Cover Page
Cover Page - USD ($) $ in Millions | 12 Months Ended | ||
Dec. 31, 2022 | Apr. 17, 2023 | Jun. 30, 2022 | |
Document Information [Line Items] | |||
Document Type | 10-K/A | ||
Document Annual Report | true | ||
Amendment Flag | true | ||
Document Period End Date | Dec. 31, 2022 | ||
Document Fiscal Year Focus | 2022 | ||
Document Fiscal Period Focus | FY | ||
Current Fiscal Year End Date | --12-31 | ||
Document Transition Report | false | ||
Entity Registrant Name | Nogin, Inc. | ||
Entity Central Index Key | 0001841800 | ||
Entity File Number | 001-40682 | ||
Entity Tax Identification Number | 86-1370703 | ||
Entity Interactive Data Current | Yes | ||
Entity Current Reporting Status | Yes | ||
Entity Incorporation, State Country Code | DE | ||
Entity Address, Address Line One | 1775 Flight Way | ||
Entity Address, Address Line Two | STE 400 | ||
Entity Address, City Or Town | Tustin | ||
Entity Address, State or Province | CA | ||
Entity Address, Postal Zip Code | 92782 | ||
City Area Code | 949 | ||
Local Phone Number | 222-0209 | ||
Entity Filer Category | Non-accelerated Filer | ||
Entity Well-known Seasoned Issuer | No | ||
Entity Voluntary Filers | No | ||
Entity Small Business | true | ||
Entity Emerging Growth Company | true | ||
Entity Ex Transition Period | false | ||
Entity Public Float | $ 228.1 | ||
Icfr Auditor Attestation Flag | false | ||
Auditor Firm ID | 248 | ||
Auditor Location | Newport Beach, California | ||
Auditor Name | Grant Thornton LLP | ||
Entity Shell Company | false | ||
Entity Common Stock, Shares Outstanding | 10,724,875 | ||
Amendment Description | This Amendment No. 1 on Form 10-K/A (“Form 10-K/A”) is being filed by Nogin, Inc. (“Nogin” or the “Company”) in order to disclose information required by Items 10, 11, 12, 13 and 14 of Part III of Form 10-K, which information was previously omitted from Nogin’s Form 10-K for the fiscal year ended December 31, 2022 (“2022 Original Form 10-K”) in reliance on Instruction G to Form 10-K. The 2022 Original Form 10-K was filed with the SEC on March 23, 2023. Nogin has elected to have its 2023 annual meeting of stockholders later in 2023. As a result, Nogin will not be filing its definitive proxy statement for the 2023 annual stockholders’ meeting within 120 days of the end of its most recent fiscal year (as required under Instruction G to Form 10-K). Therefore, Nogin is filing this Form 10-K/A in order to incorporate information that would have been contained in the definitive proxy statement into the 2022 Original Form 10-K. Nogin is also filing as Exhibits to the Form 10-K/A certifications with respect to this filing by its principal executive officer and principal financial officer pursuant to Section 302 of the Sarbanes-Oxley Act of 2002; accordingly, Item 15 of Part IV has also been amended to reflect the filing of these new exhibits. Because no financial statements are being filed in this Form 10-K/A, and this Form 10-K/A does not contain or amend any disclosure with respect to Items 307 and 308 of Regulation S-K, paragraphs 3, 4 and 5 of the certifications have been omitted. Nogin is also not including the certifications required under Section 906 of the Sarbanes-Oxley Act of 2002, since no financial statements are being filed with this Form 10-K/A. This Form 10-K/A is limited in scope to the items identified above and should be read in conjunction with the 2022 Original Form 10-K and Nogin’s other filings with the SEC. This Form 10-K/A does not reflect events occurring after the filing of the 2022 Original Form 10-K or modify or update those disclosures affected by subsequent events. Consequently, all other information is unchanged and reflects the disclosures made at the time of the filing of the 2022 Original Form 10-K. | ||
Common Stock [Member] | |||
Document Information [Line Items] | |||
Security of 12b Security | Common stock, par value $0.0001 per share | ||
Trading Symbol | NOGN | ||
Security Exchange Name | NASDAQ | ||
Warrant [Member] | |||
Document Information [Line Items] | |||
Security of 12b Security | Warrants to purchase Common Stock | ||
Trading Symbol | NOGNW | ||
Security Exchange Name | NASDAQ |