January 11, 2020

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

       Re: Pensare Acquisition Corp.
           Preliminary Revised Proxy Statement on Schedule 14A
           Filed December 26, 2019
           File No. 001-38167

Dear Mr. Mays:

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

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

       After reviewing your response to these comments, we may have additional
comments.
References to prior comments are to those in our letter dated November 4, 2019.

Revised Preliminary Proxy Statement filed December 26, 2019

Questions and Answers
What will happen in the business combination?, page 5

1.    We note your response to prior comment 1. The revised disclosure on page
5 indicates
      that the compensation to be paid to Holdings will be adjusted with
respect to the debt and
      net working capital of Computex. It is unclear, however, in the
subsequent discussion
      regarding how the compensation will be delivered to Holdings how the
compensation will
      be adjusted for Computex's debt and net working capital. Please advise.
Risk Factors
"Resources could be spent researching acquisitions that are not consummated..."
, page 52

2.    We note your response to prior comment 3. Please revise this risk factor
to discuss the
      material costs you incurred in your search for a target business,
including costs incurred in
 Darrell J. Mays
FirstName LastNameDarrell J. Mays
Pensare Acquisition Corp.
Comapany NamePensare Acquisition Corp.
January 11, 2020
January 11, 2020 Page 2
Page 2
FirstName LastName
         connection with your pursuit of U.S. TelePacific Holdings Corp.
"Our amended and restated certificate of incorporation provides, subject to
limited exceptions...",
page 53

3.       We note your response to prior comment 5 that the exclusive forum
provision does not
         apply to suits brought to enforce any liability or duty created by the
Exchange Act.
         Clarify whether the provision applies to actions arising under the
Securities Act. Please
         ensure that the governing documents state this clearly.
The Business Combination
Certain Computex Projected Financial Information, page 73

4.       We note that you disclose certain projected financial information.
Please revise to
         disclose the assumptions which in management's opinion are most
significant to the
         projections. Please explain why you have a reasonable basis for the
assumptions
         underlying the prospective financial information. Describe the level
of support underlying
         your assumptions. We refer you to Item 10 of Regulation S-K.
Unaudited Pro Forma Condensed Combined Financial Statements, page 84

5.       We note that you plan to raise additional funds via a $45 million
investment from other
         third parties, including an anchor investor (the "Anchor Investor").
We further note that
         each $1,250 Unit of investments would consist of 80% in a Series A
convertible debenture
         and 20% equity as follows: (i) $1,000 in face amount of Series A
convertible debentures
         ("Series A Debentures") and (ii) one five-year warrant to purchase 100
shares of the
         Company's common stock, par value $0.001 per share ("Common Stock") at
an exercise
         price of $0.01 per share and 3,000,000 shares of common stock at a
purchase price of
         $3.00 per share. Please revise to describe the terms and conditions
associated with the
         Series A convertible debenture. Explain how you determined the common
stock purchase
         price to be $3.00 per share. Provide us with an analysis of how you
determined that the
         warrants should be classified as equity. Revise to clarify how you
determined each of the
         assumptions for valuing the warrants using the Black-Scholes option
valuation model.
6.       We note your response to prior comment 10. Please provide us with a
more detailed
         analysis of how you determined that Pensare is the accounting
acquirer. Describe in
         greater detail how you considered each of the factors in ASC
805-10-55-(10-15). Explain
         how your analysis considered that Mr. Haffar and Mr. Perez will retain
senior
         management positions of the Surviving Corporation. Tell us whether
Computex will be
         entitled to any seats on the board of directors in connection with the
Business
         Combination Agreement. Clarify your disclosures that indicate that Mr.
Mock, Dr. Willis
         and Mr. Foley hold economic interests in Pensare Sponsor Group, LLC
and pecuniary
         interests in the securities held by Pensare Sponsor Group, LLC. Tell
us the number of
         shares and percentages owned by these individuals in Pensare Sponsor
Group, LLC. In
         addition, tell us whether MasTec, Inc. or its officers and directors
own any interest
 Darrell J. Mays
Pensare Acquisition Corp.
January 11, 2020
Page 3
       in Navigation Capital Partners II L.P and Computex.
Note 3. Adjustments and Assumptions to the Unaudited Pro Forma Condensed
Combined
Balance Sheet as of September 30, 2019,, page 92

7.     Please revise your disclosures in Adjustment C to clarify that the $45.0
million in cash
       from the third party investor is to be received subsequent to September
30, 2019. In this
       respect, your current disclosures appear to imply that the cash was
already received from
       the third party investor subsequent to September 30, 2019.
8.     We note that transactions expenses will be settled with cash ($5.0M).
Please clarify the
       nature of the transaction expenses that reflect a partial payment of
fees that were agreed to
       be deferred until the consummation of a Business Combination. Revise to
describe in
       greater detail the remaining balance of unpaid transaction costs that
will be renegotiated
       post Business Combination. Tell us whether the remaining balance of
unpaid transaction
       costs are accrued in your pro forma consolidated balance sheet as of
September 30, 2019.
Financial Statements
Stratos Management Systems, Inc.
Financial Statements for the years ended December 31, 2018, 2017 and 2016
Note 1. Summary of Significant Accounting Policies
Revenue Recognition, page F-57

9.     Please clarify your response to prior comment 23 that indicates Computex
has back-end
       inventory risk with respect to the product shipped directly to its
customers. Tell us
       whether Computex will take title to the products if they are returned by
the customers.
       Describe your right of return to the vendor or supplier. Indicate
whether the customer will
       return the product directly to the vendor. Tell us the percentage of
products shipped
       directly to the customer as compared to products shipped directly to
you. Describe in
       greater detail how Computex is directly and intimately involved with its
customers both
       on a pre- and post-sale basis. That is, indicate whether a vendor is
configuring the product
       specific to a customer. In addition, please clarify how you determined
that Computex has
       reasonable latitude, within economic constraints, to establish the price
Computex charges
       to its customers, and describe any limitations or constraints.
10.       Please clarify your response to prior comment 24 that indicates
Computex is typically the
          principal in sales of third-party software support and maintenance.
Clarify why you
          believe that you are the principal even though you are not providing
the support and
          maintenance to the customer. In addition, tell us how you considered
the guidance in
          Example 46A of ASC 606-10-55-324 upon adoption of ASC 606. Address
whether you
          will continue to recognize the third-party software support and
maintenance at the time of
FirstName LastNameDarrell J. Mays refer you to ASC 606-10-25-24. Indicate
whether you
          sale rather than over-time. We
Comapany NamePensare Acquisition Corp.those services are provided to the
customer. Explain
          obtain control of the services before
January 11, 2020 Page 3 you will be primarily responsible for fulfilling the
promise to provide
          whether you believe
FirstName these services.
          LastName
 Darrell J. Mays
FirstName LastNameDarrell J. Mays
Pensare Acquisition Corp.
Comapany NamePensare Acquisition Corp.
January 11, 2020
January 11, 2020 Page 4
Page 4
FirstName LastName
        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