Software Acquisition Group Inc. II - FORM S-1 - EX-23.1 - CONSENT OF MARCUM LLP - August 21, 2020

Attached files

file filename
S-1 - Software Acquisition Group Inc. IIfs12020_softwareacq2.htm
EX-99.8 - CONSENT OF MIKE NIKZAD - Software Acquisition Group Inc. IIfs12020ex99-8_softwareacq2.htm
EX-99.7 - CONSENT OF DR. PETER H. DIAMANDIS - Software Acquisition Group Inc. IIfs12020ex99-7_softwareacq2.htm
EX-99.6 - CONSENT OF STEVEN GUGGENHEIMER - Software Acquisition Group Inc. IIfs12020ex99-6_softwareacq2.htm
EX-99.5 - CONSENT OF STEPHANIE DAVIS - Software Acquisition Group Inc. IIfs12020ex99-5_softwareacq2.htm
EX-99.4 - CONSENT OF C. MATTHEW OLTON - Software Acquisition Group Inc. IIfs12020ex99-4_softwareacq2.htm
EX-99.3 - CONSENT OF ANDREW NIKOU - Software Acquisition Group Inc. IIfs12020ex99-3_softwareacq2.htm
EX-99.2 - FORM OF COMPENSATION COMMITTEE CHARTER - Software Acquisition Group Inc. IIfs12020ex99-2_softwareacq2.htm
EX-99.1 - FORM OF AUDIT COMMITTEE CHARTER - Software Acquisition Group Inc. IIfs12020ex99-1_softwareacq2.htm
EX-14 - FORM OF CODE OF ETHICS - Software Acquisition Group Inc. IIfs12020ex14_softwareacq2.htm
EX-10.8 - FORM OF ADMINISTRATIVE SUPPORT AGREEMENT BY AND BETWEEN THE REGISTRANT AND SOFTW - Software Acquisition Group Inc. IIfs12020ex10-8_softwareacq2.htm
EX-10.7 - FORM OF INDEMNITY AGREEMENT - Software Acquisition Group Inc. IIfs12020ex10-7_softwareacq2.htm
EX-10.6 - FORM OF PRIVATE PLACEMENT WARRANTS PURCHASE AGREEMENT BETWEEN THE REGISTRANT AND - Software Acquisition Group Inc. IIfs12020ex10-6_softwareacq2.htm
EX-10.5 - SECURITIES SUBSCRIPTION AGREEMENT, DATED JUNE 16, 2020, BETWEEN THE REGISTRANT A - Software Acquisition Group Inc. IIfs12020ex10-5_softwareacq2.htm
EX-10.4 - FORM OF REGISTRATION AND SHAREHOLDER RIGHTS AGREEMENT BETWEEN THE REGISTRANT AND - Software Acquisition Group Inc. IIfs12020ex10-4_softwareacq2.htm
EX-10.3 - FORM OF INVESTMENT MANAGEMENT TRUST AGREEMENT BETWEEN CONTINENTAL STOCK TRANSFER - Software Acquisition Group Inc. IIfs12020ex10-3_softwareacq2.htm
EX-10.2 - PROMISSORY NOTE, DATED JUNE 16, 2020, ISSUED TO SOFTWARE ACQUISITION HOLDINGS II - Software Acquisition Group Inc. IIfs12020ex10-2_softwareacq2.htm
EX-10.1 - FORM OF LETTER AGREEMENT AMONG THE REGISTRANT AND OUR OFFICERS, DIRECTORS AND SO - Software Acquisition Group Inc. IIfs12020ex10-1_softwareacq2.htm
EX-5.1 - OPINION OF ELLENOFF GROSSMAN & SCHOLE LLP - Software Acquisition Group Inc. IIfs12020ex5-1_softwareacq2.htm
EX-4.4 - FORM OF WARRANT AGREEMENT BETWEEN CONTINENTAL STOCK TRANSFER & TRUST COMPANY, LL - Software Acquisition Group Inc. IIfs12020ex4-4_softwareacq2.htm
EX-4.3 - SPECIMEN WARRANT CERTIFICATE - Software Acquisition Group Inc. IIfs12020ex4-3_softwareacq2.htm
EX-4.2 - SPECIMEN CLASS A COMMON STOCK CERTIFICATE - Software Acquisition Group Inc. IIfs12020ex4-2_softwareacq2.htm
EX-4.1 - SPECIMEN UNIT CERTIFICATE - Software Acquisition Group Inc. IIfs12020ex4-1_softwareacq2.htm
EX-3.3 - BY LAWS - Software Acquisition Group Inc. IIfs12020ex3-3_softwareacq2.htm
EX-3.2 - FORM OF AMENDED AND RESTATED CERTIFICATE OF INCORPORATION - Software Acquisition Group Inc. IIfs12020ex3-2_softwareacq2.htm
EX-3.1 - CERTIFICATE OF INCORPORATION - Software Acquisition Group Inc. IIfs12020ex3-1_softwareacq2.htm
EX-1.1 - FORM OF UNDERWRITING AGREEMENT - Software Acquisition Group Inc. IIfs12020ex1-1_softwareacq2.htm

Exhibit 23.1

 

Independent Registered Public Accounting Firm’s Consent

 

We consent to the inclusion in this Registration Statement of Software Acquisition Group, Inc. II on Form S-1 of our report dated July 13, 2020, which includes an explanatory paragraph as to the Company’s ability to continue as a going concern, with respect to our audit of the financial statements of Software Acquisition Group, Inc. II as of June 30, 2020 and for the period from June 16, 2020 (inception) through June 30, 2020, which report appears in the Prospectus, which is part of this Registration Statement. We also consent to the reference to our Firm under the heading “Experts” in such Prospectus.

 

/s/ Marcum llp

 

Marcum llp

New York, NY

August 21, 2020

Software Acquisition Group Inc. II Reports