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                                March 1, 2024

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

                                                        Re: TruGolf Holdings,
Inc.
                                                            Registration
Statement on Form S-1
                                                            Filed February 14,
2024
                                                            File No. 333-277068

       Dear Christopher Jones:

              We have conducted a limited review of your registration statement
and have the
       following comment(s).

              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 February 14, 2024

       Cover Page

   1.                                                   For each of the
securities being registered for resale, disclose the price that the selling
                                                        securityholders paid
for such securities/units overlying such securities.
   2.                                                   Disclose the exercise
prices of the warrants compared to the market price of the
                                                        underlying security. If
the warrants are out the money, please disclose the likelihood that
                                                        warrant holders will
not exercise their warrants. As applicable, describe the impact on
                                                        your liquidity and
update the discussion on the ability of your company to fund your
                                                        operations on a
prospective basis with your current cash on hand.
       Risks Related to Ownership of TruGolf's Securities, page 29

   3.                                                   Include an additional
risk factor highlighting the negative pressure potential sales of
                                                        shares pursuant to this
registration statement could have on the public trading price of the
 Christopher Jones
FirstName  LastNameChristopher Jones
TruGolf Holdings, Inc.
Comapany
March      NameTruGolf Holdings, Inc.
       1, 2024
March2 1, 2024 Page 2
Page
FirstName LastName
         Class A common stock. To illustrate this risk, disclose the purchase
price of the securities
         being registered for resale and the percentage that these shares
currently represent of the
         total number of shares outstanding. Also, as applicable, disclose that
even though the
         current trading price is at or significantly below the SPAC IPO price,
the private investors
         have an incentive to sell because they will still profit on sales
because of the lower price
         that they purchased their shares than the public investors.
Management's Discussion and Analysis of Financial Condition and Results of
Operations, page
42

4.       Please expand your discussion here to reflect the fact that this
offering involves the
         potential sale of a substantial portion of shares for resale and
discuss how such sales could
         impact the market price of the company   s common stock. Your
discussion should
         highlight the fact that Bright Vision Sponsor LLC, a beneficial owner
of 18.8% of your
         outstanding shares, will be able to sell all of its shares for so long
as the registration
         statement of which this prospectus forms a part is available for use.
5.       In light of the number of redemptions and the unlikelihood that the
company will receive
         significant proceeds from exercises of the warrants because of the
disparity between the
         exercise price of the warrants and the current trading price of the
Class A common stock,
         expand your discussion of capital resources to address any changes in
the company   s
         liquidity position since the business combination. If the company is
likely to have to seek
         additional capital, discuss the effect of this offering on the company
  s ability to raise
         additional capital.
General

6.       Revise your prospectus to disclose the price that each selling
securityholder paid for the
         securities being registered for resale. Highlight any differences in
the current trading
         price, the prices that the selling securityholders acquired their
shares and warrants, and the
         price that the public securityholders acquired their shares and
warrants. Also disclose the
         potential profit the selling securityholders will earn based on the
current trading price. In
         addition, please include appropriate risk factor disclosure.
7.       Please update to reflect the filing of the your quarterly financial
statements for the quarter
         ended December 31, 2023.
        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 Eranga Dias at 202-551-8107 or Jay Ingram at
202-551-3397 with any
 Christopher Jones
TruGolf Holdings, Inc.
March 1, 2024
Page 3

other questions.



FirstName LastNameChristopher Jones   Sincerely,
Comapany NameTruGolf Holdings, Inc.
                                      Division of Corporation Finance
March 1, 2024 Page 3                  Office of Manufacturing
FirstName LastName