Exhibit 99.3

Sysorex, Inc. and Subsidiaries

UNAUDITED COMBINED CONDENSED PRO FORMA FINANCIAL INFORMATION

On November 2, 2021, Down South Hosting, LLC (“Purchaser”), an indirect wholly-owned subsidiary of Sysorex, Inc. (“Sysorex” or the “Company”), and BWP Holdings LLC, a New York limited liability company (“Seller” or “BWP”), entered into an Membership Interest Purchase Agreement (the “Purchase Agreement”). Under the terms of the Purchase Agreement, the Purchaser agreed to purchase from Seller the fifty percent (50.0%) membership interest in Up North Hosting LLC, a New York limited liability company (“UNH”) (such sale, the “Transaction” or the “Transferred Membership Interest”). Prior to the Transaction Purchaser owned the other fifty percent of UNH which was reported as an equity method investment (the “UNH Equity Method Interest”) in the consolidated results of Sysorex. As a result of the Transaction, UNH became an indirect wholly-owned subsidiary of Sysorex (together the “Combined Company”).

Under the terms and conditions of the Purchase Agreement, the aggregate consideration to be paid to Seller in the Transaction consisted of the payment of one million dollars ($1,000,000.00) and issuance of one million (1,000,000) shares of restricted common stock, $0.00001 par value, of the Company. Seller and Purchaser each made customary representation and warranties in the Purchase Agreement. Additionally, each Seller and Purchaser is obligated, subject to certain limitations, to indemnify the other for certain liabilities, including liabilities arising from breaches of representation and warranties, and nonfulfillment or breaches of covenants in the Purchase.

In addition to the Transferred Membership Interest (the “UNH Acquisition”), the Purchase Agreement transferred the ownership of certain Cryptocurrency Mining Equipment consisting of approximately 2,000 GPUs owned by BWP and Bitworks, LLC, the BWP member, resident in the UNH facility (the “Bitworks Data Mining Equipment”). Both the Transferred Membership Interest and the Bitworks Data Mining Equipment were exchanged for the aggregate consideration of the Transaction.

On April 14, 2021, Sysorex completed a reverse merger with TTM Digital Assets & Technologies, Inc. (“TTM Digital”, the “Reverse Merger”) whereby TTM Digital was declared the accounting acquirer and became the registrant. The presentation of historical financial statements for the Company represent the financial statements of the registrant TTM Digital as a result of the Reverse Merger. After the completion of the Reverse Merger, the Company maintained the corporate name of the accounting acquiree Sysorex. In the presentation of historical financial statements the presentation of the registrant, TTM Digital, are labeled Sysorex Inc. Registrant and those of the pre–Reverse Merger Sysorex are labeled Sysorex Inc. Predecessor.

The following tables set forth selected unaudited pro forma historical financial information and unaudited pro forma per share information in connection with the Combined Company. The pro forma amounts included in the tables below are presented as if the Purchase Agreement had been consummated for all periods presented, have been prepared in accordance with GAAP, but have not been audited. The pro forma amounts in the tables below are presented for informational purposes. You should not rely on the pro forma amounts as being indicative of the financial position or the results of operations of the Combined Company that would have actually occurred had the Purchase Agreement been consummated during the periods presented or of the future financial position or future results of operations of the Combined Company.

The accompanying unaudited combined condensed pro forma financial statements of the Company are presented to illustrate the estimated effects of the Purchase Agreement.

The unaudited combined condensed pro forma financial statements have been derived from the historical consolidated financial statements of TTM Digital (Sysorex Inc. Registrant), Sysorex Inc. Predecessor and UNH. The unaudited combined condensed pro forma statements of operations for the nine months ended September 30, 2021, and for the year ended December 31, 2020 combine the historical consolidated statements of operations of Sysorex and the historical statements of operations of UNH, giving effect to the Merger Agreement as if it had been consummated on January 1, 2020, for the year ended December 31, 2020 and January 1, 2021 for the nine months ended September 30, 2021. The unaudited combined condensed pro forma balance sheet combines the historical consolidated balance sheet of Sysorex and the historical balance sheet of UNH as of September 30, 2021, giving effect to the Purchase Agreement as if it had been consummated on September 30, 2021. The historical consolidated financial statements have been adjusted in the unaudited combined condensed pro forma financial statements to give pro forma effect to events that are: (a) directly attributable to the Purchase Agreement; (b) factually supportable; and (c) with respect to the statements of operations, expected to have a continuing impact on the Company’s results following the completion of the Purchase Agreement.

The assumptions and estimates underlying the unaudited adjustments to the pro forma combined financial statements are described in the accompanying notes, which should be read together with the pro forma combined financial statements. The unaudited combined condensed pro forma financial statements should be read together with Sysorex’s historical consolidated financial statements, which are included in Sysorex’s latest annual report on Form 10-K as of December 31, 2020 and subsequent quarterly reports on Form 10-Q, and the historical consolidated financial statements of TTM Digital as of March 31, 2021, and December 31, 2020 filed on Form 8-K/A on June 24, 2021. The unaudited combined condensed pro forma financial information included herein has been prepared pursuant to the rules and regulations of the SEC. Certain information and certain footnote disclosures normally included in financial statements prepared in accordance with accounting principles generally accepted in the United States of America have been condensed or omitted pursuant to these rules and regulations; however, management believes that the disclosures are adequate to make the information presented not misleading.

The unaudited combined condensed pro forma financial statements are presented for illustrative purposes only, in accordance with Article 11 of Regulation S-X. The pro forma financial information presented gives effect to pro forma events that are (a) directly attributable to the Arrangement, (b) factually supportable and (c) with respect to the pro forma statement of operations, expected to have a continuing impact. The Merger Agreement is being accounted for as a business combination using the acquisition method in accordance with accounting standards codification 805, Business Combinations. Under this method of accounting the purchase price will be allocated to the assets acquired and liabilities assumed based upon their estimated fair values at the date of consummation of the Merger Agreement.

The unaudited pro forma condensed combined financial information included herein does not give effect to any potential cost reductions or other operating efficiencies that could result from the mergers, including but not limited to, those associated with potential (i) reductions of corporate overhead, (ii) eliminations of duplicate functions and (iii) increased operational efficiencies through the adoption of best practices and capabilities from each company.

Unaudited Combined Condensed Pro Forma Balance Sheet

September 30, 2021

Unaudited Combined Condensed Pro Forma Statement of Operations

Nine months ended September 30, 2021

Unaudited Combined Condensed Pro Forma Statement of Operations

Twelve months ended December 31, 2020

See accompanying notes to unaudited combined condensed pro forma financial information

NOTES TO THE UNAUDITED COMBINED CONDENSED PRO FORMA FINANCIAL INFORMATION

(in thousands)

(1) Basis of Presentation

The unaudited combined condensed pro forma financial statements were prepared in accordance with accounting principles generally accepted in the United States of America (“GAAP”) and pursuant to the rules and regulations of SEC Regulation S-X and present the pro forma financial position and results of operations of the Combined Company after giving effect to the Merger and Purchase Agreements (the “Acquisitions”). The historical financial information of Sysorex, TTM Digital and UNH has been adjusted to give pro forma effect to events that are: (a) directly attributable to the Acquisitions, (b) factually supportable, and (c) with respect to the unaudited combined condensed pro forma statements of operations, expected to have a continuing impact on the combined results. The Acquisition Adjustments included in the unaudited combined condensed pro forma financial information (“Pro Forma Financial Information”) are based on currently available data and assumptions that the Company believes are reasonable. However, the Unaudited Combined Condensed Pro Forma Statements of Operations do not include any expected revenue synergies or cost savings or restructuring actions that may be achievable or that may occur subsequent to the Acquisition. Accordingly, the actual financial position and results of operations may differ from these pro forma amounts as additional information becomes available and as additional analyses are performed.

The Acquisition Adjustments are preliminary and based on estimates of the fair value and useful lives of the assets acquired and liabilities assumed and have been prepared to illustrate the estimated effect of the Acquisitions. The final determination of the purchase price allocation will be based on the final valuation of the fair values of assets acquired and liabilities assumed.

(2) Preliminary Purchase Consideration and Purchase Price Allocation

The UNH Acquisition is being accounted for as a business combination using the acquisition method in accordance with Accounting Standards Codification 805, Business Combinations. Under this method of accounting the purchase price will be allocated to the assets acquired and liabilities assumed based upon their estimated fair values at the date of consummation of the Acquisition.

As the aggregate consideration for Transaction was exchanged for both the Transferred Membership Interest and the acquired Bitworks Data Mining Equipment the Transaction consideration requires allocation between these two transaction components based upon the fair values of these transaction components. In the valuation of the aggregate consideration the Company determined that the one million shares of restricted common stock exchanged are valued at $0.4 million for total aggregate consideration in the Transaction of $1.4 million. The Company determined the allocation of the Transaction consideration to be $0.8 million for the UNH Acquisition and $0.6 million for the Bitworks Data Mining Equipment. The UNH Acquisition business combination included both the Transferred Membership Interest and the exchange of the UNH Equity Method Interest. The UNH Equity Method Interest is valued equally with the Transferred Membership Interest at $0.8 million resulting in an aggregate valuation for the UNH Acquisition business combination of $1.6 million.

The following table presents the preliminary allocation of the $1,600,000 consideration for the UNH Acquisition business combination as of the acquisition date. The carrying value of the UNH Equity Method Interest exchanged was $664,000 resulting in a gain on the exchange of the UNH Equity Method Interest of $136,000 in comparison to the fair value of $800,000.

The following table summarizes the estimated fair values of the assets acquired and liabilities assumed at the acquisition date. As described above, fair values assigned to certain assets acquired and liabilities assumed are preliminary and thus subject to change:

Other considerations in the preliminary allocation of the estimated UNH Acquisition purchase price include the following:

(3) Acquisition Adjustments

The following is a summary of the Acquisition Adjustments reflected in the Pro Forma Financial Information based on preliminary estimates, which may change as additional information is obtained.

Balance Sheet Adjustments

The pro forma balance sheet adjustments include:

Statement of Operations Adjustments:

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