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Software Acquisition Group Inc. III - SWAG

  • Commons

    $9.90

    -0.05%

    SWAG Vol: 102.0

  • Warrants

    $0.63

    +0.81%

    SWAGW Vol: 28.7K

  • Units

    $10.20

    +0.20%

    SWAGU Vol: 0.0

Average: 0
Rating Count: 0
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SPAC Stats

Market Cap: 225.7M
Average Volume: 63.0K
52W Range: $9.77 - $9.96
Weekly %: -0.05%
Monthly %: +0.05%
Inst Owners: 1

Info

Target: Searching
Days Since IPO: 122
Unit composition:
Each unit has an offering price of $10.00 and consists of one share of our Class A common stock and one-third of one redeemable warrant
Trust Size: 20000000.0M

Management

Officers, Directors and Director Nominees,” “Management — Conflicts of Interest” and “Certain Relationships and Related Party Transactions.”Our officers, directors, security holders and their respective affiliates may have competitive pecuniary interests that conflict with our interests.We have not adopted a policy that expressly prohibits our directors, officers, security holders or affiliates from having a direct or indirect pecuniary or financial interest in any investment to be acquired or disposed of by us or in any transaction to which we are a party or have an interest. In fact, we may enter into an initial business combination with a target business that is affiliated with our sponsor, our directors or officers. We do not have a policy that expressly prohibits any such persons from engaging for their own account in business activities of the types conducted by us. Accordingly, such persons or entities may have a conflict between their interests and ours.The personal and financial interests of our directors and officers may influence their motivation in timely identifying and selecting a target business and completing a business combination. Consequently, our directors’ and officers’ discretion in identifying and selecting a suitable target business may result in a conflict of interest when determining whether the terms, conditions and timing of a particular business combination are appropriate and in our stockholders’ best interest. If this were the case, it would be a breach of their fiduciary duties to us as a matter of Delaware law and we or our stockholders might have a claim against such individuals for infringing on our stockholders’ rights. However, we might not ultimately be successful in any claim we may make against them for such reason.We may engage in an initial business combination with one or more target businesses that have relationships with entities that may be affiliated with our sponsor, officers, directors or existing holders that may raise potential conflicts of interest.In light of the involvement of our sponsor, officers and directors with other entities, we may decide to acquire one or more businesses affiliated with our sponsor, officers or directors. Our directors also serve as officers and board members 52 TABLE OF CONTENTSfor other entities, including, without limitation, those described under the section of this prospectus entitled “Management — Conflicts of Interest.” Such entities may compete with us for business combination opportunities. Our sponsor, officers and directors are not currently aware of any specific opportunities for us to complete our initial business combination with any entities with which they are affiliated, and there have been no substantive discussions concerning an initial business combination with any such entity or entities. Although we will not be specifically focusing on, or targeting, any transaction with any affiliated entities, we would pursue such a transaction if we determined that such affiliated entity met our criteria for an initial business combination as set forth in the section of this prospectus entitled “Proposed Business — Selection of a Target Business and Structuring of our Initial Business Combination” and such transaction was approved by a majority of our disinterested directors. Despite our agreement to obtain an opinion from an independent investment banking firm or another independent entity that commonly renders valuation opinions, regarding the fairness to the Company and our stockholders from a financial point of view of an initial business combination with one or more domestic or international businesses affiliated with our officers, directors or existing holders, potential conflicts of interest still may exist and, as a result, the terms of the initial business combination may not be as advantageous to our public stockholders as they would be absent any conflicts of interest. These risks may become more acute as the 24-month deadline for the completion of our initial business combination.Our management may not be able to maintain control of a target business after our initial business combination.We may structure an initial business combination so that the post-transaction company in which our public stockholders own shares will own less than 100% of the equity interests or assets of a target business, but we will only complete such business combination if the post-transaction company owns or acquires 50% or more of the outstanding voting securities of the target or otherwise acquires a controlling interest in the target sufficient for us not to be required to register as an investment company under the Investment Company Act. We will not consider any transaction that does not meet such criteria. Even if the post-transaction company owns 50% or more of the voting securities of the target, our stockholders prior to the initial business combination may collectively own a minority interest in the post business combination company, depending on valuations ascribed to the target and us in the initial business combination. For example, we could pursue a transaction in which we issue a substantial number of new shares of Class A common stock in exchange for all of the outstanding capital stock of a target. In this case, we would acquire a 100% interest in the target. However, as a result of the issuance of a substantial number of new shares of common stock, our stockholders immediately prior to such transaction could own less than a majority of our outstanding shares of common stock subsequent to such transaction. In addition, other minority stockholders may subsequently combine their holdings resulting in a single person or group obtaining a larger share of our stock than we initially acquired. Accordingly, this may make it more likely that our management will not be able to maintain our control of the target business. We cannot provide assurance that, upon loss of control of a target business, new management will possess the skills, qualifications or abilities necessary to profitably operate such business.Changes in the market for directors and officers liability insurance could make it more difficult and more expensive for us to negotiate and complete an initial business combination.In recent months, the market for directors and officers liability insurance for special purpose acquisition companies has changed. Fewer insurance companies are offering quotes for directors and officers liability coverage, the premiums charged for such policies have generally increased and the terms of such policies have generally become less favorable. There can be no assurance that these trends will not continue.The increased cost and decreased availability of directors and officers liability insurance could make it more difficult and more expensive for us to negotiate an initial business combination. In order to obtain directors and officers liability insurance or modify its coverage as a result of becoming a public company, the post-business combination entity might need to incur greater expense, accept less favorable terms or both. However, any failure to obtain adequate directors and officers liability insurance could have an adverse impact on the post-business combination’s ability to attract and retain qualified officers and directors.In addition, even after we were to complete an initial business combination, our directors and officers could still be subject to potential liability from claims arising from conduct alleged to have occurred prior to the initial business combination. As a result, in order to protect our directors and officers, the post-business combination entity may need to purchase additional insurance with respect to any such claims (“run-off insurance”). The need for run-off insurance would be an added expense for the post-business combination entity, and could interfere with or frustrate our ability to consummate an initial business combination on terms favorable to our investors.53 TABLE OF CONTENTSRisks Relating to our SecuritiesThe securities in which we invest the funds held in the trust account could bear a negative rate of interest, which could reduce the value of the assets held in trust such that the per-share redemption amount received by public shareholders may be less than $10.00 per share.The proceeds held in the trust account will be invested only in U.S. government treasury obligations with a maturity of 185 days or less or in money market funds meeting certain conditions under Rule 2a-7 under the Investment Company Act, which invest only in direct U.S. government treasury obligations. While short-term U.S. government treasury obligations currently yield a positive rate of interest, they have briefly yielded negative interest rates in recent years. Central banks in Europe and Japan pursued interest rates below zero in recent years, and the Open Market Committee of the Federal Reserve has not ruled out the possibility that it may in the future adopt similar policies in the United States. In the event that we are unable to complete our initial business combination or make certain amendments to our amended and restated certificate of incorporation, our public shareholders are entitled to receive their pro-rata share of the proceeds held in the trust account, plus any interest income, net of taxes paid or payable (less, in the case we are unable to complete our initial business combination, $100,000 of interest). Negative interest rates could reduce the value of the assets held in trust such that the per-share redemption amount received by public shareholders may be less than $10.00 per share.If we are deemed to be an investment company under the Investment Company Act, we may be required to institute burdensome compliance requirements and our activities may be restricted, which may make it difficult for us to complete our initial business combination.If we are deemed to be an investment company under the Investment Company Act, our activities may be restricted, including:⯀restrictions on the nature of our investments; and⯀restrictions on the issuance of securities, each of which may make it difficult for us to complete our initial business combination.In addition, we may have imposed upon us burdensome requirements, including:⯀registration as an investment company;⯀adoption of a specific form of corporate structure; and⯀reporting, record keeping, voting, proxy and disclosure requirements and other rules and regulations.In order not to be regulated as an investment company under the Investment Company Act, unless we can qualify for an exclusion, we must ensure that we are engaged primarily in a business other than investing, reinvesting or trading in securities and that our activities do not include investing, reinvesting, owning, holding or trading “investment securities” constituting more than 40% of our total assets (exclusive of U.S. government securities and cash items) on an unconsolidated basis. Our business will be to identify and complete an initial business combination and thereafter to operate the post-transaction business or assets for the long term. We do not plan to buy businesses or assets with a view to resale or profit from their resale. We do not plan to buy unrelated businesses or assets or to be a passive investor.We do not believe that our anticipated principal activities will subject us to the Investment Company Act. To this end, the proceeds held in the trust account may only be invested in U.S. “government securities,” within the meaning of Section 2(a)(16) of the Investment Company Act, having a maturity of 185 days or less or in money market funds meeting certain conditions under Rule 2a-7 promulgated under the Investment Company Act, which invest only in direct U.S. government treasury obligations. Pursuant to the trust agreement, the trustee is not permitted to invest in other securities or assets. By restricting the investment of the proceeds to these instruments, and by having a business plan targeted at acquiring and growing businesses for the long term (rather than on buying and selling businesses in the manner of a merchant bank or private equity fund), we intend to avoid being deemed an “investment company” within the meaning of the Investment Company Act. This offering is not intended for persons who are seeking a return on investments in government securities or investment securities. The trust account is intended as a holding place for funds pending the earliest to occur of: (i) the completion of our initial business combination; (ii) the redemption of any public shares properly submitted in connection with a stockholder vote to amend our amended and restated certificate of incorporation to (A) modify the substance or timing of our obligation to provide for the redemption of our public shares in connection 54 TABLE OF CONTENTSwith an initial business combination or to redeem 100% of our public shares if we do not complete our initial business combination within 24 months from the closing of this offering or (B) with respect to any other material provisions relating to stockholders’ rights or pre-initial business combination activity,; or (iii) absent an initial business combination within 24 months from the closing of this offering, our return of the funds held in the trust account to our public stockholders as part of our redemption of the public shares. If we do not invest the proceeds as discussed above, we may be deemed to be subject to the Investment Company Act. If we were deemed to be subject to the Investment Company Act, compliance with these additional regulatory burdens would require additional expenses for which we have not allotted funds and may hinder our ability to complete an initial business combination or may result in our liquidation. If we are unable to complete our initial business combination, our public stockholders may receive only approximately $10.00 per share, or less in certain circumstances described herein, on the liquidation of our trust account and our warrants will expire worthless.If we seek stockholder approval of our initial business combination and we do not conduct redemptions pursuant to the tender offer rules, and if you or a “group” of stockholders are deemed to hold in excess of 15% of our Class A common stock, you will lose the ability to redeem all such shares in excess of 15% of our Class A common stock.If we seek stockholder approval of our initial business combination and we do not conduct redemptions in connection with our initial business combination pursuant to the tender offer rules, our amended and restated certificate of incorporation will provide that a public stockholder, together with any affiliate of such stockholder or any other person with whom such stockholder is acting in concert or as a “group” (as defined under Section 13 of the Exchange Act), will be restricted from seeking redemption rights with respect to more than an aggregate of 15% of the shares sold in this offering without our prior consent, which we refer to as the “Excess Shares.” However, we would not be restricting our stockholders’ ability to vote all of their shares (including Excess Shares) for or against our initial business combination. Your inability to redeem the Excess Shares will reduce your influence over our ability to complete our initial business combination and you could suffer a material loss on your investment in us if you sell Excess Shares in open market transactions. Additionally, you will not receive redemption distributions with respect to the Excess Shares if we complete our initial business combination. And as a result, you will continue to hold that number of shares exceeding 15% and, in order to dispose of such shares, would be required to sell your stock in open market transactions, potentially at a loss.The Nasdaq may delist our securities from trading on its exchange, which could limit investors’ ability to make transactions in our securities and subject us to additional trading restrictions.We have applied to have our units listed on the Nasdaq. We expect that our units will be listed on the Nasdaq on or promptly after the date of this prospectus. Following the date the shares of our Class A common stock and warrants are eligible to trade separately, we anticipate that the shares of our Class A common stock and warrants will be separately listed on the Nasdaq. We cannot guarantee that our securities will be approved for listing on the Nasdaq. Although after giving effect to this offering we expect to meet, on a pro forma basis, the minimum initial listing standards set forth in the Nasdaq listing standards, we cannot assure you that our securities will be, or will continue to be, listed on the Nasdaq in the future or prior to our initial business combination. In order to continue listing our securities on the Nasdaq prior to our initial business combination, we must maintain certain financial, distribution and stock price levels. Generally, we must maintain a minimum number of holders of our securities (400 public holders). Additionally, in connection with our initial business combination, we will be required to demonstrate compliance with Nasdaq’s initial listing requirements, which are more rigorous than Nasdaq’s continued listing requirements, in order to continue to maintain the listing of our securities on the Nasdaq. For instance, our stock price would generally be required to be at least $4 per share. We cannot assure you that we will be able to meet those initial listing requirements at that time. If the Nasdaq delists our securities from trading on its exchange and we are not able to list our securities on another national securities exchange, we expect our securities could be quoted on an over-the-counter market. If this were to occur, we could face significant material adverse consequences, including:⯀a limited availability of market quotations for our securities;⯀reduced liquidity for our securities;⯀a determination that our Class A common stock is a “penny stock” which will require brokers trading in our Class A common stock to adhere to more stringent rules and possibly result in a reduced level of trading activity in the secondary trading market for our securities;⯀a limited amount of news and analyst coverage; and55 TABLE OF CONTENTS⯀a decreased ability to issue additional securities or obtain additional financing in the future.The National Securities Markets Improvement Act of 1996, which is a federal statute, prevents or preempts the states from regulating the sale of certain securities, which are referred to as “covered securities.” Because we expect that our units and eventually our Class A common stock and warrants will be listed on the Nasdaq, our units, Class A common stock and warrants will be covered securities. Although the states are preempted from regulating the sale of our securities, the federal statute does allow the states to investigate companies if there is a suspicion of fraud, and, if there is a finding of fraudulent activity, then the states can regulate or bar the sale of covered securities in a particular case. While we are not aware of a state having used these powers to prohibit or restrict the sale of securities issued by blank check companies, other than the State of Idaho, certain state securities regulators view blank check companies unfavorably and might use these powers, or threaten to use these powers, to hinder the sale of securities of blank check companies in their states. Further, if we were no longer listed on the Nasdaq, our securities would not be covered securities and we would be subject to regulation in each state in which we offer our securities, including in connection with our initial business combination.We may issue additional shares of Class A common stock or preferred stock to complete our initial business combination or under an employee incentiv

Holder Stats

1 0
% of Shares Held by All Insider 0.00%
% of Shares Held by Institutions 6.75%
% of Float Held by Institutions 6.75%
Number of Institutions Holding Shares 1

Institutional Holders

Reporting Date Hedge Fund Shares Held Market Value % of Portfolio Quarterly Change in Shares Ownership in Company
2021-11-17 Centiva Capital LP 150,000 $1,480,000 0.1% 0 0.583%
2021-11-16 Schonfeld Strategic Advisors LLC 21,300 $210,000 0.0% 0 0.083%
2021-11-16 Oaktree Capital Management LP 200,000 $1,970,000 0.0% 0 0.777%
2021-11-16 Whitebox Advisors LLC 200,000 $1,980,000 0.0% 0 0.777%
2021-11-16 Beryl Capital Management LLC 699,996 $6,920,000 0.5% 0 2.718%
2021-11-16 Citadel Advisors LLC 800,000 $7,900,000 0.0% 0 3.107%
2021-11-16 Centiva Capital LP 150,000 $1,480,000 0.1% 0 0.583%
2021-11-15 Berkley W R Corp 148,366 $1,460,000 0.1% 0 0.576%
2021-11-15 Marshall Wace LLP 923,929 $9,130,000 0.0% 0 3.588%
2021-11-15 683 Capital Management LLC 790,000 $7,820,000 0.3% 0 3.068%
2021-11-15 CSS LLC IL 215,690 $2,130,000 0.1% 0 0.838%
2021-11-15 Balyasny Asset Management LLC 250,000 $2,470,000 0.0% 0 0.971%
2021-11-15 Highbridge Capital Management LLC 1,020,406 $10,080,000 0.3% 0 3.963%
2021-11-12 Weiss Asset Management LP 550,000 $5,420,000 0.1% 0 2.136%
2021-11-12 Credit Suisse AG 106,100 $1,050,000 0.0% 0 0.412%
2021-11-12 Bulldog Investors LLP 92,850 $920,000 0.3% 0 0.361%
2021-11-10 Goldman Sachs Group Inc. 10,000 $98,000 0.0% 0 0.039%
2021-11-10 MMCAP International Inc. SPC 300,000 $2,970,000 0.2% 0 1.165%
2021-11-09 Basso Capital Management L.P. 499,998 $4,950,000 0.6% 0 1.942%
2021-11-08 Toronto Dominion Bank 100,000 $990,000 0.0% 0 0.388%

SEC Filings

Form Type Form Description Filing Date Document Link
10-Q FORM 10-Q 2021-11-01 https://www.sec.gov/Archives/edgar/data/1841800/000119312521315586/d199192d10q.htm
10-Q FORM 10-Q 2021-09-13 https://www.sec.gov/Archives/edgar/data/1841800/000119312521271459/d134869d10q.htm
SC 13G SOFTWARE ACQUISITION GROUP INC. III 2021-08-12 https://www.sec.gov/Archives/edgar/data/1841800/000090266421003815/p21-1916sc13g.htm
8-K 8-K 2021-08-06 https://www.sec.gov/Archives/edgar/data/1841800/000114036121027354/brhc10027721_8k.htm
8-K FORM 8-K 2021-08-04 https://www.sec.gov/Archives/edgar/data/1841800/000114036121026915/nt10020430x12_8k.htm
8-K FORM 8-K 2021-08-02 https://www.sec.gov/Archives/edgar/data/1841800/000114036121026439/nt10020430x10_8k.htm
424B4 424B4 2021-07-30 https://www.sec.gov/Archives/edgar/data/1841800/000114036121026225/nt10020430x11_424b4.htm
EFFECT 2021-07-28 https://www.sec.gov/Archives/edgar/data/1841800/999999999521002949/xslEFFECTX01/primary_doc.xml
3 FORM 3 2021-07-28 https://www.sec.gov/Archives/edgar/data/1841800/000114036121025917/xslF345X02/form3.xml
3 FORM 3 2021-07-28 https://www.sec.gov/Archives/edgar/data/1841800/000114036121025916/xslF345X02/form3.xml
3 FORM 3 2021-07-28 https://www.sec.gov/Archives/edgar/data/1841800/000114036121025915/xslF345X02/form3.xml
3 FORM 3 2021-07-28 https://www.sec.gov/Archives/edgar/data/1841800/000114036121025914/xslF345X02/form3.xml
3 FORM 3 2021-07-28 https://www.sec.gov/Archives/edgar/data/1841800/000114036121025913/xslF345X02/form3.xml
3 FORM 3 2021-07-28 https://www.sec.gov/Archives/edgar/data/1841800/000114036121025912/xslF345X02/form3.xml
3 FORM 3 2021-07-28 https://www.sec.gov/Archives/edgar/data/1841800/000114036121025911/xslF345X02/form3.xml
3 FORM 3 2021-07-28 https://www.sec.gov/Archives/edgar/data/1841800/000114036121025910/xslF345X02/form3.xml
CERT 2021-07-28 https://www.sec.gov/Archives/edgar/data/1841800/000135445721000868/8A_cert_SWAG.pdf
8-A12B 8-A12B 2021-07-28 https://www.sec.gov/Archives/edgar/data/1841800/000114036121025825/nt10020430x9_8a12b.htm
CORRESP 2021-07-26 https://www.sec.gov/Archives/edgar/data/1841800/000114036121025632/filename1.htm
CORRESP 2021-07-26 https://www.sec.gov/Archives/edgar/data/1841800/000114036121025630/filename1.htm
S-1/A S-1/A 2021-07-14 https://www.sec.gov/Archives/edgar/data/1841800/000114036121024288/nt10020430x6_s1a.htm
S-1/A S-1/A 2021-06-15 https://www.sec.gov/Archives/edgar/data/1841800/000114036121020982/nt10020430x5_s1a.htm
S-1/A FORM S-1/A 2021-05-20 https://www.sec.gov/Archives/edgar/data/1841800/000114036121018134/nt10020430x4_s1a.htm
CORRESP 2021-03-17 https://www.sec.gov/Archives/edgar/data/1841800/000114036121008861/filename1.htm
S-1/A FORM S-1/A 2021-03-17 https://www.sec.gov/Archives/edgar/data/1841800/000114036121008858/nt10020430x2_s1a.htm
UPLOAD 2021-03-15 https://www.sec.gov/Archives/edgar/data/1841800/000000000021003066/filename1.pdf
S-1 S-1 2021-02-18 https://www.sec.gov/Archives/edgar/data/1841800/000114036121005274/nt10020430x1_s1.htm