SecProbe.io

November 5 , 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  October 9, 2013
File No.  333-191648

Dear Mr. Ali:

We have reviewed your registration statement  and your letter dated October 9, 2013  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
circumstanc es or do not believe an amendment is appropriate, 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.   Where we  reference
prior comments, we are referring to our September 6 , 2013 letter.

General

1. We note that you are registering shares of common stock underlying the underwriter
warrants.  Please advise why you are not also registering the offer and sale of those
warrants .  Refer to Question 139.05 of the Securities Act Sections Compliance and
Disclosure Interpretations .

2. We acknowledge your response to prior comment 6 and the related supplemental data
that has been provided in support of factual ass ertions contained in the prospectus.  We
reissue the comment as it applies to the following statement, for which support does not
appear to hav e bee n provided.
 Gartner predicts that by 2015, 20% of Global 1000 organizations will have
establ ished a strategic focus on information infrastructure equal to that of application

Nadir Ali
Sysorex Global Holdings Corp.
November 5,  2013
Page 2

 management.  This is one of five Gartner predictions about big data and information
infrastructure discussed in “Predicts 2013: Big Data and Information Infrastructure;”
a November 30, 2012 report that describes in detail how the big data phenomenon
will affect organizations, resources and information infrastructure.

3. Please  update your disclosure to reflect changes in current events.  For example, we refer
to the disclosure regarding the recent government shut -down.

Prospectus Cover Page

4. We note that you have disclosed that you have applied for listing on a national securities
exchange and that approval of such listing is a condition to this offering.  Please revise to
state the national securities exchange on which you have applied for li sting.

Prospectus Summary

The Company, page 1

5. Here or elsewhere as appropriate, please consider providing an organizational chart
outlining your corporate structure  and providing information on which lines of business
are operated by each entity.  Con sider also including a cross -reference to the chart in your
Business section.

6. Please quantify Shoom’s customer retention rate on page 2 and elsewhere in the
document as appropriate.

7. Revise your statement that “Sysorex’ U.S. government operations are pro fitable and this
division is growing” to clearly indicate whether this growth includes or excludes
“expected” contracts and awards.  Further, tell us whether any of your operations
represent a reportable operating segment as defined in ASC 280 -10-50-10.  W e note your
statement on page 34 that you “rely on adjusted EBITDA t o review and assess the
operating performance of [y]our Company as permitted by SFAS No. 131 .”  In addition,
when referencing pronouncements issued by the FASB, please reference the codifi cations
instead of the legacy pronouncements.

8. With reg ard to your statement that “Lil ien does not typically have long -term contracts”
revise to explain why there are significant non -current deferred revenue balances
associated with that business.  Revis e to disclose the terms typically granted for Lilien’s
contracts.

Where You Can Find More Information, page 6

9. This section appears to duplicate disclosure on page 69.  Please revise or advise.

Nadir Ali
Sysorex Global Holdings Corp.
November 5,  2013
Page 3

 Risk Factors, page 7

10. We note that  while the government contracting portion of your business now comprises
less than 10% of your total revenues, a substantial portion of the risk factors, in particular
those appearing at the beginning of this section, are focused on this porti on of your
business.  Please revise to discuss significant risks to your business, organized logically
and with the most significant risks appearing at the forepart of this section.  We refer you
to Item 503(c) of Regulation S -K.

Use of Proceeds, page 27

11. In regard to your acquisition of a developer of mobile device identification and locating
systems, please provide all the information called for by Instruction 6 to Item 504 of
Regulation S -K or advise why such information is not required.

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

Overview , page 31

12. Please r evise your discussion to address the impact of your proposed acquisition of a
developer of mobile device identification and locating systems on your futur e operations
and liquidity needs .  Refer to Section III  of SEC Release 33 -8350.

Critical Accounting Policies, page 32

13. Revise to explain the policies that require significant management estimates and
judgment.   In this regard, a cross -reference  to or recitation of the accounting policies
contained in the footnotes to the audited financial statements is not appropriate.   Your
discussion should enable investors to understand the method by which management
establishes its estimates, the potential vari ability in the most recent estimate , and the
impact this variability may have on reported results, financial condition , and liquidity.   If
there have been changes to estimates during the periods presented in the filing disclose
the nature of the changes an d the impact to your financial statements.  If changes have
not historically been material, disclose this fact.

14. Include in the discussion of your accounting policy for stock based compensation the
following disclosures for each date on which options were  granted or other equity
instruments were issued , beginning on March 20, 2013 and continuing through the date
of your filing:
 The number of options or shares granted, the exercise price, the fair value of the
common stock , and the fair value of each opti on, if applicable.
 Discuss the significant factors considered, assumptions made, and methodologies
used in determining the fair value of the instruments granted and the underlying
stock ; and

Nadir Ali
Sysorex Global Holdings Corp.
November 5,  2013
Page 4

  For the most recent grant or issuance, please reconcile and exp lain the difference
between the fair value of the underlying stock as of the most recent valuation date and
your IPO price of $5.00.

Business

Overview, page 41

15. Although you are in the process of conducting due diligence, you have “allocated
approximately $10.5 million of the proceeds” from this offering along with “stock and
earnout components” you  intend to use to acquire the target.  Please tell us what
consideration has been given to whether the target’s financial statements sho uld be
included in your registration statement pursuant to Rule 3 -05 of Regulation S -X.  Refer
also to Refer to FRC 506.02(c)(ii).   Tell us how you considered whether the acquisition is
probable.

The Lilien Acquisition, page 45

16. We note your disclosure i n this section and on this page under “The Shoom Acquisition”
that shares issued in connection with these transactions are subject to lock -up provisions
beginning on the effective date of your registration statement.  Please clarify whether
there are any w aiver provisions to these lock -up arrangements, and if so, who holds the
right to grant a waiver and under what circumstances.

Shoom Products and Services, page 45

17. Please provide support for the assertion that Shoom is a “leading ” provider of cloud
based  data analytics and enterprise solutions to the media, publishing , and entertainment
industries.

Pending Letter of Interest, page 46

18. We note your disclosure regarding your non -binding Letter of Interest with your
acquisition target and your plan t o use a majority of the net proceeds you will receive
from this offering to finance the transaction.  Please revise your disclosure to update the
status of your due diligence activities, any advances in the status of your negotiations
with the target s ince the filing of your registration statement  and to disclose the expected
probability o f completion of the acquisition  as well as an estimate of when you expect to
enter into a definitive agreement that will govern the acquisition.  Additionally, p lease
provide support for your claims that  the target “ is expected to generate in excess of $10
million in revenue without approximately 30% net income in 2014 with a 50% growth
rate expected for at least 2015 .”

Nadir Ali
Sysorex Global Holdings Corp.
November 5,  2013
Page 5

 Certain Relationships and Related Transacti ons, and Director Independence, page 60

19. We acknowledge your response to prior comment 24; however, it is unclear which of the
revised disclosure relates to the “business partner” described in Note 7 to your audited
financial statements.  In that regard, w e note that Note 7 discloses that $722,156 was
owed to this business partner as of December 31, 2012, yet this amount does not
correspond to any of the updated disclosure in this section.  Please advise.

20. Please update the disclosure in this section that i s related to any indebtedness involved in
transactions with related parties to provide all the information required by Item 404(a)(6)
of Regulation S -K.  We note, as a non -exclusive example, that you do not appear to have
disclosed the largest aggregate am ount of principal outstanding during the period for
which disclosure is being provided, in addition to the amounts outstanding as of the last
practicable dates.

Acquisition of Lilien, page 60

21. Your response t o prior comment 37 states that upon the listing of the c ompany’s
securities on a national securities exchange, it is expected  that Sysorex will have a seven -
member Board and the seats held by former shareholders of Lilien  will be reduced to one
member.   Please reconcile this statement with the s econd sentence in the second
paragraph of this section where you disclose that you have agreed to nominate Lilien’s
three representatives for re -election for two successive shareholder meetings.

Disclosure of Commission Position on Indemnification of Secu rities Act Liabilities, page 63

22. We note your response to prior comment 29, however, as you are providing the
undertaking required under 512(h), it continues to appear that this section is inapplicable
to your filing.  See Item 510 of Regulation S -K.  Plea se revise.

Sysorex Global Holdings, Corp.

Notes to Condensed Consolidated Financial Statements (Unaudited)

Note 3 – Significant Accounting Policies and Recent Accounting Pronouncements

Revenue Recognition, page F -8

23. We continue to evaluate your response to prior comment 33.  Please explain in greater
detail why you believe you are the primary obligor for the resale of third -party hardware
and maintenance.  Indicate whether the customer is purchasing other services fro m you
when acquiring third -party hardware.  Describe how a customer obtains maintenance
services when they need assistance or support in using the acquired hardware.  That is,
describe your involvement in that process and your obligations to the customer i f they are

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

 not satisfied with the services. Tell us whether your customers  enter into an agreement
directly with the third -party maintenance provider.  Also, describe your obligation to the
service provider if they incur cost overruns.  In addition, explai n in greater detail why
you believe you have inventory risk when hardware is shipped via dropped -shipment by
the supplier.

Note 4 – Acquisition of the Business of Lilien LLC , page F -10

24. We are considering your response to prior comment 36.  Expand your di sclosure to
describe the valuation method and significant assumptions used to fair value  the put
option and the contingent consideration as of the acquisition date.  This disclosure should
be included in Note 16 – Fair Value.

25. For each subsequent interim p eriod, update to disclose the changes in the values of the
variables used to value the guarantee and the put option.  For example, refer to the most
recent quoted value of your shares subsequent to their listing and the results of the gross
margin requirem ents that would impact the value of the contingent consideration and the
option.

26. We are considering your response to prior comment 37.  Explain in greater detail your
consideration of the significance of Lilien’s  financial position and results of operations as
compared to Sysorex for the interim period ending June 30, 2013, and September 30,
2013 if included in your next amendment, and for the year ending December 31, 2012.
Tell us the amount of revenue earned in  the interim period ending 2013 from Lilien and
Sysorex.

Note 15 – Warrants, page F -16

27. We note that that you issued 166,667 freestanding warrants in connection with your
Business Finance Agreement (“BFA”) which included a $5 million revolver.  Please te ll
us what consideration was given to guidance in paragraph 3 of ASC 835 -30-45 in
determining to account for the issuance of these warrants as compensation expense.  In
this regard, the issuance of freestanding warrants in connection with a line of credit
suggests that accounting recognition of a debt issuance cost  may be appropriate.

Note 20 – Subsequent Events

Acquisition of  Shoom,  Inc., page F-19

28. Tell us what consideration has been given to providing the financial statements of
Shoom, Inc. pursu ant to Rule 3 -05 of Regulation S -X.  Provide the significance
computations as set forth in Rule 1 -02(w) in support of your conclusion.

Nadir Ali
Sysorex Global Holdings Corp.
November 5,  2013
Page 7

 Bank Credit Line Amendment, page F -20

29. Please tell us how you intend to account for the issuance of 112,500 freestanding options
to Bridge Bank in connection with the August 29, 2013 amendment of the BFA.  Cite the
accounting literature on which you intend to rely in  giving accounting recognition to
these warrants.   We refer you to ASC 470 -50-40-21.

Pro Forma Condensed C ombined Balance Sheet, page F -58

30. Please provide analysis in support of your determination that no adjustment to Lilien’s
deferred revenue balance is required as part of purchase accounting.  In this regard,
identify the approach used to estima te the fair value of the legal obligations related to
Lilien’s deferred revenue on the acquis ition date and explain how you determined that
there should not be an adjustment to the carrying amount recorded on Lilien’s balance
sheet .

Exhibits

31. Please provi de us with the Lilien Disclosure Schedule and the Sysorex Disclosure
Schedule referred to in Exhibit 2.1.

32. We note your response to prior comment 23 and acknowledge the updated disclosure in
your Certain Relationships and Related Party Transactions section.  It does not appear,
however, that you have filed as exhibits any of the agreements governing the
arrange ments with your related parties.  Please file the agreements governing the amounts
due from Sysorex Consulting to Sysorex Saudi Arabia, Inc. and any agreements
governing the arrangements whereby you issued stock to Duroob Technology, Inc. in
satisfaction o f amounts owed by Sysorex Arabia LLC, or tell us why you are not required
to do so.  We refer you to Item 601(b)(10