SecProbe.io

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 July 2, 2025

Christopher Jones
Chief Executive Officer
TruGolf Holdings, Inc.
60 North 1400 West
Centerville, UT 84014

 Re: TruGolf Holdings, Inc.
 Registration Statement on Form S-1
 Filed on June 20, 2025
 File No. 333-288219
Dear Christopher Jones:

 We have conducted a limited review of your registration statement and
have the
following comments.

 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 on June 20, 2025
General

1. We note that you are seeking to register the resale of Class A Common
Stock
 "issuable upon the conversion of [y]our Series A Convertible Preferred
 Stock...issuable upon the exercise of Warrants to purchase Series A
Preferred Stock."
 Please provide us with a detailed analysis explaining why it is
appropriate to register
 the resale of these shares at this time, including whether provisions of
the warrants
 and/or preferred stock protect the selling stockholders from being truly
at market risk.
 In your analysis, please consider the Commission s guidance set forth
in
 Question 139.11 of the Securities Act Sections Compliance and Disclosure
 Interpretations.
 July 2, 2025
Page 2
2. Please revise disclosure on the prospectus cover and elsewhere to
clarify whether the
 warrants overlying the common stock being registered have been issued
and are
 outstanding. Identify the "Effective Date" and "Closing Date" referred
to in the
 Exchange Agreements discussed on page 8. Clearly disclose, if true, that
you
 are registering only a portion of the common stock underlying the
warrants and
 preferred stock (as disclosure on page 58 appears to indicate). Quantify
all relevant
 amounts of these securities--i.e., issued and outstanding, issuable
(including under
 alternate exercise/conversion scenarios, if different), and
issued/issuable in relation to
 the registered shares (clarifying how such underlying securities were
determined and
 the exercise/conversion price used).
3. Please revise to provide a complete description of the terms and
conditions of the
 primary overlying warrants. In this regard, we note that the description
of securities
 section discusses the Representative's Warrants, but not these warrants.
Clearly
 discuss terms of exercise, including the exercise price and adjustments
thereto.
 Disclose whether voluntary adjustment pursuant to Section 2(c) of the
warrant is
 subject to any minimum price and quantify the maximum preferred stock
and
 common stock that could be issued upon such adjustment, together with
risk factor
 disclosure as appropriate. Clarify disclosure on page 57 that appears to
indicate
 preferred stock is issuable both (i) in the maximum forced share amount
(as set forth
 in the warrants) and (b) in a number that warrant holders can exercise
into without
 your consent; if these amounts (which should be quantified) overlap and
are not
 mutually exclusive, please additionally advise why it is appropriate to
register
 420,825,000 underlying shares.
4. Please revise your description of the Series A Preferred Stock to
clearly disclose the
 conversion price and the number of shares of common stock issuable upon
 conversion, identifying any needed assumptions. Expand upon disclosure
that
 "the conversion price and the floor price of the Series A Preferred
Stock may be
 adjusted" (page 57), explaining such adjustments and quantifying the
maximum
 common stock that could be issued upon such adjustments, together with
risk factor
 disclosure as appropriate.
Cover Page

5. We note disclosure on page 53 that you expect to be a controlled company
and may
 qualify for exemptions from certain corporate governance requirements.
Please revise
 to clearly state whether you currently or intend in the future to take
advantage of the
 controlled company exemptions under the Nasdaq rules. Include disclosure
on the
 prospectus cover regarding your controlled company status. Additionally
disclose the
 percentage ownership and voting control held by your founders and
executive
 officers, Christopher Jones and Steven Johnson.
Prospectus Summary, page 5

6. We note your Form 8-K, filed on June 24, 2025, reports that you effected
a 1:50
 reverse stock split. Please update your disclosure to reflect this stock
split and include
 risk factor disclosure as appropriate.
 July 2, 2025
Page 3

Risk Factors, page 12

7. Please add risk factor disclosure regarding the potential impacts and
material risks
 related to this offering. Discuss, without limitation, the substantial
dilutive effects of
 issuance of the common stock being offered. Additionally revise the risk
factor
 regarding potential Nasdaq delisting on page 25 to disclose whether and
how the
 offering will affect your ability to regain and/or maintain compliance
with the listing
 rules. Update the disclosure as appropriate in light of the July 8, 2025
compliance
 deadline.
 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 Sarah Sidwell at 202-551-4733 or Jennifer Angelini at
202-551-3047
with any other questions.

 Sincerely,

 Division of
Corporation Finance
 Office of
Manufacturing
cc: Cavas Pavri
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