SecProbe.io

January 2, 2014

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. 2 to Registration Statement on Form S-1
 Filed  December 9, 2013
File No.  333-191648

Dear Mr. Ali:

We have reviewed your registration statement  filed on December 9, 2013 and your letter
dated  December 6, 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 informati on.  If you do not believe our comments apply to your facts and
circumstances 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
provid e in response to these  comments, we may have  additional comments.   Where we reference
prior comments, we are referring to our November 27 , 2013 letter.

Prospectus Summary

The Company

Overview, page 3

1. Your response to prior comment 3 does not provide su fficient information to support
your conclusion that the two segments identified in the second and third bullet point s of
your response meet the criteria for aggregation.  Provide an analysis that presents
disaggregated data for each of your three segments  and apply each of the quantitative
tests set forth in paragraph 12 of ASC 280 -10-50.  Please ensure that you address each of
the criteria in paragraph 12, including 12(b)(1) and 12(b)(2).

Nadir Ali
Sysorex Global Holdings Corp.
January 2, 2014
Page 2

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

Critical Accounting Policies

Stock -Based Compensation, page 40

2. We note that you have included a lengthy description of the valuation process and certain
variables and methods employed.  Revise to include a discussion of the process  specific
to each  valuation date.  That is, revise to describe how the methods you describe were
applied as of March 20, 2013 and August 31, 2013 in order to establish the fair value of
your equity shares of $1.00 and $2.03, respectively.

3. Discuss the factors that have contributed to the increase in the fair value at the most
recent valuation date, August 31, 2013, and the assumed offering price of $5.50, giving
effect to any share splits or reverse splits.

4. Revise this section in order to provide a narrative from management’s viewpoint.  As an
example, we note instances where you describe “discussions with management” that may
be confusing in this context as the purpose of this disclosure is to explain the steps
management took when estimat ing the fair value of your shares at each point in time.

Sysorex Global Holdings, Corp.

Notes to Condensed Consolidated Financial Statements (Unaudited)

Note 3 – Significant Accounting Policies and Recent Accounting Pronouncements

Revenue Recognitio n, page F -10

5. We note that in response to prior comment 4 you have expanded your disclosure
describing the terms of Lilien’s long -term contracts. Your revised disclosure indicates
that “ customers may cancel and request a refund of unused maintenance/warranty
services.” Please tell us whether customers have a unilateral right to cancel and receive a
refund and when such cancellation and refund privileges lapse.  Explain how you
considered these provisions in determining  whether your fees ar e fixed or determinable.
Refer to SAB Topic 13A4.

6. We are continuing to evaluate your responses to prior comments 9 and 23 contained in
your correspondence dated December 6, 2013 and November 12, 2013, respectively.

 Provide us with a copy of the standard  “three party agreement” referred to in your
response to prior comment 9.  Confirm, if true, that all customer agreements are
documented in this manner.

Nadir Ali
Sysorex Global Holdings Corp.
January 2, 2014
Page 3

  Tell us how suppliers are selected.  In this regard, we note from your response
that you select provide rs based on what you believe is the best fit for the customer
following your assessment of customers’ needs. Tell us whether these services are
typically provided by the OEM of the hardware purchased. In addition, we note
that you “generally” do not have s eparate contracts “with each party of [sic] their
maintenance and warranty contracts.”  Please explain to which party you refer in
your response and quantify the frequency of “generally.”  Tell us if  your resales
are subject to any form of  master agreeme nts with suppliers.
 Describe how the price Lilien pays to your suppliers is determined for each three
party agreement.
 Explain further how you concluded that you are the primary obligor when the
warranty is provided by the OEM and technical support and mai ntenance issues
are directly handled by the manufacturer. Further explain why you believe you are
responsible for fulfilment in light of your statement in your November 12, 2013
letter that  “third -party service provider is responsible for day -to-day mainte nance
services to [y]our customer.”
 Explain further how you determined that you have inventory risk given that
refunds are “often” obtained from suppliers.

Note 4 – Business Combination, page F -10

7. We are continuing to evaluate your response to prior comm ent 10 and may have further
comment.

Note 5 - Acquisition of Shoom, Inc., page F -14

8. Please expand your response to prior comment 11 by providing a complete summary of
your analysis in a manner consistent with the tabular presentations used within SAB 80 .
Include all entities, including AirPatrol Corporation, in your presentation.

9. With regard to the last paragraph of your response to prior comment 11, please refer to
footnote 20 of SAB 80.

10. Please tell us whether you assumed outstanding options of Shoo m, Inc. as part of the
acquisition and how these options are currently being accounted for.

Note 8 - Notes Receivable

Secured Promissory Note, page F -16

11. Please identify the party to whom you loaned $1,000,000.

Nadir Ali
Sysorex Global Holdings Corp.
January 2, 2014
Page 4

 Note 13 – Notes Payable, page F -18

12. Please revise note (D) to describe the terms of the $2,500,000 note payable.

Note 24 – Subsequent Events, page F -26

13. Tell us what consideration you have given to disclosing the proposed reverse stock split,
and retroactively presenting shares in the fina ncial statements as a result of the split.
Refer to SAB Topic 4C and ASC 260 -10-55-12.

Pro Forma Condensed Combined Balance Sheets and Statements of Operations, page F -79

14. Revise all headings to clearly identify the pro forma combined balance sheets and
statements of operations as being unaudited.

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

Sincerely,

 /s/ Stephen G. Krikorian

 Stephen G. Krikorian
Accounting Branch Chief

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