SecProbe.io

CORRESP
 1
 filename1.htm

 August
29, 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.

 Amendment No. 1 to Registration
 Statement on Form S-1

 Filed July 18, 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 30, 2025, of the staff of the Division of Corporation Finance (the " Staff ") of the Securities and Exchange Commission
(the " Commission ") with respect to the Amendment No. 1 to the Registration Statement on Form S-1 filed on July 18,
2025 (the " Registration Statement "). The Company's amended Registration Statement (the " Amended Registration
Statement ") has been filed with the Commission.

 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 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.

 RESPONSE:
The Amended Registration Statement has been revised to include solely the shares of common stock underlying the Series A preferred stock
that was acquired on July 21, 2025 via the exercise by an investor of the Series A preferred stock warrant for cash consideration of
$5.0 million. The Company respectfully submits that upon exercise of the Series A preferred stock warrant, the investor was, and is currently,
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").

 RESPONSE:
The Amended Registration Statement has been revised to address the Staff's comment.

 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.

 RESPONSE:
The Amended Registration Statement has been revised to address the Staff's comment in bullets 1-4 and 6. With respect to bullet
5, the Amended Registration Statement has been revised to show the calculations utilized to calculate the maximum number of 500 issuable
shares.

 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.

 RESPONSE:
The Amended Registration Statement has been revised to address the Staff's comment and to clarify the expiration date of the Warrants.

 * * *

 * * *

 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