SecProbe.io

CORRESP
1
filename1.htm

January 17, 2023

Via edgar

U.S. Securities and Exchange Commission

Division of Corporation Finance

Office of Real Estate & Construction

100 F Street, N.E.

Washington, DC 20549

    Attention:
    Kibum Park

Jeffrey Gabor

Re: Intelligent
                                            Medicine Acquisition Corp.

                                            Preliminary Proxy Statement on Schedule 14A

                                            Filed January 4, 2023

                                            File No. 001-41024

Ladies and Gentlemen:

On behalf of our client Intelligent Medicine Acquisition
Corp., a Delaware corporation (the “Company”), we submit this letter in response to a comment from the staff
(the “Staff”) of the Securities and Exchange Commission (the “Commission”) received
by letter from the Staff dated January 17, 2023, relating to the Company’s Preliminary Proxy Statement on Schedule 14A submitted
to the Commission via EDGAR on January 4, 2023 (the “Preliminary Proxy Statement”).

To facilitate the Staff’s review, we have
reproduced the text of the Staff’s comment in italics below and have followed the comment with the Company’s response thereto.

Preliminary Proxy Statement on Schedule
14A filed January 4, 2023

General

 1. With a view toward disclosure, please tell us whether your sponsor is, is controlled by, or has substantial
ties with a non-U.S. person. If so, also include risk factor disclosure that addresses how this fact could impact your ability to complete
your initial business combination. For instance, discuss the risk to investors that you may not be able to complete an initial business
combination with a U.S. target company should the transaction be subject to review by a U.S. government entity, such as the Committee
on Foreign Investment in the United States (CFIUS), or ultimately prohibited. Disclose that as a result, the pool of potential targets
with which you could complete an initial business combination may be limited. Further, disclose that the time necessary for government
review of the transaction or a decision to prohibit the transaction could prevent you from completing an initial business combination
and require you to liquidate. Disclose the consequences of liquidation to investors, such as the losses of the investment opportunity
in a target company, any price appreciation in the combined company, and the warrants, which would expire worthless.

U.S. Securities and Exchange Commission

January 17, 2023

Page 2

In response to the Staff’s comment, the Company respectfully
advises the Staff that the Company’s sponsor, Intelligent Medicine Sponsor LLC, is not controlled by, and does not have substantial
ties with, a non-U.S. person, and the Company does not believe that there are any risks to disclose to investors that a proposed business
combination with the Company would be subject to regulatory review by a U.S. government entity, such as CFIUS, or would ultimately be
prohibited.

Should any member of the Staff have any questions
or comments concerning this response, or desire any further information or clarification in respect of the Preliminary Proxy Statement,
please do not hesitate to contact the undersigned at (713) 860-7352. Thank you for your assistance.

    Very truly yours,

    /s/
    Will Burns

    Will Burns

of Paul Hastings LLP

cc:    Gregory C. Simon, Intelligent Medicine Acquisition Corp.