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June 6, 2024
Troy Meier
Chief Executive Officer
Superior Drilling Products, Inc.
1583 South 1700 East
Vernal, UT 84078
Re:Superior Drilling Products, Inc.
Schedule 13E-3 filed May 10, 2024
File No. 005-88173color:white;"_
Drilling Tools International Corporation
Form S-4 filed May 10, 2024
File No. 333-279319
Dear Troy Meier:
            We have reviewed your filings 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 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.
Schedule 13E-3 filed May 10, 2024; Form S-4 filed May 10, 2024
General
1.Given the narrative complexity of the formulas used to establish the ultimate mix of stock
and cash consideration, please consider providing illustrative examples to help
shareholders understand such disclosure. Useful in this regard would be examples that
demonstrate numerically how the proration mechanics would play out assuming different
inputs of stock and cash elections.
2.In the Schedule 13E-3, please fix the link to Exhibit (c)(7) under Item 16.

 FirstName LastNameTroy Meier
 Comapany NameSuperior Drilling Products, Inc.
 June 6, 2024 Page 2
 FirstName LastName
Troy Meier
Superior Drilling Products, Inc.
June 6, 2024
Page 2
Reasons for the Merger of the Schedule 13e-3 Filing Parties other than SDPI and the Supporting
Shareholders; Fairness, page 41
3.Please expand this section so that the disclosure addresses each of the factors set out in
Instruction 2 to Item 1014 of Regulation M-A.
Opinion of Piper Sandler, page 44
4.You disclose on page 55 that the Piper Sandler Opinion may not be "relied upon by any
other person or used for any other purpose without the prior written consent of Piper
Sandler... ." As drafted, this statement may be construed as a disclaimer of liability to the
security holders. Please revise to remove this disclaimer.
Election, Exchange and Payment Procedures, page 104
5.We note the following disclosure: "Subject to the terms of the Merger Agreement and of
the Election Form, the Exchange Agent will have reasonable discretion to determine
whether any election, revocation, or change has been properly or timely made and to
disregard immaterial defects in the Election Forms, and any good faith decisions of the
Exchange Agent regarding such matters will be binding and conclusive. None of DTI,
SDPI, or the Exchange Agent will be under any obligation to notify any Person of any
defect in an Election Form." Please revise such disclosure to indicate that shareholders
may challenge such decisions of the Exchange Agent in a court of competent jurisdiction.
Tax Consequences of the Merger Generally, page 207
6.You disclose that the “parties intend for the First Merger and Second Merger, taken
together, to qualify as a 'reorganization' within the meaning of Section 368(a) of the
Code.” To the extent you believe these transactions qualify as a reorganization within
Section 368(a) of the Internal Revenue Code, please file a legal opinion supporting such a
conclusion. Alternatively, revise your disclosure here to begin with a statement that it is
uncertain whether the transactions will qualify as a tax-free reorganization and describe
the potential consequences to shareholders, including a summary of the tax consequences
if the transactions fail to qualify as a 368(a) reorganization.
            We remind you that the filing persons are responsible for the accuracy and adequacy of
their disclosures, notwithstanding any review, comments, action or absence of action by the staff.
            Please direct any questions to David Plattner at 202-551-8094.
Sincerely,
Division of Corporation Finance
Office of Mergers and Acquisitions