $0.1 million is recorded in change in fair value of derivatives on the condensed consolidated statements of operations.
Nogin Inc [Member]
Class of Warrant or Right [Line Items]
WARRANTS AND DERIVATIVES		7. WARRANTS I n connection with the Note Agreement, on August 11, 2021 the Company granted Warrants to purchase up to 33,357 shares of common stock at a price of $0.01 per share. The Warrants are exercisable at any time through the 10th anniversary from the date of grant. The Warrants have customary anti-dilution provisions for stock splits, stock dividends and recapitalizations of the Company’s common stock. The Warrants have been determined to be liability classified as the exercise price may be reduced and result in the issuance of additional shares in connection with the sale of the Company if such warrants are not assumed. The warrants were initially recorded at fair value with a corresponding debt discount (see Note 6) at grant date and are subsequently remeasured to fair value each reporting period. As of December 31, 2021, there was a gain on fair value of $177 thousand from the grant date, which is recognized in other income in the consolidated statement of operations. The fair value of the warrant liability as of December 31, 2021 is $561 thousand and is included in other long-term liabilities in the consolidated balance sheets, and none of the warrants have been exercised. There were no warrant liability balance as of December 31, 2020. The Company has determined the warrant liability to be a Level 3 fair value measurement. The Company utilizes the Black-Scholes-Merton (“Black-Scholes”) model to determine the fair value of the Warrants at each reporting date. The significant inputs utilized in the Black-Scholes model as of December 31, 2021 and grant date were as follows: December 31, 2021 Grant Date August 11, 2021 Common Stock Fair Value Per Share $ 16.81 $ 22.13 Exercise Price Per Share $ 0.01 $ 0.01 Volatility 75.7 % 75.7 % Risk-free rate 0.53 % 0.53 % Expected Dividend Rate 0.0 % 0.0 % T h e expected dividend rate is 0.0% as the Company has not paid, and does not intend to pay, dividends. The Company utilized the probability weighted expected return method (“PWERM”) to value the Company’s common stock. The Company’s common stock fair value per share under the PWERM was determined by applying a probability weighting to a stay-private scenario and a sale scenario. The probability weighted common stock fair value was applied a blended discount for lack of marketability of 23% to arrive at the concluded common stock fair value included in the Black-Scholes model. The following table summarizes the changes in the warrant liability included in other long-term liabilities (in thousands): Balance as of January 1, 2020 $ — Fair value of Warrants at inception of Note Agreement — Change in fair value of warrant liability — Balance as of December 31, 2020 $ — Fair value of Warrants at inception of Note Agreement 738 Change in fair value of warrant liability (177 ) Balance as of December 31, 2021 $ 561 In addition, the Company granted warrants in 2017 and 2018 to purchase 100,000 shares of common stock at a price of $0.96 per share. 75,000 of such warrants expire on January 12, 2027 and the remaining 25,000 expire on July 20, 2028. The warrants are fully vested and exercisable at the Holder’s option at any time. Any shares not exercised at time of an acquisition will automatically be deemed to be cashless exercises. Under the applicable accounting literature, these warrants meet the criteria to be classified as permanent equity within the equity section of the consolidated balance sheet. Upon the closing of the Business Combination, the warrants were settled into shares of common stock of the post combination company at an exchange ratio of approximately 4.34.

FAIR VALUE MEASUREMENTS

FAIR VALUE MEASUREMENTS	9 Months Ended
	Sep. 30, 2022
Fair Value Disclosures [Abstract]
FAIR VALUE MEASUREMENTS	9. FAIR VALUE MEASUREMENTS The Company applies the provisions of Financial Accounting Standards Board (FASB) Accounting Standards Codification (ASC) 820, Fair Value Measurements and Disclosures The Company applies the provisions of ASC 820 to all financial assets and liabilities and non-financial The Company defines fair value as an exit price, representing the price that would be received to sell an asset or paid to transfer a liability in an orderly transaction between market participants at the measurement date. As such, fair value is a market-based measurement that should be determined based on assumptions that market participants would use in pricing an asset or liability. Fair value is estimated by applying the following hierarchy, which prioritizes the inputs used to measure fair value into three levels and bases the categorization within the hierarchy upon the lowest level of input that is available and significant to the fair value measurement: Level 1— Level 2— Level 3— In determining fair value, the Company utilized valuation techniques that maximize the use of observable inputs and minimize the use of unobservable inputs to the extent possible as well as considers counter party credit risk and nonperformance risk in its assessment of fair value. The carrying value of the Company’s short-term financial instruments, such as cash, restricted cash, accounts receivable, notes payable, and accounts payable, approximate the fair value due to the immediate or short-term maturity of these instruments. As of September 30, 2022, the Company no longer has recurring measurements for warrant liability. Further, the Company has elected to apply the fair value option of accounting for its Convertible Notes and equity investments in unconsolidated affiliates. The Company is required to present the fair value of the Standby Agreement derivative liability each reporting period. The following details the Company’s recurring measurements for assets and liabilities at fair value (in thousands): September 30, 2022 December 31, 2021 Warrant liability (Level 3)—Note 8 $ — $ 561 Investment in unconsolidated affiliates (Level 3)—Note 5 11,674 13,570 Convertible Note (Level 3)—Note 7 74,942 — Standby Agreement derivative liability (Level 3)—Note 8 1,900 — Non-current 3,865 — Deferred cash consideration I “Non-current offe 10-day 825-10. The significant inputs to the valuation of the deferred cash consideration at fair value are Level 3 inputs since they are not directly observable. The Company primarily used a discounted cash flow method to value the deferred cash consideration, based on the expected future payment discounted to present value. The significant input is the discount rate which is based on the Company’s credit rating.

INCOME TAX

INCOME TAX	9 Months Ended	12 Months Ended
	Sep. 30, 2022	Dec. 31, 2021
INCOME TAX	10. INCOME TAXES The in come tax expense for the nine months ended September 30, 2022 and September 30, 2021 was $134 thousand and $82 thousand, respectively. Income tax expense differs from the income taxes expected at the U.S. federal statutory tax rate of 21%, primarily due to state taxes and additional valuation allowance for the nine months ended September 30, 2022.
Nogin Inc [Member]
INCOME TAX		8. INCOME TAXES Income tax expense for the years ended December 31, 2021, 2020 and 2019 consists of the following (in thousands): For the Years Ended December 31, 2021 2020 2019 Current: Federal $ — $ — $ — State 1 190 25 Total 1 190 25 Deferred: Federal 371 — — State 803 — — Total $ 1,174 — — Income tax expense $ 1,175 $ 190 $ 25 The provision for income taxes differs from that computed by applying the federal statutory tax rate as follows: For the Years Ended December 31, 2021 2020 2019 U.S. federal statutory tax rate 21 % 21 % 21 % State income taxes, net of federal benefit 57 % (20 )% 78 % PPP Loan (43 )% — % — Return to provision 11 % 11 % 268 % Other Adjustments 2 % — — Change in Valuation allowance 58 % (32 )% (268 )% Effective tax rate 106 % (20 )% 99 % The tax effects of significant items comprising the Company’s deferred taxes as of December 31, 2021 and 2020 are as follows (in thousands): For the Years Ended December 31, 2021 2020 Deferred Tax Assets: Net operating loss and other tax attributes carryforwards $ 4,950 $ 2,654 Reserve for doubtful accounts 62 120 Accrued Expenses 343 277 Deferred state tax 169 — 163(j) interest limitation 166 — Amortization 58 189 $ 5,748 $ 3,240 Deferred Tax Liabilities Depreciation $ (73 ) $ — Other deferred tax liabilities (26 ) — Unrealized gain (loss) on joint venture (2,541 ) — (2,640 ) — Valuation allowance (4,282 ) (3,240 ) Net deferred tax liability $ (1,174 ) $ — Realization of the future tax benefits is dependent on the Company’s ability to generate sufficient taxable income within the carry forward period. Based on the Company’s operating losses for each of the three years ended December 31, 2021, and the available evidence, the Company has established a valuation allowance against its net deferred tax assets. If sufficient evidence of the Company’s ability to generate future taxable income becomes apparent, the valuation allowance may be removed or reduced. As of December 31, 2021 and 2020, the Company had cumulative net operating loss (“NOL”) carryforwards for federal income tax purposes of approximately $17.5 million and $9.6 million, respectively, which begin to expire in 2031. The Company has remaining cumulative net operating loss carryforwards for state income tax purposes of approximately $18.1 million and $9.1 million as of December 31, 2021 and 2020, respectively, which also begin to expire in 2031. Use of these NOL carryforwards may be limited under Internal Revenue Code (“IRC”) Section 382 if the Company experiences an ownership change as defined in IRC Section 382. The Company has not completed a study to assess NOL’s under IRC Section 382. The Company will perform an analysis when the Company reaches a positi F-2 3 A s of December 31, 2021 and 2020, the Company had no uncertain tax positions or potential losses related to uncertain tax positions.

PREFERRED STOCK

PREFERRED STOCK	12 Months Ended
	Dec. 31, 2021
Nogin Inc [Member]
PREFERRED STOCK	9. PREFERRED STOCK The Company has issued two series of preferred stock (Series A and Series B). Information related to these issuances of stock is as follows: Series A convertible redeemable preferred stock ( Series A”) O n May 14, 2014, 2,042,483 Series A shares were issued, with a par value of $0.0001 per share, in exchange for $3.1 million. Series B convertible redeemable preferred stock ( Series B”) O n June 2, 2017, 1,459,462 Series B shares were issued, with a par value of $0.0001 per share, in exchange for $4.3 million. Redemption A 24- At 24-month Conversion The Series A and Series B preferred stock are convertible to common stock at the election of a majority of the preferred shareholders or via automatic conversion upon the occurrence of a firm initial public offering, as defined in the stock purchase agreement. The Series A and Series B preferred stock may be converted to equal number of shares of common stock. The conversion rate will be subjected to adjustments for stock dividends, stock splits and other such equity transactions. Voting Each Series A and Series B preferred stockholder shall be entitled to the number of votes equal to the number of shares of common stockholders into which such preferred shares of Series B and Series A could be converted immediately after the close of business on the record date fixed for such meeting or the effective date of such written consent and shall have voting rights and powers equal to the voting rights and powers of the common stockholders and shall be entitled to notice of any stockholders’ meeting in accordance with the bylaws of the Company. Liquidation Upon any liquidation, dissolution, or winding up of the Company, whether voluntary or involuntary (a “Liquidation Event”) or any asset transfer or acquisition, before any distribution or payment shall be made to the holders of any Series A preferred stock or the holders of any common stock, the holders of Series B preferred stock shall be entitled to be paid out of the assets of the Company legally available for distribution for each share of Series B preferred stock held by them, an amount per share of Series B preferred stock equal to the greater of (i) two times (2x) the Series B Original Issue Price ($2.9689) plus all declared and unpaid dividends on the Series B preferred stock, and (ii) such amount per share as would have been payable had all shares of Series B preferred stock been converted into shares of common stock immediately prior to such Liquidation Event or such asset transfer or acquisition. As of December 31, 2021 and 2020, the holders of the shares of Series B preferred stock are entitled to a liquidation preference of approximately $8.7 million in the event of any liquidation, dissolution or winding up of the Company as of such year end. Up on any Liquidation Event, before any distribution or payment shall be made to the holders of any common stock, the holders of Series A preferred stock shall be entitled to be paid out of the assets of the Company legally available for distribution for each share of Series A preferred stock held by them, an amount per share of Series A preferred stock equal to two times (2x) the Original Issue Price of $1.53, plus all declared and unpaid dividends on the Series preferred stock. A s of December 31, 2021 and 2020, the holders of the shares of Series A preferred stock are entitled to a liquidation preference of approximately $6.3 million in the event of any liquidation, dissolution or winding up of the Company as of such year end. After the payment of the full liquidation preferences of the Series A preferred stock, the remaining assets of the Company legally available for distribution, if any, shall be distributed ratably to the holders of the common stock. Dividend Rights So long as any preferred shares of Series B and Series A are outstanding, the Company shall not pay or declare any dividend, whether in cash or property, or make any other distribution on the common stock, or purchase, redeem or otherwise acquire for value any shares of common stock, except for: (i) acquisitions of common stock by the Company pursuant to agreements that permit the Company to repurchase such shares at cost (or the lesser of cost or fair market value) upon termination of services to the Company; (ii) acquisitions of common stock in exercise of the Company’s right of first refusal to repurchase such shares; or (iii) distributions to holders of common stock in accordance with Sections 3 and 4 of the Company’s third amended and restated certificate of incorporation. In the event dividends are paid on any share of Common Stock, the Company shall pay an additional dividend on all outstanding shares of Series Preferred in a per share amount equal (on an as-if-converted

COMMON STOCK

COMMON STOCK	12 Months Ended
	Dec. 31, 2021
Nogin Inc [Member]
COMMON STOCK	10. COMMON STOCK Holde rs of common stock are entitled to one vote per share and, upon liquidation or dissolution, are entitled to receive all assets available for distribution to common stockholders. The holders of common stock have no preemptive or other subscription rights, and there is no redemption or sinking fund provisions with respect to such shares. Common stock is subordinate to the preferred stock with respect to rights upon liquidation of the Company.

STOCK COMPENSATION PLAN

STOCK COMPENSATION PLAN	12 Months Ended
	Dec. 31, 2021
Nogin Inc [Member]
STOCK COMPENSATION PLAN	11. STOCK COMPENSATION PLAN Stock Options I to 611,833 shares of its common stock. Stock options can be granted with an exercise price less than, equal to or greater than the stock’s fair market value at the date of grant. Stock options granted under the plan have a 10-year At December 31, 2021, 2020 and 2019, there were 415,773, 406,398 and 557,363 shares available respectively, for grant under the 2013 Stock Incentive Plan. Summary information related to stock options outstanding as of December 31, 2021, 2020 and 2019 is as follows: Outstanding Stock Options Outstanding at January 1, 2019 54,470 Granted — Exercised — Forfeited / Terminated — Outstanding at December 31, 2019 54,470 Granted 191,590 Exercised — Forfeited / Terminated (25,000 ) Outstanding at December 31, 2020 221,060 Granted — Exercised — Forfeited / Terminated (25,000 ) Outstanding at December 31, 2021 196,060 T he weighted average exercise price of the outstanding options was $2.85, $2.95 and $1.52 per share as of December 31, 2021, 2020 and 2019, respectively, 163,444, 137,421 and 53,200, respectively, of which are fully vested and exercisable as of December 31, 2021, 2020 and 2019, respectively, and start to expire in January 2023. Th e Company recognized $52 thousand and $130 thousand in stock compensation expense for the year ending December 31, 2021 and 2020, respectively. Stock compensation expense for the year ending December 31, 2019 was not material. The fair value of each option award is estimated on the date of grant using the Black-Scholes option pricing model. Since the Company’s shares are not publicly traded and its shares are rarely traded privately, expected volatility is computed based on the historical volatility of similar entities with publicly traded shares. The risk-free rate for the expected term of the option is based on the U.S. Treasury yield to curve in effect at the time of grant. The Company has no history or expectations of paying dividends on its common stock. Ther e were no options issued during the year ended December 31, 2021 and 2019, and 191,590 issued during the year ended December 31, 2020. The following table sum marize Valuations assumptions Expected dividend yield 0 % Expected volatility 47 % Expected term (years) 6 Risk-free interest rate 1.35 % At December 31, 2021, 2020 and 2019, there were approximately $23 thousand, $44 thousand and $1 thousand, respectively, of total unrecognized stock compensation cost related to nonvested share-based compensation arrangements granted under the plan. That cost is expected to be recognized over a weighted average period of one year.

RETIREMENT PLAN

RETIREMENT PLAN	12 Months Ended
	Dec. 31, 2021
Nogin Inc [Member]
RETIREMENT PLAN	12. RETIREMENT PLAN The Company sponsors a defined contribution retirement plan (the “Plan”) under the provisions of section 401(k) of the Internal Revenue Code for the benefit of substantially all employees. The Company does not match contributions to the Plan.

ACQUISITION

ACQUISITION	9 Months Ended	12 Months Ended
	Sep. 30, 2022	Dec. 31, 2021
ACQUISITION	11. ACQUISITION On Dec ember 2, 2021, the Company acquired the assets of Betabrand through a credit bid of $7.0 million on Betabrand’s outstanding indebtedness. The Company engaged a third-party valuation specialist to assist with the purchase price valuation, which resulted in goodwill of $3.1 million. The following table summarizes the finalized fair value of the assets and assumed liabilities (in thousands): As of Acquired assets Inventory $ 2,408 Other current assets 741 Property and equipment 25 Internal-use 348 Intangible assets Customer relationships 2,538 Developed technology 748 Trade name 438 Security Deposits 19 Total identifiable assets $ 7,265 Liabilities assumed Accounts payable $ 151 Deferred revenue 3,224 Total liabilities $ 3,375 On December 31, 2021, the Company and CFL entered into a Limited Liability Operating Agreement (the “LLC Agreement”), whereby Nogin contributed certain assets acquired from the Betabrand acquisition and entered into a MSA with IPCO to provide certain eCommerce services, marketing, photography, customer service and merchant credit card monitor fraud services; and CFL entered into a Master Supply Agreement with IPCO and agreed to procure the supply of inventory to IPCO, provide manufacturing, fulfillment, logistics and warehousing services for the inventory. The Company and CFL each received fifty percent ownership.
Nogin Inc [Member]
ACQUISITION		13. ACQUISITION O n December 2, 2021, the Company acquired the assets of Betabrand through a credit bid of $7 million on Betabrand’s outstanding indebtedness. The Company engaged a third-party specialist to perform a purchase price valuation, which resulted in goodwill of $3.1 million. The following table summarizes the finalized fair value of the assets and assumed liabilities (in thousands): As of December 2, 2021 Acquired assets Inventory $ 2,408 Other current assets 741 Property and equipment 26 Internal-use 348 Intangible assets Customer relationships 2,538 Developed technology 748 Trade name 438 Security Deposits 19 Total identifiable assets $ 7,266 Liabilities assumed Accounts payable $ 151 Deferred revenue 3,224 Total liabilities $ 3,375 On December 31, 2021, the Company and CFL entered into a Limited Liability Operating Agreement (the “LLC Agreement”), whereby Nogin contributed certain assets acquired from the Betabrand acquisition and entered into a MSA with IPCO to provide certain eCommerce services, marketing, photography, customer service and merchant credit card monitor fraud services; and CFL entered into a Master Supply Agreement with IPCO and agreed to procure the supply of inventory to IPCO, provide manufacturing, fulfillment, logistics and warehousing services for the inventory. The Company and CFL each received fifty percent ownership. During the period of December 3, 2021 to December 30, 2021, the Company recorded financial information related to Betabrand as follows (in thousands): December 3-30, 2021 Net revenue $ 4,317 Gross margin $ 3,156 Net income $ 560

RELATED PARTY TRANSACTIONS

RELATED PARTY TRANSACTIONS	9 Months Ended	12 Months Ended
	Sep. 30, 2022	Dec. 31, 2021
RELATED PARTY TRANSACTIONS	12. RELATED PARTY TRANSACTIONS The Compan y provides services to its joint ventures, ModCloth and IPCO under Master Services agreements (“MSA”), which were entered into on April 25, 2021 and December 31, 2021, respectively. Sales under the MSA to ModCloth and IPCO were equal to $4.4 million and $4.9 million, respectively, during the nine months ended September 30, 2022. In addition, the Company sold inventory to IPCO for $0.6 million during the nine months ended September 30, 2022, which such amount is included in net revenue to related parties in the condensed consolidated statement of operations. As of September 30, 2022 and December 31, 2021, the Company had receivables from ModCloth of $7.7 million and $5.3 million, respectively, which were included in related party receivables on the condensed consolidated balance sheets. As of September 30, 2022, the Company had payables to IPCO of $0.2 million, which was included in related party payables on the condensed consolidated balance sheets. Durin g the second quarter of 2022, the Company issued a portion of the Promissory Notes described in Note 7 to certain principal owners and members of management of the Company which have been identified as related parties. The Company received proceeds in connection with the Promissory Notes to related parties of $2.0 million at issuance of which $0.2 million was allocated to the Promissory Note Warrants. The Company paid $3.1 million to settle the Promissory Notes at the closing of the Business Combination. O co-chief
Nogin Inc [Member]
RELATED PARTY TRANSACTIONS		14. RELATED PARTY TRANSACTIONS T he Company provides services to its joint ventures, ModCloth and IPCO under Master Services Agreements, which were entered into on April 25, 2021 and December 31, 2021, respectively. Sales to ModCloth represented $8.1 million of revenue during the twelve months ended December 31, 2021. Sales to IPCO on December 31, 2021 were not material. As of December 31, 2021, receivables from ModCloth of $5.3 million were included in related party receivables, net on the consolidated balance sheets.

REVENUE

REVENUE	9 Months Ended	12 Months Ended
	Sep. 30, 2022	Dec. 31, 2021
REVENUE	13. REVENUE Disaggregation of Revenue The Company has five major streams of revenue. CaaS service revenue, product revenue and shipping revenue are considered transferred to customers at the point of sale. Marketing and other revenue (other than B2C fulfillment services for rental space) are considered transferred to customers when services are performed. Thus, these revenues streams are recognized at a point in time. B2C fulfillment services for rental space is recognized over time. The following table presents a disaggregation of the Company’s revenues by revenue source for the nine months ended September 30, 2022 and 2021 (in thousands): Three Months ended Nine Months ended 2022 2021 2022 2021 Commerce-as-a-Service $ 5,422 $ 4,409 $ 15,729 $ 13,791 Product sales revenue 8,645 15,224 29,401 19,739 Marketing revenue 3,417 4,319 11,104 13,127 Shipping revenue 2,574 1,583 6,688 4,405 Other revenue 916 1,412 3,600 4,159 Total revenue $ 20,974 $ 26,947 $ 66,522 $ 55,221
Nogin Inc [Member]
REVENUE		15. REVENUE Disaggregation of Revenue The Company has four major streams of revenue. CaaS service revenue, product revenue and shipping revenue are considered transferred to customers at the point of sale. Marketing and other revenue (other than B2C fulfillment services for rental space) are considered transferred to customers when services are performed. Thus, these revenues streams are recognized at a point in time. B2C fulfillment services for rental space is recognized over time. The following table presents a disaggregation of the Company’s revenues by revenue source for the year ended December 31, 2021, 2020 and 2019 (in thousands): For Years Ended December 31, 2021 2020 2019 Commerce-as-a-Service Revenue $ 19,830 $ 20,227 $ 22,460 Product Sales Revenue 51,346 — — Marketing Revenue 19,249 14,142 10,177 Shipping Revenue 7,030 5,363 3,535 Other Revenue 3,893 5,785 4,782 Total Revenue $ 101,348 $ 45,517 40,954

SEGMENT REPORTING

SEGMENT REPORTING	9 Months Ended	12 Months Ended
	Sep. 30, 2022	Dec. 31, 2021
SEGMENT REPORTING	14. SEGMENT REPORTING The Company conducts business domestically and our revenue is managed on a consolidated basis. Our Co-Chief All of the Company’s long-lived assets and external customers are located within the United States.
Nogin Inc [Member]
SEGMENT REPORTING		16. SEGMENT REPORTING The Company conducts business domestically and our revenue is managed on a consolidated basis. Our Chief Executive Officer, who is our Chief Operating Decision Maker, reviews financial information presented on a consolidated basis for purposes of allocating resources and evaluating financial performance. There are no segment managers who are held accountable for operations, operating results, and plans for levels, components, or types of products or services below the consolidated unit level. Accordingly, the Company is considered to be a single reportable segment. All of the Company’s long-lived assets and external customers are located within the United States.

EARNINGS PER SHARE

EARNINGS PER SHARE	9 Months Ended	12 Months Ended
	Sep. 30, 2022	Dec. 31, 2021
EARNINGS PER SHARE	15. EARNINGS PER SHARE Basic and diluted net income (loss) per share are computed using the two-class Three Months ended Nine Months ended (In thousands, except share and per share 2022 2021 2022 2021 Numerator: Basic EPS Net (loss) income $ (28,896 ) $ (251 ) $ (49,812 ) $ 2,074 Less: Undistributed earnings attributable to participating securities — — — (581 ) Net (loss) income attributable to common stockholders-basic $ (28,896 ) $ (251 ) $ (49,812 ) $ 1,493 Denominator: Basic EPS Weighted average shares of common stock outstanding-basic 49,921,209 39,621,946 43,092,760 39,621,946 Net (loss) income per share attributable to common stock-basic $ (0.58 ) $ (0.01 ) $ (1.16 ) $ 0.04 Three Months ended Nine Months ended (In thousands, except share and per share 2022 2021 2022 2021 Numerator: Diluted EPS Net income (loss) attributable to common stockholders-diluted $ (28,896 ) $ (251 ) $ (49,812 ) $ 1,493 Denominator: Diluted EPS Adjusted weighted average shares of common stock outstanding-basic 49,921,209 39,621,946 43,092,760 39,621,946 Dilutive potential shares of common stock: Options to purchase shares of common stock — — — 728,284 Warrants to purchase shares of common stock — — — 546,049 Weighted average shares of common stock outstanding-diluted 49,921,209 39,621,946 43,092,760 40,896,279 Net income (loss) per share attributable to common stock-diluted $ (0.58 ) $ (0.01 ) $ (1.16 ) $ 0.04 The Company’s potentially dilutive securities below, have been excluded from the computation of diluted net loss per share as they would be anti-dilutive. Weighted-average number of potentially anti-dilutive shares excluded from calculation of dilutive earnings per share Three Months ended Nine Months ended 2022 2021 2022 2021 Series A convertible, redeemable preferred shares 5,492,133 8,864,495 7,728,022 8,864,495 Series B convertible, redeemable preferred shares 3,924,419 6,334,150 5,522,080 6,334,150 Stock-based compensation awards 1,927,862 — 2,419,681 — Legacy Nogin Warrants 472,624 — 572,779 — PIPE Warrants 531,246 — 179,028 — SWAG Warrants 8,136,240 — 2,741,883 — Shares Underlying Convertible Notes 2,166,825 — 730,212 —
Nogin Inc [Member]
EARNINGS PER SHARE		17. EARNINGS PER SHARE Bas two-class Twelve Months ended December 31, (In thousands, except share and per share 2021 2020 2019 Numerator: Basic EPS Net loss $ (65 ) $ (1,140 ) $ — Less: Undistributed earnings attributable — — — Net loss attributable to common $ (65 ) $ (1,140 ) $ — Denominator: Basic EPS Weighted average shares of common 39,621,946 39,621,946 39,621,946 Net loss per share attributable to $ (0.00 ) $ (0.03 ) $ — Numerator: Diluted EPS Net loss attributable to common $ (65 ) $ (1,140 ) $ — Denominator: Diluted EPS Weighted average shares of common 39,621,946 39,621,946 39,621,946 Dilutive potential shares of common Options to purchase shares of — — — Warrants to purchase shares of — — — Weighted average shares of common 39,621,946 39,621,946 39,621,946 Net loss per share attributable to $ (0.00 ) $ (0.03 ) $ — The Company’s potentially dilutive securities below, have been excluded from the computation of diluted net loss per share as they would be anti-dilutive. Weighted-average number of potentially anti-dilutive shares excluded from calculation of earnings per share Twelve Months ended December 31, 2021 2020 2019 Series A convertible, redeemable preferred shares 2,042,483 2,042,483 2,042,483 Series B convertible, redeemable preferred shares 1,459,462 1,459,562 1,459,562

MEZZANINE EQUITY AND SHAREHOLDE

MEZZANINE EQUITY AND SHAREHOLDERS' DEFICIT	9 Months Ended
	Sep. 30, 2022
Equity [Abstract]
MEZZANINE EQUITY AND SHAREHOLDERS' DEFICIT	16. MEZZANINE EQUITY AND SHAREHOLDERS’ DEFICIT Significant changes in the Company’s mezzanine equity and shareholders’ deficit during the nine months ended September 30, 2022 were as follows: Common Stock Subse quent to the Business Combination, the Company authorized up to 500 million shares of common stock with a par value of $0.0001 per share. Each share of common stock entitles the shareholder to one vote. Preferred Stock As par paid-in Subsequen t to the Business Combination, the Company is authorized to issue 50 million shares of preferred stock with a par value of $0.0001 per share. There were no shares of preferred stock issued and outstanding as of September 30, 2022.

COMMITMENTS AND CONTINGENCIES

COMMITMENTS AND CONTINGENCIES	9 Months Ended	12 Months Ended
	Sep. 30, 2022	Dec. 31, 2021
COMMITMENTS AND CONTINGENCIES	17. COMMITMENTS AND CONTINGENCIES Operating Leases The Company has entered into lease agreements for offices and warehouses located in California. A s of September 30, 2022, the monthly lease payments for the leases range from approximately $36 thousand to approximately $124 thousand and the leases expire at various times through November 2028. Some of the leases contain renewal options. Minimum rent payments under all operating leases are recognized on a straight-line basis over the term of the lease including any periods of free rent, and any difference between rental payments and straight-line is recognized as deferred rent in the accompanying condensed consolidated balance sheet. Ren t expense for the nine months ended September 30, 2022 and 2021 was approximately $4.1 million and $2.7 million, respectively, and is included in general and administrative expenses in the condensed consolidated statements of operations. I n July 2018, the Company assumed the operating lease for office space of the entity with which an asset purchase agreement (APA) was executed. The monthly lease payment is $75 thousand and expires in May 2023. The future minimum lease payments are included in the table below. The Company subleased the office space to a third-party in December 2018 for approximately $87 thousand per month. The sublease agreement will expire in May 2023. Future rental income is approximately $1.0 million for 2022 and approximately $435 thousand for 2023. Future minimum lease payments under non-cancelable As of September 30, 2022 2022 (remaining payments) $ 570 2023 1,272 2024 873 2025 900 2026 927 Thereafter 1,853 Total minimum lease payments $ 6,395 Litigation In the ordinary course of business, the Company may face various claims brought by third parties and the Company may, from time to time, make claims or take legal actions to assert its rights, including intellectual property disputes, contractual disputes, and other commercial disputes. Any of these claims could subject the Company to litigation. As of September 30, 2022 there are no claims that would cause a material impact on the condensed consolidated financial statements. Indemnities The Company’s directors and officers agreements require us, among other things, to indemnify the director or officer against specified expenses and liabilities, such as attorneys’ fees, judgments, fines and settlements, paid by the individual in connection with any action, suit or proceeding arising out of the individual’s status or service as our director or officer, other than liabilities arising from willful misconduct or conduct that is knowingly fraudulent or deliberately dishonest, and to advance expenses incurred by the individual in connection with any proceeding against the individual with respect to which the individual may be entitled to indemnification by the Company. The Company also indemnifies its lessor in connection with its facility lease for certain claims arising from the use of the facilities. These indemnities do not provide for any limitation of the maximum potential future payments the Company could be obligated to make. Historically, the Company has not incurred any payments for these obligations and, therefore, no liabilities have been recorded for these indemnities in the accompanying condensed consolidated balance sheets.
Nogin Inc [Member]
COMMITMENTS AND CONTINGENCIES		18. COMMITMENTS AND CONTINGENCIES Operating Leases The Company has entered into lease agreements for offices and warehouses located in California. As of December 31, 2021, the monthly lease payments for the leases range from approximately $35 thousand to approximately $82 thousand and the leases expire at various times through November 2028. Some of the leases contain renewal options. Minimum rent payments under all operating leases are recognized on a straight-line basis over the term of the lease including any periods of free rent, and any difference between rental payments and straight-line is recognized as deferred rent in the accompanying consolidated balance sheet. Rent expense for the years ended December 31, 2021, 2020 and 2019 was approximately $4.0 million, $2.8 million and $2.0 million, respectively, and is included in general and administrative expenses in the consolidated statements of operations. In July 2018, the Company assumed the operating lease for office space of the entity with which an asset purchase agreement (APA) was executed. The monthly lease payment is $75 thousand and expires in May 2023. The future minimum lease payments are included in the table below. The Company subleased the office space to a third-party in December 2018 for approximately $87 thousand per month. The sublease agreement will expire in May 2023. Future rental income is as follows: approximately $1.0 million per year during 2021 – 2022 and approximately $435 thousand in 2023. Future minimum lease payments under non-cancelable As of December 31, 2021 2022 $ 3,017 2023 1,272 2024 873 2025 900 2026 927 Thereafter 1,853 Total minimum lease payments $ 8,842 Litigation In the ordinary course of business, the Company may face various claims brought by third parties and the Company may, from time to time, make claims or take legal actions to assert its rights, including intellectual property disputes, contractual disputes, and other commercial disputes. Any of these claims could subject the Company to litigation. As of December 31, 2021 there are no claims that would cause a material impact on the consolidated financial statements. Indemnities The Company’s directors and officers agreements require us, among other things, to indemnify the director or officer against specified expenses and liabilities, such as attorneys’ fees, judgments, fines and settlements, paid by the individual in connection with any action, suit or proceeding arising out of the individual’s status or service as our director or officer, other than liabilities arising from willful misconduct or conduct that is knowingly fraudulent or deliberately dishonest, and to advance expenses incurred by the individual in connection with any proceeding against the individual with respect to which the individual may be entitled to indemnification by the Company. The Company also indemnifies its lessor in connection with its facility lease for certain claims arising from the use of the facilities. These indemnities do not provide for any limitation of the maximum potential future payments the Company could be obligated to make. Historically, the Company has not incurred any payments for these obligations and, therefore, no liabilities have been recorded for these indemnities in the accompanying consolidated balance sheets.

SUBSEQUENT EVENTS

SUBSEQUENT EVENTS	9 Months Ended	12 Months Ended
	Sep. 30, 2022	Dec. 31, 2021
SUBSEQUENT EVENTS	18. SUBSEQUENT EVENTS On December 1, 2022, Tiger Capital assigned its interest in Modcloth to the Company for $1.5 million, at which point Modcloth became a fully owned subsidiary of the Company. In addition, the Company paid the remaining balance of approximately $1 million on the inventory financing arrangement between Modcloth and Tiger Capital.
Nogin Inc [Member]
SUBSEQUENT EVENTS		19. SUBSEQUENT EVENTS In the second quarter of 2022, the Company entered into promissory notes with various internal investors in exchange for cash of $7.0 million. The notes have terms of one-year and bear per annum interest at the rate of 7.75% plus then current prime rate of 3.5%. The Company is required to make nine interest-only payments, followed by three principal payments. Principal balance is due the earliest of closing of the transaction (note 1), other early repayment or refinance of debt, private convertible note or equity financing or the maturity date of May 2023. In connection with the promissory notes, the Company issued warrants (“promissory note warrants”) to purchase up to 31,024 shares of fully diluted common stock of the Company at an exercise price of $0.01 per share. The promissory notes were repaid at the closing of the Business Combination and the warrants were converted into a number of shares of the Company’s common stock. In July 2022, the Company amended the Note Agreement to borrow an additional $3 million from the . The promissory notes were repaid at the closing of the Business Combination. In July 2022, the beneficiary to the letter of credit issued against the line of credit (Note 6) exercised the right to draw on the line, which increased the amount owed on the line of credit by $3 million. The line of credit was repaid at the closing of the Business Combinatio n . On December 1, 2022, Tiger Capital assigned its interest in Modcloth to the Company for $1.5 million, at which point Modcloth became a wholly owned subsidiary of the Company. In addition, the Company paid the remaining balance of approximately $1 million on the inventory financing arrangement between Modcloth and Tiger Capital.

SUMMARY OF SIGNIFICANT ACCOUN_2

SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Policies)	9 Months Ended	12 Months Ended
	Sep. 30, 2022	Dec. 31, 2021
Basis of Presentation	Basis of Presentation The accompanying unaudited condensed 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 financial statements should be read in conjunction with the Company’s Consolidated Financial Statements for the year ended December 31, 2021, which are included in the Company’s registration statement on Form S-1
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. 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 financial statements in conformity with U.S. GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities, and the reported amounts of revenue and expenses during the reporting period. The Company prepared these estimates based on the most current and best available information, but actual results could differ materially from these estimates and assumptions. Significant estimates and assumptions reflected in the financial statements include, but are not limited to, the allowance for credit losses and revenue recognition, including variable consideration for estimated reserves for returns and other allowances. Management bases its estimates on historical experience and on assumptions that it believes to be reasonable under the circumstances, the results of which form the basis for making judgements about the carrying value of assets and liabilities that are not readily apparent from other sources.
Income Taxes	Income Taxes The Company follows the asset and liability method of accounting for income taxes under ASC Topic 740, “Income Taxes” (ASC 740). Deferred tax assets and liabilities are recognized for the estimated future tax consequences attributable to differences between the financial statements 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 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 to be sustained upon examination by taxing authorities. The Company recognizes accrued interest and penalties related to unrecognized tax benefits as income tax expense. There were no unrecognized tax benefits and no amounts accrued for interest and penalties as of September 30, 2022. The Company is currently not aware of any issues under review that could result in significant payments, accruals or material deviation from its position. The Company is subject to income tax examinations by major taxing authorities since its inception.
Concentration of Risk	Concentration of Risks Credit Risk Financial instruments that potentially subject the Company to significant concentrations of credit risk consist primarily of cash, restricted cash and accounts receivables. The Company maintains cash balances at financial institutions. Amounts on deposit at these institutions are secured by the Federal Deposit Insurance Corporation (“FDIC”). At various times, the Company has had bank deposits in excess of the FDIC’s insurance limit. The Company has not experienced any losses in its cash accounts to date. Management believes that the Company is not exposed to any significant credit risk with respect to its cash. The Company performs ongoing credit evaluations of its customers and generally does not require collateral. As of September 30, 2022, receivables from two customers amounted to $0.7 million (or 8% of accounts receivable) and $7.7 million (or 80% of accounts receivable). As of December 31, 2021, receivables from two customers amounted to $1.1 million (or 15% of accounts receivable) and $5.4 million (or 73% of accounts receivable). Major Customers For the nine months ended September 30, 2022, revenue from three customers amounted to $21.3 million (or 32% of total revenue), $9.6 million (or 14% of total revenue), and $6.2 million (or 9% of total revenue). For the nine months ended September 30, 2021, revenue from three customer amounted to $14.1 million (or 25% of total revenue), $10.8 million (or 19% of total revenue), and $7.1 million (or 13% of total revenue). Major Suppliers For , , three vendors accounted for $ million (or % of total operating expense purchases), $ million (or % of total operating expense purchases) and $ million (or % of total operating expense purchases). For the nine months ended September , , three vendors accounted for $ million (or % of total operating expense purchases), $ million (or % of total operating expense purchases) and $ million (or % of total operating expense purchases). Warrants The Company accounts for warrants as either equity-classified or liability-classified instruments based on an assessment of the warrant’s specific terms and applicable authoritative guidance in FASB ASC 480 and ASC Topic 815, “Derivatives and Hedging” (“ASC 815”). The assessment considers whether the warrants are freestanding financial instruments pursuant to ASC 480, meet the definition of a liability pursuant to ASC 480, and whether the warrants meet all of the requirements for equity classification under ASC 815, including whether the warrants are indexed to the Company’s own shares of common stock, among other conditions for equity classification. This assessment, which requires the use of professional judgment, is conducted at the time of warrant issuance and as of each subsequent quarterly period end date while the warrants 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
Recent Accounting Standards	Recent Accounting Pronouncements In February 2016, the FASB issued ASU 2016-02, right-of In June 2016, the FASB issued ASU 2016-13, 2018-19, 2016-13. In December 2019, the Financial Accounting Standards Board (“FASB”) issued Accounting Standards Update (“ASU”) 2019-12, step-up 2019-12 In August 2020, the Financial Accounting Standards Board (“FASB”) issued Accounting Standards Update (“ASU”) 2020-06 470-20) 815-40): The ASU also simplifies the diluted earnings per share (EPS) calculation in certain areas. ASU 2020-06 2020-06 Other recently issued accounting standards are not expected to have a material effect on the Company’s financial statements.
Liquidity	Liquidity Our primary requirements for liquidity and capital are working capital, inventory management, capital expenditures, public company costs and general corporate needs. We expect these needs to continue as we develop and grow our business. Prior to the Business Combination, the Company’s available liquidity and operations were financed through equity contributions, line of credit, promissory notes and cash flow from operations. Subsequent to the Business Combination, the Company expects to fund operations through equity contributions and cash flow from operations. In the third quarter of 2022, the impacts from the Company’s inventory purchases, which began in 2021, were adversely affected by supply chain challenges which have led to lower revenue and cash flow from operating activities. To address the resulting cash flow challenges, the Company has implemented a comprehensive cost reduction and performance improvement program, including reduced headcount and elimination of certain discretionary and general and administrative expenses. As of September 30, 2022, we had cash and restricted cash of $15.8 million and $1.5 million, respectively, which consists of amounts held as bank deposits. The Company believes its existing cash and restricted cash, together with the cash we expect to generate from future operations, will be sufficient to support working capital and capital expenditure requirements for at least the next twelve months. The Company believes it has the ability to continue as a going concern. However, because we are in the growth stage of our business and operate in an emerging field of technology, we expect to continue to invest in research and development and expand our sales and marketing teams worldwide. We are likely to require additional capital to respond to technological advancements, competitive dynamics or technologies, customer demands, business opportunities, challenges, acquisitions or unforeseen circumstances and in either the short-term or long-term may determine to engage in equity or debt financings or enter into credit facilities for other reasons. If we are unable to obtain adequate financing or financing on terms satisfactory to us, when we require it, our ability to continue to grow or support our business and to respond to business challenges could be significantly limited. In particular, the widespread COVID-19 continue significant
COVID-19 Pandemic	COVID-19 In March 2020, the World Health Organization declared the COVID-19 COVID-19, COVID-19 COVID-19 COVID-19
Accounts Receivable	Accounts Receivable The allowance for doubtful accounts was $425 thousand as of September 30, 2022 and $406 thousand as of December 31, 2021.
Inventory	Inventory Inventory
Revenue Recognition	Revenue Recognition Revenue is accounted for using Financial Accounting Standards Board (“FASB”) Accounting Standards Codification (“ASC”) Topic 606, Revenue from Contracts with Customers. In accordance with ASC Topic 606, the Company recognizes revenue when control of the promised goods or services is transferred to the Company’s customers, in an amount that reflects the consideration it expects to be entitled to in exchange for those goods or services. The Company determines revenue recognition through the following steps: • Identification of a contract with a customer, • Identification of the performance obligations in the contract, • Determination of the transaction price, • Allocation of the transaction price to the performance obligations in the contract, and • Recognition of revenue when or as the performance obligations are satisfied. A performance obligation is a promise in a contract to transfer a distinct product. Performance obligations promised in a contract are identified based on the goods that will be transferred that are both capable of being distinct and are distinct in the context of the contract, whereby the transfer of the goods is separately identifiable from other promises in the contract. Performance obligations include establishing and maintaining customer online stores, providing access to the Company’s e-commerce The Company has concluded the sale of goods and related shipping and handling on behalf of our customers are accounted for as a single performance obligation, while the expenses incurred for actual shipping charges are included in cost of sales. The Company’s revenue is mainly commission fees derived from contractually committed gross revenue processed by customers on the Company’s e-commerce CaaS Revenue is recognized on a net basis from maintaining e-commerce Variable consideration is included in revenue for potential product returns. The Company uses an estimate to constrain revenue for the expected variable consideration at each period end. The Company reviews and updates its estimates and related accruals of variable consideration each period based on the terms of the agreements, historical experience, and expected levels of returns. Any uncertainties in the ultimate resolution of variable consideration due to factors outside of the Company’s influence are typically resolved within a short timeframe therefore not requiring any additional constraint on the variable consideration. The estimated reserve for returns is included on the balance sheet in accrued expenses with changes to the reserve in revenue on the accompanying statement of operations. The reserve for returns as of September 30, 2022 w as $0.7 million and as of December 31, 2021 was $1.8 million. In most cases the Company acts as the merchant of record, resulting in a due to client liability (discussed below). However, in some instances, the Company may perform services without being the merchant of record in which case there is a receivable from the customer. Payment terms and conditions are generally consistent for customers, including credit terms to customers ranging from seven days to 60 days, and the Company’s contracts do not include any significant financing component. The Company performs credit evaluations of customers and evaluates the need for allowances for potential credit losses based on historical experience, as well as current and expected general economic conditions. Sales taxes collected from customers and remitted to governmental authorities are accounted for on a net basis and, therefore, are excluded from net revenue in the condensed consolidated statements of operations.
Commerce as a Service	Commerce as a Service As noted above, the Company’s main revenue stream is CaaS revenue in which it receives commission fees derived from contractually committed gross revenue processed by customers on the Company’s e-commerce e-commerce
Product sales	Product sales Under two licensee agreements, the Company is the owner of inventory and reseller of record. As a result, the Company is the principal in sales to end customers and records these revenues on a gross basis at a point in time.
Fulfillment services	Fulfillment services Revenue for business-to-business
Marketing services	Marketing services Revenue for marketing services is recognized on a gross basis as marketing services are complete. Performance obligations include providing marketing and program management such as procurement and implementation.
Shipping services	Shipping services Revenue for shipping services is recognized on a gross basis as shipments are completed and products are shipped to end customers.
Set up and implementation services	Set up and implementation services The Company provides set up and implementation services for new clients. The revenue is recognized on a gross basis at the completion of the service, with the unearned amounts received for incomplete services recorded as deferred revenue, if any.
Other services	Other services Revenue for other services such as photography, business to customer (“B2C”) fulfillment, customer service, development and web design are reimbursable costs and recognized on the gross basis, and are services rendered as part of the performance obligations to clients for which an online platform and online orders are managed. All reimbursable costs are the responsibility of the Company
Cost Of Services	Cost of services Cost of services reflects costs directly related to providing services under the master service agreements with customers, which primarily includes service provider costs directly related to processing revenue transactions, marketing expenses and shipping and handling expenses which correspond to marketing and shipping revenues, as well as credit card merchant fees. Cost of services is exclusive of depreciation and amortization and general salaries and related expenses.
Cost of product revenue	Cost of product revenue Cost of product revenue reflects costs directly related to selling inventory acquired from select clients, which primarily includes product cost, warehousing costs, fulfillment costs, credit card merchant fees and third-party royalty costs. Cost of product revenue is exclusive of depreciation and amortization and general salaries and related expenses.
Nogin Inc [Member]
Basis of Presentation		Basis of Presentation and Principals of Consolidation The accompanying consolidated financial statements are presented in accordance with accounting principles generally accepted in the United States of America (“U.S. GAAP”) and pursuant to the rules and regulations of the Securities and Exchange Commission (“SEC”). The consolidated financial statements include the accounts of Nogin, Inc. (“Nogin” or “Company”) consolidated with the accounts of all its subsidiaries and affiliates in which Nogin holds controlling financial interests as of the financial statement date.
Use of Estimates		Use of Estimates The preparation of financial statements in conformity with U.S. GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities, and the reported amounts of revenue and expenses during the reporting period. The Company prepared these estimates based on the most current and best available information, but actual results could differ materially from these estimates and assumptions. Significant estimates and assumptions reflected in the financial statements include, but are not limited to, the allowance for credit losses and revenue recognition, including variable consideration for estimated reserves for returns and other allowances. Management bases its estimates on historical experience and on assumptions that it believes to be reasonable under the circumstances, the results of which form the basis for marking judgements about the carrying value of assets and liabilities that are not readily apparent from other sources.
Income Taxes		Income Taxes The Company is subject to federal and state corporate income taxes on its taxable income. The Company accounts for income taxes using the asset and liability method on a legal entity and jurisdictional basis, under which the Company recognizes the amount of taxes payable or refundable for the current year and deferred tax assets and liabilities for the future tax consequences of events that have been recognized in the Company’s financial statements or tax returns. The Company’s calculation relies on several factors, including pre-tax Deferred income tax assets and liabilities are adjusted for the effects of changes in tax laws and rates on the date of enactment. The major component comprising deferred income tax assets and liabilities is net operating loss. The guidance requires that the Company determine whether the benefits of tax positions are “more likely than not” of being sustained upon audit based on the technical merits of the tax position. For tax positions that are more likely than not of being sustained upon audit, the Company recognizes the largest amount of the benefit that is more likely than not of being sustained in the financial statements. For tax positions that are not more likely than not of being sustained upon audit, the Company does not recognize any portion of the benefit in the financial statements. Additionally, the interpretation provides guidance on derecognition, classification, interest and penalties, disclosures, and transition. As of December 31, 2021, 2020 and 2019, the Company had no accruals for potential losses related to uncertain tax positions. The Company is subject to routine audits by taxing jurisdictions. The Company’s tax returns are subject to examination by U.S. Federal, state and foreign taxing jurisdictions. The Company regularly assess the potential outcomes of these examinations and any future examinations for the current or prior years. The Company recognizes tax benefits from uncertain tax positions only if (based on the technical merits of the position) it is more likely than not that the tax positions will be sustained on examination by the tax authority. The Company adjusts these tax liabilities, including related interest and penalties, based on the current facts and circumstances. The Company reports tax-related r 31, and tax returns are currently under audit by the IRS. The Company does not believe any significant impacts will result from the audit.
Concentration of Risk		Concentration of Risks Credit Risk Financial instruments that potentially subject the Company to significant concentrations of credit risk consist primarily of cash and cash equivalents, restricted cash and equity method investments. The Company maintains cash balances at financial institutions. Amounts on deposit at these institutions are secured by the Federal Deposit Insurance Corporation (“FDIC”) insurance limit. At various times, the Company has had bank deposits in excess of the FDIC’s insurance limit. The Company has not experienced any losses in its cash accounts to date. Management believes that the Company is not exposed to any significant credit risk with respect to its cash. The Com pany performs ongoing credit evaluations of its customers and generally does not require collateral. As of December 31, 2021, receivables from two customers amounted to $1.1 million or 15% and $5.4 million or 73% of accounts receivable. As of December 31, 2020, receivables from two customers amounted to $1.4 million or 45% and $1 million or 30% of accounts receivable. Major Customers Fo r the year ended December 31, 2021 revenue from three customers amounted to $9.9 million or 10%, $22.2 million or 22%, and $30.4 million or 30% of total revenue. For the year ended December 31, 2020 revenue from three customer amounted to $6.0 million or 13%, $6.5 million or 14%, and $6.3 million or 14% of total revenue. Major Suppliers Fo r the year ended December 31, 2021, two vendors accounted for $9.5 million or 17% and $6.4 million or 12% of total purchases. For the year ended December 31, 2020, two vendors accounted for $4.5 million or 16% and $4.2 million or 15% of total purchases.
Recent Accounting Standards		Recent Accounting Pronouncements In February 2016, the FASB issued ASU 2016-02, right-of In June 2016, the FASB issued ASU 2016-13, expected credit losses on financial instruments and other commitments to extend credit held by a reporting entity at each reporting date. The amendments in this update replace the existing guidance of incurred loss impairment methodology with an approach that reflects expected credit losses and requires consideration of a broader range of reasonable and supportable information to inform credit loss estimates. In November 2018, the FASB issued ASU 2018-19, 2016-13. In December 2019, the Financial Accounting Standards Board (“FASB”) issued Accounting Standards Update (“ASU”) 2019-12, step-up 2019-12 In August 2020, the Financial Accounting Standards Board (“FASB”) issued Accounting Standards Update (“ASU”) 2020-06 470-20) 815-40): The ASU also simplifies the diluted earnings per share (EPS) calculation in certain areas. ASU 2020-06 2020-06 Other recently issued accounting standards are not expected to have a material effect on the Company’s financial statements.
Liquidity		Liquidity The Company’s financial statements have been prepared by management on the basis that the Company will continue as a going concern, which contemplates the realization of assets and satisfaction of liabilities in the normal course of business. As a result, these financial statements do not include any adjustments that might result from the outcome of going concern uncertainty. The Company has $ million available under its line of credit which matures on . Historically, the Company has financed its operations through issuances of equity securities, revenues from services, and borrowings under its credit agreements. The Company’s principal liquidity requirements are to meet working capital needs, make debt service payments, and fund capital expenditures. The Company’s management believes even with the impacts of the global novel coronavirus (“COVID-19”)
COVID-19 Pandemic		COVID-19 In March 2020, the World Health Organization declared the COVID-19 COVID-19, COVID-19 COVID-19 COVID-19
Accounts Receivable		Accounts Receivable, Net Accounts receivable are recorded at the invoiced amount, do not bear interest, and primarily represent receivables from consumers and credit card receivables from merchant processors, after performance obligations have been fulfilled. The Company maintains an allowance for credit losses, as deemed necessary, for estimated losses inherent in its accounts receivable portfolio. In estimating this reserve, management considers historical losses adjusted to take into account current market conditions and customers’ financial condition, the amount of receivables in dispute, and the current receivables aging and current payment patterns. Account balances are charged off against the allowance after all means of collection have been exhausted and the potential for recovery is considered remote. The Company does not have any customers with off-balance-sheet The reserve for credit losses as of December 31, 2021 and 2020, consisted of the following (in thousands): As of December 31, 2021 2020 Balance at beginning of period $ 428 $ 379 Additions to allowance for credit losses 433 437 Cash receipts — — Write-offs (455 ) (388 ) Balance at end of period $ 406 $ 428
Inventory		Inventory Inventory is stated at the lower of cost or net realizable value and consists entirely of finished goods purchased for resale. Cost is determined using the first-in, first-out T
Revenue Recognition		Revenue Recognition Revenue is accounted for using Financial Accounting Standards Board (“FASB”) Accounting Standards Codification (“ASC”) Topic 606, Revenue from Contracts with Customers. In accordance with ASC Topic 606, the Company recognizes revenue when control of the promised goods or services is transferred to the Company’s customers, in an amount that reflects the consideration it expects to be entitled to in exchange for those goods or services. The Company determines revenue recognition through the following steps: • Identification of a contract with a customer, • Identification of the performance obligations in the contract, • Determination of the transaction price, • Allocation of the transaction price to the performance obligations in the contract, and • Recognition of revenue when or as the performance obligations are satisfied. A performance obligation is a promise in a contract to transfer a distinct product. Performance obligations promised in a contract are identified based on the goods that will be transferred that are both capable of being distinct and are distinct in the context of the contract, whereby the transfer of the goods is separately identifiable from other promises in the contract. Performance obligations include establishing and maintaining customer online stores, providing access to the Company’s e-commerce The Company has concluded the sale of goods and related shipping and handling on behalf of our customers are accounted for as a single performance obligation, while the expenses incurred for actual shipping charges are included in cost of sales. The Company’s revenue is mainly commission fees derived from contractually committed gross revenue processed by customers on the Company’s e-commerce CaaS Revenue is recognized on a net basis from maintaining e-commerce Variable consideration is included in revenue for potential product returns. The Company uses an estimate to constrain revenue for the expected variable consideration at each period end. The Company reviews and updates its estimates and related accruals of variable consideration each period based on the terms of the agreements, historical experience, and expected levels of returns. Any uncertainties in the ultimate resolution of variable consideration due to factors outside of the Company’s influence are typically resolved within a short timeframe therefore not requiring any additional constraint on the variable consideration. The estimated reserve for returns is included on the balance sheet in accrued expenses with changes to the reserve in revenue on the accompanying statement of operations. The reserve for returns as of December 31, 2021 and 2020, consisted of the following (in thousands): As of December 31, 2021 2020 Balance at beginning of period $ 598 $ 350 Additions to the reserve 1,559 598 Deductions from the reserve (318 ) (350 ) Balance at end of period $ 1,839 $ 598 In most cases the Company acts as the merchant of record, resulting in a due to client liability (discussed below). However, in some instances, the Company may perform services without being the merchant of record in which case there is a receivable from the customer. Payme nt terms and conditions are generally consistent for customers, including credit terms to customers ranging from seven days to 60 days , and the Company’s contracts do not include any significant financing component. The Company performs credit evaluations of customers and evaluates the need for allowances for potential credit losses based on historical experience, as well as current and expected general economic conditions. Sales taxes collected from customers and remitted to gove rn ed f
Commerce as a Service		Commerce as a Service As noted above, the Company’s main revenue stream is “Commerce as a Service” revenue in which it receives commission fees derived from contractually committed gross revenue processed by customers on the Company’s e-commerce e-commerce
Product sales		Product sales Under one of the Company’s Master Services Agreements, the Company is the owner of inventory and reseller of record. As a result, the Company is the principal in sales to end customers and records these revenues on a gross basis at a point in time.
Fulfillment services		Fulfillment services Revenue for business-to-business
Marketing services		Marketing services Revenue for marketing services is recognized on a gross basis as marketing services are complete. Performance obligations include providing marketing and program management such as procurement and implementation.
Shipping services		Shipping services Revenue for shipping services is recognized on a gross basis as shipments are completed and products are shipped to end customers.
Set up and implementation services		Set up and implementation services The Company provides set up and implementation services for new clients. The revenue is recognized on a gross basis at the completion of the service, with the unearned amounts received for incomplete services recorded as deferred revenue, if any.
Other services		Other services Revenue for other services such as photography, business to customer (“B2C”) fulfillment, customer service, development and web design are reimbursable costs and recognized on the gross basis, and are services rendered as part of the performance obligations to clients for which an online platform and online orders are managed. All reimbursable costs are the responsibility of the Company as the Company uses such services to fulfill its performance obligations.
Cost Of Services		Cost of services Cost of services reflects costs directly related to providing services under the master service agreements with customers, which primarily includes service provider costs directly related to processing revenue transactions, marketing expenses and shipping and handling expenses which correspond to marketing and shipping revenues, as well as credit card merchant fees. Cost of services is exclusive of depreciation and amortization and general salaries and related expenses.
Cost of product revenue		Cost of product revenue Cost of product revenue reflects costs directly related to selling inventory acquired from select clients, which primarily includes product cost, warehousing costs, fulfillment costs, credit card merchant fees and third-party royalty costs. Cost of product revenue is exclusive of depreciation and amortization and general salaries and related expenses.
Fair Value Measurement		Fair Value Measurement The Company applies the provisions of Financial Accounting Standards Board (FASB) Accounting Standards Codification (ASC) 820, Fair Value Measurements and Disclosures The Company applies the provisions of ASC 820 to all financial assets and liabilities and non-financial The Company defines fair value is an exit price, representing the price that would be received to sell an asset or paid to transfer a liability in an orderly transaction between market participants at the measurement date. As such, fair value is a market-based measurement that should be determined based on assumptions that market participants would use in pricing an asset or liability. Fair value is estimated by applying the following hierarchy, which prioritizes the inputs used to measure fair value into three levels and bases the categorization within the hierarchy upon the lowest level of input that is available and significant to the fair value measurement: • Level 1 - • Level 2 - • Level 3 - In determining fair value, the Company utilized valuation techniques that maximize the use of observable inputs and minimize the use of unobservable inputs to the extent possible as well as considers counter party credit risk and nonperformance risk in its assessment of fair value. The carrying value of the Company’s short-term financial instruments, such as cash and cash equivalents, restricted cash, accounts receivable, notes payable, and accounts payable, approximate the fair value due to the immediate or short-term maturity of these instruments. The carrying value of the Company’s long-term debt approximates fair value as the interest rate on the Company’s secured credit facility and certain other debt has a variable component, which is reflective of the market.
Reclassifications		Reclassifications Ce rtain reclassifications have been made to the prior year’s consolidated balance sheets to conform to the December 31, 2021 presentation. The Company reclassified inventory of $137 thousand from prepaid expenses and other current assets to inventory as of December 31, 2020.
Cash		Cash Cash consists of cash on hand and cash in bank deposits.
Restricted Cash		Restricted Cash Restricted cash represents cash held as collateral for the Company’s purchases of certain inventory under one of the Company’s master services agreements. The collateral provides the Company with increased credit in order to purchase certain inventory. The funds can be released and available for use by the Company when it is determined the Company no longer needs the additional credit, and can subsequently request for the funds to be released.
Property and Equipment		Property and Equipment Property and equipment are recorded at cost and depreciated using the straight-line method over the estimated useful lives of the assets ranging from three to seven years. Maintenance and repairs are charged to expense as incurred. Renewals and improvements of a major nature that extend the life of the asset are capitalized. At the time of retirement or other disposition of property and equipment, the cost and accumulated depreciation or amortization are removed from the accounts and any resulting gains or losses are reflected in the accompanying statement of operations. Estimated Useful Life (Years) Furniture and fixtures 5 Computer equipment and software 3 to 7 Leasehold Improvement Lesser of economic useful life (typically 10 years) or original lease term The Company evaluates the carrying value of property and equipment for impairment whenever events or changes in circumstances indicate that the carrying amounts may not be recoverable. An asset is considered to be impaired when the forecasted undiscounted cash flows of an asset group are estimated to be less than its carrying value. The amount of impairment recognized is the difference between the carrying value of the asset group and its fair value. Fair value estimates are based on assumptions concerning the amount and timing of forecasted future cash flows. Indicators of impairment could include, among other factors, significant changes in the business environment, the planned closure of a facility, or deteriorations in operating cash flows. Considerable
Capitalized Software		Capitalized Software Th e costs related to establishing the technological feasibility of software are expensed as incurred as a part of research and development in general and administrative expenses. Costs that are incurred after technological feasibility is established are capitalized and amortized to general and administrative expenses over the estimated economic life of on The technological feasibility of software is established when the fundamental framework of the platform is created. Consideration to capitalize software development costs before this point is limited to the development costs of the software for which technological feasibility can be proven at an earlier stage. At each balance sheet date, the Company performs reviews to ensure that unamortized capitalized software costs remain recoverable from estimated future profits of the related software products.
Long-lived Assets		Long-lived Assets The Company reviews long-lived assets with finite lives for impairment upon the occurrence of certain events or circumstances that indicate the related amounts may be impaired. Assets to be disposed of are reported at the lower of the carrying amount or fair value less cost to sell. The Company reviews long-lived assets to be held-and-used
Investment in Unconsolidated Affiliates		Investment in Unconsolidated Affiliates Investmen ts for which the Company can exercise significant influence but does not have control are accounted for under the equity method unless the Company elects the fair value option of accounting. The Company’s current investment in unconsolidated affiliates as of December 31, 2021 relates to the joint ventures, ModCloth Partners LLC (“ModCloth”) and IPCO Holdings, LLC (“IPCO”), both of which the Company owns 50% and has elected the fair value option of accounting. Changes in the fair value of the joint ventures, which are inclusive of equity in income, are recorded as changes in fair value of unconsolidated affiliates in the consolidated statements of operations during the periods such changes occur. The joint ventures were determined to be variable interest entities as the equity investment at risk is not sufficient to permit the joint ventures to finance its activities without additional subordinated financial support. The
Due to Clients		Due to Clients Due to clients consists of amounts payable to clients pertaining to the client’s last month pro rata share of revenue earned and collected by the Company, less any returns and any expenses incurred by the Company on behalf of the clients. In most cases, the Company acts as the merchant and seller of record and thus directly collects the funds from sales on the online store. As such, at the end of each month, there is an amount owed to the Company’s clients net of the Company’s fees, and expenses incurred on the client’s behalf.
Deferred Rent		Deferred Rent Ren t expense is recorded on a straight-line basis over the lease term. The difference between cash payments for rent and the expense recorded is reported as deferred rent on the balance sheet. The balance as of December 31, 2021 and 2020 was $1.6 million and $0.3 million, respectively, and is included within accrued expenses and other liabilities.
Stock Option Plan		Stock Option Plan Under the Company’s 2013 Stock Incentive Plan, the Company may grant nonqualified stock options, restricted stock, and stock appreciation rights to employees, members of the board and service providers. The Company accounts for its employee stock-based compensation awards in accordance with Accounting Standards Codification (ASC) Topic 718, Compensation - Stock Compensation. For stock-based awards, the Company measures compensation cost at fair value on the date of grant and recognizes compensation expense on a straight-line basis over the requisite service period during which the awards are expected to vest. Awards with a graded vesting schedule are amortized over the requisite service period for the entire award. The Company estimates grant-date fair value of its stock options using the Black-Scholes option pricing model.
Preferred Stock		Preferred Stock The Company’s preferred stock is comprised of Series A convertible redeemable preferred stock and Series B convertible redeemable preferred stock. The preferred stock is classified as mezzanine equity on the balance sheets because they are redeemable at the option of the Series A and Series B preferred stockholders. The preferred stock is recorded at fair value on the date of issuance and has been adjusted to the greater of their carrying value or redemption value as of December 31, 2021 and 2020.

DESCRIPTION OF BUSINESS (Tables

DESCRIPTION OF BUSINESS (Tables) - Nogin Inc [Member]	9 Months Ended
	Sep. 30, 2022
Schedule of Consolidated Statements of Cash Flows and the Condensed Consolidated Statements of Convertible Redeemable Preferred Stock	The following table reconciles the elements of the Business Combination to the condensed consolidated statements of cash flows and the condensed consolidated statements of convertible redeemable preferred stock and stockholders’ deficit for the nine months ended September 30, 2022: Recapitalization Cash—SWAG trust and cash, net of redemptions 58,841 Cash—PIPE equity financing 1,052 Less: Transaction and advisory fees paid in cash (54,409 ) Less: Cash election consideration paid in cash at the Closing Date (4,109 ) Net proceeds from Business Combination 1,375 Plus: Issuance of common stock to settle certain transaction costs 3,588 Less: non-cash paid-in (17,510 ) Less: Deferred cash election consideration (Note 9) (9,198 ) Net contributions from Business Combination and PIPE equity financing (21,745 )
Schedule of Common Shares Outstanding	The number of shares of Common Stock outstanding immediately following the consummation of the Business Combination was as follows: Number of Shares SWAG Common Stock, outstanding prior to the Business Combination 28,509,835 Less: Redemption of SWAG shares (17,021,595 ) SWAG Common Stock 11,488,240 Shares issued in PIPE equity financing 517,079 Shares issued to financial advisors to settle transaction and issuance costs 407,500 Business Combination and PIPE equity financing shares 12,412,819 Nogin shares 54,281,476 Total shares of common stock immediately after Business Combination 66,694,295

SUMMARY OF SIGNIFICANT ACCOUN_3

SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Tables)	12 Months Ended
	Dec. 31, 2021
Nogin Inc [Member]
Summary of reserve for returns	The reserve for returns as of December 31, 2021 and 2020, consisted of the following (in thousands): As of December 31, 2021 2020 Balance at beginning of period $ 598 $ 350 Additions to the reserve 1,559 598 Deductions from the reserve (318 ) (350 ) Balance at end of period $ 1,839 $ 598
Branded Online Inc or Nogin [Member]
Summary of reserve for credit losses	The reserve for credit losses as of December 31, 2021 and 2020, consisted of the following (in thousands): As of December 31, 2021 2020 Balance at beginning of period $ 428 $ 379 Additions to allowance for credit losses 433 437 Cash receipts — — Write-offs (455 ) (388 ) Balance at end of period $ 406 $ 428

PROPERTY AND EQUIPMENT (Tables)

PROPERTY AND EQUIPMENT (Tables)	9 Months Ended
	Sep. 30, 2022
Nogin Inc [Member]
Summary of Property, Plant and Equipment	Property and equipment, net as of September 30, 2022 and December 31, 2021, consisted of the following (in thousands): September 30, December 31, Furniture and equipment $ 3,880 $ 2,160 Leasehold Improvements 536 536 Property, plant, and equipment, gross 4,416 2,696 Less accumulated depreciation (1,336 ) (907 ) Property and equipment, net $ 3,080 $ 1,789

INTANGIBLE ASSETS (Tables)

INTANGIBLE ASSETS (Tables)	9 Months Ended	12 Months Ended
	Sep. 30, 2022	Dec. 31, 2021
Summary of Finite-Lived Intangible Assets	As of September 30, 2022 and December 31, 2021, intangible assets consist of the following (in thousands): September 30, December 31, Contract acquisition cost $ 2,000 $ 2,000 Software 1,175 1,174 3,175 3,174 Less: Accumulated amortization (2,236 ) (2,062 ) Intangible assets-net $ 939 $ 1,112
Nogin Inc [Member]
Summary of Finite-Lived Intangible Assets		As of December 31, 2021 and 2020, intangible assets consist of the following (in thousands): As on December 31, 2021 2020 Contract acquisition cost $ 2,000 $ 2,000 Software 1,174 320 3,174 2,320 Less: Accumulated amortization (2,062 ) (1,908 ) Intangible assets-net $ 1,112 $ 412

INVESTMENT IN UNCONSOLIDATED _2

INVESTMENT IN UNCONSOLIDATED AFFILIATES (Tables)	9 Months Ended	12 Months Ended
	Sep. 30, 2022	Dec. 31, 2021
Schedule of Investments in and Advances to Affiliates, Schedule of Investments [Table Text Block]	The following table presents summarized financial information for the joint ventures for the three and nine months ended September 30, 2022 and as of September 30, 2022 and December 31, 2021 (in thousands): Modcloth IPCO Nine months ended Three months ended Nine months ended Three months ended September 30, 2022 September 30, 2022 September 30, 2022 September 30, 2022 Net revenue $ 12,172 $ 2,822 $ 18,558 $ 4,991 Gross margin 5,242 1,245 14,190 3,943 Net loss (3,642 ) (1,111 ) (1,767 ) (461 ) Modcloth IPCO As of September 30, As of December 31, As of September 30, As of December 31, Current assets $ 3,878 $ 5,009 $ 3,759 $ 2,596 Long term assets 6,202 6,303 5,672 6,130 Current liabilities 13,379 8,539 7,300 1,699 Long term liabilities 3,292 5,698 — —
Investments in and Advances to Affiliates [Table Text Block]	The following table summarizes the changes in the ModCloth and IPCO investment Level 3 fair value measurement (in thousands): Modcloth IPCO Balance as of December 31, 2021 $ 6,437 $ 7,133 Change in fair value (1,940 ) 45 Balance as of September 30, 2022 $ 4,497 $ 7,178
Nogin Inc [Member]
Schedule of Investments in and Advances to Affiliates, Schedule of Investments [Table Text Block]		The following table presents summarized financial information for the joint ventures from formation through December 31, 2021 (in thousands): Modcloth IPCO Net revenue $ 25,486 $ 133 Gross margin $ 9,326 $ 98 Net loss $ (8,288 ) $ (8 ) Current assets $ 5,009 $ 2,596 Long term assets $ 6,303 $ 6,130 Current liabilities $ 8,539 $ 1,699 Long term liabilities $ 5,698 $ —
Investments in and Advances to Affiliates [Table Text Block]		The following table summarizes the changes in the ModCloth investment Level 3 fair value measurement (in thousands): Balance as of January 1, 2020 $ — Contribution — Change in fair value — Balance as of December 31, 2020 $ — Contribution 1,500 Change in fair value 4,937 Balance as of December 31, 2021 $ 6,437

CERTAIN LIABILITY ACCOUNTS (Tab

CERTAIN LIABILITY ACCOUNTS (Tables)	9 Months Ended	12 Months Ended
	Sep. 30, 2022	Dec. 31, 2021
Liabilities [Abstract]
Schedule Accrued Expenses and Other Current Liabilities	Accrued expenses and other current liabilities as of September 30, 2022 and December 31, 2021 were as follows (in thousands): September 30, December 31, Cash election consideration payable 5,000 — Deferred revenue 2,381 4,524 Deferred rent 2,040 1,573 Payroll and other employee costs 1,678 2,196 Accrued transaction costs 940 1,750 Sales tax payable 737 1,113 Accrued interest 456 — Other accrued expenses and current liabilities 3,103 2,862 Total 16,335 14,018
Schedule of Other Long-term Liabilities		Other long-term liabilities as of September 30, 2022 and December 31, 2021 were as follows (in thousands): September 30, December 31, Deferred transaction costs payable 10,979 — Cash election consideration payable 3,865 — Standby agreement derivative liability 1,900 — Deferred PIPE issuance costs payable 1,160 — Warrant liability — 561 Other long-term liabilities 84 173 Total 17,988 734

LONG-TERM DEBT (Tables)

LONG-TERM DEBT (Tables)	12 Months Ended
	Dec. 31, 2021
Debt Instrument [Line Items]
Schedule of Components of Long-Term Notes Payable	Other long-term liabilities as of September 30, 2022 and December 31, 2021 were as follows (in thousands): September 30, December 31, Deferred transaction costs payable 10,979 — Cash election consideration payable 3,865 — Standby agreement derivative liability 1,900 — Deferred PIPE issuance costs payable 1,160 — Warrant liability — 561 Other long-term liabilities 84 173 Total 17,988 734
Nogin Inc [Member]
Debt Instrument [Line Items]
Schedule of Components of Long-Term Notes Payable	The components of the long-term notes payable, net as of December 31, 2021 are as follows: First Tranche Notes $ 10,000 First Tranche Notes Exit Fee 600 Second Tranche Notes 5,000 Second Tranche Notes Exit Fee 300 Third Tranche Notes 5,000 Third Tranche Notes Exit Fee 50 20,950 Less: Unamortized Exit Fee payment (884 ) Less: Unamortized warrant discount (678 ) Less: Unamortized debt issuance costs (139 ) $ 19,249
Schedule of Maturities of Long-Term Notes Payable	Scheduled maturities for the First, Second and Third Tranche Notes, inclusive of Exit Fee payments of the Company’s long-term notes payable as of December 31, 2021 were as follows: 2022 $ — 2023 6,022 2024 5,000 2025 5,000 2026 4,928 Thereafter — Total $ 20,950

WARRANTS AND DERIVATIVES (Table

WARRANTS AND DERIVATIVES (Tables)	9 Months Ended	12 Months Ended
	Sep. 30, 2022	Dec. 31, 2021
Class of Warrant or Right [Line Items]
Schedule of Significant Inputs And Valuation Technique Used To Measure Fair Value of The Warrants	The Company had determined the warrant liability to be a Level 3 fair value measurement. The Company utilizes the Black-Scholes-Merton (“Black-Scholes”) model to determine the fair value of the Legacy Liability Warrants at each reporting date. The significant inputs utilized in the Black-Scholes model as of December 31, 2021 were as follows. December 31, 2021 Common Stock Fair Value Per Share $ 16.81 Exercise Price Per Share $ 0.01 Volatility 75.7 % Risk-free rate 0.53 % Expected Dividend Rate 0.0 %
Summary of Changes in the Fair Value of the Warrant Liability Included in Other Long Term Liabilities	The following table summarizes the changes in the warrant liability included in other long-term liabilities that were issued in connection with the Note Agreement (in thousands): Warrant Balance as of December 31, 2021 $ 561 Legacy Liability Warrants issued 428 Change in fair value 717 Settlement of warrant liability in common stock (1,706 ) Balance as of September 30, 2022 $ —
Nogin Inc [Member]
Class of Warrant or Right [Line Items]
Schedule of Significant Inputs And Valuation Technique Used To Measure Fair Value of The Warrants		The Company has determined the warrant liability to be a Level 3 fair value measurement. The Company utilizes the Black-Scholes-Merton (“Black-Scholes”) model to determine the fair value of the Warrants at each reporting date. The significant inputs utilized in the Black-Scholes model as of December 31, 2021 and grant date were as follows: December 31, 2021 Grant Date August 11, 2021 Common Stock Fair Value Per Share $ 16.81 $ 22.13 Exercise Price Per Share $ 0.01 $ 0.01 Volatility 75.7 % 75.7 % Risk-free rate 0.53 % 0.53 % Expected Dividend Rate 0.0 % 0.0 %
Summary of Changes in the Fair Value of the Warrant Liability Included in Other Long Term Liabilities		The following table summarizes the changes in the warrant liability included in other long-term liabilities (in thousands): Balance as of January 1, 2020 $ — Fair value of Warrants at inception of Note Agreement — Change in fair value of warrant liability — Balance as of December 31, 2020 $ — Fair value of Warrants at inception of Note Agreement 738 Change in fair value of warrant liability (177 ) Balance as of December 31, 2021 $ 561

FAIR VALUE MEASUREMENTS (Tables

FAIR VALUE MEASUREMENTS (Tables)	9 Months Ended
	Sep. 30, 2022
Summary of Assets and Liabilities Measured at Fair Value on Recurring Basis	The following details the Company’s recurring measurements for assets and liabilities at fair value (in thousands): September 30, 2022 December 31, 2021 Warrant liability (Level 3)—Note 8 $ — $ 561 Investment in unconsolidated affiliates (Level 3)—Note 5 11,674 13,570 Convertible Note (Level 3)—Note 7 74,942 — Standby Agreement derivative liability (Level 3)—Note 8 1,900 — Non-current 3,865 —

INCOME TAX (Tables)

INCOME TAX (Tables) - Nogin Inc [Member]	12 Months Ended
	Dec. 31, 2021
Summary of income tax provision	Income tax expense for the years ended December 31, 2021, 2020 and 2019 consists of the following (in thousands): For the Years Ended December 31, 2021 2020 2019 Current: Federal $ — $ — $ — State 1 190 25 Total 1 190 25 Deferred: Federal 371 — — State 803 — — Total $ 1,174 — — Income tax expense $ 1,175 $ 190 $ 25
Summary of company's effective tax rate	The provision for income taxes differs from that computed by applying the federal statutory tax rate as follows: For the Years Ended December 31, 2021 2020 2019 U.S. federal statutory tax rate 21 % 21 % 21 % State income taxes, net of federal benefit 57 % (20 )% 78 % PPP Loan (43 )% — % — Return to provision 11 % 11 % 268 % Other Adjustments 2 % — — Change in Valuation allowance 58 % (32 )% (268 )% Effective tax rate 106 % (20 )% 99 %
Summary of net deferred tax assets (liability)	The tax effects of significant items comprising the Company’s deferred taxes as of December 31, 2021 and 2020 are as follows (in thousands): For the Years Ended December 31, 2021 2020 Deferred Tax Assets: Net operating loss and other tax attributes carryforwards $ 4,950 $ 2,654 Reserve for doubtful accounts 62 120 Accrued Expenses 343 277 Deferred state tax 169 — 163(j) interest limitation 166 — Amortization 58 189 $ 5,748 $ 3,240 Deferred Tax Liabilities Depreciation $ (73 ) $ — Other deferred tax liabilities (26 ) — Unrealized gain (loss) on joint venture (2,541 ) — (2,640 ) — Valuation allowance (4,282 ) (3,240 ) Net deferred tax liability $ (1,174 ) $ —

STOCK COMPENSATION PLAN (Tables

STOCK COMPENSATION PLAN (Tables) - Nogin Inc [Member]	12 Months Ended
	Dec. 31, 2021
Summary of Stock Options	Outstanding Stock Options Outstanding at January 1, 2019 54,470 Granted — Exercised — Forfeited / Terminated — Outstanding at December 31, 2019 54,470 Granted 191,590 Exercised — Forfeited / Terminated (25,000 ) Outstanding at December 31, 2020 221,060 Granted — Exercised — Forfeited / Terminated (25,000 ) Outstanding at December 31, 2021 196,060
Summary of the Fair Market Value for Awards Granted	The following table sum marize Valuations assumptions Expected dividend yield 0 % Expected volatility 47 % Expected term (years) 6 Risk-free interest rate 1.35 %

ACQUISITION (Tables)

ACQUISITION (Tables)	9 Months Ended	12 Months Ended
	Sep. 30, 2022	Dec. 31, 2021
Summary of finalized fair value of assets and assumed liabilities	As of Acquired assets Inventory $ 2,408 Other current assets 741 Property and equipment 25 Internal-use 348 Intangible assets Customer relationships 2,538 Developed technology 748 Trade name 438 Security Deposits 19 Total identifiable assets $ 7,265 Liabilities assumed Accounts payable $ 151 Deferred revenue 3,224 Total liabilities $ 3,375
Nogin Inc [Member]
Summary of finalized fair value of assets and assumed liabilities		The following table summarizes the finalized fair value of the assets and assumed liabilities (in thousands): As of December 2, 2021 Acquired assets Inventory $ 2,408 Other current assets 741 Property and equipment 26 Internal-use 348 Intangible assets Customer relationships 2,538 Developed technology 748 Trade name 438 Security Deposits 19 Total identifiable assets $ 7,266 Liabilities assumed Accounts payable $ 151 Deferred revenue 3,224 Total liabilities $ 3,375
Business Acquisition, Pro Forma Information		During the period of December 3, 2021 to December 30, 2021, the Company recorded financial information related to Betabrand as follows (in thousands): December 3-30, 2021 Net revenue $ 4,317 Gross margin $ 3,156 Net income $ 560

REVENUE (Tables)

REVENUE (Tables)	9 Months Ended	12 Months Ended
	Sep. 30, 2022	Dec. 31, 2021
Summary of Disaggregation of Revenue	The following table presents a disaggregation of the Company’s revenues by revenue source for the nine months ended September 30, 2022 and 2021 (in thousands): Three Months ended Nine Months ended 2022 2021 2022 2021 Commerce-as-a-Service $ 5,422 $ 4,409 $ 15,729 $ 13,791 Product sales revenue 8,645 15,224 29,401 19,739 Marketing revenue 3,417 4,319 11,104 13,127 Shipping revenue 2,574 1,583 6,688 4,405 Other revenue 916 1,412 3,600 4,159 Total revenue $ 20,974 $ 26,947 $ 66,522 $ 55,221
Nogin Inc [Member]
Summary of Disaggregation of Revenue		The following table presents a disaggregation of the Company’s revenues by revenue source for the year ended December 31, 2021, 2020 and 2019 (in thousands): For Years Ended December 31, 2021 2020 2019 Commerce-as-a-Service Revenue $ 19,830 $ 20,227 $ 22,460 Product Sales Revenue 51,346 — — Marketing Revenue 19,249 14,142 10,177 Shipping Revenue 7,030 5,363 3,535 Other Revenue 3,893 5,785 4,782 Total Revenue $ 101,348 $ 45,517 40,954

EARNINGS PER SHARE (Tables)

EARNINGS PER SHARE (Tables)	9 Months Ended	12 Months Ended
	Sep. 30, 2022	Dec. 31, 2021
Summary Of Antidilutive Securities Excluded From Computation Of Earnings Per Share	Weighted-average number of potentially anti-dilutive shares excluded from calculation of dilutive earnings per share Three Months ended Nine Months ended 2022 2021 2022 2021 Series A convertible, redeemable preferred shares 5,492,133 8,864,495 7,728,022 8,864,495 Series B convertible, redeemable preferred shares 3,924,419 6,334,150 5,522,080 6,334,150 Stock-based compensation awards 1,927,862 — 2,419,681 — Legacy Nogin Warrants 472,624 — 572,779 — PIPE Warrants 531,246 — 179,028 — SWAG Warrants 8,136,240 — 2,741,883 — Shares Underlying Convertible Notes 2,166,825 — 730,212 —
Summary of Basic and Diluted Net Loss per Share	The following table presents the Company’s basic and diluted net income (loss) per share: Three Months ended Nine Months ended (In thousands, except share and per share 2022 2021 2022 2021 Numerator: Basic EPS Net (loss) income $ (28,896 ) $ (251 ) $ (49,812 ) $ 2,074 Less: Undistributed earnings attributable to participating securities — — — (581 ) Net (loss) income attributable to common stockholders-basic $ (28,896 ) $ (251 ) $ (49,812 ) $ 1,493 Denominator: Basic EPS Weighted average shares of common stock outstanding-basic 49,921,209 39,621,946 43,092,760 39,621,946 Net (loss) income per share attributable to common stock-basic $ (0.58 ) $ (0.01 ) $ (1.16 ) $ 0.04 Three Months ended Nine Months ended (In thousands, except share and per share 2022 2021 2022 2021 Numerator: Diluted EPS Net income (loss) attributable to common stockholders-diluted $ (28,896 ) $ (251 ) $ (49,812 ) $ 1,493 Denominator: Diluted EPS Adjusted weighted average shares of common stock outstanding-basic 49,921,209 39,621,946 43,092,760 39,621,946 Dilutive potential shares of common stock: Options to purchase shares of common stock — — — 728,284 Warrants to purchase shares of common stock — — — 546,049 Weighted average shares of common stock outstanding-diluted 49,921,209 39,621,946 43,092,760 40,896,279 Net income (loss) per share attributable to common stock-diluted $ (0.58 ) $ (0.01 ) $ (1.16 ) $ 0.04
Nogin Inc [Member]
Summary Of Antidilutive Securities Excluded From Computation Of Earnings Per Share		Weighted-average number of potentially anti-dilutive shares excluded from calculation of earnings per share Twelve Months ended December 31, 2021 2020 2019 Series A convertible, redeemable preferred shares 2,042,483 2,042,483 2,042,483 Series B convertible, redeemable preferred shares 1,459,462 1,459,562 1,459,562
Summary of Basic and Diluted Net Loss per Share		The following table presents the Company’s basic and diluted net loss per share: Twelve Months ended December 31, (In thousands, except share and per share 2021 2020 2019 Numerator: Basic EPS Net loss $ (65 ) $ (1,140 ) $ — Less: Undistributed earnings attributable — — — Net loss attributable to common $ (65 ) $ (1,140 ) $ — Denominator: Basic EPS Weighted average shares of common 39,621,946 39,621,946 39,621,946 Net loss per share attributable to $ (0.00 ) $ (0.03 ) $ — Numerator: Diluted EPS Net loss attributable to common $ (65 ) $ (1,140 ) $ — Denominator: Diluted EPS Weighted average shares of common 39,621,946 39,621,946 39,621,946 Dilutive potential shares of common Options to purchase shares of — — — Warrants to purchase shares of — — — Weighted average shares of common 39,621,946 39,621,946 39,621,946 Net loss per share attributable to $ (0.00 ) $ (0.03 ) $ —

COMMITMENTS AND CONTINGENCIES (

COMMITMENTS AND CONTINGENCIES (Tables)	9 Months Ended	12 Months Ended
	Sep. 30, 2022	Dec. 31, 2021
Schedule of Future Minimum Lease Payments under Non-Cancelable Terms	Future minimum lease payments under non-cancelable As of September 30, 2022 2022 (remaining payments) $ 570 2023 1,272 2024 873 2025 900 2026 927 Thereafter 1,853 Total minimum lease payments $ 6,395
Nogin Inc [Member]
Schedule of Future Minimum Lease Payments under Non-Cancelable Terms		Future minimum lease payments under non-cancelable As of December 31, 2021 2022 $ 3,017 2023 1,272 2024 873 2025 900 2026 927 Thereafter 1,853 Total minimum lease payments $ 8,842

DESCRIPTION OF ORGANIZATION AND

DESCRIPTION OF ORGANIZATION AND BUSINESS OPERATIONS - Additional Information (Detail) - USD ($) $ in Thousands	9 Months Ended	12 Months Ended
	Sep. 30, 2022	Dec. 31, 2021	Aug. 26, 2022	Dec. 31, 2020
Description Of Organization And Business Operations [Line Items]
Cash	$ 15,827	$ 1,071
Common stock shares issued	66,694,295	39,621,946
Nogins [Member]
Description Of Organization And Business Operations [Line Items]
Proceeds from initial public offering	$ 58,800
Proceeds from Convertible Debt	$ 65,500
Cash			$ 15,000
Deferred Costs, Total			$ 10,900
Common stock shares issued			54,300,000
Nogin Inc [Member]
Description Of Organization And Business Operations [Line Items]
Proceeds from initial public offering		$ 58,800
Proceeds from Convertible Debt		65,500
Cash		$ 1,071	$ 15,000	$ 16,168
Deferred Costs, Total			$ 10,900
Common stock shares issued		39,621,946	54,300,000	39,621,946

DESCRIPTION OF BUSINESS - Summa

DESCRIPTION OF BUSINESS - Summary of statements of cash flows and preferred stock and stockholders deficit (Details) - USD ($) $ in Thousands	9 Months Ended
	Sep. 30, 2022	Sep. 30, 2021	Aug. 26, 2022	Dec. 31, 2021
Description Of Organization And Business Operations [Line Items]
Cash	$ 15,827			$ 1,071
Less: transaction and advisory fees paid in cash	(10,979)	$ 0
Less: Cash election consideration paid in cash at the Closing Date	(4,109)
Net proceeds from Business Combination	1,375	0
Plus: Issuance of common stock to settle certain transaction costs	3,588	0
Less: non-cash items charged against additional paid-in capital	(17,510)
Less: Deferred cash election consideration	(9,198)	$ 0
Net contributions from Business Combination and PIPE equity financing	(21,745)
Nogins [Member]
Description Of Organization And Business Operations [Line Items]
Cash			$ 15,000
Less: transaction and advisory fees paid in cash	(54,409)
Cash - SWAG trust and cash, net of redemptions [Member]
Description Of Organization And Business Operations [Line Items]
Cash	58,841
Cash - PIPE equity financing [Member]
Description Of Organization And Business Operations [Line Items]
Cash	$ 1,052

DESCRIPTION OF BUSINESS - Sched

DESCRIPTION OF BUSINESS - Schedule of common shares outstanding (Details) - shares	9 Months Ended
	Sep. 30, 2022	Dec. 31, 2021
Business Acquisition [Line Items]
Common Stock, Shares, Outstanding	66,694,295	39,621,946
Common Stock, Shares, Issued	66,694,295	39,621,946
Share-Based Compensation Arrangement by Share-Based Payment Award, Number of Additional Shares Authorized	407,500
Software Acquisition Group Inc. [Member]
Business Acquisition [Line Items]
Financial Instruments Subject to Mandatory Redemption, Settlement Terms, Number of Shares	(17,021,595)
Legacy Nogin [Member]
Business Acquisition [Line Items]
Conversion of Stock, Shares Issued	54,281,476
PIPE [Member]
Business Acquisition [Line Items]
Common Stock, Shares, Issued	517,079
Prior Business Combination [Member]
Business Acquisition [Line Items]
Stockholders' Equity, Other Shares	12,412,819
Prior Business Combination [Member] | Software Acquisition Group Inc. [Member]
Business Acquisition [Line Items]
Common Stock, Shares, Outstanding	28,509,835
After Business Combination Adjustment [Member]
Business Acquisition [Line Items]
Common Stock, Shares, Outstanding	66,694,295
After Business Combination Adjustment [Member] | Software Acquisition Group Inc. [Member]
Business Acquisition [Line Items]
Common Stock, Shares, Outstanding	11,488,240

SUMMARY OF SIGNIFICANT ACCOUN_4

SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES - Additional Information (Detail) - USD ($)	3 Months Ended		9 Months Ended		12 Months Ended
	Sep. 30, 2022	Sep. 30, 2021	Sep. 30, 2022	Sep. 30, 2021	Dec. 31, 2021	Dec. 31, 2020	Dec. 31, 2019	Jun. 30, 2022	Feb. 29, 2016
Accounts receivable, net	$ 1,631,000		$ 1,631,000		$ 1,977,000
Revenue	20,974,000	$ 26,947,000	66,522,000	$ 55,221,000
Bank Deposits	15,800,000		15,800,000
Restricted Cash	1,500		1,500
Deferred rent	2,040,000		2,040,000		1,573,000
Reclassifications from prepaid expenses and other current assets to inventory						$ 137,000
Operating lease, Right-of-use asset									$ 16,000,000
Finance lease, right-of-use asset									$ 18,000,000
Nogin Inc [Member]
Right to recover products from customers receivable current	326,000		326,000		532,000
Accounts receivable, net					1,977,000	4,027,000
Revenue					101,348,000	45,517,000	$ 40,954,000
Allowance For Doubtful Accounts Receivable	425,000		425,000		406,000	428,000	379,000
Reserve For Return On Goods To Customers					1,839,000	598,000	$ 350,000	$ 700,000
Nogin Inc [Member] | Other Current Liabilities [Member]
Deferred rent					$ 1,600,000	$ 300,000
Nogin Inc [Member] | Latest Tax Year [Member]
Open tax year					2018	2018
Nogin Inc [Member] | Earliest Tax Year [Member]
Open tax year					2017	2017
Nogin Inc [Member] | Corporate Joint Venture [Member] | MOD Cloth Partners LLC [Member]
Percentage of ownership interest in unconsolidated affiliates					50%
Nogin Inc [Member] | Corporate Joint Venture [Member] | IPCO Holdings LLC [Member]
Percentage of ownership interest in unconsolidated affiliates						50%
Nogin Inc [Member] | Purchases [Member] | Supplier Concentration Risk [Member] | Major Supplier One [Member]
Concentration risk percentage					17%	16%
Purchases					$ 9,500,000	$ 4,500,000
Nogin Inc [Member] | Purchases [Member] | Supplier Concentration Risk [Member] | Major Supplier Two [Member]
Concentration risk percentage					12%	15%
Purchases					$ 6,400,000	$ 4,200,000
Nogin Inc [Member] | Major Customer One [Member] | Accounts Receivable [Member] | Customer Concentration Risk [Member]
Accounts receivable, net	700,000		$ 700,000		$ 1,100,000	$ 1,400,000
Concentration risk percentage			8%		15%	45%
Nogin Inc [Member] | Major Customer One [Member] | Revenue Benchmark [Member] | Customer Concentration Risk [Member]
Concentration risk percentage			32%	25%	10%	13%
Revenue			$ 21,300,000	$ 14,100,000	$ 9,900,000	$ 6,000,000
Nogin Inc [Member] | Major Customer One [Member] | Purchases [Member] | Supplier Concentration Risk [Member]
Concentration risk percentage			12%	17%
Purchases			$ 8,000,000	$ 5,500,000
Nogin Inc [Member] | Major Customer Two [Member] | Accounts Receivable [Member] | Customer Concentration Risk [Member]
Accounts receivable, net	$ 7,700,000		$ 7,700,000		$ 5,400,000	$ 1,000,000
Concentration risk percentage			80%		73%	30%
Nogin Inc [Member] | Major Customer Two [Member] | Revenue Benchmark [Member] | Customer Concentration Risk [Member]
Concentration risk percentage			14%	19%	22%	14%
Revenue			$ 9,600,000	$ 10,800,000	$ 22,200,000	$ 6,500,000
Nogin Inc [Member] | Major Customer Two [Member] | Purchases [Member] | Supplier Concentration Risk [Member]
Concentration risk percentage			10%	13%
Purchases			$ 6,800,000	$ 4,000,000
Nogin Inc [Member] | Major Customer Three [Member] | Revenue Benchmark [Member] | Customer Concentration Risk [Member]
Concentration risk percentage			9%	13%	30%	14%
Revenue			$ 6,200,000	$ 7,100,000	$ 30,400,000	$ 6,300,000
Nogin Inc [Member] | Major Customer Three [Member] | Purchases [Member] | Supplier Concentration Risk [Member]
Concentration risk percentage			9%	9%
Purchases			$ 6,300,000	$ 2,800,000
Nogin Inc [Member] | Revolving Credit Facility [Member]
Line of credit remaining borrowing capacity					$ 4,700,000
Line of credit expiry date					Jun. 30, 2023
Maximum [Member] | Nogin Inc [Member]
Credit period given to customers					60 days	60 days
Maximum [Member] | Nogin Inc [Member] | Software Development [Member]
Finite intangible asset useful life					5 years	5 years
Minimum [Member] | Nogin Inc [Member]
Credit period given to customers					7 days	7 days
Minimum [Member] | Nogin Inc [Member] | Software Development [Member]
Finite intangible asset useful life					1 year	1 year

SUMMARY OF SIGNIFICANT ACCOUN_5

SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES - Summary of reserve for credit losses (Detail) - Nogin Inc [Member] - USD ($) $ in Thousands	12 Months Ended
	Dec. 31, 2021	Dec. 31, 2020
Balance at beginning of period	$ 428	$ 379
Additions to allowance for credit losses	433	437
Cash receipts	0	0
Write-offs	(455)	(388)
Balance at end of period	$ 406	$ 428

SUMMARY OF SIGNIFICANT ACCOUN_6

SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES - Summary of estimated useful life of property and equipment (Detail) - Nogin Inc [Member]	12 Months Ended
	Dec. 31, 2021
Furniture and Fixtures [Member]
Disclosure In Tabular Form Of Useful Lives Of Property Plant And Equipment [Line Items]
Property, Plant and Equipment, Useful Life	5 years
Leasehold Improvements [Member]
Disclosure In Tabular Form Of Useful Lives Of Property Plant And Equipment [Line Items]
Property, Plant and Equipment, Useful Life	10 years
Maximum [Member] | Computer Equipment [Member]
Disclosure In Tabular Form Of Useful Lives Of Property Plant And Equipment [Line Items]
Property, Plant and Equipment, Useful Life	7 years
Minimum [Member] | Computer Equipment [Member]
Disclosure In Tabular Form Of Useful Lives Of Property Plant And Equipment [Line Items]
Property, Plant and Equipment, Useful Life	3 years

SUMMARY OF SIGNIFICANT ACCOUN_7

SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES - Summary of reserve for returns (Detail) - Nogin Inc [Member] - USD ($) $ in Thousands	12 Months Ended
	Dec. 31, 2021	Dec. 31, 2020
Balance at beginning of period	$ 598	$ 350
Additions to the reserve	1,559	598
Deductions from the reserve	(318)	(350)
Balance at end of period	$ 1,839	$ 598

PROPERTY AND EQUIPMENT - Summar

PROPERTY AND EQUIPMENT - Summary of Property and Plant Equipment (Detail) - USD ($) $ in Thousands	Sep. 30, 2022	Dec. 31, 2021	Dec. 02, 2021	Dec. 31, 2020
Property, Plant and Equipment [Line Items]
Property and equipment	$ 4,416	$ 2,696	$ 25
Less accumulated depreciation	(1,336)	(907)
Property and equipment, net	3,080	1,789
Furniture and Equipment [Member]
Property, Plant and Equipment [Line Items]
Property and equipment	3,880	2,160
Leasehold Improvements [Member]
Property, Plant and Equipment [Line Items]
Property and equipment	$ 536	536
Nogin Inc [Member]
Property, Plant and Equipment [Line Items]
Property and equipment		2,696		$ 2,382
Less accumulated depreciation		(907)		(726)
Property and equipment, net		1,789		1,656
Nogin Inc [Member] | Furniture and Equipment [Member]
Property, Plant and Equipment [Line Items]
Property and equipment		2,160		1,862
Nogin Inc [Member] | Leasehold Improvements [Member]
Property, Plant and Equipment [Line Items]
Property and equipment		$ 536		$ 520

PROPERTY AND EQUIPMENT - Additi

PROPERTY AND EQUIPMENT - Additional Information (Detail) - USD ($) $ in Thousands	9 Months Ended		12 Months Ended
	Sep. 30, 2022	Sep. 30, 2021	Dec. 31, 2021	Dec. 31, 2020	Dec. 31, 2019
Property, Plant and Equipment [Abstract]
Depreciation on property plant and equipment	$ 445	$ 348	$ 476	$ 324	$ 76

INTANGIBLE ASSETS - Summary of

INTANGIBLE ASSETS - Summary of Finite-Lived Intangible Assets (Detail) - USD ($) $ in Thousands	Sep. 30, 2022	Dec. 31, 2021	Dec. 31, 2020
Finite-Lived Intangible Assets [Line Items]
Contract acquisition cost	$ 3,175	$ 3,174
Less: Accumulated amortization	(2,236)	(2,062)
Intangible assets-net	939	1,112
Nogin Inc [Member]
Finite-Lived Intangible Assets [Line Items]
Contract acquisition cost		3,174	$ 2,320
Less: Accumulated amortization		(2,062)	(1,908)
Intangible assets-net		1,112	412
Contract Acquisition [Member]
Finite-Lived Intangible Assets [Line Items]
Contract acquisition cost	2,000	2,000
Contract Acquisition [Member] | Nogin Inc [Member]
Finite-Lived Intangible Assets [Line Items]
Contract acquisition cost		2,000	2,000
Software Development [Member]
Finite-Lived Intangible Assets [Line Items]
Contract acquisition cost	$ 1,175	1,174
Software Development [Member] | Nogin Inc [Member]
Finite-Lived Intangible Assets [Line Items]
Contract acquisition cost		$ 1,174	$ 320

INTANGIBLE ASSETS - Additional

INTANGIBLE ASSETS - Additional Information (Detail) - USD ($) $ in Thousands		9 Months Ended		12 Months Ended
	Jul. 16, 2018	Sep. 30, 2022	Sep. 30, 2021	Dec. 31, 2021	Dec. 31, 2020	Dec. 31, 2019
Finite-Lived Intangible Assets [Line Items]
Capitalized contract cost amortization		$ 0	$ 362
Nogin Inc [Member]
Finite-Lived Intangible Assets [Line Items]
Capitalized contract cost amortization				$ 361	$ 667	$ 623
Software Development [Member]
Finite-Lived Intangible Assets [Line Items]
Amortization of intangible assets		$ 169	$ 36
Software Development [Member] | Nogin Inc [Member]
Finite-Lived Intangible Assets [Line Items]
Amortization of intangible assets				$ 44	$ 91	$ 131
Contract Acquisition [Member]
Finite-Lived Intangible Assets [Line Items]
Finite lived intangible assets useful life	3 years
Contract Acquisition [Member] | Nogin Inc [Member]
Finite-Lived Intangible Assets [Line Items]
Finite lived intangible assets useful life	3 years
Contract Acquisition [Member] | Master Agreement [Member]
Finite-Lived Intangible Assets [Line Items]
Finite lived intangible assets acquired	$ 2,000
Contract Acquisition [Member] | Master Agreement [Member] | Nogin Inc [Member]
Finite-Lived Intangible Assets [Line Items]
Finite lived intangible assets acquired	$ 2,000

INVESTMENT IN UNCONSOLIDATED _3

INVESTMENT IN UNCONSOLIDATED AFFILIATES - Summary of financial information for the joint ventures from formation (Detail) - USD ($) $ in Thousands	3 Months Ended						9 Months Ended		12 Months Ended
	Sep. 30, 2022	Jun. 30, 2022	Mar. 31, 2022	Sep. 30, 2021	Jun. 30, 2021	Mar. 31, 2021	Sep. 30, 2022	Sep. 30, 2021	Dec. 31, 2021
Schedule of Investments [Line Items]
Total net revenue	$ 20,974			$ 26,947			$ 66,522	$ 55,221
Net (loss) income	(28,896)	$ (10,973)	$ (9,942)	$ (251)	$ 3,819	$ (1,494)	(49,812)	$ 2,074
Current assets	43,080						43,080		$ 34,096
Current liabilities	37,298						37,298		35,267
Corporate Joint Venture [Member] | Mod Cloth
Schedule of Investments [Line Items]
Total net revenue	2,822						12,172
Gross margin	1,245						5,242
Net (loss) income	(1,111)						(3,642)
Current assets	3,878						3,878		5,009
Long term assets	6,202						6,202		6,303
Current liabilities	13,379						13,379		8,539
Long term liabilities	3,292						3,292		5,698
Corporate Joint Venture [Member] | Mod Cloth | Nogin Inc [Member]
Schedule of Investments [Line Items]
Total net revenue									25,486
Gross margin									9,326
Net (loss) income									(8,288)
Current assets									5,009
Long term assets									6,303
Current liabilities									8,539
Long term liabilities									5,698
Corporate Joint Venture [Member] | IPCO
Schedule of Investments [Line Items]
Total net revenue	4,991						18,558
Gross margin	3,943						14,190
Net (loss) income	(461)						(1,767)
Current assets	3,759						3,759		2,596
Long term assets	5,672						5,672		6,130
Current liabilities	7,300						7,300		1,699
Long term liabilities	$ 0						$ 0		0
Corporate Joint Venture [Member] | IPCO | Nogin Inc [Member]
Schedule of Investments [Line Items]
Total net revenue									133
Gross margin									98
Net (loss) income									(8)
Current assets									2,596
Long term assets									6,130
Current liabilities									1,699
Long term liabilities									$ 0

INVESTMENT IN UNCONSOLIDATED _4

INVESTMENT IN UNCONSOLIDATED AFFILIATES - Summary of changes in the ModCloth investment Level 3 fair value measurement (Detail) - USD ($) $ in Thousands	9 Months Ended	12 Months Ended
	Sep. 30, 2022	Dec. 31, 2021	Dec. 31, 2020
Investments in and Advances to Affiliates [Line Items]
Opening Balance	$ 13,570
Closing Balance	11,675	$ 13,570
Fair Value, Inputs, Level 3 [Member]
Investments in and Advances to Affiliates [Line Items]
Opening Balance	13,570
Closing Balance	11,674	13,570
Fair Value, Inputs, Level 3 [Member] | Nogin Inc [Member]
Investments in and Advances to Affiliates [Line Items]
Opening Balance	6,437	0	$ 0
Contribution		1,500	0
Change in fair value		4,937	0
Closing Balance		6,437	$ 0
Fair Value, Inputs, Level 3 [Member] | Mod Cloth [Member]
Investments in and Advances to Affiliates [Line Items]
Opening Balance	6,437
Change in fair value	(1,940)
Closing Balance	4,497	6,437
Fair Value, Inputs, Level 3 [Member] | IPCO Holdings LLC [Member]
Investments in and Advances to Affiliates [Line Items]
Opening Balance	7,133
Change in fair value	45
Closing Balance	$ 7,178	$ 7,133

INVESTMENT IN UNCONSOLIDATED _5

INVESTMENT IN UNCONSOLIDATED AFFILIATES - Additional Information (Detail) $ in Thousands		9 Months Ended		12 Months Ended
	Apr. 06, 2021 USD ($)	Sep. 30, 2022 USD ($)	Sep. 30, 2021 USD ($)	Dec. 31, 2021 USD ($)	Dec. 31, 2020 USD ($)	Dec. 31, 2019 USD ($)
Investments in and Advances to Affiliates [Line Items]
Payments to Acquire Interest in Joint Venture		$ 0	$ 1,500
Investments in and Advances to Affiliates, at Fair Value		11,675		$ 13,570
Equity Securities, FV-NI, Measurement Input				0.18
Fair Value, Inputs, Level 3 [Member]
Investments in and Advances to Affiliates [Line Items]
Investments in and Advances to Affiliates, at Fair Value		11,674		$ 13,570
Fair Value, Inputs, Level 3 [Member] | Nogin Inc [Member]
Investments in and Advances to Affiliates [Line Items]
Investments in and Advances to Affiliates, at Fair Value				6,437	$ 0	$ 0
Investments in and Advances to Affiliates, at Fair Value, Period Increase (Decrease)				4,937	$ 0
Mod Cloth [Member] | Corporate Joint Venture [Member]
Investments in and Advances to Affiliates [Line Items]
Payments to Acquire Interest in Joint Venture	$ 1,500
Percentage Of Ownership Interest In Unconsolidated Affiliates	50%
Investments in and Advances to Affiliates, at Fair Value		4,500		6,400
Mod Cloth [Member] | Corporate Joint Venture [Member] | Nogin Inc [Member]
Investments in and Advances to Affiliates [Line Items]
Payments to Acquire Interest in Joint Venture	$ 1,500
Percentage Of Ownership Interest In Unconsolidated Affiliates	50%
Investments in and Advances to Affiliates, at Fair Value				6,400
Investments in and Advances to Affiliates, at Fair Value, Period Increase (Decrease)				4,900
Mod Cloth [Member] | Fair Value, Inputs, Level 3 [Member]
Investments in and Advances to Affiliates [Line Items]
Investments in and Advances to Affiliates, at Fair Value		4,497		$ 6,437
Investments in and Advances to Affiliates, at Fair Value, Period Increase (Decrease)		(1,940)
Mod Cloth [Member] | Fair Value, Inputs, Level 3 [Member] | Corporate Joint Venture [Member]
Investments in and Advances to Affiliates [Line Items]
Investments in and Advances to Affiliates, at Fair Value, Period Increase (Decrease)		$ 1,900
Mod Cloth [Member] | Valuation Technique, Discounted Cash Flow [Member] | Measurement Input, Discount Rate [Member] | Fair Value, Inputs, Level 3 [Member]
Investments in and Advances to Affiliates [Line Items]
Equity Securities, FV-NI, Measurement Input		0.174
Mod Cloth [Member] | Guideline Public Company Method [Member] | Measurement Input, Revenue Multiple [Member] | Fair Value, Inputs, Level 3 [Member]
Investments in and Advances to Affiliates [Line Items]
Equity Securities, FV-NI, Measurement Input		0.78
Mod Cloth [Member] | Guideline Public Company Method [Member] | Measurement Input, Revenue Multiple [Member] | Fair Value, Inputs, Level 3 [Member] | Nogin Inc [Member]
Investments in and Advances to Affiliates [Line Items]
Equity Securities, FV-NI, Measurement Input				0.7
Mod Cloth [Member] | Guideline Transaction Method [Member] | Measurement Input, Revenue Multiple [Member] | Fair Value, Inputs, Level 3 [Member]
Investments in and Advances to Affiliates [Line Items]
Equity Securities, FV-NI, Measurement Input		0.8
Mod Cloth [Member] | Guideline Transaction Method [Member] | Measurement Input, Revenue Multiple [Member] | Fair Value, Inputs, Level 3 [Member] | Nogin Inc [Member]
Investments in and Advances to Affiliates [Line Items]
Equity Securities, FV-NI, Measurement Input				0.73
IPCO Holdings LLC [Member] | Corporate Joint Venture [Member] | Nogin Inc [Member]
Investments in and Advances to Affiliates [Line Items]
Investments in and Advances to Affiliates, at Fair Value				$ 7,100
IPCO Holdings LLC [Member] | Fair Value, Inputs, Level 3 [Member]
Investments in and Advances to Affiliates [Line Items]
Investments in and Advances to Affiliates, at Fair Value		$ 7,178		$ 7,133
Investments in and Advances to Affiliates, at Fair Value, Period Increase (Decrease)		$ 45
IPCO Holdings LLC [Member] | Valuation Technique, Discounted Cash Flow [Member] | Measurement Input, Discount Rate [Member] | Fair Value, Inputs, Level 3 [Member]
Investments in and Advances to Affiliates [Line Items]
Equity Securities, FV-NI, Measurement Input		0.19
IPCO Holdings LLC [Member] | Guideline Public Company Method [Member] | Measurement Input, Revenue Multiple [Member] | Fair Value, Inputs, Level 3 [Member]
Investments in and Advances to Affiliates [Line Items]
Equity Securities, FV-NI, Measurement Input		0.28
IPCO Holdings LLC [Member] | Guideline Transaction Method [Member] | Measurement Input, Revenue Multiple [Member] | Fair Value, Inputs, Level 3 [Member]
Investments in and Advances to Affiliates [Line Items]
Equity Securities, FV-NI, Measurement Input		0.29

CERTAIN LIABILITY ACCOUNTS - Sc

CERTAIN LIABILITY ACCOUNTS - Schedule Accrued Expenses and Other Current Liabilities (Details) - USD ($) $ in Thousands	Sep. 30, 2022	Dec. 31, 2021
Liabilities [Abstract]
Cash election consideration payable	$ 5,000	$ 0
Accrued transaction costs	940	1,750
Payroll and other employee costs	1,678	2,196
Sales tax payable	737	1,113
Deferred rent	2,040	1,573
Deferred revenue	2,381	4,524
Accrued interest	456	0
Other accrued expenses and current liabilities	3,103	2,862
Total	$ 16,335	$ 14,018

CERTAIN LIABILITY ACCOUNTS - _2

CERTAIN LIABILITY ACCOUNTS - Schedule of Other Long-term Liabilities (Details) - USD ($) $ in Thousands	Sep. 30, 2022	Dec. 31, 2021
Liabilities [Abstract]
Cash election consideration payable	$ 3,865	$ 0
Deferred transaction costs payable	10,979	0
Deferred PIPE issuance costs payable	1,160	0
Standby agreement derivative liability	1,900	0
Warrant liability	0	561
Other long-term liabilities	84	173
Total	$ 17,988	$ 734

LONG-TERM DEBT - Additional Inf

LONG-TERM DEBT - Additional Information (Detail) - USD ($)

3 Months Ended

6 Months Ended

9 Months Ended

12 Months Ended

Dec. 01, 2023

Oct. 01, 2023

Aug. 26, 2022

Apr. 19, 2022

Dec. 02, 2021

Jul. 21, 2021

Apr. 14, 2020

Apr. 14, 2020

Jul. 19, 2018

Jan. 14, 2015

Sep. 30, 2022

Sep. 30, 2021

Jun. 30, 2022

Sep. 30, 2022

Sep. 30, 2021

Dec. 31, 2021

Jul. 31, 2022

Nov. 11, 2021

Oct. 31, 2021

Aug. 31, 2021

Aug. 11, 2021

Dec. 31, 2020

Debt Instrument [Line Items]

Debt instrument, interest rate

7%

Convertible Notes Payable, Current

$ 1,000,000

Revenue Recognized

$ 1,611,000

$ 0

Gain on loan forgiveness

$ (1,885,000)

$ 0

(1,885,000)

0

Gain on loan forgiveness

2,300,000

Proceeds from notes payable

$ 8,000,000

$ 0

Weighted average sale price

$ 2.4

Convertible notes amount due at maturity

$ 73,800,000

$ 73,800,000

Promissory Note Warrants [Member]

Debt Instrument [Line Items]

Class of Warrant or Right, Exercise Price of Warrants or Rights

$ 0.01

$ 0.01

Promissory Notes [Member]

Debt Instrument [Line Items]

Repayments of debt

$ 3,500,000

Debt conversion, converted instrument, warrants or options issued

31,024

Class of Warrant or Right, Exercise Price of Warrants or Rights

$ 0.01

Proceeds from notes payable

$ 7,000,000

First Tranche Notes [Member] | Promissory Note Warrants [Member]

Debt Instrument [Line Items]

Revenue Recognized

$ 400,000

Paycheck Protection Program Loan [Member]

Debt Instrument [Line Items]

Loans payable

$ 2,300,000

Debt instrument, interest rate

1%

1%

Proceeds from loans

$ 2,300,000

Notes Payable [Member]

Debt Instrument [Line Items]

Line of credit facility, maximum borrowing capacity

$ 15,000,000

$ 5,000,000

Debt instrument, periodic payment, principal

$ 139,000

$ 278,000

Debt instrument, fee amount

300,000

600,000

$ 50,000

Debt conversion, converted instrument, warrants or options issued

33,357

Class of Warrant or Right, Exercise Price of Warrants or Rights

$ 0.01

Notes payable fair value disclosure

$ 3,000,000

Notes payable current

$ 1,000,000

Convertible notes amount due at maturity

$ 4,500,000

Notes Payable [Member] | First Tranche Notes [Member]

Debt Instrument [Line Items]

Line of credit facility, current borrowing capacity

10,000,000

Notes Payable [Member] | Second Tranche Notes [Member]

Debt Instrument [Line Items]

Line of credit facility, remaining borrowing capacity

$ 5,000,000

Notes Payable [Member] | Third Tranche Notes [Member]

Debt Instrument [Line Items]

Notes payable current

$ 5,000,000

Minimum [Member] | Promissory Notes [Member]

Debt Instrument [Line Items]

Debt instrument interest rate terms

7.75

Gain loss on notes payable fair value

$ 6,300,000

Minimum [Member] | Notes Payable [Member]

Debt Instrument [Line Items]

Debt instrument, interest rate

6.25%

6.25%

Maximum [Member] | Pipe Warrants [Member]

Debt Instrument [Line Items]

Debt conversion, converted instrument, warrants or options issued

1,500,000

Maximum [Member] | Promissory Notes [Member]

Debt Instrument [Line Items]

Debt instrument interest rate terms

3.50

Gain loss on notes payable fair value

$ 700,000

Maximum [Member] | Notes Payable [Member]

Debt Instrument [Line Items]

Debt instrument, interest rate

3.25%

3.25%

Revolving Credit Facility [Member]

Debt Instrument [Line Items]

Line of credit facility, maximum borrowing capacity

$ 2,000,000

Line of credit facility, interest rate during period

5.50%

Long-term line of credit

$ 5,000,000

Other loans payable, long-term

$ 8,000,000

Revolving Credit Facility [Member] | Prime Rate [Member]

Debt Instrument [Line Items]

Line of credit facility, interest rate during period

2.25%

2%

Convertible Notes and Indenture

Debt Instrument [Line Items]

Debt Instrument, Face Amount

$ 65,500

$ 75,000,000

Convertible Senior Notes due

7%

Accrued interest

$ 500,000

500,000

Debt Instrument, Convertible, Conversion Price

$ 11.5

Converted Instrument, Shares Issued

86.9565

Convertible Notes Payable, Current

$ 1,000

Gain loss on notes payable fair value

9,800,000

9,800,000

Interest Expense on Debt

600,000

Fair value of the Convertible Notes

1,100,000

1,100,000

Change in fair value of notes payable

9,200,000

9,200,000

Convertible Notes and Indenture | First Tranche Notes [Member]

Debt Instrument [Line Items]

Fair value of the Convertible Notes

65,100,000

65,100,000

Convertible Notes and Indenture | Second Tranche Notes [Member]

Debt Instrument [Line Items]

Fair value of the Convertible Notes

$ 74,900,000

$ 74,900,000

Convertible Notes and Indenture | Minimum [Member]

Debt Instrument [Line Items]

Weighted average sale price

$ 7.5

Nogin Inc [Member]

Debt Instrument [Line Items]

Line of credit facility, interest rate description

interest rate of the greater of 2.25% plus prime rate as published by the Wall Street Journal or 5.50%.

Other loans payable, long-term

$ 2,266,000

Gain on loan forgiveness

$ 2,266,000

Debt conversion, converted instrument, warrants or options issued

33,357

Class of Warrant or Right, Exercise Price of Warrants or Rights

$ 0.01

Nogin Inc [Member] | Paycheck Protection Program Loan [Member]

Debt Instrument [Line Items]

Debt instrument, maturity date

Apr. 22, 2022

Debt Instrument, Face Amount

$ 2,300,000

$ 2,300,000

Debt instrument, interest rate

1%

1%

Other loans payable, long-term

2,300,000

Gain on loan forgiveness

$ 2,300,000

Nogin Inc [Member] | Notes Payable [Member]

Debt Instrument [Line Items]

Line of credit facility, maximum borrowing capacity

$ 15,000,000

Line of credit facility, current borrowing capacity

$ 1,000,000

Line of credit facility, remaining borrowing capacity

$ 5,000,000

Debt instrument, description of variable rate basis

bear an interest at a rate per annum of 6.25% plus the greater of 3.25% or the prime rate as published by the Wall Street Journal

Debt instrument, basis spread on variable rate

6.25%

Debt instrument, periodic payment, principal

139,000

278,000

Debt instrument, fee amount

$ 300,000

$ 600,000

Repayments of debt

$ 1,000,000

Nogin Inc [Member] | Notes Payable [Member] | First Tranche Notes [Member]

Debt Instrument [Line Items]

Debt instrument, maturity date

Sep. 01, 2026

Line of credit facility, current borrowing capacity

$ 10,000,000

Nogin Inc [Member] | Notes Payable [Member] | Second Tranche Notes [Member]

Debt Instrument [Line Items]

Debt instrument, maturity date

Nov. 01, 2026

Line of credit facility, current borrowing capacity

$ 5,000,000

Nogin Inc [Member] | Notes Payable [Member] | Third Tranche Notes [Member]

Debt Instrument [Line Items]

Debt Instrument, Face Amount

5,000,000

Line of credit facility, current borrowing capacity

$ 5,000,000

Debt instrument, description of variable rate basis

bear an interest at a rate per annum of 6.25% plus the greater of 3.25% or the prime rate as published by the Wall Street Journal

Debt instrument, basis spread on variable rate

6.25%

Debt instrument, fee amount

$ 50,000

Nogin Inc [Member] | Prime Rate [Member] | Notes Payable [Member]

Debt Instrument [Line Items]

Debt instrument, basis spread on variable rate

3.25%

Nogin Inc [Member] | Prime Rate [Member] | Notes Payable [Member] | Third Tranche Notes [Member]

Debt Instrument [Line Items]

Debt instrument, basis spread on variable rate

3.25%

Nogin Inc [Member] | Revolving Credit Facility [Member]

Debt Instrument [Line Items]

Line of credit facility, maximum borrowing capacity

$ 8,000,000

$ 3,000,000

Line of credit facility, interest rate during period

5.50%

15%

Line of credit interest rate per day

0.0415%

Debt instrument, maturity date

Jun. 30, 2023

Jul. 19, 2020

Long-term line of credit

$ 4,700,000

Line of credit facility, remaining borrowing capacity

4,700,000

Nogin Inc [Member] | Revolving Credit Facility [Member] | Prime Rate [Member]

Debt Instrument [Line Items]

Line of credit facility, interest rate during period

2.25%

Nogin Inc [Member] | Line of Credit [Member]

Debt Instrument [Line Items]

Long-term line of credit

348,000

$ 0

Nogin Inc [Member] | Letter of Credit [Member]

Debt Instrument [Line Items]

Long-term line of credit

$ 3,000,000

LONG-TERM DEBT - Schedule of Co

LONG-TERM DEBT - Schedule of Components of Long-Term Notes Payable (Detail) - USD ($) $ in Thousands	Sep. 30, 2022	Dec. 31, 2021
Debt Instrument [Line Items]
Total	$ 0	$ 19,249
Nogin Inc [Member]
Debt Instrument [Line Items]
Long-Term Debt		20,950
Less: Unamortized Exit Fee payment		(884)
Less: Unamortized warrant discount		(678)
Less: Unamortized debt issuance costs		(139)
Total		19,249
Nogin Inc [Member] | First Tranche Notes [Member]
Debt Instrument [Line Items]
Long-Term Debt		10,000
Nogin Inc [Member] | Second Tranche Notes [Member]
Debt Instrument [Line Items]
Long-Term Debt		5,000
Nogin Inc [Member] | Third Tranche Notes [Member]
Debt Instrument [Line Items]
Long-Term Debt		5,000
Nogin Inc [Member] | First Tranche Notes Exit Fee [Member]
Debt Instrument [Line Items]
Long-Term Debt		600
Nogin Inc [Member] | Second Tranche Notes Exit Fee [Member]
Debt Instrument [Line Items]
Long-Term Debt		300
Nogin Inc [Member] | Third Tranche Notes Exit Fee [Member]
Debt Instrument [Line Items]
Long-Term Debt		$ 50

LONG-TERM DEBT - Schedule of Ma

LONG-TERM DEBT - Schedule of Maturities of Long-Term Notes Payable (Detail) - Nogin Inc [Member] $ in Thousands	Dec. 31, 2021 USD ($)
Debt Instrument [Line Items]
2022 (remaining)	$ 0
2023	6,022
2024	5,000
2025	5,000
2026	4,928
Thereafter	0
Total	$ 20,950

WARRANTS - Summary of Changes i

WARRANTS - Summary of Changes in the Fair Value of the Warrant Liability Included in Other Long Term Liabilities (Detail) - Nogin Inc [Member] - Warrant Liability [Member] - USD ($) $ in Thousands	12 Months Ended
	Dec. 31, 2021	Dec. 31, 2020
Fair Value, Liabilities Measured on Recurring Basis, Unobservable Input Reconciliation [Line Items]
Beginning balance	$ 0	$ 0
Fair value of Warrants at inception of Note Agreement	738	0
Change in fair value of warrant liability	(177)	0
Ending balance	$ 561	$ 0

WARRANTS AND DERIVATIVES - Addi

WARRANTS AND DERIVATIVES - Additional Information (Detail) $ / shares in Units, $ in Thousands		1 Months Ended	3 Months Ended	9 Months Ended		12 Months Ended
	Aug. 11, 2021 $ / shares shares	Jul. 31, 2022 USD ($) shares	Sep. 30, 2022 USD ($) $ / shares	Sep. 30, 2022 USD ($) $ / shares shares	Sep. 30, 2021 USD ($)	Dec. 31, 2021 USD ($) $ / shares shares	Dec. 31, 2020 USD ($) $ / shares
Class of Warrant or Right [Line Items]
Number of warrants granted to purchase shares of common stock | shares		13,343
Common stock par value | $ / shares			$ 0.0001	$ 0.0001		$ 0.0001
Common stock at fair value		$ 428
Fair value adjustment on warrant liability				$ 717	$ 0
Fair value of the warrant liability						$ 561
Fair value of the warrant liability			$ 0	0		$ 561
Business combination acquired fair value			$ 2,000	$ 2,000
Liquidity fee percentages less				3.50%
Proceeds from Issuance of Warrants				$ 65,500	$ 0
Change in fair value of the derivative liability				$ 100
Class of warrant or right, convertible, conversion ratio						4.34
Promissory Note Warrants [Member]
Class of Warrant or Right [Line Items]
Number of warrants granted to purchase shares of common stock | shares				31,024
Class of warrant or right, exercise price of warrants or rights | $ / shares			$ 0.01	$ 0.01
January Twelve Two Thousand And Twenty Seven [Member]
Class of Warrant or Right [Line Items]
Number of warrants granted to purchase shares of common stock | shares				75,000
July Twenty Two Thousand And Twenty Eight [Member]
Class of Warrant or Right [Line Items]
Number of warrants granted to purchase shares of common stock | shares				25,000
Granted in Two Thousand And Seventeen And Two Thousand And Eighteen [Member]
Class of Warrant or Right [Line Items]
Number of warrants granted to purchase shares of common stock | shares				100,000
Class of warrant or right, exercise price of warrants or rights | $ / shares			$ 0.96	$ 0.96
Measurement Input, Expected Dividend Rate [Member]
Class of Warrant or Right [Line Items]
Warrants liability measurement input			0	0		0.23
Measurement Input, Discount for Lack of Marketability [Member]
Class of Warrant or Right [Line Items]
Warrants liability measurement input						0
Note Agreement [Member]
Class of Warrant or Right [Line Items]
Number of warrants granted to purchase shares of common stock | shares	33,357
Class of warrant or right, exercise price of warrants or rights | $ / shares	$ 0.01
Fair value adjustment on warrant liability			$ 208	$ 717
Standby Agreement [Member]
Class of Warrant or Right [Line Items]
Fair value of the warrant liability			$ 1,900	$ 1,900
Pipe Warrants [Member]
Class of Warrant or Right [Line Items]
Number of warrants granted to purchase shares of common stock | shares				1,396,419
Class of warrant or right, exercise price of warrants or rights | $ / shares			$ 0.01	$ 0.01
Common stock par value | $ / shares			11.5	11.5
Sale of Stock, Price Per Share | $ / shares			$ 18	$ 18
Proceeds from Issuance of Warrants				$ 377
Nogin Inc [Member]
Class of Warrant or Right [Line Items]
Class of warrant or right, exercise price of warrants or rights | $ / shares						$ 0.01
Common stock par value | $ / shares						$ 0.0001	$ 0.0001
Fair value adjustment on warrant liability						$ (177)
Fair value of the warrant liability							$ 0
Nogin Inc [Member] | January Twelve Two Thousand And Twenty Seven [Member]
Class of Warrant or Right [Line Items]
Number of warrants granted to purchase shares of common stock | shares						75,000
Nogin Inc [Member] | July Twenty Two Thousand And Twenty Eight [Member]
Class of Warrant or Right [Line Items]
Number of warrants granted to purchase shares of common stock | shares						25,000
Nogin Inc [Member] | Granted in Two Thousand And Seventeen And Two Thousand And Eighteen [Member]
Class of Warrant or Right [Line Items]
Number of warrants granted to purchase shares of common stock | shares						100,000
Class of warrant or right, exercise price of warrants or rights | $ / shares						$ 0.96
Nogin Inc [Member] | Other Long Term Liability [Member]
Class of Warrant or Right [Line Items]
Fair value of the warrant liability						$ 561
Nogin Inc [Member] | Other Income [Member]
Class of Warrant or Right [Line Items]
Fair value adjustment on warrant liability						$ 177
Nogin Inc [Member] | Note Agreement [Member]
Class of Warrant or Right [Line Items]
Number of warrants granted to purchase shares of common stock | shares	33,357
Class of warrant or right, exercise price of warrants or rights | $ / shares	$ 0.01
Financial Institution [Member]
Class of Warrant or Right [Line Items]
Ownership interest			80%	80%
Aggregate Purchase Price Percentage				20%
Financial Institution [Member] | Subscription Agreement [Member]
Class of Warrant or Right [Line Items]
Number of warrants granted to purchase shares of common stock | shares				517,079
Class of warrant or right, exercise price of warrants or rights | $ / shares			$ 10.17	$ 10.17
Aggregate Purchase Price Percentage				20%

WARRANTS AND DERIVATIVES - Sche

WARRANTS AND DERIVATIVES - Schedule of Significant Inputs And Valuation Technique Used To Measure Fair Value of The Warrants (Detail)	Sep. 30, 2022 $ / shares	Dec. 31, 2021 $ / Warrant $ / shares	Aug. 11, 2021 $ / Warrant
Fair Value Measurement Inputs and Valuation Techniques [Line Items]
Common Stock, Par or Stated Value Per Share	$ 0.0001	$ 0.0001
Measurement Input Common Stock Fair Value Per Share [Member] | Fair Value, Inputs, Level 3 [Member]
Fair Value Measurement Inputs and Valuation Techniques [Line Items]
Warrants and Rights Outstanding, Measurement Input | $ / Warrant		16.81	22.13
Common Stock, Par or Stated Value Per Share		$ 16.81
Measurement Input, Exercise Price [Member] | Fair Value, Inputs, Level 3 [Member]
Fair Value Measurement Inputs and Valuation Techniques [Line Items]
Warrants and Rights Outstanding, Measurement Input | $ / Warrant		0.01	0.01
Class of Warrant or Right, Exercise Price of Warrants or Rights		$ 0.01
Measurement Input, Price Volatility [Member] | Fair Value, Inputs, Level 3 [Member]
Fair Value Measurement Inputs and Valuation Techniques [Line Items]
Warrants and Rights Outstanding, Measurement Input		0.757	0.757
Measurement Input, Risk Free Interest Rate [Member] | Fair Value, Inputs, Level 3 [Member]
Fair Value Measurement Inputs and Valuation Techniques [Line Items]
Warrants and Rights Outstanding, Measurement Input		0.0053	0.0053
Measurement Input, Expected Dividend Rate [Member]
Fair Value Measurement Inputs and Valuation Techniques [Line Items]
Warrants and Rights Outstanding, Measurement Input	0	0.23
Measurement Input, Expected Dividend Rate [Member] | Fair Value, Inputs, Level 3 [Member]
Fair Value Measurement Inputs and Valuation Techniques [Line Items]
Warrants and Rights Outstanding, Measurement Input		0	0

WARRANTS AND DERIVATIVES - sc_2

WARRANTS AND DERIVATIVES - schedule of changes in the warrant liability (Details) - USD ($) $ in Thousands	3 Months Ended	9 Months Ended
	Sep. 30, 2022	Sep. 30, 2022	Sep. 30, 2021
Liabilities [Abstract]
Balance as of December 31, 2021		$ 561
Liability classified Warrant issued		428
Change in warrant fair value		717	$ 0
Settlement of warrant liability in common stock	$ (1,706)	(1,706)
Balance as of September 30, 2022	$ 0	$ 0

FAIR VALUE MEASUREMENTS - Summa

FAIR VALUE MEASUREMENTS - Summary of Assets and Liabilities Measured at Fair Value on Recurring Basis (Details) - USD ($) $ in Thousands	Sep. 30, 2022	Dec. 31, 2021
Defined Benefit Plan Disclosure [Line Items]
Investment in unconsolidated affiliates	$ 11,675	$ 13,570
Convertible Notes Payable	74,486	0
Standby Agreement derivative liability	1,900	0
Deferred cash consideration	10,900
Fair Value, Inputs, Level 3 [Member]
Defined Benefit Plan Disclosure [Line Items]
Warrant liability	0	561
Investment in unconsolidated affiliates	11,674	13,570
Convertible Notes Payable	74,942	0
Deferred cash consideration	$ 3,865	$ 0

FAIR VALUE MEASUREMENTS - Addit

FAIR VALUE MEASUREMENTS - Additional Information (Details) $ in Millions	9 Months Ended
	Sep. 30, 2022 USD ($)
Deferred Compensation Arrangement with Individual, Excluding Share-Based Payments and Postretirement Benefits [Line Items]
Consideration in cash	$ 5.9
Payments for Merger Related Costs	15
Cash Acquired in Excess of Payments to Acquire Business	15
Accounts Payable	5
Remaining Consideration In Cash	5.9
Fair Value Of Distribution Against Accumulated Deficit	13.3
Deferred cash consideration	10.9
Assets, Fair Value Adjustment	4.1
other (loss) income	0.3
fair value option
Deferred Compensation Arrangement with Individual, Excluding Share-Based Payments and Postretirement Benefits [Line Items]
Non-current Cash Consideration	4.2
Current Cash Consideration	5
fair value of the deferred cash [Member]
Deferred Compensation Arrangement with Individual, Excluding Share-Based Payments and Postretirement Benefits [Line Items]
Non-current Cash Consideration	4.2
Deferred cash consideration	3.9
Maximum [Member]
Deferred Compensation Arrangement with Individual, Excluding Share-Based Payments and Postretirement Benefits [Line Items]
Consideration in cash	15
Minimum [Member]
Deferred Compensation Arrangement with Individual, Excluding Share-Based Payments and Postretirement Benefits [Line Items]
Consideration in cash	$ 4.1

INCOME TAX - Additional Informa

INCOME TAX - Additional Information (Details) - USD ($) $ in Thousands	6 Months Ended	9 Months Ended		12 Months Ended
	Jun. 30, 2022	Sep. 30, 2022	Sep. 30, 2021	Dec. 31, 2021	Dec. 31, 2020	Dec. 31, 2019
Income Tax Contingency [Line Items]
Deferred income taxes		$ 134
Nogin Inc [Member]
Income Tax Contingency [Line Items]
Statutory federal income tax rate		21%		21%	21%	21%
Deferred income taxes		$ 134	$ 82	$ 1,174	$ 0	$ 0
Income Tax Examination, Description	Company had no uncertain tax positions or potential losses related to uncertain tax positions.
Domestic Country Member | Nogin Inc [Member]
Income Tax Contingency [Line Items]
Operating Loss Carryforwards				$ 17,500	9,600
Net Operating Loss Expiration Year				2031
State and Local Jurisdiction [Member] | Nogin Inc [Member]
Income Tax Contingency [Line Items]
Operating Loss Carryforwards				$ 18,100	$ 9,100
Net Operating Loss Expiration Year				2031

INCOME TAX - Summary of Net Def

INCOME TAX - Summary of Net Deferred Tax Assets (liability) (Detail) - Nogin Inc [Member] - USD ($)	Dec. 31, 2022	Dec. 31, 2021	Dec. 31, 2020
Deferred tax assets (liability)
Net operating loss carryforward		$ 4,950,000	$ 2,654,000
Reserve for doubtful accounts		62,000	120,000
Accrued Expenses		343,000	277,000
Deferred state tax		169,000	0
163(j) interest limitation		166,000	0
Amortization		58,000	189,000
Total deferred tax assets (liability)	$ 3,240	5,748
Deferred Tax Liabilities
Depreciation		(73,000)	0
Other deferred tax liabilities		(26,000)	0
Unrealized gain (loss) on joint venture		(2,541,000)	0
Deferred Tax Liabilities, Gross		(2,640,000)	0
Valuation Allowance		(4,282,000)	(3,240,000)
Net deferred tax liability		$ (1,174,000)	$ 0

INCOME TAX - Summary of Income

INCOME TAX - Summary of Income Tax Provision (Detail) - USD ($) $ in Thousands	3 Months Ended		9 Months Ended		12 Months Ended
	Sep. 30, 2022	Sep. 30, 2021	Sep. 30, 2022	Sep. 30, 2021	Dec. 31, 2021	Dec. 31, 2020	Dec. 31, 2019
Total			$ 134
Income tax provision	$ 69	$ 366	134	$ 82
Nogin Inc [Member]
Federal, Current					$ 0	$ 0	$ 0
State and Local, Current					1	190	25
Total					1	190	25
Federal, Deferred					371	0	0
State and Local, Deferred					803	0	0
Total			$ 134	$ 82	1,174	0	0
Income tax provision					$ 1,175	$ 190	$ 25

INCOME TAX - Summary of Company

INCOME TAX - Summary of Company's Effective Tax Rate (Detail) - Nogin Inc [Member]	9 Months Ended	12 Months Ended
	Sep. 30, 2022	Dec. 31, 2021	Dec. 31, 2020	Dec. 31, 2019
Statutory federal income tax rate	21%	21%	21%	21%
State taxes, net of federal tax benefit		57%	(20.00%)	78%
PPP Loan		(43.00%)	0%	0%
Return to provision		11%	11%	268%
Other Adjustments		2%	0%	0%
Change in Valuation allowance		58%	(32.00%)	(268.00%)
Income tax provision		106%	(20.00%)	99%

PREFERRED STOCK - Additional In

PREFERRED STOCK - Additional Information (Detail) $ / shares in Units, $ in Millions			12 Months Ended
	Jun. 02, 2017 USD ($) $ / shares shares	May 14, 2014 USD ($) $ / shares shares	Dec. 31, 2021 USD ($) $ / shares	Dec. 31, 2020 USD ($) $ / shares
Temporary Equity [Line Items]
Preferred Stock, Convertible, Conversion Ratio			4.34
Class A Redeemable Convertible Preferred Stock [Member]
Temporary Equity [Line Items]
Temporary equity par or stated value per share			$ 0.0001
Class A Redeemable Convertible Preferred Stock [Member] | Nogin Inc [Member]
Temporary Equity [Line Items]
Temporary equity, stock issued during period, shares, new issues | shares		2,042,483
Temporary equity par or stated value per share		$ 0.0001	0.0001	$ 0.0001
Temporary equity, stock issued during period, value, new issues | $		$ 3.1
Temporary equity, redemption price per share			$ 2.295
Temporary equity, liquidation preference | $			$ 6.3	$ 6.3
Temporary equity issue price per share			$ 1.53
Liquidation event distribution per share over issue price			two times
Class B Redeemable Convertible Preferred Stock [Member]
Temporary Equity [Line Items]
Temporary equity par or stated value per share			$ 0.0001
Class B Redeemable Convertible Preferred Stock [Member] | Nogin Inc [Member]
Temporary Equity [Line Items]
Temporary equity, stock issued during period, shares, new issues | shares	1,459,462
Temporary equity par or stated value per share	$ 0.0001		0.0001	$ 0.0001
Temporary equity, stock issued during period, value, new issues | $	$ 4.3
Temporary equity, redemption price per share			$ 4.45335
Temporary equity, liquidation preference | $			$ 8.7	$ 8.7
Temporary equity issue price per share			$ 2.9689
Liquidation event distribution per share over issue price			two times

COMMON STOCK - Additional Infor

COMMON STOCK - Additional Information (Detail)	12 Months Ended
	Dec. 31, 2021
Nogin Inc [Member]
Common stock, voting rights	one

STOCK COMPENSATION PLAN - Addi

STOCK COMPENSATION PLAN - Additional Information (Detail) - Nogin Inc [Member] - USD ($) $ / shares in Units, $ in Thousands	12 Months Ended
	Dec. 31, 2021	Dec. 31, 2020	Dec. 31, 2019	Dec. 31, 2018
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items]
Share based compensation by share based payment award vesting period	4 years
Share based compensation by share based payment award options outstanding weighted average exercise price	$ 2.85	$ 2.95	$ 1.52
Share based compensation by share based payment award options outstanding shares	163,444	137,421	53,200
Share based compensation by share based payment award vested ad exercisable	163,444	137,421	53,200
Allocated share based compensation expense	$ 52	$ 130
Unrecognized stock compensation cost related to nonvested share based compensation arrangements	$ 23	$ 44	$ 1
Period of share based compensation nonvested shares compensation cost expected to recognized	1 year
Share-Based Payment Arrangement, Option [Member]
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items]
Number of stock options granted	0	191,590	0
Share based compensation by share based payment award options outstanding shares	196,060	221,060	54,470	54,470
Share based compensation by share based payment award number of shares issued	0	191,590	0
Common Stock [Member]
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items]
Share based compensation by share based payment award number of shares authorized	611,833
Two Thousand And Thirteen Stock Incentive Plan [Member]
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items]
Number of stock options granted	415,773	406,398	557,363

STOCK COMPENSATION PLAN - Summa

STOCK COMPENSATION PLAN - Summary of Stock Options (Detail) - Nogin Inc [Member] - shares	12 Months Ended
	Dec. 31, 2021	Dec. 31, 2020	Dec. 31, 2019
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items]
Beginning balance	137,421	53,200
Ending balance	163,444	137,421	53,200
Share-Based Payment Arrangement, Option [Member]
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items]
Beginning balance	221,060	54,470	54,470
Granted	0	191,590	0
Exercised	0	0	0
Forfeited / Terminated	(25,000)	(25,000)	0
Ending balance	196,060	221,060	54,470

STOCK COMPENSATION PLAN - Sum_2

STOCK COMPENSATION PLAN - Summary of the Fair Market Value for Awards Granted (Detail) - Nogin Inc [Member]	12 Months Ended
	Dec. 31, 2020
Expected dividend yield	0%
Expected volatility	47%
Expected term (years)	6 years
Risk-free interest rate	1.35%

ACQUISITION -financial informat

ACQUISITION -financial information related to Betabrand (Details) $ in Thousands	12 Months Ended
	Dec. 31, 2021 USD ($)
Business Acquisition, Pro Forma Information [Abstract]
Net revenue	$ 4,317
Gross margin	3,156
Net income	$ 560

ACQUISITION - Additional Inform

ACQUISITION - Additional Information (Details) - Beta Brand [Member] $ in Millions	Dec. 02, 2021 USD ($)
Business Acquisition [Line Items]
Payment to acquire business	$ 7
Goodwill	3.1
Nogin Inc [Member]
Business Acquisition [Line Items]
Payment to acquire business	7
Goodwill	$ 3.1

ACQUISITION - summary of finali

ACQUISITION - summary of finalized fair value of the assets and assumed liabilities (Details) - USD ($) $ in Thousands	Sep. 30, 2022	Dec. 31, 2021	Dec. 02, 2021
Finite-Lived Intangible Assets [Line Items]
Inventory			$ 2,408
Other current assets			741
Property and equipment	$ 4,416	$ 2,696	25
Internal-use software and website			348
Total identifiable assets			7,265
Accounts payable			151
Deferred revenue			3,224
Total Liabilities			3,375
Inventory			2,408
Other current assets			741
Property and equipment			26
Internal-use software and website			348
Customer relationships			2,538
Developed technology			748
Trade name			438
Security Deposits			19
Total identifiable assets			7,266
Liabilities assumed
Accounts payable			151
Deferred revenue			3,224
Total liabilities			3,375
Customer Relationships
Finite-Lived Intangible Assets [Line Items]
Intangible assets			2,538
Developed technology
Finite-Lived Intangible Assets [Line Items]
Intangible assets			748
Trade Names
Finite-Lived Intangible Assets [Line Items]
Intangible assets			438
Security Deposits
Finite-Lived Intangible Assets [Line Items]
Intangible assets			$ 19

RELATED PARTY TRANSACTIONS - Ad

RELATED PARTY TRANSACTIONS - Additional Information (Detail) - USD ($)	3 Months Ended			9 Months Ended		12 Months Ended
	Sep. 30, 2022	Jun. 30, 2022	Sep. 30, 2021	Sep. 30, 2022	Sep. 30, 2021	Dec. 31, 2021	Dec. 31, 2020	Dec. 31, 2019	Dec. 02, 2021
Related Party Transaction [Line Items]
Proceeds from Related Party Debt				$ 2,175,000	$ 0
Revenues	$ 20,974,000		$ 26,947,000	66,522,000	$ 55,221,000
Inventory, net									$ 2,408,000
Nogin Inc [Member]
Related Party Transaction [Line Items]
Revenues						$ 101,348,000	$ 45,517,000	$ 40,954,000
Promissory Note Warrants [Member]
Related Party Transaction [Line Items]
Proceeds from Related Party Debt		$ 200,000
Proceeds from (Repayments of) Related Party Debt		3,100,000
Promissory Note [Member]
Related Party Transaction [Line Items]
Proceeds from Related Party Debt		$ 2,000,000
Mod Cloth [Member]
Related Party Transaction [Line Items]
Revenues				4,400,000
Accounts receivables from related parties	7,700,000			7,700,000		5,300,000
Mod Cloth [Member] | Nogin Inc [Member]
Related Party Transaction [Line Items]
Revenues						8,100,000
Accounts receivables from related parties						$ 5,300,000
IPCO Holdings LLC [Member]
Related Party Transaction [Line Items]
Revenues				4,900,000
Inventory, net	600,000			600,000
IPCO Holdings LLC [Member] | Promissory Note [Member]
Related Party Transaction [Line Items]
Promissory note – related party	200,000			200,000
PIPE Related Parties [Member]
Related Party Transaction [Line Items]
Convertible Debt	1,500,000			1,500,000
PIPE Related Parties [Member] | Chief Executive Officer [Member]
Related Party Transaction [Line Items]
Proceeds from Issuance of Long-Term Debt				1,500,000
PIPE Related Parties [Member] | Promissory Note Warrants [Member]
Related Party Transaction [Line Items]
Convertible Debt	32,142			32,142
PIPE Related Parties [Member] | Promissory Note [Member]
Related Party Transaction [Line Items]
Long-Term Debt, Fair Value	$ 1,700,000			$ 1,700,000

REVENUE - Summary of Disaggrega

REVENUE - Summary of Disaggregation Of Revenue (Detail) - USD ($) $ in Thousands	3 Months Ended		9 Months Ended		12 Months Ended
	Sep. 30, 2022	Sep. 30, 2021	Sep. 30, 2022	Sep. 30, 2021	Dec. 31, 2021	Dec. 31, 2020	Dec. 31, 2019
Revenue	$ 20,974	$ 26,947	$ 66,522	$ 55,221
Commerce-as-a-Service Revenue
Revenue	5,422	4,409	15,729	13,791
Product sales revenue
Revenue	8,645	15,224	29,401	19,739
Marketing revenue
Revenue	3,417	4,319	11,104	13,127
Shipping revenue
Revenue	2,574	1,583	6,688	4,405
Other revenue
Revenue	$ 916	$ 1,412	$ 3,600	$ 4,159
Nogin Inc [Member]
Revenue					$ 101,348	$ 45,517	$ 40,954
Nogin Inc [Member] | Commerce-as-a-Service Revenue
Revenue					19,830	20,227	22,460
Nogin Inc [Member] | Product sales revenue
Revenue					51,346
Nogin Inc [Member] | Marketing revenue
Revenue					19,249	14,142	10,177
Nogin Inc [Member] | Shipping revenue
Revenue					7,030	5,363	3,535
Nogin Inc [Member] | Other revenue
Revenue					$ 3,893	$ 5,785	$ 4,782

EARNINGS PER SHARE - Summary of

EARNINGS PER SHARE - Summary of Basic and Diluted Net Loss per Share (Detail) - USD ($) $ / shares in Units, $ in Thousands	3 Months Ended						9 Months Ended		12 Months Ended
	Sep. 30, 2022	Jun. 30, 2022	Mar. 31, 2022	Sep. 30, 2021	Jun. 30, 2021	Mar. 31, 2021	Sep. 30, 2022	Sep. 30, 2021	Dec. 31, 2021	Dec. 31, 2020	Dec. 31, 2019
Numerator: Basic EPS
Net loss	$ (28,896)	$ (10,973)	$ (9,942)	$ (251)	$ 3,819	$ (1,494)	$ (49,812)	$ 2,074
Less: Undistributed earnings attributable to participating securities	0			0			0	(581)
Net loss attributable to common stockholders-basic	$ (28,896)			$ (251)			$ (49,812)	$ 1,493
Denominator: Basic EPS
Weighted average shares of common stock outstanding-basic	49,921,209			39,621,946			43,092,760	39,621,946
Net loss per share attributable to common stock-basic	$ (0.58)			$ (0.01)			$ (1.16)	$ 0.04
Numerator: Diluted EPS
Net income (loss) attributable to common stockholders-diluted	$ (28,896)			$ (251)			$ (49,812)	$ 1,493
Denominator: Diluted EPS
Weighted average shares of common stock outstanding diluted	49,921,209			39,621,946			43,092,760	39,621,946
Dilutive potential shares of common stock:
Options to purchase shares of common stock	0			0			0	728,284
Warrants to purchase shares of common stock	0			0			0	546,049
Weighted average shares of common stock outstanding-diluted	49,921,209			39,621,946			43,092,760	40,896,279
Net income (loss) per common share – diluted	$ (0.58)			$ (0.01)			$ (1.16)	$ 0.04
Nogin Inc [Member]
Numerator: Basic EPS
Net loss									$ (65)	$ (1,140)	$ 0
Less: Undistributed earnings attributable to participating securities									0	0	0
Net loss attributable to common stockholders-basic									$ (65)	$ (1,140)	$ 0
Denominator: Basic EPS
Weighted average shares of common stock outstanding-basic									39,621,946	39,621,946	39,621,946
Net loss per share attributable to common stock-basic									$ 0	$ (0.03)	$ 0
Numerator: Diluted EPS
Net income (loss) attributable to common stockholders-diluted									$ (65)	$ (1,140)	$ 0
Denominator: Diluted EPS
Weighted average shares of common stock outstanding diluted									39,621,946	39,621,946	39,621,946
Dilutive potential shares of common stock:
Options to purchase shares of common stock									0	0	0
Warrants to purchase shares of common stock									0	0	0
Weighted average shares of common stock outstanding-diluted									39,621,946	39,621,946	39,621,946
Net income (loss) per common share – diluted									$ 0	$ (0.03)	$ 0

EARNINGS PER SHARE - Summary _2

EARNINGS PER SHARE - Summary Of Antidilutive Securities Excluded From Computation Of Earnings Per Share (Detail) - shares	3 Months Ended		9 Months Ended		12 Months Ended
	Sep. 30, 2022	Sep. 30, 2021	Sep. 30, 2022	Sep. 30, 2021	Dec. 31, 2021	Dec. 31, 2020	Dec. 31, 2019
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items]
Antidilutive Securities Excluded from Computation of Earnings Per Share, Amount	2,166,825	0	730,212	0
Series A Convertible, Redeemable Preferred Shares [Member]
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items]
Antidilutive Securities Excluded from Computation of Earnings Per Share, Amount	5,492,133	8,864,495	7,728,022	8,864,495
Series A Convertible, Redeemable Preferred Shares [Member] | Nogin Inc [Member]
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items]
Antidilutive Securities Excluded from Computation of Earnings Per Share, Amount					2,042,483	2,042,483	2,042,483
Series B Convertible, Redeemable Preferred Shares [Member]
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items]
Antidilutive Securities Excluded from Computation of Earnings Per Share, Amount	3,924,419	6,334,150	5,522,080	6,334,150
Series B Convertible, Redeemable Preferred Shares [Member] | Nogin Inc [Member]
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items]
Antidilutive Securities Excluded from Computation of Earnings Per Share, Amount					1,459,462	1,459,562	1,459,562
Share-Based Payment Arrangement [Member]
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items]
Antidilutive Securities Excluded from Computation of Earnings Per Share, Amount	1,927,862	0	2,419,681	0
Warrant [Member]
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items]
Antidilutive Securities Excluded from Computation of Earnings Per Share, Amount	472,624	0	572,779	0
Pipe Warrants [Member]
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items]
Antidilutive Securities Excluded from Computation of Earnings Per Share, Amount	531,246	0	179,028	0
Swag Warrants [Member]
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items]
Antidilutive Securities Excluded from Computation of Earnings Per Share, Amount	8,136,240	0	2,741,883	0

MEZZANINE EQUITY AND SHAREHOL_2

MEZZANINE EQUITY AND SHAREHOLDERS DEFICIT - Additional Information (Detail) - $ / shares	Sep. 30, 2022	Dec. 31, 2021
Business Combination, Description [Abstract]
Common Stock, Shares Authorized	500,000,000	60,760,816
Common Stock, Par or Stated Value Per Share	$ 0.0001	$ 0.0001
Convertible Preferred Stock, Shares Issued upon Conversion	15,200,000
Preferred Stock, Shares Authorized	50,000,000
Preferred Stock, Par or Stated Value Per Share	$ 0.0001

COMMITMENTS AND CONTINGENCIES -

COMMITMENTS AND CONTINGENCIES - Additional Information (Detail) - USD ($) $ in Thousands			9 Months Ended		12 Months Ended
	Dec. 31, 2018	Jul. 31, 2018	Sep. 30, 2022	Sep. 30, 2021	Dec. 31, 2021	Dec. 31, 2020	Dec. 31, 2019
Other Commitments [Line Items]
Operating Lease Monthly Lease Payments		$ 75
Operating Lease Expiration Description		May 2023	November 2028
Operating Lease, Expense			$ 4,100	$ 2,700
Operating Sublease Monthly Payments Receivable		$ 87
Operating Sublease Expiration Description		May 2023
Lessee Operating Sublease Income Receivable Year One and Year Two		$ 1,000
Lessee Operating Sublease Income Receivable Year Three		435
Nogin Inc [Member]
Other Commitments [Line Items]
Operating Lease Monthly Lease Payments		$ 75
Operating Lease Expiration Description		May 2023			November 2028
Operating Lease, Expense					$ 4,000	$ 2,800	$ 2,000
Operating Sublease Monthly Payments Receivable	$ 87
Operating Sublease Expiration Description	May 2023
Lessee Operating Sublease Income Receivable Year One and Year Two	$ 1,000
Lessee Operating Sublease Income Receivable Year Three	$ 435
Maximum [Member]
Other Commitments [Line Items]
Operating Lease Monthly Lease Payments			124
Maximum [Member] | Nogin Inc [Member]
Other Commitments [Line Items]
Operating Lease Monthly Lease Payments					82
Minimum [Member]
Other Commitments [Line Items]
Operating Lease Monthly Lease Payments			$ 36
Minimum [Member] | Nogin Inc [Member]
Other Commitments [Line Items]
Operating Lease Monthly Lease Payments					$ 35

COMMITMENTS AND CONTINGENCIES_2

COMMITMENTS AND CONTINGENCIES - Schedule of Future Minimum Lease Payments Under Non Cancelable Terms (Detail) - USD ($) $ in Thousands	Sep. 30, 2022	Dec. 31, 2021
Other Commitments [Line Items]
2022 (remaining payments)	$ 570
2023	1,272
2024	873
2025	900
2026	927
Thereafter	1,853
Lessee, Operating Lease, Liability, to be Paid, Total	$ 6,395
Nogin Inc [Member]
Other Commitments [Line Items]
2022 (remaining payments)		$ 3,017
2023		1,272
2024		873
2025		900
2026		927
Thereafter		1,853
Lessee, Operating Lease, Liability, to be Paid, Total		$ 8,842

SUBSEQUENT EVENTS - Additional

SUBSEQUENT EVENTS - Additional Information (Detail) - USD ($) $ / shares in Units, $ in Thousands		1 Months Ended	6 Months Ended	9 Months Ended
	Dec. 01, 2022	Jul. 31, 2022	Jun. 30, 2022	Sep. 30, 2022	Sep. 30, 2021
Subsequent Event [Line Items]
Proceeds from promissory notes				$ 8,000	$ 0
Promissory Notes [Member]
Subsequent Event [Line Items]
Debt Conversion, Converted Instrument, Warrants or Options Issued			31,024
Class of Warrant or Right, Exercise Price of Warrants or Rights			$ 0.01
Proceeds from promissory notes			$ 7,000
Maximum [Member] | Promissory Notes [Member]
Subsequent Event [Line Items]
Debt instrument interest rate terms			3.50
Minimum [Member] | Promissory Notes [Member]
Subsequent Event [Line Items]
Debt instrument interest rate terms			7.75
Subsequent Event [Member] | Mod Cloth [Member] | Inventory Financing Arrangement [Member]
Subsequent Event [Line Items]
Repayment of loan inventory financing arrangement	$ 1,000
Subsequent Event [Member] | Investments in Majority-owned Subsidiaries [Member] | Mod Cloth [Member]
Subsequent Event [Line Items]
Investments in and advances to affiliates, balance, principal amount	1,500
Subsequent Event [Member] | Nogin Inc [Member] | Mod Cloth [Member] | Inventory Financing Arrangement [Member]
Subsequent Event [Line Items]
Repayment of loan inventory financing arrangement	1,000
Subsequent Event [Member] | Nogin Inc [Member] | Investments in Majority-owned Subsidiaries [Member] | Mod Cloth [Member]
Subsequent Event [Line Items]
Investments in and advances to affiliates, balance, principal amount	$ 1,500
Subsequent Event [Member] | Nogin Inc [Member] | Line of Credit [Member]
Subsequent Event [Line Items]
Line Of Credit Facility Maximum Borrowing Capacity		$ 3,000
Subsequent Event [Member] | Nogin Inc [Member] | Promissory Notes [Member]
Subsequent Event [Line Items]
Debt instrument maturity date description			May 2023
Debt Conversion, Converted Instrument, Warrants or Options Issued		13,343	31,024
Class of Warrant or Right, Exercise Price of Warrants or Rights		$ 0.01	$ 0.01
Proceeds from promissory notes		$ 3,000	$ 7,000
Subsequent Event [Member] | Nogin Inc [Member] | Maximum [Member] | Promissory Notes [Member]
Subsequent Event [Line Items]
Debt instrument interest rate terms		3.5	3.5
Subsequent Event [Member] | Nogin Inc [Member] | Minimum [Member] | Promissory Notes [Member]
Subsequent Event [Line Items]
Debt instrument interest rate terms		7.75	7.75