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United States securities and exchange commission logo
March 1, 2024
Christopher Jones
Chief Executive Officer
TruGolf Holdings, Inc.
60 North 1400 West
Centerville, Utah 84014
Re:TruGolf Holdings, Inc.
Registration Statement on Form S-1
Filed February 14, 2024
File No. 333-277068
Dear Christopher Jones:
            We have conducted a limited review of your registration statement and have the
following comment(s).
            Please respond to this letter by amending your registration statement and providing the
requested information. 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 any amendment to your registration statement and the information you
provide in response to this letter, we may have additional comments.
Registration Statement on Form S-1 Filed February 14, 2024
Cover Page
1.For each of the securities being registered for resale, disclose the price that the selling
securityholders paid for such securities/units overlying such securities.
2.Disclose the exercise prices of the warrants compared to the market price of the
underlying security. If the warrants are out the money, please disclose the likelihood that
warrant holders will not exercise their warrants. As applicable, describe the impact on
your liquidity and update the discussion on the ability of your company to fund your
operations on a prospective basis with your current cash on hand.
Risks Related to Ownership of TruGolf's Securities, page 29
3.Include an additional risk factor highlighting the negative pressure potential sales of
shares pursuant to this registration statement could have on the public trading price of the

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Class A common stock. To illustrate this risk, disclose the purchase price of the securities
being registered for resale and the percentage that these shares currently represent of the
total number of shares outstanding. Also, as applicable, disclose that even though the
current trading price is at or significantly below the SPAC IPO price, the private investors
have an incentive to sell because they will still profit on sales because of the lower price
that they purchased their shares than the public investors.
Management's Discussion and Analysis of Financial Condition and Results of Operations, page
42
4.Please expand your discussion here to reflect the fact that this offering involves the
potential sale of a substantial portion of shares for resale and discuss how such sales could
impact the market price of the company’s common stock. Your discussion should
highlight the fact that Bright Vision Sponsor LLC, a beneficial owner of 18.8% of your
outstanding shares, will be able to sell all of its shares for so long as the registration
statement of which this prospectus forms a part is available for use.
5.In light of the number of redemptions and the unlikelihood that the company will receive
significant proceeds from exercises of the warrants because of the disparity between the
exercise price of the warrants and the current trading price of the Class A common stock,
expand your discussion of capital resources to address any changes in the company’s
liquidity position since the business combination. If the company is likely to have to seek
additional capital, discuss the effect of this offering on the company’s ability to raise
additional capital.
General
6.Revise your prospectus to disclose the price that each selling securityholder paid for the
securities being registered for resale. Highlight any differences in the current trading
price, the prices that the selling securityholders acquired their shares and warrants, and the
price that the public securityholders acquired their shares and warrants. Also disclose the
potential profit the selling securityholders will earn based on the current trading price. In
addition, please include appropriate risk factor disclosure.
7.Please update to reflect the filing of the your quarterly financial statements for the quarter
ended December 31, 2023.
            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.
            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 Eranga Dias at 202-551-8107 or Jay Ingram at 202-551-3397 with any

 FirstName LastNameChristopher Jones
 Comapany NameTruGolf Holdings, Inc.
 March 1, 2024 Page 3
 FirstName LastName
Christopher Jones
TruGolf Holdings, Inc.
March 1, 2024
Page 3
other questions.
Sincerely,
Division of Corporation Finance
Office of Manufacturing