United States securities and exchange commission logo





                              June 6, 2024

       Troy Meier
       Chief Executive Officer
       Superior Drilling Products, Inc.
       1583 South 1700 East
       Vernal, UT 84078

                                                        Re: Superior Drilling
Products, Inc.
                                                            Schedule 13E-3
filed May 10, 2024
                                                            File No. 005-88173
                                                            color:white;"_
                                                            Drilling Tools
International Corporation
                                                            Form S-4 filed May
10, 2024
                                                            File No. 333-279319

       Dear Troy Meier:

              We have reviewed your filings and have the following comments. In
some of our
       comments, we may ask you to provide us with information so we may better
understand your
       disclosure.

               Please respond to these comments by providing the requested
information or advise us as
       soon as possible when you will respond. If you do not believe our
comments apply to your facts
       and circumstances, please tell us why in your response.

                                                        After reviewing your
response to these comments, we may have additional comments.

       Schedule 13E-3 filed May 10, 2024; Form S-4 filed May 10, 2024

       General

   1.                                                   Given the narrative
complexity of the formulas used to establish the ultimate mix of stock
                                                        and cash consideration,
please consider providing illustrative examples to help
                                                        shareholders understand
such disclosure. Useful in this regard would be examples that
                                                        demonstrate numerically
how the proration mechanics would play out assuming different
                                                        inputs of stock and
cash elections.
   2.                                                   In the Schedule 13E-3,
please fix the link to Exhibit (c)(7) under Item 16.
 Troy Meier
Superior Drilling Products, Inc.
June 6, 2024
Page 2
Reasons for the Merger of the Schedule 13e-3 Filing Parties other than SDPI and
the Supporting
Shareholders; Fairness, page 41

3.       Please expand this section so that the disclosure addresses each of
the factors set out in
         Instruction 2 to Item 1014 of Regulation M-A.
Opinion of Piper Sandler, page 44

4.       You disclose on page 55 that the Piper Sandler Opinion may not be
"relied upon by any
         other person or used for any other purpose without the prior written
consent of Piper
         Sandler... ." As drafted, this statement may be construed as a
disclaimer of liability to the
         security holders. Please revise to remove this disclaimer.
Election, Exchange and Payment Procedures, page 104

5.       We note the following disclosure: "Subject to the terms of the Merger
Agreement and of
         the Election Form, the Exchange Agent will have reasonable discretion
to determine
         whether any election, revocation, or change has been properly or
timely made and to
         disregard immaterial defects in the Election Forms, and any good faith
decisions of the
         Exchange Agent regarding such matters will be binding and conclusive.
None of DTI,
         SDPI, or the Exchange Agent will be under any obligation to notify any
Person of any
         defect in an Election Form." Please revise such disclosure to indicate
that shareholders
         may challenge such decisions of the Exchange Agent in a court of
competent jurisdiction.
Tax Consequences of the Merger Generally, page 207

6.       You disclose that the    parties intend for the First Merger and
Second Merger, taken
         together, to qualify as a 'reorganization' within the meaning of
Section 368(a) of the
         Code.    To the extent you believe these transactions qualify as a
reorganization within
         Section 368(a) of the Internal Revenue Code, please file a legal
opinion supporting such a
         conclusion. Alternatively, revise your disclosure here to begin with a
statement that it is
         uncertain whether the transactions will qualify as a tax-free
reorganization and describe
         the potential consequences to shareholders, including a summary of the
tax consequences
         if the transactions fail to qualify as a 368(a) reorganization.
        We remind you that the filing persons are responsible for the accuracy
and adequacy of
their disclosures, notwithstanding any review, comments, action or absence of
action by the staff.

         Please direct any questions to David Plattner at 202-551-8094.



FirstName LastNameTroy Meier                                    Sincerely,
Comapany NameSuperior Drilling Products, Inc.
June 6, 2024 Page 2                                             Division of
Corporation Finance
FirstName LastName                                              Office of
Mergers and Acquisitions