SecProbe.io

September 6 , 2013

Via Email
Nadir Ali
Chief Executive Officer
Sysorex Global Holdings Corp.
3375 Scott Blvd., Suite 440
Santa Clara, CA  95054

Re: Sysorex Global Holdings Corp.
 Registration Statement on Form S-1
 Filed  August 12 , 2013
File No.  333-190574

Dear Mr. Ali:

We have reviewed your registration statement  and have the following comments.  In
some of our comments, we may ask you to provide us with information so we may better
understand your disclosure.

Please respond to this letter by amending your registration statement and providing the
requested information .  If you do not believe our comments apply to your facts and
circumstances or do not believe an amendment is a ppropriate, please tell us why in your
response.

After reviewing any amendment to your registration statement and the information you
provide in response to these  comments, we may have  additional comments.

General

1. Since you appear to qualify as an “ emerging growth company,” as defined in the
Jumpstart Our Business Startups Act, please:

 Disclose that you are an emerging growth company;
 Describe how and when a company may lose emerging growth company status;
 Briefly describe the various exemptions that are available to you, such as exemptions
from Section 404(b) of the Sarbanes -Oxley Act of 2002 and Section 14A(a) and (b)
of the Securities Exchange Act of 1934; and
 State your election under Section 107(b) of the JOBS Act:
o If you have elected to opt out of the extended transition period for complying
with new or revised accounting standards pursuant to Section 107(b), include a
statement that the election is irrevocable; or

Nadir Ali
Sysorex Global Holdings Corp.
September 6, 2013
Page 2

 o If you have elected to use the extended transition period for complying with
new or revised accounting standards under Section 102(b)(1), provide a risk
factor explaining that this election allows you to delay the adoption of new or
revised accounting standards that have different effective dates for public and
private companies unt il those standards apply to private companies.  Please state
in your risk factor that, as a result of this election, your financial statements may
not be comparable to companies that comply with public company effective
dates.  Include a similar statement in your critical accounting policy disclosures.

2. In addition to the above, consider describing the extent to which any of these exemptions
under the JOBS Act are available to you as a Smaller Reporting Company.

3. Please supplementally provide us with copies  of all written communications, as defined
in Rule 405 under the Securities Act, that you , or anyone authorized to do so on your
behalf , present to potential investors in reliance on Section 5(d) of the Securities Act,
whether or not they retain copies of the communications.  Similarly, please
supplementally provide us with any research reports about you that are published or
distributed in reliance upon Section 2(a)(3) of the Securities Act of 1933 added by
Section 105(a) of the Jumpstart Our Business Star tups Act by any broker or dealer that is
participating or wil l participate in your offering.

4. It appears that you will be conducting this offering in reliance on Rule 415.  Please
ensure that the appropriate box is checked on the cover page of the registra tion statement.

5. We note that you are registering for resale 6,888,233 shares of common stock, a
significant portion of which are held by related parties.  Additionally, it appears that the
company has an economic interest in the outcome of the offering as a result of the
“Guaranteed Amount” provisions of the Asset Purchase and Merger Agreement entered
into in connection with the acquisition of Lilien Systems.  As a result, it appears that this
offering by certain of the selling shareholders may be an off ering by or on behalf of the
company.  Please provide a detailed legal analysis to explain why this offering should be
appropriately characterized as a secondary offering under Rule 415.  For further
guidance, refer to Question 612.09 under the Division’s Compliance and Disclosure
Interpretations for the Securities Act Rules.

6. Please supplementally provide us with documentation supporting any factual assertions in
your prospectus, appropriately marked to highlight the sections relied upon and cross -
referen ced to your prospectus. For example, we note the following statements:

 “The U.S. government spends approximately $80 billion in IT spending annually and
this spending will continue although at a 3% compound annual growth rate (CAGR),
compared with 6% historically in the fi rst decade of the 21st Century.”
 “Security of all forms especially cyber -security are significant growth areas  . . . .”

Nadir Ali
Sysorex Global Holdings Corp.
September 6, 2013
Page 3

  “The technology segments like business intelligence, cloud computing, eDiscovery,
GIS and geospatial, non -relation al database management systems, Smart Grid, SOA,
unified communications and virtualization are expected to see double digit growth
during 2013 – 2018. ”
 “The total annual U.S. Federal IT market is expected to surpass $93 billion by 2018
(Source: Market Rese arch Media - U.S. Federal IT Market Forecast 2013 -2018.) ”
  “Spending on devices — smartphones, tablets and printers — has grown
exponentially, which should not surprise anybody, and will continue to grow, Gartner
said.”

Please note that the above list is not meant to be complete.  Additionally, for each factual
statement in your prospectus, please identify the source of such information  if it has not
already been identified .  To the extent any such assertions are management’s belief,
please clarify.  Also,  please advise whether any third -party reports or sources were
commissioned by you, and if so, please disclose this fact in the prospectus.

Calculation of Registration Fee

7. We note that you rely on Rule 416 to register an indeterminate number of addition al
shares of common stock  issuable as a result of the anti -dilution provisions in the Bridge
Bank warrants.  The footnote as written appears to exceed the scope of Rule 416.  Please
revise the footnote to track the language of Rule 416, which provides for the registration
of additional securities “being offered or issued to prevent dilution resulting from stock
splits, stock dividends or similar transactions.”

Outside Front Cover Page of Prospectus

8. Please disclose in the initial paragraph that this offe ring constitutes your initial public
offering.

9. Schedule A, paragraph 16 of the Securities Act and Item 501(b)(3) of Regulation S -K
require that you disclose the price at which the securities will be sold.  Given the lack of
an established market for your  securities, please disclose the fixed price  at which the
selling shareholders will sell the shares covered by the prospectus.  We will not object if
you state that the securities will be sold at the disclosed fixed price  until your shares are
listed  on a national securities exchange and thereafter at prevailing market prices or
privately negotiated prices.  Please make corresponding changes throughout the
prospectus.

Risk Factors, page 6

10. Item 503(c) of Regulation S -K requires that you “set forth each risk factor under a
subcaption that adequately describes the risk. ”  Several of your current risk factor

Nadir Ali
Sysorex Global Holdings Corp.
September 6, 2013
Page 4

 subcaptions do not adequately describe the risk to investors.  As examples, we note the
following subcaptions:

 “The company competes with much larger companies”;
 “Risks of fixed price government contracts”;
 “Dependence on key personnel who do not have public company regulatory
experience”;
 “Sysorex Arabia is currently without contracts”;   and
 “Our stock price may be volatile.”

Please review e ach risk factor and revise as necessary to succinctly state in your
subheading the risks that result from the facts or circumstances facing the company or
this offering.

Anti-Takeover, Limited Liability and Indemnification Provisions

“Some provisions of  our articles of incorporation and by -laws may deter takeover attempts . . . ,”
page 15

11. Please revise this risk factor to concisely describe the risk that affects the company or
makes the offering speculative or risky.  See Item 503(c) to Regulation S -K.

Forward Looking Statements, page 19

12. Please remove the reference to Section 27A of the Securities Act and Section 21E of the
Exchange Act.  The safe harbor for forward -looking statements provided by these
sections does not apply to statements made in co nnection with an initial  public offering.
See Securities Act Section 27A (b)(2)(D) and Exchange Act Section 21E(b)(2)(D).
Subparagraph (b)(1)(C) of Section 27A  concerning statements in filings of penny  stock
issuers may also apply to your company.

Use of Proceeds, page 20

13. You indicate on page 3 that you “ expect to use the proceeds received from the exercise of
the warrants, if any, for general working capital purposes and partial payment for
potential acquisitions .”  Please revise these disclosures to accurately and consistently
describe your intended use of proceeds.  Additionally, if the proceeds from the offering
may be used to finance acquisitions of other businesses, the status of any negotiations
with respect t o an acquisition, and a brief description of such business, should be
included to the extent that you reasonably determine that public disclosure of such
information would not jeopardize the acquisition.  Refer to Instruction 6 to Item 504 of
Regulation S -K.  Please revise or advise.

Nadir Ali
Sysorex Global Holdings Corp.
September 6, 2013
Page 5

 Market for Registrant’s Common Equity, Related Stockholder Matters and Issuer Purchases of
Equity Securities, page 20

14. We note that you have filed a Registration Rights Agreement as Exhibit 10.3.  Please
disclose the number o f shares entitled to registration rights and include a general
discussion of the origin of the registration rights.

Management’s Discussion and Analysis of Financial Condition and Results of Operation

Overview, page 21

15. Please expand this section to prov ide a balanced and meaningful discussion of known
material trends and uncertainties that will have, or are reasonably likely to have, a
material impact on your revenues or income or result in your liquidity decreasing or
increasing in any material way.  In this regard, we note the disclosure on page 14 that
Sysorex Arabia has no contracts and the discussion on page 15 regarding the financial
and operational challenges you have experienced in the last nine years .  Your discussion
of trends, challenges and un certainties should provide insight into the extent to which
reported financial information is indicative of future results .  Please provide additional
analysis concerning the quality and variability of your earnings and cash flows.  Further,
please discuss  in reasonable detail any economic or industry -wide factors relevant to your
company and any material opportunities, challenges and risks you may face in the short
and long term and the actions you are taking to address them.

Liquidity and Capital Resourc es – Bridge Bank Financing Agreement, page 26

16. Please revise to disclose the identity of the borrowers and the guarantor and the date on
which the agreement was entered into.  Please disclose the date on which the $4,175,000
was disbursed and to what entit ies disbursements were made.

17. Revise to describe the material terms of the agreement that may impact your liquidity, for
example, we refer to the lockbox arrangement and the required transfer of your deposit
accounts to your lender.  Describe what impact t hese arrangements may have on your
foreign subsidiaries.

Liquidity and Capital Resources – General, page 26

18. We note your disclosure here and in the risk factor on page 9 that you will need to raise
additional capital or alternative financing in 2013 or your will have to abandon your
expansion plans and/or curtail operations.  Revise this section to provide a
comprehensive analytical discussion of your current and available capital resources and
the extent to which they are sufficient to fund planned operations for a period of not less
than twelve months from the date of the registration statement.  To the extent you do not
have sufficient resources to fund planned operations for the twelve -month period, state

Nadir Ali
Sysorex Global Holdings Corp.
September 6, 2013
Page 6

 the estimated deficiency in dollar terms and discuss how you plan to address the
deficiency.  Provide a discussion of your expected cash needs, including a d iscussion of
specific cash needs over the next twelve months and a discussion of long -term liquidity.
Also disclose the minimum period of time that you will be able to conduct planned
operations using currently available capital resources.

Business, page  28

19. Please update your disclosure to discuss the types of contracts generally entered into with
you customers.  We note, for example only, your disclosure on page 31 that states that
Sysorex Government Services, Inc. provides its IT solutions and services  “through its
various government contract vehicles including [your] GSA Schedule, SPAWAR, TEIS -
III, SITE, and others .”  Your discussion should include, at minimum, a description of the
material terms of such contracts.  Also, we note the disclosure on page  7 that you derive a
significant portion of your revenue from a small number of contracts.  Please advise what
consideration you have given to filing these contracts as exhibits to your registration
statement.  Refer to Item 601(b)(10) of Regulation S -K.

20. We note your discussion in the risk factor on page 14 regarding your dependence on
subcontractors and the bulleted list on page 33 that identifies you as a subcontractor for a
number of prime contracts.  Please expand your disclosure in the Business sect ion to
further describe your relationships with prime contractors (where you act as
subcontractor) and with your subcontractors (where you act as prime contractor),
including a discussion on how such relationships are typically governed.

Management, pa ge 36

21. For each director, on an individual basis, discuss the specific experience, qualifications,
attributes , or skills that led the board to conclude that such person should serve as a
director.  See Item 401(e)(1) of Regulation S -K and for guidance, refer to Question
116.05 of the Division of Corporation Finance’s Compliance and Disclosure
Interpretations of Regulation S -K.

Executive Compensation, page 40

22. Please revise your disclosure to include the table and all other information required by
Item 402(r) of Regulation S -K or tell us why such information is not required.

Certain Relationships and Related Transactions, And Director Independence, page 43

23. We note your disclosure that there have been no transactions between the Company and
any of its officers, directors or their family members .  However, as of December 31,
2012, you had $ 1,829,141  of loan s payable to related parties, which you describe in Note
7 to your interim financial statements  on page F -12 and Note 6 to your audited financial

Nadir Ali
Sysorex Global Holdings Corp.
September 6, 2013
Page 7

 statements on page F -30.  Please revise to disclose these related party transactions.
Additionally, please note that for the purposes of Item 404(a) of Regulation S -K, related
persons includes any persons described in both Instructions 1.a. and 1.b. to Item 4 04(a) of
Regulation S -K; please ensure that your disclosure covers all such related persons.
Further, tell us what consideration you have given to filing the documents governing
these loans with related parties  as exhibits to this registration statement , as required by
Item 601(b)(10) of Regulation S -K.

24. Please advise whethe