SecProbe.io

January 11, 2020
Darrell J. Mays
Chief Executive Officer
Pensare Acquisition Corp.
1720 Peachtree Street, Suite 629
Atlanta, GA 30309
Re:Pensare Acquisition Corp.
Preliminary Revised Proxy Statement on Schedule 14A
Filed December 26, 2019
File No. 001-38167
Dear Mr. Mays:
            We have reviewed your revised filing 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 these comments within ten business days by providing the requested
information or advise us as soon as possible when you will respond.  If you do not believe our
comments apply to your facts and circumstances, please tell us why in your response.
            After reviewing your response to these comments, we may have additional comments.
References to prior comments are to those in our letter dated November 4, 2019.
Revised Preliminary Proxy Statement filed December 26, 2019
Questions and Answers
What will happen in the business combination?, page 5
1.We note your response to prior comment 1.  The revised disclosure on page 5 indicates
that the compensation to be paid to Holdings will be adjusted with respect to the debt and
net working capital of Computex.  It is unclear, however, in the subsequent discussion
regarding how the compensation will be delivered to Holdings how the compensation will
be adjusted for Computex's debt and net working capital.  Please advise.
Risk Factors
"Resources could be spent researching acquisitions that are not consummated..." , page 52
2.We note your response to prior comment 3.  Please revise this risk factor to discuss the
material costs you incurred in your search for a target business, including costs incurred in

 FirstName LastNameDarrell J. Mays
 Comapany NamePensare Acquisition Corp.
 January 11, 2020 Page 2
 FirstName LastNameDarrell J. Mays
Pensare Acquisition Corp.
January 11, 2020
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connection with your pursuit of U.S. TelePacific Holdings Corp.
"Our amended and restated certificate of incorporation provides, subject to limited exceptions...",
page 53
3.We note your response to prior comment 5 that the exclusive forum provision does not
apply to suits brought to enforce any liability or duty created by the Exchange Act.
Clarify whether the provision applies to actions arising under the Securities Act.  Please
ensure that the governing documents state this clearly.
The Business Combination
Certain Computex Projected Financial Information, page 73
4.We note that you disclose certain projected financial information.  Please revise to
disclose the assumptions which in management's opinion are most significant to the
projections. Please explain why you have a reasonable basis for the assumptions
underlying the prospective financial information.  Describe the level of support underlying
your assumptions.  We refer you to Item 10 of Regulation S-K.
Unaudited Pro Forma Condensed Combined Financial Statements, page 84
5.We note that you plan to raise additional funds via a $45 million investment from other
third parties, including an anchor investor (the "Anchor Investor").  We further note that
each $1,250 Unit of investments would consist of 80% in a Series A convertible debenture
and 20% equity as follows: (i) $1,000 in face amount of Series A convertible debentures
("Series A Debentures") and (ii) one five-year warrant to purchase 100 shares of the
Company's common stock, par value $0.001 per share ("Common Stock") at an exercise
price of $0.01 per share and 3,000,000 shares of common stock at a purchase price of
$3.00 per share.  Please revise to describe the terms and conditions associated with the
Series A convertible debenture.  Explain how you determined the common stock purchase
price to be $3.00 per share.  Provide us with an analysis of how you determined that the
warrants should be classified as equity.  Revise to clarify how you determined each of the
assumptions for valuing the warrants using the Black-Scholes option valuation model.
6.We note your response to prior comment 10.  Please provide us with a more detailed
analysis of how you determined that Pensare is the accounting acquirer.  Describe in
greater detail how you considered each of the factors in ASC 805-10-55-(10-15).   Explain
how your analysis considered that Mr. Haffar and Mr. Perez will retain senior
management positions of the Surviving Corporation.  Tell us whether Computex will be
entitled to any seats on the board of directors in connection with the Business
Combination Agreement.  Clarify your disclosures that indicate that Mr. Mock, Dr. Willis
and Mr. Foley hold economic interests in Pensare Sponsor Group, LLC and pecuniary
interests in the securities held by Pensare Sponsor Group, LLC.  Tell us the number of
shares and percentages owned by these individuals in Pensare Sponsor Group, LLC.  In
addition, tell us whether MasTec, Inc. or its officers and directors own any interest

 FirstName LastNameDarrell J. Mays
 Comapany NamePensare Acquisition Corp.
 January 11, 2020 Page 3
 FirstName LastName
Darrell J. Mays
Pensare Acquisition Corp.
January 11, 2020
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in Navigation Capital Partners II L.P and Computex.
Note 3. Adjustments and Assumptions to the Unaudited Pro Forma Condensed Combined
Balance Sheet as of September 30, 2019,, page 92
7.Please revise your disclosures in Adjustment C to clarify that the $45.0 million in cash
from the third party investor is to be received subsequent to September 30, 2019.  In this
respect, your current disclosures appear to imply that the cash was already received from
the third party investor subsequent to September 30, 2019.
8.We note that transactions expenses will be settled with cash ($5.0M).  Please clarify the
nature of the transaction expenses that reflect a partial payment of fees that were agreed to
be deferred until the consummation of a Business Combination.  Revise to describe in
greater detail the remaining balance of unpaid transaction costs that will be renegotiated
post Business Combination.  Tell us whether the remaining balance of unpaid transaction
costs are accrued in your pro forma consolidated balance sheet as of September 30, 2019.
Financial Statements
Stratos Management Systems, Inc.
Financial Statements for the years ended December 31, 2018, 2017 and 2016
Note 1. Summary of Significant Accounting Policies
Revenue Recognition, page F-57
9.Please clarify your response to prior comment 23 that indicates Computex has back-end
inventory risk with respect to the product shipped directly to its customers.  Tell us
whether Computex will take title to the products if they are returned by the customers.
Describe your right of return to the vendor or supplier.  Indicate whether the customer will
return the product directly to the vendor. Tell us the percentage of products shipped
directly to the customer as compared to products shipped directly to you.  Describe in
greater detail how Computex is directly and intimately involved with its customers both
on a pre- and post-sale basis. That is, indicate whether a vendor is configuring the product
specific to a customer.  In addition, please clarify how you determined that Computex has
reasonable latitude, within economic constraints, to establish the price Computex charges
to its customers, and describe any limitations or constraints.
10.Please clarify your response to prior comment 24 that indicates Computex is typically the
principal in sales of third-party software support and maintenance.  Clarify why you
believe that you are the principal even though you are not providing the support and
maintenance to the customer. In addition, tell us how you considered the guidance in
Example 46A of ASC 606-10-55-324 upon adoption of ASC 606.  Address whether you
will continue to recognize the third-party software support and maintenance at the time of
sale rather than over-time.  We refer you to ASC 606-10-25-24.  Indicate whether you
obtain control of the services before those services are provided to the customer.  Explain
whether you believe you will be primarily responsible for fulfilling the promise to provide
these services.

 FirstName LastNameDarrell J. Mays
 Comapany NamePensare Acquisition Corp.
 January 11, 2020 Page 4
 FirstName LastName
Darrell J. Mays
Pensare Acquisition Corp.
January 11, 2020
Page 4
            We remind you that the company and its management are responsible for the accuracy
and adequacy of their disclosures, notwithstanding any review, comments, action or absence of
action by the staff.
            You may contact Morgan Youngwood, Staff Accountant, at (202) 551-3479 or Stephen
Krikorian, Accounting Branch Chief, at (202) 551-3488 if you have questions regarding
comments on the financial statements and related matters. Please contact Matthew Crispino,
Staff Attorney, at (202) 551-3456 or Jan Woo, Legal Branch Chief, at (202) 551-3453 with any
other questions.
Sincerely,
Division of Corporation Finance
Office of Technology
cc:       Jason Simon