OMB APPROVAL

UNITED STATES

OMB Number:

3235-0058

SECURITIES AND EXCHANGE COMMISSION

Expires

October 31, 2018

Washington, D.C. 20549

Estimated average burden

hours per response.

2.50

SEC File Number

FORM 12b-25

001-38167

NOTIFICATION OF LATE FILING

CUSIP Number

70957E105

(check one):

[   ]

Form 10-K

[   ]

Form 20-F

[   ]

Form 11-K

[X]

Form 10-Q

[   ]

Form 10-D

[   ]

Form N-SAR

[   ]

Form N-CSR

For Period Ended:

September 30, 2017

[   ]

Transition Report on Form 10-K

[   ]

Transition Report on Form 20-F

[   ]

Transition Report on Form 11-K

[   ]

Transition Report on Form 10-Q

[   ]

Transition Report on Form N-SAR

For the Transition Period Ended:

Read Instructions Before Preparing Form.

Nothing in this form shall be construed to imply that the Commission has verified any information contained herein.

If the notification relates to a portion of the filing checked above, identify the Item(s) to which the notification relates:

PART I — REGISTRANT INFORMATION

Pensare Acquisition Corp.

Full Name of Registrant

N/A

Former Name if Applicable

1720 Peachtree Street, Suite 629

Address of Principal Executive Office (Street and Number)

Atlanta, GA 30309

City, State and Zip Code

PART II — RULES 12b-25(b) AND (c)
If the subject report could not be filed without unreasonable effort or expense and the registrant seeks relief pursuant to
Rule 12b-25(b), the following should be completed. (Check box if appropriate)
		(a)	The reason described in reasonable detail in Part III of this form could not be eliminated without
			unreasonable effort or expense;
		(b)	The subject annual report, semi-annual report, transition report on Form 10-K, Form 20-F, Form 11-K,
	[X]		Form N-SAR or Form N-CSR, or portion thereof, will be filed on or before the fifteenth calendar day
			following the prescribed due date; or the subject quarterly report or transition report on Form 10-Q or
			subject distribution reporton Form 10-D, or portion thereof, will be filed on or before the fifth calendar
			day following the prescribed due date; and
		(c)	The accountant’s statement or other exhibit required by Rule 12b-25(c) has been attached if applicable.

PART III — NARRATIVE

State below in reasonable detail why Forms 10-K, 20-F, 11-K, 10-Q,10-D, N-SAR, N-CSR, or the transition report or portion

thereof, could not be filed within the prescribed time period.

Pensare Acquisition Corp. (the "Company") is unable to file its Quarterly Report on Form 10-Q for the period ended September 30, 2017 by the prescribed date without unreasonable effort or expense. Additional time is needed for the Company to complete the Form 10-Q and permit the Company's independent registered public accounting firm to complete its review.

PART IV — OTHER INFORMATION
(1)	Name and telephone number of person to contact in regard to this notification
	Darrell Mays			404		234-3098
	(Name)			(Area Code)		(Telephone Number)
(2)	Have all other periodic reports required under Section 13 or 15(d) of the Securities Exchange Act of 1934 or Section 30
	of the Investment Company Act of 1940 during the preceding 12 months or for such shorter period that the registrant
	was required to file such report(s) been filed ? If answer is no, identify report(s).						Yes	[X]	No	[   ]
(3)	Is it anticipated that any significant change in results of operations from the corresponding period for the last fiscal
	year will be reflected by the earnings statements to be included in the subject report or portion thereof ?
							Yes	[   ]	No	[X]
	If so, attach an explanation of the anticipated change, both narratively and quantitatively, and, if appropriate,
	state the reasons why a reasonable estimate of the results cannot be made.
			Pensare Acquisition Corp.
			(Name of Registrant as Specified in Charter)
has caused this notification to be signed on its behalf by the undersigned hereunto duly authorized.
	Date:	November 15, 2017			/s/	Darrell Mays
					By:	Darrell Mays
					Title:	Chief Executive Officer
INSTRUCTION: The form may be signed by an executive officer of the registrant or by any other duly authorized
representative. The name and title of the person signing the form shall be typed or printed beneath the signature. If
the statement is signed on behalf of the registrant by an authorized representative (other than an executive officer),
evidence of the representative’s authority to sign on behalf of the registrant shall be filed with the form.
ATTENTION
Intentional misstatements or omissions of fact constitute Federal Criminal Violations (See 18 U.S.C. 1001).