SecProbe.io

November 27, 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.
 Amendment No. 1 to Registration Statement on Form S-1
 Filed  November 12 , 2013
File No.  333-191648

Dear Mr. Ali:

We have reviewed your  letter dated November 12, 2013  and the above -referenced filing
and have the  follow ing comments.  R eference s to prior comments  are to those in our letter dated
November 5 , 2013 .

General

1. Update the financial statements pursuant to Rule 8 -03 of Regulation S -X.

2. We acknowledge your response to prior comment 1; however, we again note that you
appear to be registering the shares underlying t he underwriter warrants but not the
warrants themselves.  Please revise or advise.

Prospectus Summary

The Company

Overview, page 4

3. We note your response to prior comment 7.  Tell us why you believe it  is appropriate to
combine an immaterial reportable operating  segment with a material repo rtable  operating
segment.  We refer you to ASC 280 -10-50-13.  Identify the accounting lit erature th at
supports your presentation.

4. We note that you have made certain revisions to your disclosure in response to prior
comment 8.  Please clarify the frequency of Lilien’s long -term contract invoices and the
frequency of customer payments for the portion of Lilien’s customers with contracts
ranging from one to five years.  In this regard, you state that “revenues are typically

Nadir Ali
Sysorex Global Holdings Corp.
November 27, 2013
Page 2

 driven by purchase orders that are captured every month.”  Risk factor disclosure on page
17 describes Lilien’s lack of “fo rmal written agreements with many of [y]our clients” and
for those with whom Lilien has “such agreements [they] do not generally restrict [your]
clients from terminating or deciding not to renew… or from cancelling.”  Please explain
this apparent discrepancy.

Management and Discussion and Analysis of Financial Condition and Results of Operations

Critical Accounting Policies, page 32

5. We note your revised disclosures in response to prior comment 13.  Please tell us what
consideration you have given to including accounting for Business Combinations within
your critical accounting policies.

Stock -Based Compensation, page 39

6. We note that you have revised your disclosures related to accounting for stock -based
compensation and have included a paragraph at the end of your discussion related to the
valuation of your common stock.  Please revise to present a more thorough discussion of
the significant factors, assumptions and methodologies used in estimating the fair value
of your common stock.  At a minimum, revise your disclosures to include a narrative
discussion of the following:
 Explain what consideration was given to the prices at which your shares had
traded and the reasons for the difference in such values and those computed by
management.
 For each va luation date, clearly identify the valuation models employed, the
reasons for the selection of each method and the variables (e.g., weighted average
cost of capital, marketability discount and other adjustments) used in your
models.
 Where more than one method was used, disclose the weighting of each measure
and the method by which the values were allocated (e.g., PWERM).
 Discuss the factors that contributed to the difference between the fair values at
each valuation date and between the most recent valua tion and the midpoint of
your expected offering price range.
 Continue to update these disclosures in each pre -effective amendment.

Business

Pending Letter of Interest, page  54

7. We are continuing to evaluate your response to prior comment 15, as well as your revised
disclosures in response to prior comment 18.  Your response that the acquisition is not yet
probable notwithstanding, we are unable to fully evaluate your response until you have
provided us with an estimate of the significance of this potenti al acquisition based on the

Nadir Ali
Sysorex Global Holdings Corp.
November 27, 2013
Page 3

 significance computations set forth in Rule 1 -02(w).  Clarify the status of your
negotiation s with the Target company and identify the remaining terms that are open.
You state that you will “simultaneously sign a definitive agr eement and complete the
acquisition” prior to the effective date of your Prospectus.  This statement suggests that
remaining terms are not significant.  Further, w e note that you make reference within
MD&A to revenue, net income contributions, and growth r ates that appear  to imply that
the acquisition is probable.  If not probable, tell us why you believe including this
information here and elsewhere in your filing is appropriate if the acquisition is not
probable.

Certain Relationships and Related Party Transactions, page 70

8. We note your response to prior comment 19.  It still appears, however, that you do not
discuss in this sectio n the amounts you owe to a business partner in connection with the
non-interest cash advance you received in 2009, as described in Note 7 to Sysorex Global
Holdings’ consolidated financial statements.  Please revise or advise.

Sysorex Global Holdings, Corp.

Notes to Condensed Consolidated  Financial Statements (Unaudited)

Note 3 – Revenue Recognition, page F -8

9. We are continuing to evaluate your response to prior comment 23.  We note your
statement that “ the parties to the contract include Lilien, [y]our customer and the third -
party service provider .”  Indicate whether you have separate contracts with each party.
Indicate whether your customer has a contract directly with the third -party service
provider (“Provider”).  Tell us whether the Provider is the manufactu rer of the hardware
or software sold to your customers.  Further, tell us whether you have refunded amounts
to customers who were either dissatisfied with services provided or had unused
maintenance.  In these cases, confirm that you did not have any remed y for relief from
the Provider.

Note 4 – Business Combin ation, page F -10

10. We note your response to prior comment 26 .  It remains unclear to us why Lilien would
not be deemed to be a predecessor of the registrant.  In this regard, we note that Lilien
appe ars to be significantly larger than the registrant’s historical operations.  Please
address the following:
 Tell us why the factors you cite in your prior response should be considered in an
analysis of whether an entity is a predecessor of the registrant i n light of the
definition of a predecessor specified in Rule 405 of Regulation C (“Rule 405”).  In
this regard, Rule 405 appears to focus on relative size rather than the types of
factors you discuss in your response.

Nadir Ali
Sysorex Global Holdings Corp.
November 27, 2013
Page 4

  Describe to us how you considered comp aring the registrant to Lilien on other
quantitative metrics (e.g. gross profit, Adjusted EBITDA, etc.) in your analysis of
Rule 405, and clarify how those metrics informed your conclusion.
 Explain how you considered whether investors can make a fully info rmed
investment decision absent the additional information (e.g. MD&A of Lilien’s
historical operations, etc.) that would be provided if Lilien were to be deemed a
predecessor of the registrant.

Note 20. Subsequent Events

Acquisition of  Shoom,  Inc., pag e 19

11. We note your reference to total assets of approximately $29.3 million on a pro forma
basis as of December 31, 2012.  Tell us why you believe you can assess significance
based on pro forma total assets pursuant to Rule 3 -05(b) (3) of Regulation S -X.  That
Rule applies to circumstance s where a registrant had filed a report on Form 8 -K or a non -
IPO registration statement which included audited financial statements of such acquired
business for the periods required by this Rule  and the pro forma financial  information
required by Article 11 .  In this regard, since this Rule does not appear applicable to you,
tell us whether you are determining significances in accordance with SAB Topic 1(J).   If
so, please provide an analysis based on SAB 80.

Exhibits

12. We acknowledge your response to prior comment 32 and reissue it as it applies to any
agreements governing the arrangements whereby you issued stock to Duroob
Technology, Inc. in satisfaction of amounts owed by Sysorex Arabia LLC .  Please file
such agreements  or tell us why you are not required to do so.  We refer you to Item
601(b)(10)(ii)(A) of Regulation S -K.

You may contact Tamara Tangen, Staff Accountant , at (202) 551 -3443 o r Stephen
Krikorian, Accounting Branch Chief,  at (202) 551 -3488  if you have questions regarding
comments on the financial statements and related matters.  Please contact Luna Bloom, Staff
Attorney , at (202) 551 -3194  or me at (202) 551 -3456  with any other questions.   Should you
require further assistance, you may conta ct Barbara C. Jacobs, Assistant Director, at (202) 551 -
3735.

Sincerely,

 /s/ Matthew Crispino

 Matthew Crispino
Staff Attorney

Nadir Ali
Sysorex Global Holdings Corp.
November 27, 2013
Page 5

cc:  Via E -Mail
 Elliot H. Lutzker
 Davidoff Hutcher & Citron LLP