November 4, 2019

Darrell J. Mays
Chief Executive Officer
Pensare Acquisition Corp.
1720 Peachtree Street, Suite 629
Atlanta, GA 30309

       Re: Pensare Acquisition Corp,
           Preliminary Merger Proxy Statement on Schedule 14A
           Filed October 8, 2019
           File No. 001-38167

Dear Mr. Mays:

       We have reviewed your filing and have the following comments. In some of
our
comments, we may ask you to provide us with information so we may better
understand your
disclosure.

       Please respond to these comments within ten business days by providing
the requested
information or advise us as soon as possible when you will respond. If you do
not believe our
comments apply to your facts and circumstances, please tell us why in your
response.

       After reviewing your response to these comments, we may have additional
comments.

Preliminary Merger Proxy Statement on Schedule 14A filed October 8, 2019

Questions and Answers
What will happen in the Business Combination?, page 5

1.    You indicate in this section that Pensare will pay half of the
$65,000,000 merger
      consideration in cash and half in common stock. Elsewhere, however, you
appear to
      indicate that Pensare will pay the merger consideration partly through
cash and the
      issuance of Pensare common stock but also through the assumption of
Computex debt.
      Please resolve this apparent discrepancy or advise.
Non-GAAP Financial Measures, page 22

2.    Please revise to include footnotes for the Adjusted EBITDA adjustments.
In this respect,
      you include references without any subsequent footnotes for waived audit
adjustments,
      restructuring expenses and management fees.
 Darrell J. Mays
FirstName LastNameDarrell J. Mays
Pensare Acquisition Corp.
Comapany 4, 2019
November NamePensare Acquisition Corp.
Page 2
November 4, 2019 Page 2
FirstName LastName
Risk Factors
Risks Related to Pensare and the Business Combination, page 38

3.       Please update the risk factors in this section to reflect your
activities since your IPO. For
         example, revise the risk factor on page 44 to disclose if any of your
key personnel has
         negotiated employment or consulting agreements with Computex. In this
regard, we note
         that Lawrence Mock will remain on the board of directors upon closing
of the transaction.
         Also, revise the risk factor on page 50 to discuss costs related to
your search for a target
         business, including any costs incurred in connection with your pursuit
of TPx.
"Nasdaq may delist our securities...", page 39

4.       The current reports on Form 8-K filed on September 17 and 27, 2019
indicate that the
         company has received letters from Nasdaq's Listing Qualifications
Department indicating
         that the company is not in compliance with Listing Rules 5550(a)(3)
and (a)(4). Since the
         listing of Pensare's common stock on Nasdaq is a condition to closing
the merger, please
         address these delisting notices in your risk factors and in the
summary of the proxy
         statement.
"Our amended and restated certificate of incorporation provides...", page 51

5.       We note that your forum selection provision identifies the Court of
Chancery of the State
         of Delaware as the exclusive forum for certain litigation, including
any "derivative
         action." Please revise your disclosure to clarify whether this
provision applies to actions
         arising under the Securities Act or Exchange Act. In that regard, we
note that Section 27
         of the Exchange Act creates exclusive federal jurisdiction over all
suits brought to enforce
         any duty or liability created by the Exchange Act or the rules and
regulations thereunder,
         and Section 22 of the Securities Act creates concurrent jurisdiction
for federal and state
         courts over all suits brought to enforce any duty or liability created
by the Securities Act
         or the rules and regulations thereunder. If the provision applies to
Securities Act claims,
         please also revise your filing to specifically state that there is
uncertainty as to whether a
         court would enforce such provision and that investors cannot waive
compliance with the
         federal securities laws and the rules and regulations thereunder. If
this provision does not
         apply to actions arising under the Securities Act or Exchange Act,
please revise your risk
         factor to state clearly that the provision does not apply to such
actions.
Business Combination
Background of the Business Combination, page 62

6.       Please disclose the identities of the representatives of Navigation
Capital Partners and
         Computex who participated in the calls between May 22 and May 31 to
review materials
         and consider the merits of Computex as a potential merger candidate
for Pensare. Also
         disclose the representatives of Navigation Capital Partners who
received by email on May
         31, 2019 an initial non-binding proposal outlining the terms and
conditions for a potential
         business combination between Pensare and Computex.
 Darrell J. Mays
FirstName LastNameDarrell J. Mays
Pensare Acquisition Corp.
Comapany 4, 2019
November NamePensare Acquisition Corp.
Page 3
November 4, 2019 Page 3
FirstName LastName
The Business Combination
Background of the Business Combination, page 62

7.       We note that on July 23, 2019, you announced that you had entered into
a non-binding
         letter of intent to acquire a second company, a leading developer of
UCaaS technology.
         Please revise your disclosures to discuss the status of the potential
business combination.
Opinion of Financial Advisor to Pensare's Board of Directors, page 70

8.       We note your disclosure regarding financial projections with respect
to the future financial
         performance of Computex for the years ending December 31, 2019 through
December 31,
         2021 that were prepared by Computex management and shared with
Pensare's financial
         advisor. Please disclose those financial projections and the material
assumptions
         underlying them or advise why you believe that they are not material
to an investor's
         understanding of the business combination.
9.       You disclose that conducting the Selected Companies Analysis and the
Selected
         Transactions Analysis "involves complex considerations and judgments
concerning
         differences in financial and operating characteristics of the selected
companies and other
         factors that could affect" the transactions and companies reviewed.
Please disclose the
         primary considerations and judgments made when comparing these
companies and
         transactions to Computex. Please tell us whether any additional
transactions or companies
         that fit the criteria for these analyses were not used, and, if so,
why not.
Unaudited Pro Forma Condensed Combined Financial Statements, page 79

10.      We note from your disclosures that the business combination will be
accounted for as a
         forward merger under the acquisition method whereby a new subsidiary
of Pensare,
         Merger Sub, will be incorporated, Computex will be treated as the
acquired company and
         Pensare will be treated as the accounting acquirer for financial
reporting purposes. Please
         explain how you determined that Pensare is the accounting acquirer.
Provide us with
         analysis that compares the number of shares and percentages owned by
shareholders in the
         combined company to the number of shares and percentages owned in each
of the
         combining companies before the transaction. Tell us the number of
shares of common
         stock owned individually by Mr. Mock, Dr. Willis and Mr. Foley before
and after the
         business combination. In addition, tell us the number of shares that
Navigation Capital
         Partners II, L.P. owns in Computex prior to the business combination.
We refer you to the
         guidance in ASC 805-50.
11.      You disclose that Pensare plans to raise additional funds via a $160
million Private
         Investment in Pubic Equity ("PIPE"), and for purposes of these
unaudited pro forma
         condensed combined financial statements, it is assumed that the $160
million PIPE raise
         will include 4 million common shares at a share price of $10.00 ($40
million) and
         $120 million in new convertible debt. Please revise to provide
transparent disclosures in
         this section of the filing about the related uncertainties associated
with the proposed PIPE
 Darrell J. Mays
Pensare Acquisition Corp.
November 4, 2019
Page 4
         transaction. In this respect, your pro forma disclosures should
clarify that if Pensare fails
         to consummate the PIPE, it is unlikely that Pensare will have
sufficient funds to meet the
         condition to Closing in the Business Combination Agreement.
12.      Please clarify your disclosures that indicate it is assumed that all
warrants (26.0 million)
         and rights (30.1 million) will be converted into the New Convertible
Debt Security with a
         value of $42.8 million.
Note 3--Adjustments and Assumptions to the Unaudited Pro Forma Condensed
Combined
Balance Sheet as of June 30, 2019, page 88

13.      We note that adjustment J represents the pro forma adjustment to
account for the liabilities
         repaid or converted upon the completion of the business combination.
Please revise to
         clarify the nature of the liabilities that will be repaid or converted
upon the completion of
         the business combination. We also note that two of the Company's
service providers have
         agreed to defer the payment of fees owed to them until the
consummation of a Business
         Combination, which amounted to $4.8 million as of March 31, 2019.
Please clarify
         whether your pro forma financial statements reflect the deferred
payment of fees.
14.      We note that adjustment L represents transactions expenses that will
be settled with a
         combination of cash ($21.2 million) and a new convertible debt
security ($12.9 million).
         Please revise to describe in detail the nature of the transactions
expenses.
15.      We note from your disclosures beginning on page F-16 that certain
related party loans are
         payable upon the consummation of a business combination. Please
explain why there are
         no pro forma adjustments for these related party convertible loans
considering that they
         are payable without interest upon the consummation of a business
combination. In
         addition, tell us whether the promissory notes made to cover the
contribution payments
         are payable upon the consummation of a business combination.
Note 4--Adjustments and Assumptions to the Unaudited Pro Forma Condensed
Statement of
Operations for the Six Months Ended June 30, 2019, page 90

16.    We note your adjustments to weighted average basic and diluted shares
outstanding to
       arrive at the pro forma shares outstanding in both the no redemption and
maximum
       redemption scenarios. Please revise to explain why the public
stockholders' rights are
       included in your calculation of pro forma basic and diluted shares
outstanding. Revise to
       explain how you determined the number of the sponsors remaining shares.
In addition,
       revise to clarify the nature of the assumed debt with 12% PIK interest
and how you
       determined the number of PIK shares to be issued on the convertible
debt. Your revised
FirstName LastNameDarrell J. Mays
       disclosures should include any assumptions involved. Note that this
comment also applies
Comapany NamePensare Acquisition Corp.
       to Note 5--Adjustments and Assumptions to the Unaudited Pro Forma
Condensed
November 4, 2019 Page 4 of Operations for the Year Ended December 31, 2018.
       Combined Statement
FirstName LastName
 Darrell J. Mays
FirstName LastNameDarrell J. Mays
Pensare Acquisition Corp.
Comapany 4, 2019
November NamePensare Acquisition Corp.
Page 5
November 4, 2019 Page 5
FirstName LastName
Information about Computex, page 128

17.      Please disclose the basis for the statement that Computex is an
"award-winning" IT
         solutions provider.
18.      Please balance the disclosure of your revenues in the years ended
December 31, 2017 and
         2018 by also disclosing your net losses for each period.
Management's Discussion and Analysis of Financial Condition and Results of
Operations of
Computex and Subsidiaries
Overview, page 140

19.      You state that Computex is a leading multi-brand technology solutions
provider
         to Fortune 500 clients. Please disclose the percentage of your
customers that are Fortune
         500 companies and the percentage of revenue for each period that was
generated from
         these customers.
Internal Controls, page 150

20.      Please clarify your disclosures that indicate Computex has elected not
to take advantage of
         the extended transition period for complying with the new or revised
accounting
         standards. In this respect, we note your statement on page F-62 that
the Company does
         not intend to early adopt the new revenue recognition guidance and
therefore all of the
         ASUs noted will be effective for the Company for the year ending
December 31, 2019.
Pensare Managements' Discussion and Analysis of Financial Condition and Results
of
Operations
Results of Operations, page 172

21.      Please clarify your statement that there have been no significant
changes in your financial
         position and no material adverse change has occurred since the date of
your audited
         financial statements included in your registration statement for the
initial public offering.
         In this respect, we note that there have been significant redemptions
of your common
         stock subsequent to the date of your audited financial statements.
 Darrell J. Mays
FirstName LastNameDarrell J. Mays
Pensare Acquisition Corp.
Comapany 4, 2019
November NamePensare Acquisition Corp.
November 4, 2019 Page 6
Page 6
FirstName LastName
Financial Statements
Stratos Management Systems, Inc.
Financial Statements for the years ended December 31, 2018, 2017 and 2016
Note 1. Summary of Significant Accounting Policies
Revenue Recognition, page F-54

22.      We note that you sell IT and communication products, which consist of
hardware and
         essential software. Please clarify whether any of your arrangements
contain software that
         is within the scope of ASC 985-605.
23.      You disclose that revenue from the sale of hardware and software
products is generally
         recognized on a gross basis with the sales price to the customer
recorded as revenue and
         the acquisition cost of the product recorded as cost of revenue.
Please provide us with a
         detailed analysis that supports recognizing the sale of hardware and
software products on
         a gross basis. We refer you to FASB ASC 605-45-45.
24.      Your disclosures indicate that revenue from the sale of third-party
service and
         maintenance contracts is recognized on a gross basis at the time of
sale with the selling
         price to the customer recorded as revenue and the acquisition cost
recorded as cost of
         revenue. Please provide us with a detailed analysis that explains why
you are the principal
         in these contracts and supports recognizing the sale of third-party
service and maintenance
         contracts on a gross basis. We refer you to FASB ASC 605-45-45.
Segment Reporting, page F-61

25.      We note that Stratos Ireland is a sourcing company for European sales
activity. Please
         explain how you considered the guidance in ASC 280-10-50-41.
        We remind you that the company and its management are responsible for
the accuracy
and adequacy of their disclosures, notwithstanding any review, comments, action
or absence of
action by the staff.

       You may contact Morgan Youngwood, Staff Accountant, at (202) 551-3479 or
Stephen
Krikorian, Accounting Branch Chief, at (202) 551-3488 if you have questions
regarding
comments on the financial statements and related matters. Please contact
Matthew Crispino,
Staff Attorney, at (202) 551-3456 or Jan Woo, Legal Branch Chief, at (202)
551-3453 with any
other questions.



                                                              Sincerely,

                                                              Division of
Corporation Finance
                                                              Office of
Technology
cc:      Jason Simon