SecProbe.io

April 28, 2025
Krishna Vanka
Chief Executive Officer
Flux Power Holdings, Inc.
2685 S. Melrose Drive,
Vista, California 92081
Re:Flux Power Holdings, Inc.
Draft Registration Statement on Form S-1
Submitted April 21, 2025
CIK No. 0001083743
Dear Krishna Vanka:
            We have conducted a limited review of your draft registration statement and have the
following comment(s).
            Please respond to this letter by providing any requested information and by publicly
filing your registration statement and non-public draft submission on EDGAR. If you do not
believe a comment applies to your facts and circumstances or do not believe an amendment is
appropriate, please tell us why in your response.
            After reviewing the information you provide in response to this letter and your filed
registration statement, we may have additional comments.
Draft Registration Statement on Form S-1
General
1.Please file your remaining exhibits with your next amendment. Note that we may have
additional comments on your registration statement following our review of any such
exhibits.
2.Please revise to include the delaying amendment legend on the front cover page of the
registration statement. Refer to Item 501(a) of Regulation S-K.

April 28, 2025
Page 2
            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.
            We also remind you that your registration statement must be on file at least two
business days prior to the requested effective date and time. Refer to Rules 460 and 461
regarding requests for acceleration. Please allow adequate time for us to review any
amendment prior to the requested effective date of the registration statement.
            Please contact Jenny O'Shanick at 202-551-8005 or Geoffrey Kruczek at 202-551-
3641 with any questions.
Sincerely,
Division of Corporation Finance
Office of Manufacturing
cc:Deborah K. Seo