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                              December 15, 2020

       Daniel Hodges
       Chief Executive Officer
       ComSovereign Holding Corp.
       5000 Quorum Drive, STE 400
       Dallas, TX 75254

                                                        Re: ComSovereign
Holding Corp.
                                                            Amendment No. 2 to
                                                            Registration
Statement on Form S-1
                                                            Filed December 10,
2020
                                                            File No. 333-248490

       Dear Mr. Hodges:

             We have reviewed your amended 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 on Form S-1, Amendment No. 2

       Prospectus Summary
       Reverse Stock Split, page 4

   1.                                                   We note you will effect
a 1-for-3 reverse stock split of your common stock following
                                                        effectiveness of the
registration statement and prior to the closing of the offering. We
                                                        further note all
information presented in the filing, other than in the financial statements
                                                        and the notes thereto,
assumes the reverse stock split. Please provide pro forma earnings
                                                        per share data in your
financial statements and notes giving effect to the reverse stock
                                                        split. In this regard,
the statements of operations for the year ended December 31, 2019 at
                                                        page F-4 and for the
subsequent nine months period ended September 30, 2020 at page F-
                                                        44 should be expanded
to include pro forma earnings (loss) per share data on the face of
 Daniel Hodges
ComSovereign Holding Corp.
December 15, 2020
Page 2
         the statement with additional disclosure in the footnotes as to its
computation. Reference
         is made to SAB Topic 1.B.2.
Selected Financial Information, page 6

2.       See the Consolidated Balance Sheet Data on page 8. Please also include
the balance sheet
         data for the year ended December 31, 2019, similar to that provided in
previous filings.
Capitalization, page 34

3.       Please expand the second bullet at the top of the page to disclose the
amount of gain or
         loss on conversion of the $10.4 million of debt that is reflected in
the pro forma as
         adjusted column. Also, separately provide to us your computations at
arriving at the
         stockholder equity balances for the pro forma as adjusted amounts of
common stock,
         additional paid-in capital and accumulated deficit.
Dilution, page 36

4.       Refer to the third paragraph with regards to your disclosure of as
adjusted net tangible
         book value per share of $0.57. Based on the sale of 3,968,253 common
shares within the
         Unit offering, the total outstanding shares used in this computation
should approximate
         51,907,458 common shares resulting in an as adjusted net tangible book
value per share of
         $0.26 as shown in the dilution table. Please revise the paragraph
accordingly.
September 30, 2020 Unaudited Interim Financial Statements
Condensed Consolidated Statement of Operations, page F-44

5.     Please reclassify the line item gain on the sale of assets from the
category of other income
       (expense) and include it within the category of total operating
expenses, similarly to that
       shown in the audited statement of operations on page F-4. In addition it
is not clear why
       the statement of cash flows for the comparative period January 10, 2019
(inception) to
       September 30, 2019, shown on page F-48, does not reflect an amount next
to the line item
FirstName LastNameDaniel Hodges
       gain on the sale of assets, similar to that included on the audited
statement of cash flows at
Comapany
       pageNameComSovereign        Holding of
             F-7 and unaudited statement    Corp.
                                               operations on page F-44. Please
revise or advise
       accordingly.
December 15, 2020 Page 2
FirstName LastName
 Daniel Hodges
FirstName LastNameDaniel  Hodges
ComSovereign   Holding Corp.
Comapany15,
December  NameComSovereign
              2020           Holding Corp.
December
Page 3    15, 2020 Page 3
FirstName LastName
        You may contact Beverly Singleton at 202-551-3328 or Melissa Raminpour
at 202-551-
3379 if you have questions regarding comments on the financial statements and
related
matters. Please contact Erin Purnell at 202-551-3454 or Geoffrey Kruczek at
202-551-3641 with
any other questions.



                                                         Sincerely,

                                                         Division of
Corporation Finance
                                                         Office of
Manufacturing
cc:      Eric M. Hellige