SecProbe.io

CORRESP
 1
 filename1.htm

 July
17, 2025

 VIA
EDGAR

 United
States Securities and Exchange Commission

 Division
of Corporation Finance

 Office
of Manufacturing

 100
F Street, NE

 Washington,
DC 20549

 Attention:
Sarah Sidwell

 Re:
 TruGolf
 Holdings, Inc.

 Registration
 Statement on Form S-1

 Filed
 June 20, 2025

 File
 No. 333-288219

 Ladies
and Gentlemen:

 This
letter is being submitted on behalf of TruGolf Holdings, Inc. (the " Company ") in response to the comment letter, dated
July 2, 2025, of the staff of the Division of Corporation Finance (the " Staff ") of the Securities and Exchange Commission
(the " Commission ") with respect to the Registration Statement on Form S-1 filed on June 20, 2025 (the " Registration
Statement "). The Company's amended Registration Statement (the " Amended Registration Statement ") has
been filed with the Commission.

 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.

 RESPONSE: The
 Amended Registration Statement has been updated to include the following new disclosure ( emphasis
 added ). As stated in the new disclosure, the selling stockholders were at market
 risk beginning on April 22, 2025, when the selling stockholders acquired the Warrants in
 partial exchange for certain Series A warrants and Series B warrants of the Company that
 were issued in February 2024.

 "This
prospectus relates to the offer and sale from time to time by the selling securityholders named in this prospectus (the "Selling
Securityholders") of an aggregate of up to 8,416,500 shares of our Class A common stock, par value $0.0001 per share ("Class
A Common Stock") issuable upon the conversion of our Series A Convertible Preferred Stock, par value $0.0001 per shares ("Series
A Preferred Stock") issuable upon the exercise of Warrants to purchase Series A Preferred Stock (the "Warrants") with
an exercise price of $900 per share , which Warrants were issued to the Selling Securityholders on April 22, 2025 in partial
exchange for certain Series A warrants and Series B warrants to purchase shares of the Company's Class A common stock (collectively,
the "PIPE Warrants") issued in a private placement completed in February 2024 pursuant to which the Selling Securityholders
purchased the PIPE Warrants and certain convertible notes for an aggregate purchase price of $4,185,000."

 United
States Securities and Exchange Commission

 July
17, 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).

 RESPONSE: The
 Amended Registration Statement has been updated as follows:

 ● The
 following disclosure was added on the Cover to make clear that the warrants have been issued
 and outstanding, to make clear that only a portion of the common stock underlying the Warrants
 and preferred stock is being registered and to quantity the amounts of these securities.

 "The
Selling Securityholders hold an aggregate of Warrants to purchase 37,033 shares of Series A Preferred Stock. Each share of Series A Preferred
Stock is convertible into a maximum of 500 shares of Class A Common Stock at the floor conversion price of the Series A Preferred Stock,
which is $3.50 per share. Of the foregoing Warrants, we have agreed to register the resale of the Class A Common Stock underlying a total
of 16,833 shares of Series A Preferred Stock held by the Selling Securityholders."

 ● The
 effective date of the exchange agreement – April 22, 2025, has been disclosed on both
 the Cover and on page 8 of the Amended Registration Statement.

 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.

 RESPONSE: The
 Amended Registration Statement has been updated as follows:

 ● On
 page 8, the following disclosure was added:

 "Description
of Warrants .

 The
Warrants shall expire two years after issuance and are exercisable for an aggregate of 37,033 shares of Series A Preferred Stock. The
exercise price of the Warrants is $900 per share of Series A Preferred Stock (as adjusted for stock splits, stock dividends, stock combinations,
recapitalizations and similar events affecting the Series A Preferred Stock). In addition, subject to the rules and regulations of the
Nasdaq Stock Market, the Company may at any time during the term of the Warrants, with the prior written consent of the holder, reduce
the then current exercise price to any amount and for any period of time deemed appropriate by the board of directors of the Company.
Any adjustment to the exercise price of the Warrants would not change the conversion price of the Series A Preferred Stock or the floor
price for such conversion price, and would therefore not change the total number of shares of Class A Common Stock potentially issuable
under the Series A Preferred Stock

 United
States Securities and Exchange Commission

 July
17, 2025

 Page
3

 Description
of Series A Preferred

 Each
share of Series A Preferred Stock is convertible into a maximum of 500 shares of Class A Common Stock at the floor conversion price of
the Series A Preferred Stock, which is $3.50 per share. Of the foregoing Warrants, we have agreed to register the resale of the Class
A Common Stock underlying a total of 16,833 shares of Series A Preferred Stock held by the Selling Securityholders."

 ● The
 disclosure on page 58 has been updated as follows ( emphasis added) :

 In
accordance with the terms of a registration rights agreement with the holders of the Preferred Stock, this prospectus generally covers
the resale of 100% of the maximum number of shares of common stock issued or issuable upon conversion of the Series A Preferred Stock
issued and issuable assuming that the Warrants have been exercised into such aggregate number of Series A Preferred Stock equal to the
sum of (a) the Maximum Forced Exercise Share Amount (as set forth in the Warrants), which is 6,733 shares of Series A Preferred
Stock plus (b) the number of shares of Series A Preferred Stock as the stockholder shall have the right to exercise into
without our consent, which is 10,099 shares of Series A Preferred Stock (which amount does not include and is in addition to
the 6,733 shares of Series A Preferred Stock described in (a) above) (without regard to any limitations on conversion contained
in the certificate of designations solely for the purpose of such calculation) at the floor price of $3.50 .

 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.

 RESPONSE: The
 Amended Registration statement has been updated to include the following on page 63:

 "As
such, for each share of Series A Preferred Stock, assuming the Conversion Price is adjusted due to any of the events described in this
section to the Floor Price and assuming the Make-Whole Amount described in the prior paragraph is converted into Class A Common Stock
at the Floor Price, a total of 500 shares of Class A Common Stock may be issued."

 United
States Securities and Exchange Commission

 July
17, 2025

 Page
4

 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.

 RESPONSE: The
 Amended Registration Statement has been updated to include the following on the Cover page.

 "Chief
Executive Officer, Interim Chief Financial Officer, President and Chairman, Christopher Jones, together with our Chief Hardware Officer,
Steven R. Johnson, and David Ashby, hold 1,00,888, 48,513,000, 50,598 shares of our Class B Common Stock, respectively, representing
approximately 88.6% of the voting power of TruGolf's voting securities for the election of directors. As a result, TruGolf is a
controlled company within the meaning of the Nasdaq rules, and, as a result, although we have not chosen to avail ourselves of any controlled
company exemptions, we may in the future chose to avail ourselves of the exemptions from certain corporate governance requirements for
controlled companies. See the section entitled "Management – Controlled Company" of this prospectus for additional
information."

 The
Amended Registration Statement has been updated to revise the disclosure on page 53 as follows:

 "Christopher
Jones, together with Steven R. Johnson and David Ashby, hold approximately 88.6% of the voting power of TruGolf's voting securities
for the election of directors. As a result, TruGolf is a controlled company within the meaning of the Nasdaq rules, and, as a result,
although we have not chosen to avail ourselves of any controlled company exemptions, we may in the future chose to avail ourselves of
the exemptions from certain corporate governance requirements for controlled companies."

 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

 RESPONSE: The
 Amended Registration Statement has been updated throughout to give effect to the reverse
 stock split. In addition, the following was added to the risk factor disclosure:

 "On
June 23, 2025, we completed a reverse split of our Class A Common Stock in order to satisfy the Bid Price Rule. Although as of the date
of this prospectus, we are in compliance with the Bid Price Rule, significant sales of our Class A Common Stock from this offering may
cause our stock price is fall in the future, which may cause us to again be in non-compliance with the Bid Price Rule."

 United
States Securities and Exchange Commission

 July
17, 2025

 Page
5

 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.

 RESPONSE: The
 Amended Registration Statement was updated to include the following risk factor:

 "The
conversion of the Series A Preferred Stock into Class A Common Stock will dilute the ownership interest of our stockholders.

 The
Series A Preferred Stock provide that if, while the Series A Preferred Stock are outstanding, we sell any Class A Common Stock and/or
Class A Common Stock equivalents other than in connection with certain exempt issuances, at a purchase price per share less than the
conversion price of the Series A Preferred Stock in effect immediately prior to such sale, then immediately after such sale the exercise
price of the Series A Preferred Stock then in effect will be reduced to an amount equal to the new issuance price, and, the number of
shares issuable upon conversion of the Series A Preferred Stock will be proportionately adjusted such that the aggregate price will remain
unchanged, subject to the floor price. In addition, if on any six month anniversary after the date the Series A Preferred Stock are issued
(each, a "Reset Date"), the conversion price then in effect is greater than the closing price of the Class A Common Stock
as of such applicable Reset Date (each, a "Reset Price"), immediately after the close of trading on such applicable Reset
Date the conversion price shall automatically lower to the Reset Price. Finally, if at any time on or after the date of issuance there
occurs any stock split, stock dividend, stock combination recapitalization or other similar transaction involving the Class A Common
Stock, the conversion price shall be reduced to 120% of the quotient determined by dividing (x) the sum of the volume weighted average
price of the Class A Common Stock for each of the five trading days with the lowest volume weighted average price of the Class A Common
Stock during the fifteen consecutive trading day period ending and including the trading day immediately preceding the sixteenth trading
day after such event date, divided by (y) five.

 As
described above, if the conversion price of the Series A Preferred Stock decreases, the number of shares underlying the Series A Preferred
Stock will increase, which would materially dilute the ownership of our stockholders."

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 Should
you have any questions regarding the foregoing, please do not hesitate to contact Cavas Pavri at (202) 724-6847.

 Sincerely,

 ARENTFOX
 SCHIFF LLP

 /s/
 Cavas Pavri

 By:
 Cavas Pavri

 Enclosures

 cc:

 Christopher
 Jones, Chief Executive Officer