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 July 30, 2025

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

 Re: TruGolf Holdings, Inc.
 Amendment No. 1 to Registration Statement on Form S-1
 Filed on July 18, 2025
 File No. 333-288219
Dear Christopher Jones:

 We have reviewed your amended 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. Unless
we note
otherwise, any references to prior comments are to comments in our July 2, 2025
letter.

Amendment No. 1 to Form S-1
General

1. Your response to prior comment 1 asserts that the selling stockholders
were at market
 risk when they acquired the warrants issued on April 22, 2025, but does
not provide
 the analysis requested as to whether it is appropriate to register the
resale of common
 stock at this time; accordingly, we reissue the comment. Your analysis
should explain
 whether and how the specific provisions of the warrants and preferred
stock (i.e., their
 respective pricing mechanisms, including market and other adjustments,
and terms,
 conditions, and timing of exercise/conversion) are consistent with the
Commission s
 guidance set forth in Question 139.11 of the Securities Act Sections
Compliance and
 Disclosure Interpretations. Clarify whether a portion of the preferred
stock has now
 been issued (as your Form 8-K filed on July 22, 2025, appears to
indicate), and
 July 30, 2025
Page 2

 consider whether there is completed sale for the remaining, unissued
preferred stock.
 Separately consider whether the selling stockholders are at market risk
with respect to
 the underlying common stock.
2. We note your response to prior comment 2. Please update your disclosure
to reflect
 the note exchange and other developments reported in your Form 8-K filed
on July
 22, 2025. Without limitation, clearly indicate the number of Series A
preferred stock
 that are issued and outstanding, and clarify how these relate to the
common stock
 being registered for resale. Include revisions as appropriate to the use
of proceeds and
 selling securityholders sections, and the legal opinion filed as Exhibit
5.1 (noting this
 refers to the Series A preferred stock as "issuable").
Description of our Securities
Preferred Stock
Series A Convertible Preferred Stock
Conversion Rights, page 63

3. We note your response to prior comment 4. Please further revise this
subsection
 to address the following:
 Include the current conversion price of $6.31 in the same paragraph
as the initial
 fixed conversion price of $50.00.
 Disclose how the conversion price was adjusted from $50.00 to $6.31,
clearly
 explaining your calculation and any Reset Price adjustment; revise
accordingly
 disclosure that "Due to the reverse split, we completed on June 23,
2025, the
 Conversion Price was adjusted to $6.31."
 Quantify the number of shares issuable upon conversion at the fixed
conversion
 price (i.e., in addition to the floor price), explaining your
calculation.
 Define capitalized terms used, such as Conversion Amount and
 Alternative
 Conversion Floor Amount, and explain whether and how these affect
shares
 issuable upon conversion, quantifying relevant amounts.
 With a view to disclosure, tell us how you calculated the maximum
number of
 500 issuable shares, clearly explaining the treatment of dividends
and any
 assumptions used.
 Refer to disclosure on page 58 that the conversion price and the
floor price of the
 Series A Preferred Stock may be adjusted; revise disclosure in
this section
 to explain such adjustments and quantify the maximum common stock
that could
 be issued as a result. Add related risk factor disclosure as
appropriate.
Warrants Issued in April 2025 Exchange, page 65

4. We note your response to prior comment 3 and reissue it in part. Please
revise to
 provide a complete description of the primary overlying warrants. Your
disclosure
 should summarize the principal provisions of the warrant filed as
Exhibit 10.14 with a
 level of detail analogous to that for the Series A preferred stock.
Additionally clarify
 disclosure that appear to indicate your warrants expired on April 22,
2025, and update
 to clearly disclose the current expiration date in light of your Form
8-K filed on July
 22, 2025.
 July 30, 2025
Page 3

 Please contact Sarah Sidwell at 202-551-4733 or Jennifer Angelini at
202-551-3047
with any questions.

 Sincerely,

 Division of
Corporation Finance
 Office of
Manufacturing
cc: Cavas Pavri
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