SecProbe.io

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 August 11, 2025

Scott Pomeroy
Chief Executive Officer
XTI Aerospace, Inc.
8123 InterPort Blvd., Suite C
Englewood, CO 80112

 Re: XTI Aerospace, Inc.
 Registration Statement on Form S-3
 Filed August 1, 2025
 File No. 333-289194
Dear Scott Pomeroy:

 This is to advise you that we have not reviewed and will not review your
registration
statement.

 Please refer to Rules 460 and 461 regarding requests for acceleration.
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.

 Please contact Matthew Crispino at 202-551-3456 with any questions.

 Sincerely,

 Division of
Corporation Finance
 Office of Technology
cc: Blake Baron
</TEXT>
</DOCUMENT>

CORRESP
 1
 filename1.htm

 XTI Aerospace, Inc.

 8123 InterPort Blvd., Suite C

 Englewood, Colorado 80112

 August 11, 2025

 VIA EDGAR

 Securities and Exchange Commission

 Division of Corporation Finance

 100 F Street, N.E.

 Washington, D.C. 20549

 Re:
 XTI Aerospace, Inc.

 Registration Statement on Form S-3 (File No. 333-289194)

 Ladies and Gentlemen:

 In accordance with Rule 461
under the Securities Act of 1933, as amended, the undersigned registrant (the " Registrant ") hereby requests that the
Securities and Exchange Commission (the " Commission ") take appropriate action to cause the above-referenced Registration
Statement on Form S-3 (File No. 333-289194) (the " Registration Statement ") to become effective on Tuesday, August 12,
2025, at 4:30 p.m. Eastern Time, or as soon thereafter as possible, or at such later time as the Registrant or its outside counsel, Mitchell
Silberberg & Knupp LLP, may orally request via telephone call to the staff.

 Once the Registration Statement
has been declared effective, please orally confirm that event with our outside counsel by calling Blake Baron at (917) 546-7709.

 Very truly yours,

 XTI Aerospace, Inc.

 By:
 /s/ Scott Pomeroy

 Scott Pomeroy

 Chief Executive Officer

CORRESP
 1
 filename1.htm

 ThinkEquity LLC

 17 State Street, 41 st Floor

 New York, NY 10004

 June 20, 2025

 VIA EDGAR

 U.S. Securities and Exchange Commission

 Division of Corporate Finance

 100 F St., NE

 Washington, D.C. 20549

 Re:
 XTI Aerospace, Inc.

 Registration Statement on
Form S-1 (File No. 333-287989)

 Ladies and Gentlemen:

 Pursuant to Rule 461 of the
General Rules and Regulations of the U.S. Securities and Exchange Commission under the Securities Act of 1933, as amended, ThinkEquity
LLC as representative of the underwriters, hereby requests acceleration of the effective date of the above-referenced Registration Statement
so that it will become effective at 5:00 p.m. Eastern Time on Monday, June 23, 2025, or as soon thereafter as practicable.

 Pursuant to Rule 460 under
the Securities Act, please be advised that there will be distributed to each underwriter, who is reasonably anticipated to be invited
to participate in the distribution of the security, as many copies of the proposed form of preliminary prospectus as appears to be reasonable
to secure adequate distribution of the preliminary prospectus.

 The undersigned confirms that
it has complied with and will continue to comply with, and it has been informed or will be informed by participating dealers that they
have complied with or will comply with, Rule 15c2-8 promulgated under the Securities Exchange Act of 1934, as amended, in connection with
the above-referenced issue.

 Very truly yours,

 ThinkEquity LLC

 By:
 /s/ Eric Lord

 Name:
 Eric Lord

 Title:
 Head of Investment Banking

CORRESP
 1
 filename1.htm

 XTI Aerospace, Inc.

 8123 InterPort Blvd., Suite C

 Englewood, Colorado 80112

 June 20, 2025

 VIA EDGAR

 Securities and Exchange Commission

 Division of Corporation Finance

 100 F Street, N.E.

 Washington, D.C. 20549

 Re: XTI Aerospace,
Inc.

 Registration Statement on
Form S-1 (File No. 333-287989)

 Ladies and Gentlemen:

 In accordance with Rule 461
under the Securities Act of 1933, as amended, the undersigned registrant (the " Registrant ") hereby requests that the
Securities and Exchange Commission (the " Commission ") take appropriate action to cause the above-referenced Registration
Statement on Form S-1 (File No. 333-287989) (the " Registration Statement ") to become effective on Monday, June 23,
2025, at 5:00 p.m. Eastern Time, or as soon thereafter as possible, or at such later time as the Registrant or its outside counsel, Mitchell
Silberberg & Knupp LLP, may orally request via telephone call to the staff.

 Once the Registration Statement
has been declared effective, please orally confirm that event with our outside counsel by calling Blake Baron at (917) 546-7709.

 Very truly yours,

 XTI Aerospace, Inc.

 By:
 /s/ Scott Pomeroy

 Scott Pomeroy

 Chief Executive Officer

CORRESP
 1
 filename1.htm

 ThinkEquity LLC

 17 State Street, 41 st Floor

 New York, NY 10004

 June 17, 2025

 VIA EDGAR

 U.S. Securities and Exchange Commission

 Division of Corporate Finance

 100 F St., NE

 Washington, D.C. 20549

 Re:
 XTI Aerospace, Inc.

 Registration Statement on
Form S-1 (File No. 333-287989)

 Ladies and Gentlemen:

 Pursuant to Rule 461 of the General Rules and Regulations of the U.S. Securities
and Exchange Commission under the Securities Act of 1933, as amended, ThinkEquity LLC as representative of the underwriters, hereby requests
acceleration of the effective date of the above-referenced Registration Statement so that it will become effective at 5:00 p.m. Eastern
Time on Wednesday, June 18, 2025, or as soon thereafter as practicable.

 Pursuant to Rule 460 under
the Securities Act, please be advised that there will be distributed to each underwriter, who is reasonably anticipated to be invited
to participate in the distribution of the security, as many copies of the proposed form of preliminary prospectus as appears to be reasonable
to secure adequate distribution of the preliminary prospectus.

 The undersigned confirms that
it has complied with and will continue to comply with, and it has been informed or will be informed by participating dealers that they
have complied with or will comply with, Rule 15c2-8 promulgated under the Securities Exchange Act of 1934, as amended, in connection with
the above-referenced issue.

 Very truly yours,

 ThinkEquity LLC

 By:
 /s/ Eric Lord

 Name:
 Eric Lord

 Title:
 Head of Investment Banking

CORRESP
 1
 filename1.htm

 XTI Aerospace, Inc.

 8123 InterPort Blvd., Suite C

 Englewood, Colorado 80112

 June 17, 2025

 VIA EDGAR

 Securities and Exchange Commission

 Division of Corporation Finance

 100 F Street, N.E.

 Washington, D.C. 20549

 RE:
 XTI Aerospace, Inc.

 Registration Statement on Form S-1

 Filed June 12, 2025

 File No. 333-287989

 Acceleration Request

 Requested Date: Wednesday, June 18, 2025

 Requested Time: 5:00 p.m. Eastern Time

 Ladies and Gentlemen:

 In accordance with Rule 461 under the Securities Act of 1933, as amended,
the undersigned registrant (the " Registrant ") hereby requests that the Securities and Exchange Commission (the " Commission ")
take appropriate action to cause the above-referenced Registration Statement on Form S-1 (File No. 333-287989) (the " Registration
Statement ") to become effective on Wednesday, June 18, 2025, at 5:00 p.m. Eastern Time, or as soon thereafter as possible, or
at such later time as the Registrant or its outside counsel, Mitchell Silberberg & Knupp LLP, may orally request via telephone call
to the staff.

 Once the Registration Statement
has been declared effective, please orally confirm that event with our outside counsel by calling Blake Baron at (917) 546-7709.

 Very truly yours,

 XTI Aerospace, Inc.

 By:
 /s/ Scott Pomeroy

 Scott Pomeroy

 Chief Executive Officer

CORRESP
 1
 filename1.htm

 ThinkEquity LLC

 17 State Street, 41 st Floor

 New York, NY 10004

 June
17, 2025

 VIA EDGAR

 U.S. Securities and Exchange Commission

 Division of Corporate Finance

 100 F St., NE

 Washington, D.C. 20549

 Re: XTI Aerospace, Inc.

 Registration
Statement on Form S-1 (File No. 333-287989)

 Ladies and Gentlemen:

 On June 12, 2025, ThinkEquity
LLC, as representative of the underwriters, requested acceleration of the effective date of the above-referenced Registration Statement
so that it would become effective at 5:00 p.m. on Monday, June 16, 2025 or as soon thereafter as practicable. We hereby withdraw such
request.

 Very truly yours,

 ThinkEquity LLC

 By:
 /s/ Eric Lord

 Name:
 Eric Lord

 Title:
 Head of Investment Banking

CORRESP
 1
 filename1.htm

 XTI Aerospace, Inc.

 8123 InterPort Blvd., Suite C

 Englewood, Colorado 80112

 June 17, 2025

 VIA EDGAR

 Securities and Exchange Commission

 Division of Corporation Finance

 100 F Street, N.E.

 Washington, D.C. 20549

 Re:
 XTI Aerospace, Inc.

 Request for Withdrawal of Registration Statement on Form S-1

 File No. 333-287989

 Ladies and Gentlemen:

 Reference is made to our letter,
filed as correspondence via EDGAR on June 12, 2025, in which we requested the acceleration of the effective date of the above-referenced
Registration Statement for June 16, 2025 at 5:00 p.m., Eastern Time, or as soon thereafter as possible, in accordance with Rule 461 under
the Securities Act of 1933, as amended. We hereby formally withdraw our request for acceleration of the effective date.

 Very truly yours,

 XTI Aerospace, Inc.

 By:
 /s/ Scott Pomeroy

 Scott Pomeroy

 Chief Executive Officer

 cc: Blake Baron, Mitchell Silberberg & Knupp LLP

CORRESP
 1
 filename1.htm

 ThinkEquity LLC

 17 State Street, 41 st Floor

 New York, NY 10004

 June
12, 2025

 VIA EDGAR

 U.S. Securities and Exchange Commission

 Division of Corporate Finance

 100 F St., NE

 Washington, D.C. 20549

 Re: XTI Aerospace, Inc.

 Registration
Statement on Form S-1 (File No. 333-287989)

 Ladies and Gentlemen:

 Pursuant
to Rule 461 of the General Rules and Regulations of the U.S. Securities and Exchange Commission under the Securities Act of 1933, as amended,
ThinkEquity LLC as representative of the underwriters, hereby requests acceleration of the effective date of the above-referenced Registration
Statement so that it will become effective at 5:00 p.m. Eastern Time on Monday, June 16, 2025, or as soon thereafter as practicable.

 Pursuant
to Rule 460 under the Securities Act, please be advised that there will be distributed to each underwriter, who is reasonably anticipated
to be invited to participate in the distribution of the security, as many copies of the proposed form of preliminary prospectus as appears
to be reasonable to secure adequate distribution of the preliminary prospectus.

 The
undersigned confirms that it has complied with and will continue to comply with, and it has been informed or will be informed by participating
dealers that they have complied with or will comply with, Rule 15c2-8 promulgated under the Securities Exchange Act of 1934, as amended,
in connection with the above-referenced issue.

 Very truly yours,

 ThinkEquity LLC

 By:
 /s/ Eric Lord

 Name:
 Eric Lord

 Title:
 Head of Investment Banking

CORRESP
 1
 filename1.htm

 June 12, 2025

 U.S. Securities and Exchange Commission
Division of Corporation Finance
100 F Street, N.E.
Washington, D.C. 20549

 RE:
 XTI Aerospace, Inc.

 Registration Statement on Form S-1

 Filed June 12, 2025

 File No. 333-287989

 Acceleration Request

 Requested Date: Monday, June 16, 2025

 Requested Time: 5:00 p.m. Eastern Time

 Ladies and Gentlemen:

 In accordance with Rule 461
under the Securities Act of 1933, as amended, the undersigned registrant (the " Registrant ") hereby requests that the
Securities and Exchange Commission (the " Commission ") take appropriate action to cause the above-referenced Registration
Statement on Form S-1 (File No. 333-287989) (the " Registration Statement ") to become effective on Monday, June 16, 2025,
at 5:00 p.m. Eastern Time, or as soon thereafter as possible, or at such later time as the Registrant or its outside counsel, Mitchell
Silberberg & Knupp LLP, may orally request via telephone call to the staff.

 Once the Registration Statement
has been declared effective, please orally confirm that event with our outside counsel by calling Blake Baron at (917) 546-7709.

 Very truly yours,

 XTI Aerospace, Inc.

 By:
 /s/ Scott Pomeroy

 Scott Pomeroy

 Chief Executive Officer

 XTI Aerospace, Inc. – 8123 InterPort Blvd., Suite C, Englewood,
CO 80112 – Tel: (800) 680-7412

<DOCUMENT>
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<TEXT>
 June 3, 2025

Scott Pomeroy
Chief Executive Officer
XTI Aerospace, Inc.
8123 InterPort Blvd., Suite C
Englewood, CO 80112

 Re: XTI Aerospace, Inc.
 Draft Registration Statement on Form S-1
 Submitted June 3, 2025
 CIK No. 0001529113
Dear Scott Pomeroy:

 This is to advise you that we do not intend to review your registration
statement.

 We request that you publicly file your registration statement at least
two business
days prior to the requested effective date and time. Please refer to Rule 461
regarding
requests for acceleration. 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.

 Please contact Jeff Kauten at 202-551-3447 with any questions.

 Sincerely,

 Division of
Corporation Finance
 Office of
Technology
cc: Blake Baron
</TEXT>
</DOCUMENT>

December 3, 2024
Scott Pomeroy
Chief Executive Officer
XTI Aerospace, Inc.
8123 InterPort Blvd., Suite C
Englewood, CO 80112
Re:XTI Aerospace, Inc.
Revised Preliminary Proxy Statement on Schedule 14A
Filed November 29, 2024
File No. 001-36404
Dear Scott Pomeroy:
            We have completed our review of your filing. 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.
Sincerely,
Division of Corporation Finance
Office of Technology
cc:Blake Baron

CORRESP
1
filename1.htm

XTI Aerospace, Inc.

8123 InterPort Blvd., Suite C

Englewood, CO 80112

VIA EDGAR

November 29, 2024

U.S. Securities & Exchange Commission

Division of Corporation Finance

Office of Technology

100 F Street, NE

Washington, D.C. 20549

Attn: Matthew Crispino and Jan Woo

 Re:  XTI Aerospace, Inc.

Preliminary Proxy Statement on Schedule
14A

Filed November 22, 2024

File No. 001-36404

Ladies and Gentlemen:

By letter
dated November 27, 2024, the staff (the “Staff”) of the Securities and Exchange Commission (the “Commission”)
provided XTI Aerospace, Inc. (the “Company”) with comments to the Company’s above-referenced Preliminary Proxy
Statement on Schedule 14A (the “Proxy Statement”). This letter contains the Company’s response to the Staff’s
comments.

The numbered
paragraphs in bold below set forth the Staff’s comments together with the Company’s responses. Unless otherwise indicated,
capitalized terms used herein have the meanings assigned to them in the Proxy Statement. Concurrently with the delivery of this letter,
the Company is filing via EDGAR an amended preliminary proxy statement that contains the responses set forth below.

Preliminary Proxy Statement on Schedule 14A

Proposal Three: The Authorized Share Increase Proposal, page 42

 1. Please tell us whether you presently have any plans, proposals
or arrangements to issue any of the newly authorized shares of common stock for any purpose, including future acquisitions and/or financings.
If you do not, please disclose that you have no such plans, proposals, or arrangements, written or otherwise, at this time to issue any
of the additional authorized shares of common stock.

Response: The Company has historically
supplemented revenues earned with proceeds received from the sale of debt or equity securities in order to meet its working capital requirements.
Therefore, until such time as the Company has sufficient revenue to meet such working capital requirements, it expects that it will need
to continue to supplement its revenues through the sale of its securities, which will include, but may not be limited to the sale of its
common stock under its existing at-the-market offering program. For example, as previously disclosed, the Company entered into a capital
distribution agreement with FC Imperial Limited for a proposed equity investment by FC Imperial Limited, subject to the parties entering
into a definitive equity purchase agreement. In addition, the Board may determine that it is appropriate or necessary to issue equity
or equity linked securities to satisfy outstanding payables in lieu of paying cash. Other than shares that may be issuable pursuant to
our existing equity incentive plan, the Company presently has no other plans, proposals or arrangements, written or oral, to issue any
of the newly authorized shares of common stock for acquisitions, strategic transactions or any other purposes. The Company has revised
the Proxy Statement accordingly.

Proposal Five: The Potential Financing Issuances Proposal, page
52

 2. Please revise your disclosure to include the information
required by Item 13(a) of Schedule 14A pursuant to Item 11(e) of Schedule 14A.

Response: The Company acknowledges
the Staff’s comment and confirms that in accordance with Item 13(b)(2) of Schedule 14A, the Company will deliver to security holders,
at the same time it sends the proxy statement, the reports and statements that are material for the exercise of a shareholder’s
prudent judgment in regard to the Potential Financing Issuances Proposal. The Company has added a new section to the Proxy Statement entitled
“Documents Incorporated by Reference” that reads as follows:

“DOCUMENTS
INCORPORATED BY REFERENCE

In accordance with Item 13(b)(2)
of the SEC’s Schedule 14A, certain financial and other information required to be disclosed in connection with “Proposal Five
– The Potential Financing Issuances Proposal” is incorporated by reference to (1) the following sections from the Company’s
Annual Report on Form 10-K for the year ended December 31, 2024, as filed with the SEC on April 16, 2024: (i) “Financial Statements
and Supplementary Data”; (ii) “Management’s Discussion and Analysis of Financial Condition and Results of Operations”;
and (iii) “Changes in and Disagreements with Accountants on Accounting and Financial Disclosure”; (2) the Company’s
Current Report on Form 8-K/A, as filed with the SEC on May 28, 2024, and Exhibits 99.1, 99.2 and 99.3 thereto; and (3) the following sections
from the Company’s Quarterly Report on Form 10-Q for the quarterly period ended September 30, 2024, as filed with the SEC on November
14, 2024: (i) “Financial Statements”; and (ii) “Management’s Discussion and Analysis of Financial Condition and
Results of Operations”. We are delivering to security holders with this Proxy Statement the aforementioned information incorporated
by reference in accordance with Item 13(b)(2) of Schedule 14A.”

***

In
responding to the Staff’s comments, the Company acknowledges that:

 ● the Company is responsible for the adequacy and accuracy of
the disclosure in the filing;

 ● Staff comments or changes to disclosure in response to Staff
comments do not foreclose the Commission from taking any action with respect to the filing; and

 ● the Company may not assert Staff comments as a defense in
any proceeding initiated by the Commission or any person under the federal securities laws of the United States.

We thank you for your review of the foregoing. If
you have further comments, please feel free to contact our counsel, Blake Baron, Esq., at bjb@msk.com or by telephone at (917) 546-7709.

  Sincerely,

  /s/ Scott Pomeroy
  Scott Pomeroy

  Chief Executive Officer

November 27, 2024
Scott Pomeroy
Chief Executive Officer
XTI Aerospace, Inc.
8123 InterPort Blvd., Suite C
Englewood, CO 80112
Re:XTI Aerospace, Inc.
Preliminary Proxy Statement on Schedule 14A
Filed November 22, 2024
File No. 001-36404
Dear Scott Pomeroy:
            We have reviewed your filing and have the following comments.
            Please respond to this letter 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 a
comment applies to your facts and circumstances, please tell us why in your response.
            After reviewing your response to this letter, we may have additional comments.
Preliminary Proxy Statement on Schedule 14A
Proposal Three: The Authorized Share Increase Proposal, page 42
1.Please tell us whether you presently have any plans, proposals or arrangements to
issue any of the newly authorized shares of common stock for any purpose, including
future acquisitions and/or financings. If you do not, please disclose that you have no
such plans, proposals, or arrangements, written or otherwise, at this time to issue any
of the additional authorized shares of common stock.
Proposal Five: The Potential Financing Issuances Proposal, page 52
2.Please revise your disclosure to include the information required by Item 13(a)
of Schedule 14A pursuant to Item 11(e) of Schedule 14A.

November 27, 2024
Page 2
            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.
            Please contact Matthew Crispino at 202-551-3456 or Jan Woo at 202-551-3453 with
any other questions.
Sincerely,
Division of Corporation Finance
Office of Technology
cc:Blake Baron

CORRESP
1
filename1.htm

June 14, 2024

VIA EDGAR

U.S. Securities and Exchange Commission

Division of Corporation Finance

100 F Street, N.E.

Washington, D.C. 20549

RE: XTI Aerospace, Inc.

Registration Statement on Form S-3, as amended

File No. 333-279901

Acceleration Request

Requested Date: Tuesday, June 18, 2024

Requested Time: 4:30 p.m. Eastern Time

Ladies and Gentlemen:

In accordance with Rule 461
under the Securities Act of 1933, as amended, the undersigned registrant (the “Registrant”) hereby requests that the
Securities and Exchange Commission (the “Commission”) take appropriate action to cause the above-referenced Registration
Statement on Form S-3 (File No. 333-279901) (as amended, the “Registration Statement”) to become effective on Tuesday,
June 18, 2024 at 4:30 p.m. Eastern Time, or as soon thereafter as possible, or at such later time as the Registrant or its outside counsel,
Mitchell Silberberg & Knupp LLP, may orally request via telephone call to the staff.

Once the Registration Statement
has been declared effective, please orally confirm that event with our outside counsel by calling Blake Baron at (917) 546-7709.

  Very truly yours,

  XTI Aerospace, Inc.

  By:
  /s/ Scott Pomeroy

  Scott Pomeroy

  Chief Executive Officer

XTI Aerospace, Inc. – 8123 InterPort Blvd.,
Suite C, Englewood, CO 80112 – Tel: 800.680.7412 – www.xtiaerospace.com

United States securities and exchange commission logo
June 10, 2024
Scott Pomeroy
Chief Executive Officer
XTI Aerospace, Inc.
8123 InterPort Blvd., Suite C
Englewood, CO 80112
Re:XTI Aerospace, Inc.
Registration Statement on Form S-3
Filed May 31, 2024
File No. 333-279901
Dear Scott Pomeroy:
            This is to advise you that we have not reviewed and will not review your registration
statement.
            Please refer to Rules 460 and 461 regarding requests for acceleration. 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.
            Please contact Matthew Crispino at 202-551-3456 with any questions.
Sincerely,
Division of Corporation Finance
Office of Technology
cc:       Blake Baron

CORRESP
1
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Inpixon

2470 E. Bayshore Road, Suite 195

Palo Alto, California 94303

November 9, 2023

VIA EDGAR

Securities and Exchange Commission

Division of Corporation Finance

100 F Street, N.E.

Washington, D.C. 20549

Attention: Austin Pattan, Staff Attorney

Jeff Kauten, Staff Attorney

 Re: InpixonRegistration
Statement on Form S-4

File No. 333-273964

Ladies and Gentlemen:

Inpixon (the
“Company”) hereby requests acceleration of the effective date of the above-referenced Registration Statement so that it
may become effective at 4:00 p.m. Eastern Time on November 13, 2023, or as soon as practicable thereafter, unless the Company
notifies you otherwise prior to such time.

Once the Registration Statement
has been declared effective, please contact our counsel, Kevin Friedmann of Norton Rose Fulbright US LLP, at (312) 964 7763 to orally
confirm that event or if you have any questions or require additional information regarding this matter.

[Signature Page Follows]

    Very Truly Yours

                                                Inpixon

    By:
    /s/ Melanie Figueroa

    Name:
    Melanie Figueroa

    Title:
    General Counsel

 cc: Nadir Ali (Inpixon)

Kevin Friedmann (Norton
Rose Fulbright US LLP)

Blake Redwine (Norton
Rose Fulbright US LLP)

CORRESP
1
filename1.htm

                                            Norton Rose Fulbright US LLP
 1045 W. Fulton Market, Suite 1200
 Chicago, IL 60607 United States

                                            Direct line +1 (312) 964-7763 kevin.friedmann@nortonrosefulbright.com

October 6, 2023

VIA EDGAR

Securities and Exchange Commission

Division of Corporation Finance

100 F Street, N.E.

Washington, D.C. 20549

Division of Corporation Finance

Office of Technology

    Attention:
    Austin Pattan, Staff Attorney

    Jeff Kauten, Staff Attorney

    Re:
    Inpixon

    Registration Statement on Form S-4

    Filed August 14, 2023

    File No. 333-273964

    SEC Comment Letter dated September 12, 2023

Dear Messrs. Pattan and Kauten:

On behalf of Inpixon (“Inpixon”,
the “Registrant” or the “Company”), we are submitting via EDGAR for review by the Securities and Exchange Commission
(the “Commission”) this response letter and the accompanying Amendment No. 1 (“Amendment No. 1”) to the Registrant’s
above-referenced Registration Statement on Form S-4 (the “Registration Statement”). This letter and Amendment No. 1 reflect
the Registrant’s respectful acknowledgement and response to the comments received from the staff of the Commission (the “Staff”)
contained in the Staff’s letter dated September 12, 2023 (the “Comment Letter”), and certain other updated information.
For your convenience, the Registrant is providing to the Staff a supplemental typeset copy of Amendment No. 1 marked to indicate the changes
from the Registration Statement that was filed on August 14, 2023.

The Staff’s comments
as reflected in the Comment Letter are reproduced in italics in this letter, and the corresponding responses of the Registrant are shown
below each comment. All references to page numbers in the Registrant’s responses are to the page numbers in Amendment No. 1.

Registration Statement on Form S-4 filed August
14, 2023

Risk Factors, page 23

 1. We note that following the transaction, the shareholders of XTI will own more than 60% of the combined
company. We further note that this would constitute the initial public offering of XTI’s equity securities. As such, please add
a risk factor highlighting the risks of going public through a reverse merger rather than an underwritten offering. These risks may include
the absence of due diligence conducted by an underwriter that would be subject to liability for any material misstatements or omissions
in a registration statement.

Response: The Company has included in its
disclosure in Amendment No. 1 the additional risk factor as requested. Please see the additional disclosures on pages 24-25.

Mr. Austin Pattan, and Mr. Jeff Kauten,

Securities and Exchange Commission

October 6, 2023

Page 2

Inpixon’s
Reasons for the Merger, page 74

 2. We note your statement that the board considered the listed factors “among other things.”
Please revise to provide, without qualification, the full list of material factors considered by the board when recommending that Inpixon
shareholders approve the merger. Refer to Item 1014(b) of Regulation M-A.

Response: The Company has revised its disclosure
in Amendment No. 1 to clarify that the list is only a list of the “material” factors considered by the board when recommending
the Inpixon shareholders approve the merger, as requested. Please see the revised disclosures on pages 76-77.

 3. We note your statement that XTI has secured more than 700 conditional pre-orders including aircraft
purchase agreements. Please disclose the percentage of these pre-orders that are binding commitments, tell us the terms of these agreements
and whether any of these agreements are expected to be material. If so, consider filing them as exhibits. Refer to Item 601(b)(10) of
Regulation S-K.

Response: The Company has included in
its disclosure in Amendment No. 1 the additional information regarding the conditional pre-orders, as requested. Please see the
additional disclosures on pages 61, 135 and 137-138. Please see “XTI Business—Key Agreements” on pages 137-138
for a discussion of the conditional pre-orders that are expected to be material to XTI. The Company has filed these agreements as
Exhibits 10.62 and 10.63 to Amendment No. 1.

 4. Please balance your discussion of the 700 conditional pre-orders you have received by including a discussion
in the negative factors considered by the board of the reasons you may not be able to realize the potential benefits of these orders.
For example, we note your statement on page 55 that you do not expect to obtain approval from the Federal Aviation Administration and
regulatory bodies in other countries and commence deliveries until 2027 at the earliest.

Response: The Company has included in its
disclosure in Amendment No. 1 the cross-reference to the negative factors as requested. Please see the additional disclosures on page
77.

 5. We note your risk factor on page 36 that the loss of your chief executive officer may adversely impact
your business. However, it appears that following the merger, the officers of XTI will become the officers of the combined entity. Please
tell us how this impacted the board’s recommendation of the transaction.

Response: The Company has revised its disclosure
in Amendment No. 1 regarding the board’s rationale in recommending the transaction, considering both the adverse impact resulting
from the change of the chief executive officer, and the mitigating factors that a new chief executive officer having requisite qualifications
to lead the acquired business will be appointed upon consummation of the merger, and that the current chief executive officer will enter
into a consulting agreement and assist the new management during the transition period following the merger. Please see the additional
disclosures on pages 38, 76 and 85-86.

Norton Rose Fulbright US LLP is a limited liability
partnership registered under the laws of Texas.

Norton Rose Fulbright US LLP, Norton Rose Fulbright
LLP, Norton Rose Fulbright Australia, Norton Rose Fulbright Canada LLP and Norton Rose Fulbright South Africa Inc are separate legal entities
and all of them are members of Norton Rose Fulbright Verein, a Swiss verein. Norton Rose Fulbright Verein helps coordinate the activities
of the members but does not itself provide legal services to clients. Details of each entity, with certain regulatory information, are
available at nortonrosefulbright.com.

Mr. Austin Pattan, and Mr. Jeff Kauten,

Securities and Exchange Commission

October 6, 2023

Page 3

Opinion of Gemini Valuation Services, page
77

 6. Please revise to provide the disclosure required by Item 1015(b)(2)-(4) of Regulation MA.

Response: The Company has included in its
disclosure in Amendment No. 1 the additional disclosure required by Item 1015(b)(2)-(4) of Regulation MA. Please see the additional disclosures
on pages 83-84.

XTI Business

The Market, page 133

 7. We note your statement that you have received conditional pre-orders for over 700 aircrafts. Please
revise to discuss the geographic location of the potential customers that have placed pre-orders.

Response: The Company has included in its
disclosure in Amendment No. 1 the geographic location of the potential customers that have placed pre-orders, as requested. Please see
the additional disclosures on page 135.

* * *

Norton Rose Fulbright US LLP is a limited liability
partnership registered under the laws of Texas.

Norton Rose Fulbright US LLP, Norton Rose Fulbright
LLP, Norton Rose Fulbright Australia, Norton Rose Fulbright Canada LLP and Norton Rose Fulbright South Africa Inc are separate legal entities
and all of them are members of Norton Rose Fulbright Verein, a Swiss verein. Norton Rose Fulbright Verein helps coordinate the activities
of the members but does not itself provide legal services to clients. Details of each entity, with certain regulatory information, are
available at nortonrosefulbright.com.

Mr. Austin Pattan, and Mr. Jeff Kauten,

Securities and Exchange Commission

October 6, 2023

Page 4

We hope that the foregoing has been helpful to
the Staff’s understanding of Inpixon’s disclosure and that the disclosure modifications in Amendment No. 1 are satisfactory
to the Staff. If you have any questions or comments about this letter or need any further information, please call the undersigned at
(312) 964-7763.

    Very Truly Yours

    By:
    /s/ Kevin Friedmann

    Kevin Friedmann

 cc: Nadir Ali (Inpixon)

Melanie Figueroa (Inpixon)

Blake Redwine (Norton
Rose Fulbright US LLP)

Norton Rose Fulbright US LLP is a limited liability
partnership registered under the laws of Texas.

Norton Rose Fulbright US LLP, Norton Rose Fulbright
LLP, Norton Rose Fulbright Australia, Norton Rose Fulbright Canada LLP and Norton Rose Fulbright South Africa Inc are separate legal entities
and all of them are members of Norton Rose Fulbright Verein, a Swiss verein. Norton Rose Fulbright Verein helps coordinate the activities
of the members but does not itself provide legal services to clients. Details of each entity, with certain regulatory information, are
available at nortonrosefulbright.com.

United States securities and exchange commission logo
September 12, 2023
Nadir Ali
Chief Executive Officer
Inpixon
2479 E. Bayshore Road, Suite 195
Palo Alto, CA 94303
Re:Inpixon
Registration Statement on Form S-4
Filed August 14, 2023
File No. 333-273964
Dear Nadir 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 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.
Registration Statement on Form S-4 filed August 14, 2023
Risk Factors, page 22
1.We note that following the transaction, the shareholders of XTI will own more than 60%
of the combined company. We further note that this would constitute the initial public
offering of XTI’s equity securities. As such, please add a risk factor highlighting the risks
of going public through a reverse merger rather than an underwritten offering. These risks
may include the absence of due diligence conducted by an underwriter that would be
subject to liability for any material misstatements or omissions in a registration statement.

 FirstName LastNameNadir Ali
 Comapany NameInpixon
 September 12, 2023 Page 2
 FirstName LastName
Nadir Ali
Inpixon
September 12, 2023
Page 2
Inpixon's Reasons for the Merger, page 74
2.We note your statement that the board considered the listed factors “among other things.”
Please revise to provide, without qualification, the full list of material factors considered
by the board when recommending that Inpixon shareholders approve the merger. Refer to
Item 1014(b) of Regulation M-A.
3.We note your statement that XTI has secured more than 700 conditional pre-orders
including aircraft purchase agreements. Please disclose the percentage of these pre-orders
that are binding commitments, tell us the terms of these agreements and whether any of
these agreements are expected to be material. If so, consider filing them as exhibits. Refer
to Item 601(b)(10) of Regulation S-K.
4.Please balance your discussion of the 700 conditional pre-orders you have received by
including a discussion in the negative factors considered by the board of the reasons you
may not be able to realize the potential benefits of these orders.  For example, we note
your statement on page 55 that you do not expect to obtain approval from the Federal
Aviation Administration and regulatory bodies in other countries and commence
deliveries until 2027 at the earliest.
5.We note your risk factor on page 36 that the loss of your chief executive officer may
adversely impact your business. However, it appears that following the merger, the
officers of XTI will become the officers of the combined entity. Please tell us how this
impacted the board’s recommendation of the transaction.
Opinion of Gemini Valuation Services, page 77
6.Please revise to provide the disclosure required by Item 1015(b)(2)-(4) of Regulation M-
A.
XTI Business
The Market, page 133
7.We note your statement that you have received conditional pre-orders for over 700
aircrafts. Please revise to discuss the geographic location of the potential customers that
have placed pre-orders.
            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.
            Refer to Rules 460 and 461 regarding requests for acceleration.  Please allow adequate
time for us to review any amendment prior to the requested effective date of the registration
statement.
            You may contact Claire DeLabar, Senior Staff Accountant, at (202) 551-3349 or Robert

 FirstName LastNameNadir Ali
 Comapany NameInpixon
 September 12, 2023 Page 3
 FirstName LastName
Nadir Ali
Inpixon
September 12, 2023
Page 3
Littlepage, Accounting Branch Chief, at (202) 551-3361 if you have questions regarding
comments on the financial statements and related matters.  Please contact Austin Pattan, Staff
Attorney, at (202) 551-6756 or Jeff Kauten, Staff Attorney, at (202) 551-3447 with any other
questions.
Sincerely,
Division of Corporation Finance
Office of Technology
cc:       Blake Redwine

CORRESP
1
filename1.htm

Inpixon

June
29, 2023

VIA
EDGAR

U.S.
Securities and Exchange Commission

Division of Corporation Finance

100 F Street, N.E.

Washington, D.C. 20549

    RE:
    Inpixon

Registration
Statement on Form S-1

Filed
June 23, 2023

File
No. 333-272904

Acceleration
Request

Requested
Date: Monday, July 3, 2023

Requested
Time: 5:00 p.m. Eastern Time

Ladies
and Gentlemen:

In
accordance with Rule 461 under the Securities Act of 1933, as amended, the undersigned registrant (the “Registrant”)
hereby requests that the Securities and Exchange Commission (the “Commission”) take appropriate action to cause the
above-referenced Registration Statement on Form S-1 (File No. 333-272904) (the “Registration Statement”) to become
effective on Monday, July 3, 2023, at 5:00 p.m. Eastern Time, or as soon thereafter as possible, or at such later time as the Registrant
or its outside counsel, Mitchell Silberberg & Knupp LLP, may orally request via telephone call to the staff.

Once
the Registration Statement has been declared effective, please orally confirm that event with our outside counsel by calling Blake Baron
at (917) 546-7709.

    Very
    truly yours,

    Inpixon

    By:
    /s/
    Nadir Ali

    Nadir
    Ali

    Chief
    Executive Officer

    Inpixon
    – 2479 E. Bayshore Road, Suite 195, Palo Alto, CA 94303 – Tel: 408-702-2167

United States securities and exchange commission logo
June 28, 2023
Nadir Ali
Chief Executive Officer
Inpixon
2479 E. Bayshore Road
Suite 195
Palo Alto, CA 94303
Re:Inpixon
Registration Statement on Form S-1
Filed June 23, 2023
File No. 333-272904
Dear Nadir Ali:
            This is to advise you that we have not reviewed and will not review your registration
statement.
            Please refer to Rule 461 regarding requests for acceleration.  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.
            Please contact Austin Pattan, Staff Attorney, at (202) 551-6756 or Jeff Kauten, Staff
Attorney, at (202) 551-3447 with any questions.
Sincerely,
Division of Corporation Finance
Office of Technology
cc:       Blake Baron

CORRESP
1
filename1.htm

June 17, 2021

U.S. Securities and Exchange Commission

Division of Corporation Finance

100 F Street, N.E.

Washington, D.C. 20549

 RE: Inpixon

Registration Statement on Form S-3

Filed June 4, 2021

File No. 333-256827

Acceleration Request

Requested Date: Thursday, June 17, 2021

Requested Time: 5:30 p.m. Eastern Time

Ladies and Gentlemen:

In accordance with Rule 461
under the Securities Act of 1933, as amended, the undersigned registrant (the “Registrant”) hereby requests
that the Securities and Exchange Commission (the “Commission”) take appropriate action to cause the above-referenced
Registration Statement on Form S-3 (File No. 333-256827) (the “Registration Statement”) to become effective
on Thursday, June 17, 2021 at 5:30 p.m. Eastern Time, or as soon thereafter as possible, or at such later time as the Registrant or its
outside counsel, Mitchell Silberberg & Knupp LLP, may orally request via telephone call to the staff. Please note, this correspondence
is being submitted to modify the acceleration request previously submitted on June 16, 2021 as a result of the new federal holiday on
June 18, 2021.

Once the Registration Statement
has been declared effective, please orally confirm that event with our outside counsel by calling Blake Baron at (917) 546-7709.

    Very truly yours,

    Inpixon

    By:
    /s/ Nadir Ali

    Nadir Ali

    Chief Executive Officer

CORRESP
1
filename1.htm

June 16, 2021

U.S. Securities and Exchange Commission

Division of Corporation Finance

100 F Street, N.E.

Washington, D.C. 20549

RE:  Inpixon

    Registration Statement on Form S-3

    Filed June 4, 2021

    File No. 333-256827

    Acceleration Request

    Requested Date: Friday, June 18, 2021

    Requested Time: 4:00 p.m. Eastern Time

Ladies and Gentlemen:

In accordance with Rule 461 under
the Securities Act of 1933, as amended, the undersigned registrant (the “Registrant”) hereby requests that the
Securities and Exchange Commission (the “Commission”) take appropriate action to cause the above-referenced
Registration Statement on Form S-3 (File No. 333-256827) (the “Registration Statement”) to become effective
on Friday, June 18, 2021 at 4:00 p.m. Eastern Time, or as soon thereafter as possible, or at such later time as the Registrant or its
outside counsel, Mitchell Silberberg & Knupp LLP, may orally request via telephone call to the staff.

Once the Registration Statement
has been declared effective, please orally confirm that event with our outside counsel by calling Blake Baron at (917) 546-7709.

    Very truly yours,

    Inpixon

    By:
    /s/ Nadir Ali

    Nadir Ali
Chief Executive Officer

United States securities and exchange commission logo
June 15, 2021
Nadir Ali
Chief Executive Officer
INPIXON
2479 E. Bayshore Road, Ste. 195
Palo Alto, CA 94303
Re:INPIXON
Registration Statement on Form S-3
Filed June 4, 2021
File No. 333-256827
Dear Mr. Ali:
            This is to advise you that we have not reviewed and will not review your registration
statement.
            Please refer to Rules 460 and 461 regarding requests for acceleration.  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.
            Please contact Matthew Derby, Staff Attorney, at (202) 551-3334 with any questions.
Sincerely,
Division of Corporation Finance
Office of Technology
cc:       Blake Baron

CORRESP
1
filename1.htm

October 16, 2019

U.S. Securities and Exchange Commission

Division of Corporation Finance

100 F Street, N.E.

Washington, D.C. 20549

    RE:
    Inpixon

    Registration Statement on Form S-1

    Filed September 13, 2019, as amended

    File No. 333-233763

    Acceleration Request

    Requested Date: Friday, October 18, 2019

    Requested Time: 4:00 p.m. Eastern Time

Ladies and Gentlemen:

In accordance with Rule
461 under the Securities Act of 1933, as amended, the undersigned registrant (the “Registrant”) hereby
requests that the Securities and Exchange Commission (the “Commission”) take appropriate action to cause
the above-referenced Registration Statement on Form S-1, as amended (File No. 333-233763) (the “Registration Statement”)
to become effective on Friday, October 18, 2019 at 4:00 p.m. Eastern Time, or as soon thereafter as possible, or at such later
time as the Registrant or its outside counsel, Mitchell Silberberg & Knupp LLP, may orally request via telephone call to the
staff.

Once the Registration Statement
has been declared effective, please orally confirm that event with our outside counsel by calling Melanie Figueroa at (917) 546-7707.

    Very truly yours,

    Inpixon

    By:
    /s/ Nadir Ali

    Nadir Ali

    Chief Executive Officer

September 20, 2019
Nadir Ali
Chief Executive Officer
Inpixon
2479 E. Bayshore Road, Suite 195
Palo Alto, CA 94303
Re:Inpixon
Registration Statement on Form S-1
Filed September 13, 2019
File No. 333-233763
Dear Mr. Ali:
            This is to advise you that we have not reviewed and will not review your registration
statement.
            Please refer to Rule 461 regarding requests for acceleration.  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.
            Please contact Jeff Kauten, Attorney-Advisor, at (202) 551-3447, or in his absence, Jan
Woo, Legal Branch Chief, at (202) 551-3453, with any questions.  If you require further
assistance, please contact Barbara C. Jacobs, Assistant Director, at (202) 551-3730.
Sincerely,
Division of Corporation Finance
Office of Information Technologies
and Services
cc:       Melanie Figueroa, Esq.

CORRESP
1
filename1.htm

August 9, 2019

U.S. Securities and Exchange Commission

Division of Corporation Finance

100 F Street, N.E.

Washington, D.C. 20549

Attention:	Mr. Matthew Derby

Ms. Jan Woo

    Re:
    Inpixon (the “Company”)

Registration Statement on Form S-1 (File No. 333-232448)

Ladies and Gentlemen:

In connection with the
above-captioned registration statement, and pursuant to Rule 461 under the Securities Act of 1933, as amended (the “Act”),
Ladenburg Thalmann & Co. Inc. and Maxim Group LLC, as the representatives of the underwriters, hereby join in the request of
the Company that the effective date of such registration statement be accelerated to 5:00 p.m. (New York time) on August 12, 2019,
or as soon thereafter as practicable.

In making this request
the undersigned acknowledges that the underwriters are aware of their obligations under the Act as they relate to the public offering
of securities pursuant to the registration statement.

[Signature Page Follows]

Very truly yours,

LADENBURG THALMANN
& CO. INC.

    By:
    /s/ Mark Green

    Name:
    Mark Green

    Title:
    Managing Director

maxim
group llc

    By:
    /s/ Clifford Teller

    Name:
    Clifford Teller

    Title:
    Executive Managing Director

As the Representatives of the Underwriters

CORRESP
1
filename1.htm

August 9, 2019

U.S. Securities and Exchange Commission

Division of Corporation Finance

100 F Street, N.E.

Washington, D.C. 20549

Attn:	     Mr. Matthew Derby

Ms. Jan Woo

RE:	       Inpixon

Registration Statement on Form S-1

File No. 333-232448

Acceleration Request

Requested Date: Monday, August 12, 2019

Requested Time: 5:00 p.m. Eastern Time

Ladies and Gentlemen:

In accordance with Rule
461 under the Securities Act of 1933, as amended, the undersigned registrant (the “Registrant”) hereby
requests that the Securities and Exchange Commission take appropriate action to cause the above-referenced Registration Statement
on Form S-1 (File No. 333-232448) (the “Registration Statement”) to become effective on Monday, August
12, 2019 at 5:00 p.m. Eastern Time, or as soon thereafter as possible, or at such later time as the Registrant or its outside counsel,
Mitchell Silberberg & Knupp LLP, may orally request via telephone call to the staff.

Once the Registration Statement
has been declared effective, please orally confirm that event with Melanie Figueroa of Mitchell Silberberg & Knupp LLP at (917)
546-7707.

Very truly yours,

Inpixon

By: /s/ Nadir Ali______________________

Nadir Ali

Chief Executive Officer

cc:	      Melanie Figueroa, Mitchell Silberberg & Knupp LLP

July 5, 2019
Nadir Ali
Chief Executive Officer
Inpixon
2479 E. Bayshore Road, Suite 195
Palo Alto, CA 94303
Re:Inpixon
Registration Statement on Form S-1
Filed June 28, 2019
File No. 333-232448
Dear Mr. Ali:
            This is to advise you that we have not reviewed and will not review your registration
statement.
            Please refer to Rule 461 regarding requests for acceleration.  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.
            Please contact Matthew Derby, Staff Attorney, at (202) 551-3334 or, in his absence, Jan
Woo, Legal Branch Chief, at (202) 551-3453 with any questions.
Sincerely,
Division of Corporation Finance
Office of Information Technologies
and Services
cc:       Melanie Figueroa, Esq.

CORRESP
1
filename1.htm

June 4, 2018

United States Securities and Exchange Commission

Division of Corporation Finance

100 F Street, N.E.

Washington, D.C. 20549

Attention: Katherine Wray

    Re:
    Request for Acceleration

Inpixon
- Registration Statement on Form S-3

(SEC File No. 333-223960)

Ms. Wray:

Pursuant to Rule 461 of the Securities
Act of 1933, as amended, Inpixon (the “Company”), respectfully requests that the effective date of its Registration
Statement on Form S-3 (SEC File No. 333-223960), as amended by Amendment No. 1(“Registration Statement”) be accelerated
and that such Registration Statement become effective at 5:00 P.M., Washington, D.C. time, on June 5, 2018, or as soon thereafter
as practicable. The Company requests that it be notified of such effectiveness by a telephone call to Melanie Figueroa at (917)
546-7707, or in her absence, Siyuan An at (310) 312-3279.

        Sincerely,

        INPIXON

    By:
    /s/ Nadir Ali

    Nadir Ali, Chief Executive Officer

CORRESP
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February 14, 2018

United States Securities and Exchange Commission

Division of Corporation Finance

100 F Street, N.E.

Washington, D.C. 20549

Attention: Barbara C. Jacobs

 Re: Request for Acceleration

Inpixon
- Registration Statement on Form S-1

(SEC
File No. 333-222125)

Ms. Jacobs:

Pursuant to Rule 461 of the Securities
Act of 1933, as amended, Inpixon (the “Company”), respectfully requests that the effective date of its Registration
Statement on Form S-1 (SEC File No. 333-222125) (“Registration Statement”) be accelerated and that such Registration
Statement become effective at 5:00 P.M., Washington, D.C. time, on February 14, 2018, or as soon thereafter as practicable. The
Company requests that it be notified of such effectiveness by a telephone call to Melanie Figueroa at (917) 546-7707, or in her
absence, Gabrielle Napolitano at (917) 546-7719.

    Sincerely,

                    INPIXON

    By:
    /s/ Nadir Ali

    Nadir Ali, Chief Executive Officer

CORRESP
1
filename1.htm

January 23, 2018

VIA
EDGAR

Barbara
C. Jacobs, Assistant Director

Securities
and Exchange Commission

Division
of Corporation Finance

100
F Street, N.E.

Washington,
D.C. 20549

Re:  Inpixon

    Registration
                                         Statement on Form S-1

    Filed
                                         December 15, 2017

File
No. 333-222125

Dear
Ms. Jacobs:

Inpixon, a Nevada corporation
(the “Company”), submits the following response to the comment letter, dated January 9, 2018 (the “Comment
Letter”), concerning the above referenced filing (the “Original Registration Statement”).

Set forth below are the Company’s
responses to the comments of the staff (the “Staff”) of the Securities and Exchange Commission (the “SEC”)
contained in the Comment Letter. Concurrently with this response, the Company is filing with the SEC Amendment No. 1 to the Original
Registration Statement (the “Amendment” and the Original Registration Statement as amended by the Amendment,
the “Amended Registration Statement”), which incorporates the revisions to the Original Registration
Statement described herein. To expedite your review, we have enclosed with this letter a marked copy of the Registration Statement,
which shows all changes from the Original Registration Statement.

You will also note that the
Amendment includes pro forma adjustments throughout the Amendment to reflect an assumed 1-for-30 reverse stock split. The Company
is seeking stockholder approval at a special meeting to be held on February 2, 2018 to effect a reverse stock split at a ratio
range of between 1-for-5 and 1-for-60. The Amendment also includes a pro forma balance sheet and statement of operations to account
for a potential spin-off of Inpixon USA, the Company’s wholly owned subsidiary. The Company is continuing to evaluate a possible
sale or a spin-off, but presuming the decision is made to move forward with the spin-off, the expectation is that the Company will
file a Registration Statement on Form 10 and related information statement as required on or before February 23, 2018. The spin-off
is being contemplated as a part of the Company’s long-term business objectives and is part of the Company's compliance plan
with NASDAQ in connection with satisfying NASDAQ’s stockholders’ equity requirements on or before April 23, 2018.

In the responses below, references
to “we”, “our” and “us” refer to the Company. Capitalized terms used but not defined in this
response letter have the meanings ascribed to them in the Amended Registration Statement. We have reproduced the text of the Staff’s
comments in bold-face and in the order presented in the Comment Letter, followed by the Company’s responses.

General

 1. Your prospectus cover page and offering summary should be clear whether your Class A and Class B Units will be listed on
the NasdaqCM. While you disclose that the warrants and Series 3 Convertible Preferred Stock will not be listed, please clarify
if this also applies to the units.

RESPONSE: In response to the Staff’s
comment, we have revised the cover page and the offering summary to clarify that none of the Units, the Series 3 Convertible Preferred
Stock or the warrants will be listed on The NASDAQ Capital Market nor do we intend to apply for their listing on any national securities
exchange or other trading market.

 2. You are registering the sale of Class A and Class B Units, and such units will consist of warrants and convertible preferred
stock that may be converted into or exchanged for common stock. Please revise your prospectus cover page and offering summary to
clarify whether you are also registering the underlying common stock to your units, warrants, and Series 3 Convertible Preferred
Stock.

RESPONSE: In response to the Staff’s comment, we have
revised the cover page and the offering summary, consistent with the fee table, to clarify that the shares of the Company’s
common stock underlying the Series 3 Convertible Preferred Stock and the warrants are being registered.

Securities Ownership of Certain Beneficial Owners and Management,
page 91

 3. Please revise to ensure that your beneficial ownership table includes all principal shareholders that beneficially own 5%
or more of your common stock, including those that have the right to receive beneficial ownership within 60 days pursuant to Rule
13d-3. We note, for example, it appears that Chicago Venture Partners may receive a substantial amount of common stock underlying
its $1,745,000 convertible promissory note acquired on November 17, 2017.

RESPONSE: The Company has included all
principal shareholders in the beneficial ownership table that beneficially own 5% or more of our common stock, including those
that have the right to receive beneficial ownership within 60 days pursuant to Rule 13d-3. With respect to Chicago Venture Partners,
the Company notes that Section 11 of the convertible promissory note includes a 4.99% beneficial ownership blocker and so therefore
they are not required to be included on the table.

Exhibits

 4. Please provide an updated underwriting agreement for your offering that includes your current underwriter, Roth Capital
Partners. We note that you incorporate by reference a prior underwriting agreement, Exhibit 1.1, from Aegis Capital related to
a different registration statement. Similarly, please revise to provide exhibits that describe the rights and privileges of your
warrants and Series 3 Convertible Preferred Stock that you are registering in your current registration statement. Your exhibit
index includes older documents related to related warrants and Series 2 Convertible Preferred Stock registered on Form S-1 (333-218173),
which has already been declared effective on June 28, 2017.

RESPONSE: In response to the Staff’s
comment, we have updated the Exhibit Index to indicate that the placement agent agreement with Roth Capital Partners, LLC will
be filed via future amendment and to indicate that the Form of Certificate of Designation of Preferences, Rights and Limitations
of Series 3 Convertible Preferred Stock, the Form of Securities Purchase Agreement, the Form of Warrant Agency Agreement and the
Form of Warrant will all also be filed via future amendment.

If you or any other member of the Staff should
have any further comments or questions regarding this response, please contact the Company’s securities counsel, Melanie
Figueroa, Esq. of Mitchell Silberberg & Knupp LLP at (917) 546-7707 or mxf@msk.com.

    Sincerely,

    INPIXON

    By:
    /s/ Nadir Ali

    Nadir Ali, Chief Executive Officer

Mail Stop 4561
January 9, 2018
Nadir Ali
Chief Executive Officer
Inpixon
2479 E. Bayshore Road, Suite 195
Palo Alto, CA 94303

Re: Inpixon
Registration Statement on Form S -1
Filed December 15, 2017
File No. 333-222125

Dear Mr. Ali :

We have limited our review of your registration statement to those issues we have
addressed in our 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 appropri ate, 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. Your prospectus  cover page and offering summary should be clear whether your Class A
and Class B Units will be listed on the NasdaqCM.  While you disclose that the warrants
and Series 3 Convertible Preferred Stock will not be listed, please clarify if this also
applies t o the units .

2. You are registering the sale of Class A and Class B Units, and such units will consist of
warrants and convertible preferred stock that may be converted into or exchanged for
common stock.  Please revise your prospectus cover page and offerin g summary to
clarify whether you are also registering the underlying common stock to your units,
warrants, and Series 3 Convertible Preferred Stock.

Nadir Ali
Inpixon
January 9, 2018
Page 2

 Securities Ownership of Certain Beneficial Owners and Management, page 91

3. Please revise to ensure that yo ur beneficial ownership table includes all principal
shareholders that beneficially own 5% or more of your common stock, including those
that have the right to receive beneficial ownership within 60 days pursuant to Rule 13d -3.
We note, for example, it ap pears that Chicago Venture Partners may receive a substantial
amount of common stock underlying its $1,745,000 convertible promissory note acquired
on November 17, 2017.

Exhibits

4. Please provide an updated underwriting agreement for your offering that i ncludes your
current underwriter, Roth Capital Partners.  We note that you incorporate by reference a
prior underwriting agreement, Exhibit 1.1, from Aegis Capital related to a different
registration statement.  Similarly, please revise to provide exhibits  that describe the rights
and privileges of your warrants and Series 3 Convertible Preferred Stock that you are
registering in your  current  registration statement.  Your  exhibit index includes older
documents related to r elated warrants and Series 2  Conver tible Preferred Stock registered
on Form S -1 (333 -218173) , which  has already been declared effective on June 28, 2017.

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.

Refer to Rule 461 regarding requests for  acceleration .  Please allow adequate time  for us
to review any amendment prior to the requested effective date of the registration statement.

Please contact Edwin Kim, Staff Attorney, at (202) 551 -3297 or me at (202) 551 -3735
with any questions.

Sincerely,

 /s/ Barbara C. Jacobs

 Barbara C. Jacobs
 Assistant Director
Office of Information
        Technologies and Services

cc:  Melanie Figueroa, Esq.
 Mitchell Silberberg & Knupp LLP

Mail Stop 4561
November 9, 2017

Nadir Ali
Chief Executive Officer
Inpixon
2479 E. Bayshore Road, Suite 195
Palo Alto, CA 94303

Re: Inpixon
Preliminary Proxy Statement on Schedule 14A
Filed October 27, 2017
File No. 001-36404

Dear Mr. Ali :

We have completed our review of your filing .  We remind you that the company and its
management are responsible for the accuracy and adequacy of the ir disclosure s, notwithstanding
any review, comments, action or absence  of action  by the staff .

Sincerely,

 /s/ Jan Woo

Jan Woo
Legal Branch Chief
Office of Information
Technologies and Services

cc: Jolie Kahn, Esq.
 Wexler Burkhart Hirschberg & Unger, LLP

CORRESP
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    WEXLER BURKHART HIRSCHBERG & UNGER LLP

                                               ATTORNEYS
                                         AND COUNSELORS AT LAW

                                               377
                                         OAK STREET

                                               CONCOURSE LEVEL C2

                                               GARDEN CITY, NEW YORK 11530

    STEPHEN B. WEXLER

        DAVID HIRSCHBERG

        MARTIN P. UNGER

        IAN J. FRIMET

        TELEPHONE (516) 222-2230

    ERROL A. BURKHART (8/38
                                  –11/11)

    FACSIMILE: (516) 745-6449

ASSOCIATE

        MARIO C. LATTUGA

     GENERALINFO@WBHULAW.COM

OF COUNSEL

        JOLIE G. KAHN

        JOEL B. MEIROWITZ

        WWW.WBHULAW.COM

November 8, 2017

VIA EDGAR

Bernard Nolan, Esq.

U.S. Securities and Exchange Commission

Washington, D.C. 20549

Re: Inpixon Proxy Statement on Schedule 14A

The purpose of this letter is to confirm
that the below table has been inserted on p. 26 of the aforesaid proxy statement in lieu of the table filed in Amendment No. 1
to Schedule 14A, which was filed on November 6, 2017:

    Proposed Ratio
    Number of

 Common Shares

 Authorized

    Approximate

 Number of

 Common Shares

 Outstanding

    Approximate

 Number of

 Unreserved

 Common Shares

 Available for

 Future Issuance

    1-for-5
      50,000,000
      3,211,027
      46,788,973

    1-for-50
      50,000,000
      321,103
      49,678,897

I confirm that the above table will be set forth
as above in the Definitive Schedule 14A to be filed upon your approval to so file.

Thank you for your consideration in this matter.

Very truly yours,

Jolie Kahn

CORRESP
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June 28, 2017

United States Securities and Exchange Commission

Division of Corporation Finance

100 F Street, N.E.

Washington, D.C. 20549

Attention: Jan Woo

    Re:

    Request for Acceleration

Inpixon - Registration Statement on Form S-1

(SEC File No. 333-218173)

Ms. Woo:

Pursuant to Rule 461 of the
Securities Act of 1933, as amended, Inpixon (the “Company”), respectfully requests that the effective date of its
Registration Statement on Form S-1 (SEC File No. 333-218173) (“Registration Statement”) be accelerated and that
such Registration Statement become effective at  5:00 P.M., Washington, D.C. time, on June 28, 2017, or as soon thereafter as
practicable. The Company requests that it be notified of such effectiveness by a telephone call to Melanie Figueroa at (917)
546-7707, or in her absence, Blake Baron at (917) 546-7709.

    Sincerely,

    INPIXON

    By:
    /s/ Nadir Ali

    Nadir Ali, Chief Executive Officer

AEGIS CAPITAL CORP.

810 Seventh Avenue

New York, New York 10019

June 28, 2017

VIA EDGAR

U.S. Securities and Exchange Commission

100 F St., NE

Washington, D.C. 20549

Attention: Bernie Nolan

    Re:
    Inpixon

Registration Statement on Form S-1 (File No. 333-218173)

Ladies and Gentlemen:

Pursuant to Rule 461 of the General Rules and
Regulations of the U.S. Securities and Exchange Commission under the Securities Act of 1933, as amended, Aegis Capital Corp., the
underwriter, hereby requests acceleration of the effective date of the above-referenced Registration Statement so that it will
become effective at  5:00 p.m. Eastern Time on June 28, 2017, or as soon thereafter as practicable.

Pursuant to Rule 460 under the Securities Act,
please be advised that there will be distributed to the underwriter as many copies of the proposed form of preliminary prospectus
as appears to be reasonable to secure adequate distribution of the preliminary prospectus.

The undersigned confirms that it has complied
with and will continue to comply with, and it has been informed or will be informed by participating dealers that they have complied
with or will comply with, Rule 15c2-8 promulgated under the Securities Exchange Act of 1934, as amended, in connection with the
above-referenced issue.

    Very truly yours,

    AEGIS CAPITAL CORP.

    By:
    /s/David Bocchi

    Name:
    David Bocchi

    Title:
    Head of Investment Banking

CORRESP
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June 26, 2017

United States Securities and Exchange Commission

Division of Corporation Finance

100 F Street, N.E.

Washington, D.C. 20549

Attention: Jan Woo

    Re:

    Withdrawal of Request for Acceleration

                           Inpixon - Registration Statement
                           on Form S-1

                           (SEC File No. 333-218173)

Ms. Woo:

The Company hereby requests that its
acceleration request dated June 23, 2017 be withdrawn.

If you have any questions or comments,
please do not hesitate to contact Melanie Figueroa at (917) 546-7707, or in her absence, Blake Baron at (917) 546-7709.

    Sincerely,

    INPIXON

    By:
    /s/ Nadir Ali

    Nadir Ali, Chief Executive Officer

CORRESP
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June 23, 2017

United
States Securities and Exchange Commission

Division
of Corporation Finance

100
F Street, N.E.

Washington,
D.C. 20549

Attention:
Jan Woo

    Re:
    Request for
    Acceleration

    Inpixon - Registration
    Statement on Form S-1

    (SEC File No. 333-218173)

Ms.
Woo:

Pursuant
to Rule 461 of the Securities Act of 1933, as amended, Inpixon (the “Company”), respectfully requests that the effective
date of its Registration Statement on Form S-1 (SEC File No. 333-218173) (“Registration Statement”) be accelerated
and that such Registration Statement become effective at 4:15 P.M., Washington, D.C. time, on June 26, 2017, or as soon thereafter
as practicable. The Company requests that it be notified of such effectiveness by a telephone call to Melanie
Figueroa at (917) 546-7707, or in her absence, Blake Baron at (917) 546-7709.

    Sincerely,

    INPIXON

    By:
    /s/ Nadir Ali

    Nadir Ali, Chief Executive
    Officer

AEGIS
CAPITAL CORP.

810
Seventh Avenue

New
York, New York 10019

June
23, 2017

VIA
EDGAR

U.S.
Securities and Exchange Commission

100
F St., NE

Washington,
D.C. 20549

Attention:
Jan Woo

    Re:
    Inpixon

Registration
Statement on Form S-1 (File No. 333-218173)

Ladies
and Gentlemen:

Pursuant
to Rule 461 of the General Rules and Regulations of the U.S. Securities and Exchange Commission under the Securities Act of 1933,
as amended, Aegis Capital Corp., the underwriter, hereby requests acceleration of the effective date of the above-referenced Registration
Statement so that it will become effective at 4:15 p.m. Eastern Time on June 26, 2017, or as soon thereafter as practicable.

Pursuant
to Rule 460 under the Securities Act, please be advised that there will be distributed to the underwriter as many copies of the
proposed form of preliminary prospectus as appears to be reasonable to secure adequate distribution of the preliminary prospectus.

The
undersigned confirms that it has complied with and will continue to comply with, and it has been informed or will be informed
by participating dealers that they have complied with or will comply with, Rule 15c2-8 promulgated under the Securities Exchange
Act of 1934, as amended, in connection with the above-referenced issue.

    Very truly yours,

    AEGIS CAPITAL CORP.

    By:
    /s/
David Bocchi

    Name:
    David
    Bocchi

    Title:
    Head
    of Investment Banking

CORRESP
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June
12, 2017

VIA
EDGAR

Jan
Woo, Legal Branch Chief

Securities
and Exchange Commission

Office
of Information Technologies and Services

100
F Street, N.E.

Washington,
D.C. 20549

    Re:
    Inpixon

    Registration
    Statement on Form S-1

    Filed
    May 22, 2017

    File
    No. 333-218173

Dear
Ms. Woo:

Inpixon,
a Nevada corporation (the “Company”), submits the following response to the comment letter, dated June
2, 2017 (the “Comment Letter”), concerning the above referenced filing (the “Original Registration
Statement”).

Set
forth below are the Company’s responses to the comments of the staff (the “Staff”) of the Securities
and Exchange Commission (the “SEC”) contained in the Comment Letter. Concurrently with this response,
the Company is filing with the SEC Amendment No. 1 to the Original Registration Statement (the “Amendment”
and the Original Registration Statement as amended by the Amendment, the “Amended Registration Statement”),
which incorporates the revisions to the Original Registration Statement described herein. To expedite your review, we have enclosed
with this letter a marked copy of the Registration Statement, which shows all changes from the Original Registration Statement.

In
the responses below, references to “we”, “our” and “us” refer to the Company. Capitalized
terms used but not defined in this response letter have the meanings ascribed to them in the Amended Registration Statement. We
have reproduced the text of the Staff’s comments in bold-face and in the order presented in the Comment Letter, followed
by the Company’s responses.

Registration
Statement Cover Page

    1.
    Please
    revise to calculate the registration fee of the units based on the offering price of the units and the exercise price of the
    warrants and preferred stock, as applicable. For guidance, please refer to Securities Act Rule 457(i) and Questions 240.05
    and 240.06 of our Securities Act Rules Compliance and Disclosure Interpretations.

RESPONSE:
In response to the Staff’s comment, the Company has revised the fee table to calculate the registration fee of the units
based on the offering price of the units and the exercise price of the warrants and preferred stock, as applicable.

Prospectus
Cover Page

    2.
    Please
    revise your filing to include all information except that which can be excluded pursuant to Securities Act Rule 430A. For
    example, we note that you have omitted the number of securities being offered. For guidance, please refer to Question 227.02
    of our Securities Act Rules Compliance and Disclosure Interpretations.

RESPONSE:
 In response to the Staff’s comment, the Company has revised the Amended Registration Statement to include all information
except that which can be excluded pursuant to Securities Act Rule 430A.

If
you or any other member of the Staff should have any further comments or questions regarding this response, please contact the
Company’s securities counsel, Melanie Figueroa, Esq. of Mitchell Silberberg & Knupp LLP at (917) 546-7707 or mxf@msk.com.

    Sincerely,

    INPIXON

    By:
    /s/
    Nadir Ali

    Nadir
    Ali,

    Chief Executive Officer

Mail Stop 4561

June 2, 2017

Nadir Ali
Chief Executive Officer
Inpixon
2479 E. Bayshore Road, Suite 195
Palo Alto, CA 94303

Re: Inpixon
  Registration Statement on Form S-1
Filed  May 22, 2017
  File No.  333-218173

Dear Mr. Ali :

We have limited our review of your registration statement to those issues we have
addressed in our 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 com ments 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
provide in response to these  comments, w e may have  additional comments.

Registration Statement Cover Page

1. Please revise to calculate the registration fee of the units based on the offer ing price of
the units and the exercise price of the warrants and preferred stock, as applicable.  For
guidance, please refer to Securities Act Rule 457(i) and Questions 240.05 and 240.06 of
our Securities  Act Rules Compliance and Disclosure Interpretations.

Prospectus Cover Page

2. Please revise your filing to include all information except that which can be ex cluded
pursuant to Securities Act Rule 430A.  For example, we note that you have omitted the
number of securities being offered.  For guidance, please refer to Question 227.02 of our
Securities Act Rules Compliance and Disclosure Interpretations .

Nadir Ali
Inpixon
June 2, 2017
Page 2

 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.

Refer to Rule 461 regarding requests for  acceleration .  Please allow adequate time  for us
to review any amendment prior to the requested effective date of the registration statement.

Please contact Mitchell Austin, Staff Attorney,  at (202) 551 -3574  or me at
(202)  551-3453  with any other questions.

Sincerely,

 /s/ Jan Woo

Jan Woo
Legal Branch Chief
Office of Information Technologies
and Services

cc: Melanie Figueroa, Esq.
Mitchell Silberberg & Knupp LLP

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CORRESP

Wellington Shields & Co., LLC

 Dougherty & Company LLC

140 Broadway

 90 South Seventh Street, Suite 4300

New York, New York 10005

 Minneapolis, Minnesota 55402

April 4, 2014

Securities and Exchange Commission

100 F. Street, N.E.

Washington, D.C. 20549

Attn: Barbara C. Jacobs

Re:         Sysorex Global Holdings Corp.

Registration Statement on Form S-1

File No. 333-191648

Ladies and Gentlemen:

In accordance with the provisions of Rule 460 under the Securities Act of 1933, as amended, Wellington Shields & Co., LLC and Dougherty & Company LLC, as managing underwriters of the proposed offering of 3,333,333 shares of common stock of Sysorex Global Holdings Corp. (the “Company”), distributed copies of the Preliminary Prospectus dated April 4, 2014 as follows:

(1)

75  copies to institutions;

(2)

10  copies to FINRA members; and

(3)

151  copies to individual investors.

We have been informed by participating dealers that, in accordance with Rule 15c2-8 under the Securities Exchange Act of 1934, copies of the Preliminary Prospectus, dated April 4, 2014, are being distributed to all persons to whom it is expected confirmations of a sale will be sent; and we likewise so distribute copies to all customers of ours.

We have adequate capital to underwrite a “firm commitment.”

In connection with the above referenced Registration Statement on Form S-1 of the Company, the undersigned hereby joins the request of the Company that the effectiveness of the above referenced Registration Statement be accelerated to 4:00 p.m. Eastern time on April 8, 2014, or as soon thereafter as practicable.

Very truly yours,

Wellington Shields & Co., LLC

By: /s/Ed Cabrera

Name: Ed Cabrera

Title: Head of Investment Banking

Dougherty & Company LLC

By: /s/ Jacob Dubois

Name: Jacob Dubois

Title: Senior Vice President

CORRESP
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CORRESP

April 4, 2014

Via Edgar Correspondence

Barbara C. Jacobs

Assistant Director

Division of Corporation Finance

Securities and Exchange Commission

100 F Street, N.E.

Washington, DC 20549

Re:

Sysorex Global Holdings Corp.

Amendment No. 5 to Registration Statement on Form S-1

Filed March 21, 2014

File No.  333-191648

Dear Sir or Madam:

This letter is in response to the verbal comments received from the Staff, concerning the Registration Statement of Sysorex Global Holdings Corp. (the “Company”), on Form S-1 (File No. 333-191648), including all amendments thereto (the “Registration Statement”) filed with the Securities and Exchange Commission. We have filed an amendment to the Registration Statement (the “Amendment No. 6”) concurrently with this letter incorporating and/or responding to the requested changes. The comment issued by the Staff’s is summarized below.

Executive Compensation, page 71

1.

The Staff notes that the disclosure in the compensation table with respect to the executive officers only includes disclosure with respect to the CEO and CFO and requests that the Company include such disclosure as is necessary to satisfy Item 402(m)(2)(ii) of Regulation S-K. The Staff requested that the Company refer to Instruction 2 of Item 402(m)(2)(ii) of Regulation S-K.

Response:

The Company has amended the Registration Statement in response to the Staff’s comment. Please see pages 71-72 of the Amendment No. 6.

If you have any questions please do not hesitate to contact the undersigned at (650) 245-0053 or by email at ali@sysorex.com, Elliot H. Lutzker of Davidoff Hutcher & Citron LLP at (646) 428-3210 or by email at ehl@dhclegal.com or Kevin Friedmann of Richardson & Patel, LLP at (212) 566-5159 or by email at kfriedmann@richardsonpatel.com.

Sincerely,

SYSOREX GLOBAL HOLDINGS CORP.

By: /s/ Nadir Ali

Nadir Ali

Chief Executive Officer

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CORRESP

Sysorex Global Holdings Corp.

3375 Scott Blvd., Suite 440

Santa Clara, CA 95054

April 4, 2014

VIA EDGAR CORRESPONDENCE

Division of Corporation Finance

Securities and Exchange Commission

100 F Street, N.E.

Washington, DC 20549

Attn: Barbara C. Jacobs, Assistant Director

Re:

Sysorex Global Holdings Corp.

Registration Statement on Form S-1 (File No. 333-191648)

Acceleration Request

Ladies and Gentlemen:

Pursuant to Rule 461 under the Securities Act of 1933, as amended Sysorex Global Holdings Corp. (the “Company”) hereby requests that the Securities and Exchange Commission (the “Commission”) take appropriate action to declare the above-referenced Registration Statement effective on Form S-l (File No. 333-191648) on April 8, 2014 at 4:00 P.M. Eastern Time, or as soon thereafter as practicable.

Once the Registration Statement has been declared effective, please orally confirm that event with our counsel, Davidoff Hutcher & Citron, LLP, by calling Elliot H. Lutzker at (646) 428-3288.  The Company hereby authorizes Mr. Lutzker to orally modify or withdraw this request for acceleration.

In connection with this acceleration request, the Company hereby acknowledges that:

·

should the Commission or the staff of the Commission, acting pursuant to delegated authority, declare the filing effective, it does not foreclose the Commission from taking any action with respect to the filing;

·

the action of the Commission or the staff, acting pursuant to delegated authority, in declaring the filing effective, does not relieve the Registrant from its full responsibility for the adequacy and accuracy of the disclosure in the filing; and

·

the Registrant may not assert the staff comments and the declaration of effectiveness as a defense in any proceeding initiated by the Commission or any person under the federal securities laws of the United States.

 Sincerely,

 Sysorex Global Holdings Corp.

 By:

 /s/ Nadir Ali

 Nadir Ali

Chief Executive Officer

cc:

Elliot H. Lutzker, Davidoff Hutcher & Citron, LLP

Kevin Friedmann, Richardson & Patel LLP

Ernest M. Stern, Akerman LLP

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syso20140321_corresp.htm

DAVIDOFF HUTCHER & CITRON LLP

605 Third Avenue, 34th Floor

New York, New York 10158

Telephone: (212) 557-7200

March 21, 2014

Via Edgar Correspondence

Barbara C. Jacobs

Assistant Director

Division of Corporation Finance

Securities and Exchange Commission

100 F Street, N.E.

Washington, DC 20549

Re:

Sysorex Global Holdings Corp.

Amendment No. 5 to Registration Statement on Form S-1

Last Filed March 13, 2014

File No. 333-191648

Dear Sir or Madam:

This letter is in response to the comments contained in the Staff’s letter to Sysorex Global Holdings Corp. (the “Company”), dated March 19, 2014 (the “Staff’s Letter”), concerning the Company’s Registration Statement on Form S-1 (File No. 333-191648), including all amendments thereto (the “Registration Statement”) filed with the Securities and Exchange Commission. We have filed an amendment to the Registration Statement (the “Amendment No. 5) concurrently with this letter incorporating and/or responding to the requested changes.

The comments set forth in the Staff’s Letter are repeated below and, for the convenience of reference, the number beside each of the following comments corresponds to the same paragraph number in the Staff’s Letter.

General

1.

We note your disclosure on page II-3 and in footnote 2 on page 6 as well as the Form D filed on Mar. 13, 2014 regarding your recent sale of 400,000 shares to Geneseo Communications in reliance on Rule 506(c) of the Securities Act. Please provide us with your legal analysis of whether that private offering should be integrated with this concurrent public offering. For guidance, we refer you to Securities Act Release No. 8828 (Aug. 3, 2007) and Question 139.25 of the Division of Corporation Finance’s Compliance and Disclosure Interpretations of Securities Act Sections.

Barbara C. Jacobs

Assistant Director

Division of Corporation Finance

Securities and Exchange Commission

Page 2

Response No. 1:

Rule 506(c) under Item 6 Federal Exemptions and Exclusions Claimed was inadvertently checked in the Form D filed by the Company on March 13, 2014 for the private offering of securities to Geneseo Communications, Inc. (“Geneseo”). The Company filed an amended Form D on March 20, 2014 in order to check the box indicating its reliance on Rule 506(b). The Company did not engage in any form of general solicitation in connection with the offering to Geneseo at any time. The Company did not solicit or offer securities to any other investor in this offering.

The guidance set forth in the Securities Act Release No. 8828 (Aug. 3, 2007) (the “Release”) and Question 139.25 of the Division of Corporation Finance’s Compliance and Disclosure Interpretations of Securities Act Sections provides that the five factor integration analysis of Securities Act Rule 502(a) is not applicable in the event of a side-by-side private offering with a registered public offering in those circumstances where “investors in the private offering become interested in the private offering through some means other than the registration statement – for example, there is a substantive, pre-existing relationship between the investors and the company – then the registration statement would not have served as a general solicitation for the private offering and Section 4(2) would be available, assuming the offering is otherwise consistent with the exemption.”

In addition, the Release provides, “if the company is able to solicit interest in a concurrent private placement by contacting prospective investors who (1) were not identified or contacted through the marketing of the public offering and (2) did not independently contact the issuer as a result of the general solicitation by means of the registration statement, then the private placement could be conducted in accordance with Section 4(2) while the registration statement for a separate public offering was pending.”

The Company has a pre-existing business relationship with a principal of Geneseo that commenced in April 2013, approximately four (4) months prior to the initial filing of the Registration Statement, at which time the Company contracted with Global Medical Informatics LLC (“GMI”), an affiliate of Geneseo, to serve as a subcontractor in connection with software development support to be provided to a client of the Company. Geneseo and GMI share common management members, shareholders and office locations. The client project subcontracted to GMI is currently ongoing. The Company’s relationship with these affiliated entities during the course of the GMI subcontracting arrangement culminated in the execution of the Master Services Agreement, dated February 24, 2014 (the “MSA”), which is further discussed in Response No. 3 below. The Company plans to use the proceeds of the offering to Geneseo primarily for hiring staff, buying equipment and funding a sales and marketing program for the business anticipated to result from the MSA.

Barbara C. Jacobs

Assistant Director

Division of Corporation Finance

Securities and Exchange Commission

Page 3

As required by the Release and in accordance with Question 139.25 of the Division of Corporation Finance’s Compliance and Disclosure Interpretations, and as evidenced by the pre-existing relationship described above with Geneseo and its affiliate GMI, (1) Geneso was not identified or contacted through the marketing of the offering and (2) the Registration Statement did not serve as a general solicitation in connection with this private offering of securities. Therefore Section 4(a)(2) of the Securities Act of 1933, as amended (the “Securities Act”) and Rule 506(b) promulgated thereunder provide an available exemption from registration for the private offering of securities to Geneseo and should not be integrated with the public offering pursuant to the Registration Statement.

2.

We note that as part of the consideration for your purchase of AirPatrol Corporation, you intend to issue 2,000,000 shares of common stock. Please tell us in your response whether you intend to register the issuance of these shares or whether you intend to rely on an exemption from registration and, if so, which exemption you will rely on.

Response No. 2:

The Company intends to issue the 2,000,000 shares of common stock (the “Share Consideration”) to the stockholders of AirPatrol pursuant to the exemption from registration provided by Section 4(a)(2) of the Securities Act and Rule 506(b) of Regulation D promulgated thereunder, inasmuch as the Share Consideration will be issued to no more than 35 non-accredited investors who have been provided with an Information Statement containing the information required by Rule 502(b) of Regulation D to be provided to non-accredited investors. Furthermore, the Company has not engaged, and will not engage, in any form of general solicitation or advertising in connection with such issuance.

Pursuant to the Agreement and Plan of Merger, dated December 20, 2013 as amended (the “AirPatrol Agreement”), by and among the Company and AirPatrol, the Company agreed to register the resale of the Share Consideration on a subsequent registration statement on Form S-1 within 30 days following the closing of the merger contemplated by the AirPatrol Agreement.

Prospectus Summary

The Offering, page 6

3.

We note your disclosure in footnote 1 on page 6 that you have entered into a strategic relationship with Geneseo Communications. In your response, and with an eye towards future disclosure, please provide us with additional information on the nature and material terms of this relationship. Also, advise what consideration you have given to filing any agreements related to your strategic relationship with Geneseo Communications as exhibits. Refer to Item 601(b)(10) of Regulation S-K.

Barbara C. Jacobs

Assistant Director

Division of Corporation Finance

Securities and Exchange Commission

Page 4

Response No. 3

The Company entered into a Master Service Agreement (the “MSA”) on February 24, 2014, with Geneseo d/b/a ColoHub, pursuant to which the Company agreed to purchase certain telecommunications and related infrastructure services from Geneseo, including leasing 1,000 square feet of data center space for $17,500 per month, plus power, beginning on April 1, 2014, to be used initially by the Company and subsequently for resale to the Company’s customers. The Company initially intends to private label Geneseo services and data center space for Lilien and Sysorex customers. In addition, it intends to use a portion of the funds invested by Geneseo, described in the response to Comment #1 herein, to expand the business for use by the Company’s customers by hiring sales people, technicians, purchasing equipment and funding sales and marketing programs, all of which is expected to occur within the next 12 months. The MSA has an initial term of five years and is subject to automatic renewals for one year periods thereafter.

The MSA is a contract executed in the ordinary course of business and is therefore only required to be filed if it satisfies the conditions described in Item 601(b)(10)(ii) and is material in amount or significance. While the Company does not believe that the MSA satisfies those conditions set forth in Item 601(b)(10)(ii), in the interest of disclosure, it has nonetheless determined to file the MSA as Exhibit 99.1 to Amendment No. 5 to the Registration Statement. In addition, the Company has included a description of the MSA under “Business - Overview” on page 56 of Amendment No. 5 to the Registration Statement.

Risk Factors

Risks Relating to AirPatrol’s Business and Industry, page 19

4.

We note the going concern opinion issued to AirPatrol Corporation. Please update your disclosure in this section, and elsewhere in your prospectus as appropriate, to describe this going concern opinion, and how it may impact your business operations and the integration of AirPatrol into your ongoing business operations, or tell us why this information would not be material to investors.

Response No. 4:

This comment has been complied with. AirPatrol’s uncertainty as to its ability to continue as a going concern arose from the debt incurred in connection with the company’s initial capitalization. Management believes that upon the consummation of the acquisition, the uncertainty regarding AirPatrol’s ability to continue as a going concern will be substantially alleviated due to the expectation that most of AirPatrol’s existing liabilities will be satisfied with the cash consideration received from the acquisition. The satisfaction of existing liabilities coupled with the expectation that AirPatrol will be self-sufficient following the acquisition as a result of revenues received from existing sales orders and projected cash flows lead management to believe that the going concern opinion will have minimal, if any impact on the Company’s ongoing business operations. An additional risk factor concerning the going concern report issued to AirPatrol has been added on page 19 of the Amendment No. 5 to the Registration Statement and the disclosure on page 53 in the last paragraph under “Liquidity and Capital Resources - General” has been amended accordingly.

Barbara C. Jacobs

Assistant Director

Division of Corporation Finance

Securities and Exchange Commission

Page 5

Executive Compensation, page 70

5.

Please tell us if Mr. Qureishi is an employee of the company. If he is not, please advise why he is included in the summary compensation table rather than in a director compensation table. Refer to paragraphs (m)(2)(i) and (r) of Item 402 of Regulation S-K. Also, please disclose if Mr. Oppenheim received any compensation for his services as a director during fiscal 2013.

Response No. 5:

This comment has been complied with.  Mr. Qureishi is not an employee of the Company or a named executive officer as of the most recent fiscal year pursuant to Item 402(m)(2)(i) of Regulation S-K.  As a result, the Company has revised the summary compensation table with respect to its named executive officers accordingly and included the relevant disclosure related to both Mr. Qureishi and Mr. Oppenheim in a summary director compensation table on page 73 in accordance with Item 402(r).

Certain Relationships and Related Party Transactions, page 74

6.

Please update this section to disclose the Consulting Services Ordering Agreement entered into with Mr. Qureishi and filed as Exhibit 10.16, or tell us why you are not required to provide this information. See Item 404 of Regulation S-K.

Response No. 6:

This comment has been complied with. Please see page 76 of the Amendment No. 5 to the Registration Statement.

In addition to the amendments to the Registration Statement made in response to the Staff’s comments, the Company has also amended the pro-formas included in the Registration Statement to clarify that the majority of the pre-acquisition liabilities of AirPatrol will be satisfied with the cash portion of the acquisition consideration and that the purchase price of the acquisition is expected to be approximately $30,000,000 which will be revalued at the fair value at the date of the transaction. Please see the pro forma financial statements beginning on page F-94 of Amendment No. 5 to the Registration Statement.

Barbara C. Jacobs

Assistant Director

Division of Corporation Finance

Securities and Exchange Commission

Page 6

If you have any questions please do not hesitate to contact Nadir Ali at (650) 245-0053 or by email at ali@sysorex.com, Elliot H. Lutzker of Davidoff Hutcher & Citron LLP at (646) 428-3210 or by email at ehl@dhclegal.com or Kevin Friedmann of Richardson & Patel, LLP at (212) 566-5159 or by email at kfriedmann@richardsonpatel.com.

Respectfully submitted,

DAVIDOFF HUTCHER & CITRON LLP

By:

/s/ Elliot Lutzker

Elliot Lutzker, Partner

cc:     Nadir Ali

March  19, 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. 4 to Registration Statement on Form S-1
 Filed  March 13 , 2014
File No.  333-191648

Dear Mr. Ali:

We have reviewed your registration statement  and your letter dated March 13 , 2014 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 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 comm ents.  Where we reference
prior comments, we are referring to our March 4 , 2014  letter.

General

1. We note your disclosure on page II -3 and in footnote 2 on page 6 as well as the Form D
filed on Mar. 13, 2014 regarding  your recent sale of 400,000 shares to Geneseo
Communications in reliance on Rule 506(c) of the Securities Act.  Please provide us with
your legal analysis of whether that private offering should be integrated with this
concurrent public offering.  For guidance, we refer you to Securities Act R elease No.
8828 (Aug. 3, 2007) and Question 139.25 of the Division of Corporation Finance’s
Compliance and Disclosure Interpretations of Securities Act Sections.

2. We note that as part of the consideration for your purchase of AirPatrol Corporation, you
intend to issue 2,000,000 shares of common stock.  Please tell us in your response

Nadir Ali
Sysorex Global Holdings Corp.
March 1 9, 2014
Page 2

 whether you intend to register the issuance of these shares or whether you intend to rely
on an exemption from registration and, if so, which exemption you will rely on.

Prospectus Summary

The Offering, page 6

3. We note your disclosure in footnote 1 on page 6 that you have entered into a strategic
relationship with Geneseo Communications.  In your response, and with an eye towards
future disclosure, please provide us with ad ditional information on the nature and
material terms of this relationship.  Also, advise what consideration you have given to
filing any agreements related to your strategic relationship with Geneseo
Communications as exhibits.  Refer to Item 601(b)(10) of Regulatio n S-K.

Risk Factors

Risks Relating to AirPatrol’s Business and Industry, page 19

4. We note the going concern opinion issued to AirPatrol Corporation.  Please update your
disclosure in this section, and elsewhere in your prospectus as appropriate, to des cribe
this going concern opinion, and how it may impact your business operations and the
integration of AirPatrol into your ongoing business operations, or tell us why this
information would not be material to investors.

Executive Compensation, page 70

5. Please tell us if Mr. Qureishi is an employee of the company.  If he is not, please advise
why he is included in the summary compensation table rather than in a director
compensation table.  Refer to paragraphs (m)(2)(i) and (r) of Item 402 of Regulation  S-K.
Also, please disclose if Mr. Oppenhe im received any compensation for his services as a
director during fiscal 2013.

Certain Relationships and Related Party Transactions, page 74

6. Please update this section to disclose the Consulting Services Orde ring Agreement
entered into with Mr. Qureishi and filed as Exhibit 10.16, or tell us why you are not
required to provide this information.  See Item 404 of Regulation S -K.

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 the undersigned , 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 Stephen Krikorian, Accounting Branch Chief,  at (202)
551-3488 .

Nadir Ali
Sysorex Global Holdings Corp.
March 1 9, 2014
Page 3

Sincerely,

 /s/ Matthew Crispino

 Matthew Crispino
Staff Attorney

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

CORRESP
1
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syso20140311_corresp.htm

March 12, 2014

Via Edgar Correspondence

Barbara C. Jacobs

Assistant Director

Division of Corporation Finance

Securities and Exchange Commission

100 F Street, N.E.

Washington, DC 20549

RE:

Sysorex Global Holdings Corp.

Amendment No. 4 to Registration Statement on Form S-1

File No. 333-191648

Dear Sir or Madam:

This letter is in response to the comments contained in the Staff’s letter to Sysorex Global Holdings Corp. (the “Company”), dated March 4, 2014 (the “Staff’s Letter”), concerning the Company’s Registration Statement on Form S-1 (File No. 333-191648), including all amendments thereto (the “Registration Statement”) filed with the Securities and Exchange Commission. We have filed an amendment to the Registration Statement (the “Amendment No. 4”) concurrently with this letter incorporating and/or responding to the requested changes. In addition, all financial statement information has been updated through December 31, 2013.

The comments set forth in the Staff’s Letter are repeated below and, for convenience of reference, the number beside each of the following comments corresponds to the same paragraph number in the Staff’s Letter.

Introduction to Pro Forma Condensed Combined Financial Statements, page F-112

1.

Please expand the adjustment notes to disclose, in tabular form, how the purchase price was determined and allocated.

The Company has updated its proforma disclosure in the Registration Statement to provide proforma financial information as of December 31, 2013 and included the requested items. Please refer to pages F95-96 of the Amendment No. 4.

2.

Please expand the disclosure to show the allocation of the purchase price to the tangible and intangible assets acquired. Also, for each class of intangibles acquired disclose the related amortization period. Further, disclose the nature of the intangible assets acquired and the factors that make up the goodwill acquired in the AirPatrol Corporation acquisition.

The Company has updated its proforma disclosure in the Registration Statement and included the requested items. Please refer to pages F95-97 of the Amendment No. 4.

If you have any questions please do not hesitate to contact the undersigned at (650) 245-0053, Elliot H. Lutzker of Davidoff Hutcher & Citron LLP at (646) 428-3210 or by email at ehl@dhclegal.com or Kevin Friedmann of Richardson & Patel, LLP at (212) 566-5159 or by email at kfriedmann@richardsonpatel.com.

Sincerely,

SYSOREX GLOBAL HOLDINGS CORP.

By: /s/ Nadir Ali

Nadir Ali

Chief Executive Officer

March  4, 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. 3 to Registration Statement on Form S-1
 Filed  January 21, 2014
File No.  333-191648

Dear Mr. Ali:

We have reviewed your registration statement  and your letter s dated January 21, 2014
and January 27, 2014 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 com ments 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
provide in response to these  comments, w e may have  additional comments.   Where we reference
prior comments, we are referring to our January 2, 2014  letter.

Introduction to Pro Forma Condensed Combined Financial Statements, page F -112

1. Please expand the adjustment notes to disclose, in tabular f orm, how the purchase price
was determined and allocated.

2. Please expand the disclosure to show the allocation of the purchase price to the tangible
and intangible assets acquired.  Also, for each class of intangibles acquired disclose the
related amortization period.  Further, disclose the nature of the intangible assets acquired
and the factors that make up the goodwill acquired in the AirPatrol Corporation
acquisition.

You may contact Tamara Tangen, Staff Accountant , at (202) 551 -3443  if you hav e
questions regarding comments on the financial statements and related matters.  Please contact

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

 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

CORRESP
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Sysorex CORRESP

January 27, 2014

VIA EDGAR CORRESPONDENCE

Barbara C. Jacobs, Assistant Director

Luna Bloom, Staff Attorney

Division of Corporation Finance

Securities and Exchange Commission

100 F Street, N.E.

Washington, DC 20549

Re:

Sysorex Global Holdings Corp.

Amendment No. 3 to Registration Statement on Form S-1

Filed January 21, 2014

File No.:  333-191648

Dear Madam:

This letter is to advise you that Sysorex Global Holdings Corp. (the “Company”) has submitted to you under separate cover at the request of the Staff in connection with comment number 6 contained in the Company’s letter to the Staff, dated January 21, 2014 (the “Response Letter”), the following documentation:

(1)

Examples of the “Customer Agreements” referred to in the Response Letter;

(2)

Examples of the “Distributor Service Agreements” referred to in the Response Letter; and

(3)

An additional example of the “Customer Service Agreement” referred to in the Response Letter.

The Company is submitting a request for confidential treatment related to the above documentation.

In addition, the Company has submitted on a supplemental basis, the referenced Exhibit E16 to the example Distributor Service Agreement submitted to the Staff.

If you have any questions regarding this matter, please do not hesitate to contact the undersigned at (650) 245-0053.

Very truly yours,

SYSOREX GLOBAL HOLDINGS CORP.

By: /s/ Nadir Ali

Nadir Ali

Chief Executive Officer

CORRESP
1
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CORRESP

January 21, 2014

Via Edgar Correspondence

Barbara C. Jacobs

Assistant Director

Division of Corporation Finance

Securities and Exchange Commission

100 F Street, N.E.

Washington, DC 20549

Re:

Sysorex Global Holdings Corp.

Amendment No. 2 to Registration Statement on Form S-1

Filed December 9, 2013

File No.  333-191648

Dear Sir or Madam:

This letter is in response to the comments contained in the Staff’s letter to Sysorex Global Holdings Corp. (the “Company”), dated January 2, 2014 (the “Staff’s Letter”), concerning the Company’s Registration Statement on Form S-1 (File No. 333-191648), including all amendments thereto (the “Registration Statement”) filed with the Securities and Exchange Commission. We have filed an amendment to the Registration Statement (the “Amendment No. 3”) concurrently with this letter incorporating and/or responding to the requested changes.

The comments set forth in the Staff’s Letter are repeated below and, for convenience of reference, the number beside each of the following comments corresponds to the same paragraph number in the Staff’s Letter.

Prospectus Summary

The Company

Overview, page 3

1.

Your response to prior comment 3 does not provide sufficient information to support your conclusion that the two segments identified in the second and third bullet points 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).

The Company has amended the disclosure in its Registration Statement to provide segment reporting disclosure and after discussions with the Staff determined that it would not be necessary to provide the requested analysis. Please refer to pages 44-45 and F-25 of the Amendment No. 3.

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.

The Company has revised its disclosure in the Registration Statement to include a discussion of the valuation process specific to each valuation date, including a description of how the methods described were applied as of March 20, 2013 and August 31, 2013 in order to establish the fair value of our equity shares of $1.00 ($2.00 post-split) and $2.03 ($4.06 post-split), respectively, after giving effect to the reverse stock split. Please refer to pages 41-43 of the Amendment No. 3.

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.

The Company has revised its disclosure in the Registration Statement to discuss the factors that have contributed to the increase in the fair value of the Company’s equity shares from $4.06 at the most recent valuation date, August 31, 2013, and the assumed offering price of $5.50, after giving effect to an assumed 1 for 2 reverse stock split. Please refer to page 43 of the Amendment No. 3.

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 estimating the fair value of your shares at each point in time.

In response to the Staff’s comment, the Company has revised its disclosure accordingly.

Sysorex Global Holdings, Corp.

Notes to Condensed Consolidated Financial Statements (Unaudited)

Note 3 – Significant Accounting Policies and Recent Accounting Pronouncements

Revenue Recognition, 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 are fixed or determinable.  Refer to SAB Topic 13A4.

Customers that have purchased maintenance/warranty services have a right to cancel and receive a refund of the amounts paid for unused services at any time during the service period upon 30 days advance written notice to Lilien.  Such a refund is available only with respect to the portion of the maintenance and warranty services that have not yet been provided. Cancellation and refund privileges with respect to maintenance/warranty services lapse as to any period during the term of the agreement for which such services have already been provided.  Customers do not have the right to a refund of paid fees for maintenance/warranty services that Lilien has earned and recognized as revenue. Invoices issued for maintenance/warranty services not yet rendered are recorded as deferred revenue and then recognized as revenue ratably over the service period as the fees are earned. As a result (1) the warranty and maintenance service fees payable by each customer are separately accounted for in each customer purchase order as a separate line item, and (2) upon Lilien’s receipt and acceptance of a request for refund of maintenance/warranty services not yet provided, Lilien’s obligation to perform any additional maintenance/warranty services will end. Therefore, as described in SAB Topic 13A4, paragraph (a), the Company considers fees received for maintenance/warranty services to be fixed and determinable ratably over the stated service period, consistent with the Company’s revenue recognition policy in respect of such fees.

We have amended our Registration Statement in order to clarify the foregoing.  Please refer to pages 19 and F-10 of the Amendment No. 3.

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.

The Company is clarifying its prior response to comment 9 and comment 23 contained in our correspondence to the Staff dated December 6, 2013 and November 12, 2013, respectively, to specify that the maintenance service relationship with a customer is generally documented by three separate agreements, including:

(a)

an agreement between Lilien and the customer, which is documented either by the Lilien Master Services Agreement (MSA) and Master Statement of Work or the customer’s service or vendor agreement or statement of work as referenced in our response to comment 34 in our correspondence to the Staff dated October 9, 2013 (in either case, the “Customer Agreement”);

(b)

an agreement between Lilien and the OEM or product distributor (“Distributor Service Agreement”) pursuant to which Lilien has purchased the products or warranty services that are resold to its customers; and

(c)

the previously referenced “three party agreement” which (i) identifies the Lilien customer for whose benefit Lilien purchased the services, with the Lilien customer identified as the end user of such services; (ii) sets forth the maintenance/warranty services sold to Lilien and to which the customer is entitled, whether provided by Lilien or the OEM, as further described below and (iii) identifies the OEM or distributor (the “Customer Service Agreement”).

The Customer Agreement establishes Lilien as the primary obligor to the customer for the provision of maintenance/warranty services to which the customer is entitled, even if such services are ultimately provided by the OEM or distributor.  In addition, Lilien is responsible to the OEM for the costs of the OEM associated with providing such services pursuant to the Distributor Service Agreement. The OEM or distributor is only obligated to the Lilien customer as a result of its obligations to Lilien pursuant to the Distributor Service Agreement and Customer Service Agreement. While it is possible that the customer may contact the OEM or distributor for maintenance services, in most cases the customer will first contact Lilien who will diagnose the problem and perform the required services to the extent possible. In order to provide such support services, Lilien has employees who have received the required training and hold certifications issued by the OEMs and industry associations relating to the configuration, installation and servicing of the products purchased.  If Lilien’s staff is not able to first resolve the problem directly for the customer, the issue is then referred to the applicable OEM partner for services in accordance with the Distributor Service Agreement and Customer Service Agreement.

2

As further described below under the response to the first bullet point, while we have some customer relationships that are not documented with a master “Customer Agreement” they are documented with a written quote or purchase order and the Customer Service Agreement or previously referenced “three party agreement”. It is the Company’s policy to process any maintenance/warranty services as described above.

·

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.

In response to the Staff’s comment, the Company has provided the Staff on a supplemental basis with a copy of the referenced “three party agreement” (Exhibit A). Customer relationships representing approximately 80% of our revenues are documented in the manner described at the beginning of this comment response with a master “Customer Agreement”. The remainder of our customer relationships are not documented with a master “Customer Agreement” but are documented with a written quote or purchase order and the Customer Service Agreement or previously referenced “three party agreement”. It is the Company’s policy to represent all customers as described herein whether such relationships are subject to a formal written agreement or otherwise.

·

Tell us how suppliers are selected.  In this regard, we note from your response that you select providers 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 separate 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 re-sales are subject to any form of master agreements with suppliers.

The Company only sells maintenance services to service the hardware purchased by the customer.  Therefore, the supplier selected to provide any purchased maintenance services will be the OEM or distributor of the hardware purchased; provided, however, that Lilien serves as the initial contact to diagnose any issues experienced by the customer and, if possible, to provide the required service prior to notifying the OEM or distributor.

The party that we were referring to in the prior statement that we “generally” do not have separate contracts “with each party of [sic] their maintenance and warranty contracts” is a reference to our customers that have purchased maintenance and warranty services not pursuant to a master Customer Agreement, but with a quote or purchase order as described above in the Company’s response to the first bullet point of this comment. We are clarifying our prior statement to indicate that customers representing approximately 80% of our revenues are documented with a master Customer Agreement, while the remainder are documented with a quote or purchase order. Our re-sales are subject to the Distributor Service Agreements described above which are typically in the form provided by our OEMs and distributors; provided however, that Lilien has the right to resell products and services to its customers at any price that it shall determine to be acceptable.

·

Describe how the price Lilien pays to your suppliers is determined for each three party agreement.

The price paid by Lilien to its suppliers is determined and negotiated between Lilien and the OEM or distributor in accordance with the Distributor Service Agreements.

·

Explain further how you concluded that you are the primary obligor when the warranty is provided by the OEM and technical support and maintenance 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 maintenance services to [y]our customer.”

The Company is the primary obligor with respect to the customer and the services purchased by the customer, whether such services are ultimately provided by the OEM or distributor in accordance with the terms of the Customer Agreements. Eighty percent of our revenues are covered by master Customer Agreements that obligate the Company to represent and warrant the product and maintenance warranty services purchased by the customer even if delivered by the OEM or distributor. The Company is also required, either in accordance with the terms of the Customer Agreements or pursuant to its own policies, to assist the customer in connection with enforcing any maintenance or warranty services provided by the OEM or distributor, and as stated above will initially diagnose the problem and respond to the initial service request, referring the issue to the OEM or distributor only if Lilien is unable to adequately service the customer first. As a result, the Company is clarifying its prior statement to indicate that Lilien is responsible to the customer for ensuring all day to day maintenance services are provided to the customer, whether such services are ultimately provided by Lilien or by the OEM. To the extent that any customer relationship is not specifically documented with a formal Customer Agreement, it is the Company’s policy to treat all customer relationships as described above.

·

Explain further how you determined that you have inventory risk given that refunds are “often” obtained from suppliers.

3

There is inventory risk between Lilien and the customer. Customers seeking a valid refund with respect to any products or services provided will generally obtain a credit from Lilien pursuant to the terms of the existing Customer Agreements, irrespective of any refund obtained by Lilien from the supplier. After Lilien has already granted a refund to a customer, Lilien will generally obtain a corresponding refund or credit, but not necessarily, from the supplier pursuant to the terms of the Distributor Service Agreements. Therefore, to the extent that any supplier may determine not to issue a refund or that any product or service is not eligible under a manufacturer warranty, Lilien bears the inventory risk with respect to the customer. To the extent that any customer relationship is not specifically documented with a formal Customer Agreement, it is the Company’s policy to bear such risk.

Note 4 – Business Combination, page F-10

7.

We are continuing to evaluate your response to prior comment 10

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

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Converted by EDGARwiz

December 6, 2013

Via Edgar Correspondence

Matthew Crispino, Esq.

Division of Corporation Finance

Securities and Exchange Commission

100 F Street, N.E.

Washington, DC 20549

Re:

Sysorex Global Holdings Corp.

Amendment No. 1 to Registration Statement on Form S-1

Filed November 12, 2013

File No.  333-191648

Dear Sir or Madam:

As counsel to Sysorex Global Holdings Corp. (the “Company”), we are responding to the Staff’s Comment Letter dated November 27, 2013 to the Company’s Registration Statement on Form S-1 (File No. 333-191648) (the “Registration Statement”).  The comments are repeated in the order set forth with the Company’s responses following in order.  The Company has filed Amendment No. 2 to its Registration Statement on Form S-1 on this date.

General

1.

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

Response:

This comment has been complied with.  Financial information has been updated to September 30, 2013.

2.

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

Response:

This comment has been complied with.  The underwriter’s warrants have been registered.

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 reportable operating segment. We refer you to ASC 280-10-50-13. Identify the accounting literature that supports your presentation.

Response:

With respect to your inquiry we have further clarified our disclosures regarding our operating segments in our amended S-1 filing under the heading Operating Segments.

The Company operates in the respective business segments as follows:

·

Information technology solutions services to commercial organizations. These services include enterprise computing and storage, virtualization, business continuity, networking and information technology business consulting services.

·

Information technology and telecommunications solutions and services primarily to government agencies in the United States, (Domestic) and Saudi Arabia (Foreign)  The operations include systems integration and consulting, including, but not limited to: custom application/software design, architecture and development, data center design and operations services, command control, computer communication, intelligence (C4I) system consulting, program management and security solutions and services.

·

Internet based hosting eServices to its customers located in Europe (Foreign), Canada (Foreign) and the United States (Domestic) by providing Cloud-based data analytics and enterprise solutions to the media, publishing, and entertainment industries.

Securities and Exchange Commission

December 6, 2013

Page 2

 Information technology solutions services to commercial organizations

 Other

 Total

Revenues

 30,359,838

 3,731,770

 34,091,608

Cost of Sales

 24,032,360

 1,822,280

 25,854,640

Gross Profit

 6,327,478

 1,909,490

 8,236,968

Selling General and Operating Expenses

 6,185,037

 4,456,939

 10,641,976

Operating Income Loss

 142,441

 (2,547,449)

 (2,405,008)

Other Income and expenses

 -

 (501,044)

 (501,044)

Net Income (Loss)

 142,441

 (3,048,493)

 (2,906,052)

As of September 30, 2013, and for the nine months then ended, the Company did not meet the applicable reporting requirements of ASC 280-10-50 as our Information technology solutions services to commercial organizations comprise greater than 90% or virtually all of our operations and revenues generated.

We will continue to evaluate our operating segments under ASC 280-10-50 and at which time we meet the reporting requirements we will report our operating segments accordingly.

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 driven by purchase orders that are captured every month.” Risk factor disclosure on page 17 describes Lilien’s lack of “formal 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.

Response:

This comment has been complied with.  The prospectus summary and MD&A have been updated to include the frequency of long term contract invoices and customer payments for the portion of Lilien’s customers with contracts ranging from one to five years.  The risk factor section has been clarified to address the discrepancies.

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.

Response:

We have added a business combinations policy in the critical accounting policies in the S-1 and in our condensed consolidated financial statements for the nine months ended September 30, 2013.

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 valuation 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 valuation and the midpoint of your expected offering price range.

·

Continue to update these disclosures in each pre-effective amendment.

Securities and Exchange Commission

December 6, 2013

Page 3

Response:

This comment has been complied with.  The stock based compensation section of the MD&A has been expanded to include the additional information about the valuation of the Company’s common stock.

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 potential acquisition based on the significance computations set forth in Rule 1-02(w). Clarify the status of your negotiations with the Target company and identify the remaining terms that are open. You state that you will “simultaneously sign a definitive agreement and complete the acquisition” prior to the effective date of your Prospectus. This statement suggests that remaining terms are not significant. Further, we note that you make reference within MD&A to revenue, net income contributions, and growth rates 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.

Response:

The Company has evaluated Rule 1-02(w) and determined that financial statements should be provided for the target company.  We will provide these statements when available.  This acquisition would be part of our business and acquisition strategy and we expect to complete more acquisitions as we find more companies that fit our target profile.

The Company still has significant discussion points that we are negotiating with the Target Company.  However, we expect to complete these negotiations in the next 10 days and sign a definitive agreement with a closing at a later date after the financing is completed and we are in a position to pay the cash portion of the purchase price.  We will provide the relevant documents and audited financial statements for the required period as soon as they are available.

Since the acquisition is now deemed probable we have left the revenue, net income contributions and growth rates of the target in the MD&A and will update with audited information when available.

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 section 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.

Response:

The business partner referred to in Note 7 to the December 31, 2012 financial statements is not a related party, it is Creative Edge and, therefore, does not appear in the prospectus under “Certain Relationships And Related Party Transactions.”  The disclosure in Note 7 to the financial statement is discussed in the Business section under “Legal Proceedings.”

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 manufacturer 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 remedy for relief from the Provider.

Securities and Exchange Commission

December 6, 2013

Page 4

Response:

As part of our standard operations during our assessment and architectural stage with the potential customer we analyze the customer’s requirements and current IT infrastructure to determine what the customer’s options are and develop a pricing analysis and proposal for which hardware and service arrangement is best suitable and which provider best meets the service requirements for the customer. Upon acceptance by the customer for the specific options and customization of the proposal we document the arrangement in a three party agreement with Lilien as the primary obligor under the arrangement, the customer and any third party vendors if necessary. This agreement outlines and documents the responsibilities of each party to the agreement. Generally, Lilien does not have separate contracts with each party of their maintenance and warranty contracts and the customer does not have a separate contract directly with the third party service provider. As disclosed above Lilien, the customer and the service provider are all parties to the one agreement. Generally, the warranty support agreements are provided by the original manufacturer of the product. Occasionally Lilien will sell post warranty support by a provider who was not the original manufacturer if applicable. Lilien provides refunds to customers that are dissatisfied with their service irrespective of whether Lilien obtains a refund from the provider.  Often Lilien does obtain refunds from the provider, but there are instances where Lilien was required to make refunds to customers and was not entitled to credits from the service providers indicating that risk of loss was primarily with Lilien.

Note 4 – Business Combination, 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 appears 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 in 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.

·

Describe to us how you considered comparing 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 informed 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.

Response:

We have evaluated your inquiry under Rule 405 of Regulation C and agree that Lilien’s historical operations can be considered to be quantitatively larger than Sysorex, however we also evaluated the substantive nature of Sysorex’s operations and significance of their operations in comparison to Lilien’s along with the governance and management structure of the combined entity under ASC 805 and the implementation guidance specifically in paragraphs A11 and A12 in formulating our conclusion that Lilien should not be considered the predecessor entity.

In addition, based on our review of the business model and operation of both entities we have noted that Lilien is an information technology solutions provider to commercial organizations and Sysorex provides information technology and telecommunications to government agencies. This fact determines that these are two separate and distinct operations. The Lilien operations are purely complementary to the Sysorex operations and are distinct and separate from each other based on both of the entities sources of revenue, targeted industries and types of customers.  Additionally, in order to create value for its shareholders, management’s current business plan is to use Sysorex’s entity as a platform in order to acquire similar and complementary businesses to itself, of which Lilien was the initial acquisition.  As for the overall quantitative measurements, the combined entity (Sysorex and Lilien’s net loss for 2012 was fairly comparable).

Net Loss for the years ended December 31, 2012 and 2011:

 Net (Loss) Income

For the year ended December 31,

 2012

 2011

Sysorex

 ($784,625)

 $246

Lilien

 ($562,872)

 ($245,428)

On the metric of revenue and actual gross profit, not percentage, we concede on a quantitative basis Lilien was larger mainly due to the type of business it operates in.

Securities and Exchange Commission

December 6, 2013

Page 5

Gross Profit and Gross Profit % for the year ended December 31, 2012 and 2011 were as follows:

 Gross Profit

For the year ended December 31,

 2012

 2011

Sysorex

 $1,893,197

 $2,691,268

Lilien

 $10,1

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

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November 12, 2013

Via Edgar Correspondence

Barbara C. Jacobs

Assistant Director
Division of Corporation Finance

Securities and Exchange Commission

100 F Street, N.E.

Washington, DC 20549

Re:          Sysorex Global Holdings Corp.

Registration Statement on Form S-1

Filed October 9, 2013

File No. 333-191648

Dear Sir or Madam:

As counsel to Sysorex Global Holdings Corp. (the “Company”), we are responding to the Staff’s Comment Letter dated November 5, 2013 to the Company’s Registration Statement on Form S-1 (File No. 333-191648) (the “Registration Statement”). The comments are repeated in the order set forth with our responses following in order. The Company has filed Amendment No. 1 to its Registration Statement on Form S-1 on this date.

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.

Response:

Pursuant to Question 139.05, if the underwriter’s warrants are not exercisable for more than one year, there is not deemed to be a concurrent offering of the underlying common stock and the offer and sale of those securities need not be registered along with the underwriter’s warrants.

2.

We acknowledge your response to prior comment 6 and the related supplemental data that has been provided in support of factual assertions contained in the prospectus. We reissue the comment as it applies to the following statement, for which support does not appear to have been provided.

Securities and Exchange Commission

November 12, 2013

Page 2

●

Gartner predicts that by 2015, 20% of Global 1000 organizations will have established a strategic focus on information infrastructure equal to that of application 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.

Response:

The statement in question came from a webpage titled “Invest in Information and Analytics to Benefit From Big Data” (available at http://www.gartner.com/id=2363115), from the website of Gartner, Inc., an information technology research and advisory company. A printout of the webpage with the statement in question highlighted is being provided supplementally to the Staff.

3.

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

Response:

This comment has been complied with under “Risk Factors” and “Management’s Discussion and Analysis of Financial Condition and Results of Operation - Overview.”

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 listing.

Response:

This comment has been complied with on the cover page as well as on page 7 under the heading “The Offering”, page 31 under the heading “Market For Registrant’s Common Equity and Related Stockholder Matters”, and page 73 under the heading “Description of Securities.”

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. Consider also including a cross-reference to the chart in your Business section.

Securities and Exchange Commission

November 12, 2013

Page 3

Response:

This comment has been complied with. The organizational chart has been included in the “Prospectus Summary” and under “Business - Overview.”

6.

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

Response:

This comment has been complied with under “Prospectus Summary” and “Business - Overview” and “Business - Shoom Products and Services.” Shoom’s retention rate has been over 90% over the past five years.

7.

Revise your statement that “Sysorex’ U.S. government operations are profitable 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. We note your statement on page 34 that you “rely on adjusted EBITDA to 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 codifications instead of the legacy pronouncements.

Response:

This language has been modified on page 4 under “Prospectus Summary,” and page 35 under “Management’s Discussion and Analysis of Financial Condition and Results of Operation;” to indicate that this division is anticipated to grow with the award of the U.S. Navy SPAWAR contract that was awarded earlier this year. This statement does not include expected contracts and awards.

The Company has considered reporting segments as defined in ASC 280-10-50-10 and concluded that they are not material as of the six months ended June 30, 2013. The Company will continue to monitor this on a go forward basis and will report operating segments as they become applicable. We have updated the language on page 34 to include the codification instead of the legacy pronouncement as requested.

8.

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

Response:

This comment has been complied with on page 4 under “Prospectus Summary;” “Risk Factors” - Lilien does not have long term contracts from its clients . . .;” and page 35 under “Management’s Discussions and Analysis of Financial Condition and Results of Operations.” We have modified the language in this section to state the following:

Securities and Exchange Commission

November 12, 2013

Page 4

Lilien’s revenues are typically driven by purchase orders that are captured every month. Approximately 25% of Lilien’s revenues are long-term contracts that range from 1-5 years for warranty and maintenance support.

Where You Can Find More Information, page 9

9.

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

Response:

This section has been complied with. The section on page 69 has been deleted and the one of page 6 modified.

Risk Factors, page 10

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 portion 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.

Response:

This comment has been complied with. We have reordered the risk factors to put the most significant risks first and in descending order of priority. However, we have arranged them logically so the categories remain grouped together.

Use of Proceeds, page 30

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.

Response:

This comment has been complied with. As set forth below under Response 15, financial statements and pro forma financial statements are not required for the business to be acquired.

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

Overview, page 34

Securities and Exchange Commission

November 12, 2013

Page 5

12.

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

Response:

The Overview section has been updated to include the impact of the proposed acquisition as requested.

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 variability 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 and the impact to your financial statements. If changes have not historically been material, disclose this fact.

Response:

The Critical Accounting Policies section has been updated to include the Company’s policies that require significant management estimates and judgment as requested.

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 option, 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

●

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

Response:

The Stock Based Compensation section of the Critical Accounting Policies has been updated to include the requested information on the Company’s options and other equity instruments issued from March 20, 2013 through the date of this filing. To achieve the $5.00 IPO price the company will need to reverse split its common stock so that it can be listed on Nasdaq and complete this offering. We will do so prior to the effective date.

Securities and Exchange Commission

November 12, 2013

Page 6

Business

Overview, page 49

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 should 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.

Response:

Rule 3-05 of Regulation S-X states that financial statements should be furnished if a business combination has occurred or is probable. FRC 506.02 (c)(ii) states that guidance on whether a transaction is probable cannot be given as it is dependent on the facts and circumstances, however, consummation of a transaction is considered to be probable whenever registrants financial statements alone would not provide investors with adequate financial information to make an informed decision. The Company has conveyed its acquisition strategy and has already completed two acquisitions. If the proposed transaction does not occur we expect to make other acquisitions. The Company’s financials and notes provide the investor an accurate picture of our strategy and are sustainable on their own. As of the date of this filing, the Company does not believe the acquisition would be deemed to be probable as there are several key points still being negotiated in the definitive agreement, as well as the employment agreements and the non-compete agreements are still being negotiated. It is a condition to complete the acquisition that Target's financial statements be audited, since Target's historical financial statements have never been audited there is a probability they will not be delivered and audited. We have signed a Letter of Interest with the target corporation, however, it is non-binding. Neither party has made a public announcement regarding the transaction, nor has either Company’s board of directors approved the acquisition as the companies are still in negotiations on material terms. Additionally, the closing of the transaction is contingent on the public offering contemplated in this registration statement. If we are unable to complete this offering we will be unable to complete this transaction. Therefore, the acquisition is not probable at this time.

The Lilien Acquisition, page 53

16.

We note your disclosure in 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 waiver provisions to these lock-up arrangements, and if so, who holds the right to grant a waiver and under what circumstances.

Securities and Exchange Commission

November 12, 2013

Page 7

Response:

There are no waiver provisions for the lock-up agreements with either the former Shoom or Lilien shareholders.

Shoom Products and Services, page 54

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.

Response:

This comment has been complied with. In the Prospectus Summary on page 3 and the Overview to Management’s Discussion and Analysis of Financial Conditions and Results of Operations” on page 31, we deleted the word “leading.” However, based on Management’s knowledge of the industry, we modified the disclosure on page 45 under “Shoom Products and Services.”

Pending Letter of Interest, page 54

18.

We note your disclosure regarding your non-binding Letter of Interest with your acquisition target and your plan to 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 since the filing of your registration statement and to disclose the expected probability of 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, please 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.”

Response:

This comment has been complied with. The Company has disclosed the status of the pending transaction. Provided the Company concludes its due diligence investigation to its satisfaction, determines, in as much if the Target’s financial statements which have not been previously audited can be audited and reaches an agreement on all material terms of a definitive purchase agreement, it intends to disclose the identity of Target prior to the

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

CORRESP
1
filename1.htm

syso20131009_corresp.htm

DAVIDOFF HUTCHER & CITRON LLP

605 Third Avenue, 34th Floor

New York, New York 10158

Telephone: (212) 557-7200

Facsimile: (212) 286-1884

October 9, 2013

Via Edgar Correspondence

Barbara C. Jacobs

Assistant Director
Division of Corporation Finance

Securities and Exchange Commission

100 F Street, N.E.

Washington, DC 20549

Re:          Sysorex Global Holdings Corp.

Registration Statement on Form S-1

Filed August 12, 2013

File No.333-190574

Dear Sir or Madam:

As counsel to Sysorex Global Holdings Corp. (the “Company”), we are responding to the Staff’s Comment Letter dated September 6, 2013. The comments are repeated in the order set forth with our responses following in order.

The Company has elected to pursue a firm commitment underwritten public offering prior to the resale Registration Statement filed on August 12, 2013 (No. 333-190574) (the “Resale Prospectus”). The new registration statement on Form S-1 was filed together with this response letter. Notwithstanding that fact, we are replying to each comment in the Staff’s September 6, 2013 letter. We have noted in our response those comments pertaining solely to the Resale Prospectus to which we are not currently responding. We will respond to those comments at such time, if ever, that we move forward with the Resale Prospectus. A decision whether to withdraw the Resale Prospectus will be made prior to the effective date of the attached primary registrations statement.

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;

Securities and Exchange Commission

Attention: Barbara C. Jacobs

Page 2

•

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:

•

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

•

If you have elected to use the extended transition period for complying with new or revised accounting standards under Section 1 02(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 until 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.

Response 1.

This comment has been complied with on the cover page; page 3 under “Implications of being an Emerging Growth Company;” page 21 Risk Factors -- “We are eligible to be treated as an “emerging growth company” . . .; page 26 “Emerging Growth Company Status” concerning the Company’s decision to “opt out;” and page 32 “Management’s Discussion and Analysis of Financial of Operations -- JOBS Act.”

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.

Response 2.

This comment has been complied with on page 3.

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 1 05(a) of the Jumpstart Our Business Startups Act by any broker or dealer that is participating or will participate in your offering.

2

Securities and Exchange Commission

Attention: Barbara C. Jacobs

Page 3

Response 3.

There are no written communications that have been provided to potential investors that are qualified institutional buyers or institutional accredited investors in reliance on Section 5(d) under the Securities Act, nor are there any research reports published or distributed by any broker-dealer that is or will be participating in the Offering. If any of the foregoing documents come to exist, we will provide same to the Staff.

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 registration statement.

Response 4.

This comment has been complied with. The Rule 415 box has been checked with regard to the exercise of the Underwriter’s warrants.

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 offering 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.

Response 5.

This comment applies solely to the Resale Prospectus and is not being responded to at this time.

6.

Please supplementally provide us with documentation supporting any factual assertions in your prospectus, appropriately marked to highlight the sections relied upon and cross­ referenced 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 first decade of the 21st Century."

3

Securities and Exchange Commission

Attention: Barbara C. Jacobs

Page 4

Response:

For the current spending of the U.S. government, please see page 347 of the document titled “Fiscal Year 2013 Analytical Perspectives - Budget of the U.S. Government,” published by the U.S. Office of Management and Budget.  For the claim regarding the growth in IT spending, please see the printout of the website titled “U.S. Federal IT Market Forecast 2013-2018” from Market Research Media.

•

"Security of all forms especially cyber-security are significant growth areas ...."

Response:

Please see the October 19, 2012 Daily Caller article titled “Cybersecurity industry expects continued growth through 2016, says industry expert,” the August 14, 2013 Forbes article titled “IT Security Industry to Expand Tenfold,” and the July 14, 2013 Washington Post article titled “Despite sequestration, cybersecurity funding growing.”

•

"The technology segments like business intelligence, cloud computing, eDiscovery, GIS and geospatial, non-relational database management systems, Smart Grid, SOA, unified communications and virtualization are expected to see double digit growth during 2013- 2018."

Response:

Please see the printout of the website titled “U.S. Federal IT Market Forecast 2013-2018” from Market Research Media.

•

"The total annual U.S. Federal IT market is expected to surpass $93 billion by 2018 (Source: Market Research Media- U.S. Federal IT Market Forecast 2013-2018.)"

Response:

Please see the printout of the website titled “U.S. Federal IT Market Forecast 2013-2018” from Market Research Media.

•

"Spending on devices-smartphones, tablets and printers has grown exponentially, which should not surprise anybody, and will continue to grow, Gartner said."

Response:

Please see the enclosed March 28, 2013 All Things Digital Article titled “Gartner Raises 2013 IT Spending Forecasts to $3.8 Trillion” for this quote.

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.

4

Securities and Exchange Commission

Attention: Barbara C. Jacobs

Page 5

Response 6.

This comment has been complied with. We are providing the Staff supplementally with the requested documentation marked to show the sources relied upon and cross referenced to the prospectus. In addition to the documents referenced above, we are providing the Staff supplementally with the press release titled “Cloud Analytics Market is Growing at an Estimated CAGR of 25.8% & to Reach $16.52 Billion by 2018 - New Report by MarketsandMarkets” in reference to a statement in the 2nd paragraph of page 2 of the prospectus. No third-party reports or sources were commissioned by the Company.

7.

We note that you rely on Rule 416 to register an indeterminate number of additional 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."

Response 7.

This comment has been complied with.

Outside Front Cover Page of Prospectus

8.

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

Response 8.

This comment has been complied with.

9.

Schedule A, paragraph 16 of the Securities Act and Item 50l(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.

Response 9.

This comment applies solely to the Resale Prospectus and is not being responded to at this time.

Risk Factors, page 7

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 following subcaptions:

5

Securities and Exchange Commission

Attention: Barbara C. Jacobs

Page 6

•

"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 each 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.

Response 10.

This comment has been complied with.

Anti-Takeover, Limited Liability and Indemnification Provisions

"Some provisions of our articles of incorporation and by-laws may deter takeover attempts ... ," page 22

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.

Response 11.

This comment has been complied with.

Forward Looking Statements, page 26

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 connection with an initial public offering. See Securities Act Section 27A(b)(2)(0) and Exchange Act Section 21 E(b)(2)(0). Subparagraph (b)(l)(C) of Section 27A concerning statements in filings of penny stock issuers may also apply to your company.

Response 12.

This comment has been complied with.

Use of Proceeds, page 27

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 to 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.

6

Securities and Exchange Commission

Attention: Barbara C. Jacobs

Page 7

Response 13.

This comment has been complied with. The status of negotiations and a description of the business of the pending acquisition is set forth under “Business - Pending Letter of Interest” which is cross-referenced in the “Use of Proceeds” section. We are providing the staff with the Loan Documents described in the Business section and intend to file same with the name of Target in the next amendment.

Market for Registrant’s Common Equity and Related Stockholder Matters. page 27

14.

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

Response 14.

This comment has been complied with.

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

Overview, page 31

15.

Please expand this section to provide 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 uncertainties 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.

Response 15.

This comment has been complied with. As requested, the Company has expanded the disclosures in the Overview section.

7

Securities and Exchange Commission

Attention: Barbara C. Jacobs

Page 8

Liquidity and Capital Resources - Bridge Bank Financing Agreement, page 39

16.

Please revise to disclose the identity of the borrowers and the guarantor and the date

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