B. Riley FBR, Inc.
299 Park Avenue
New York, NY 10171
November 18, 2019
VIA EDGAR
Securities and Exchange Commission
100 F. Street, N.E.
Mail Stop 3030
Washington, D.C. 20549
Attention: Ed Kelly
| Re: | Software Acquisition Group Inc. Registration Statement on Form S-1 (File No. 333-234327) |
Dear Ladies and Gentlemen:
Pursuant to Rule 461 of the General Rules and Regulations under the Securities Act of 1933, as amended (the “Act”), the undersigned, for itself and the several underwriters, hereby joins in the request of Software Acquisition Group Inc. that the effective date of the above-referenced Registration Statement be accelerated so as to permit it to become effective at 4:00 p.m., Eastern Standard Time, on November 19, 2019, or as soon thereafter as practicable.
Pursuant to Rule 460 of the General Rules and Regulations under the Act, the undersigned advises that as of the date hereof, approximately 805 copies of the Preliminary Prospectus, dated October 25, 2019, have been distributed to prospective underwriters and dealers, institutional investors, retail investors and others.
The undersigned advises that it has complied and will continue to comply with the requirements of Rule 15c2-8 under the Securities Exchange Act of 1934, as amended.
[Signature page follows]
| Very truly yours, | ||
B. Riley FBR, Inc., As Representative of the Several Underwriters | ||
| By: | /s/ Patrice McNicoll | |
| Name: | Patrice McNicoll | |
| Title: | Co-Head of Investment Banking | |
