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June 6, 2023
David Gow
Chief Executive Officer
SportsMap Tech Acquisition Corp.
5353 West Alabama, Suite 415
Houston, Texas 77056
Re:SportsMap Tech Acquisition Corp.
Preliminary Proxy Statement on Schedule 14A
Filed May 10, 2023
File No. 001-40916
Dear David Gow:
            We have reviewed your filing 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 within ten business days 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 and any amendment you may file in response to these
comments, we may have additional comments.
Preliminary Proxy on Schedule 14A filed May 10, 2023
Cautionary Note Regarding Forward-Looking Statements, page 5
1.We note your statements on this page that investors "should not place undue reliance" on
the forward-looking statements in deciding how to vote their shares of SportsMap
Common Stock on the proposals set forth in the proxy statement.  We also refer to your
statements on pages 115 and 116 cautioning investors not to place undue reliance on
prospective financial information included in the prospectus. Please revise
thesestatements to remove any implication that investors are not entitled to rely on
disclosure in your registration statement.

 FirstName LastNameDavid Gow
 Comapany NameSportsMap Tech Acquisition Corp.
 June 6, 2023 Page 2
 FirstName LastName
David Gow
SportsMap Tech Acquisition Corp.
June 6, 2023
Page 2
Questions and Answers about the Business Combination, page 7
2.We note your disclosure that SportsMap stockholders elected to redeem 9,865,056 public
shares of SportsMap common stock in connection with the special meeting of SportsMap
stockholders held on April 14, 2023.  Please amend your disclosure in the summary term
sheet, risk factors, and where appropriate throughout your filing, to disclose the
percentage of stockholder redemptions relative to total shares outstanding as of the date of
your filing.
Q: How will the level of redemptions by SportsMap Stockholders affect the ownership of non-
redeeming SportsMap Stockholders in New ICI . . ., page 8
3.We note that the post-business combination ownership level of your SportsMap Advisors
appears to reflecting the $4,025,000 fee payable to Roth Capital. Please revise your table
to include also the M&A Advisory Fees payable to Roth Capital and Craig Hallum. Please
also revise your disclosure to disclose the effective fees on a percentage basis for shares at
each redemption level presented in your sensitivity analysis related to dilution.
Q: Did the SportsMap Board obtain a third-party valuation or fairness opinion in determining
whether or not to proceed . . ., page 13
4.We note that it does not appear that SportsMap Board sought a third-party valuation and
did not receive any valuation report or opinion from a third party in connection with the
business combination. Please disclose any discussions related to obtaining a fairness
opinion for the business combination and the basis for the SportsMap Board determining
it was not necessary to obtain a fairness opinion for the business combination.
Summary of the Proxy Statement, page 19
5.Please revise to expand your descriptions of ICI in this section. Please expand your
disclosure to discuss the types of products and services ICI provides and how it generates
revenue. Please also balance your disclosure to include equally prominent disclosure of
the limitations and challenges you face in implementing your business strategy, including
but not limited to, your net income (loss) for the year ended December 31, 2022 and your
limited operating history and substantial dependence on a limited number of customers.
Please also disclose that the audit opinion for SportsMap includes a paragraph related to
substantial doubt about the ability of SportsMap to continue as a going concern.
Organizational Structure, page 25
6.Please amend your disclosure to provide a diagram of the post-business combination
ownership structure of New ICI, including ownership percentages of the relevant parties.

 FirstName LastNameDavid Gow
 Comapany NameSportsMap Tech Acquisition Corp.
 June 6, 2023 Page 3
 FirstName LastName
David Gow
SportsMap Tech Acquisition Corp.
June 6, 2023
Page 3
Summary of the Material Terms of the Transactions, page 32
7.We note your disclosure on page 20 that the Adjusted Equity Value “will be equal to (a)
$100,000,000, less (b) the aggregate amount of ICI’s outstanding indebtedness, plus (c)
the aggregate exercise price that would be paid in respect of participating options to
acquire shares of ICI Common Stock if all such options were exercised in full
immediately prior to the Effective Time, plus (d) all cash and cash equivalents of ICI, plus
(e) the aggregate principal amount of any ICI Convertible Notes entered into by ICI...”
You also disclose on page 32 that the “aggregate merger consideration payable to holders
of ICI common stock and options will be…equal to the Adjusted Equity Value, together
with any Earnout Shares…”  Please amend your Summary of the Material Terms to
provide an estimated Adjusted Equity Value and per share merger consideration as of a
recently practicable date.
Risks Related to SportsMap and the Business Combination, page 66
8.Please highlight the material risks to public warrant holders, including those arising from
differences between private and public warrants. We note that page 3 states that the Public
Warrants are redeemable following the initial business combination. Please discuss the
circumstances in which the public warrants are eligible to be redeemed by the Company.
To the extent that there is a threshold trading price of common stock that would allow the
company to redeem the warrants, please clarify whether recent common stock trading
prices exceed that threshold. Clearly explain the steps, if any, the Company will take to
notify all shareholders, including beneficial owners, regarding when the warrants become
eligible for redemption
Activities taken by SportsMap Stockholders to increase the likelihood of approval..., page 71
9.We note disclosure here that at any time prior to the special meeting, the Sponsor,
SportsMap’s officers, directors and advisors and/or their respective affiliates may
purchase shares from institutional and other investors who vote, or indicate an intention to
vote, against the business combination proposal, or execute agreements to purchase shares
from such investors in the future, or they may enter into transactions with such investors
and others to provide them with incentives to acquire shares of SportsMap common stock.
You further state that the purpose of the share purchases could be to vote in favor of the
business combination. Please provide your analysis on how such purchases comply with
Rule 14e-5. To the extent that you are relying on Tender Offer Compliance and Disclosure
Interpretation 166.01 (March 22, 2022), available on our public website, please provide an
analysis regarding how it applies to your circumstances. Revise your disclosure as
appropriate for consistency.
Following the Business Combination, warrants will become exercisable for New ICI Common
Stock, which would increase the number . . ., page 73
10.Quantify the value of warrants, based on recent trading prices, that may be retained by

 FirstName LastNameDavid Gow
 Comapany NameSportsMap Tech Acquisition Corp.
 June 6, 2023 Page 4
 FirstName LastNameDavid Gow
SportsMap Tech Acquisition Corp.
June 6, 2023
Page 4
redeeming stockholders assuming maximum redemptions and identify any
material resulting risks.
Ownership of New ICI, page 101
11.Please revise to disclose all possible sources and extent of dilution that shareholders who
elect not to redeem their shares may experience in connection with the business
combination. Provide disclosure of the impact of each significant source of
dilution, including warrants retained by redeeming shareholders and the two tranches of
Earnout Shares, at each of the redemption levels detailed in your sensitivity analysis,
including any needed assumptions.

The Background of SportsMap's Interaction with ICI, page 106
12.Please describe how ICI was identified as a potential target and by whom, and how the
negotiations were started and by whom.
13.We note that the parties discussed the process of raising capital in a PIPE financing on a
call on September 12, 2022. Please clarify the current status of discussions and
negotiations regarding a PIPE transaction.  To the extent that negotiation and marketing
processes for a PIPE are ongoing, please disclose material details of those processes,
including who selected the potential PIPE investors, what relationships the PIPE investors
have to SportsMap, the Sponsor, ICI and its affiliates, and advisors, if any, and how the
terms of the PIPE transaction were determined.
14.Please revise your background section to provide more detail regarding the topics
discussed in the due diligence calls related to ICI's financials and competitive
opportunity. We note that SportsMap considered these calls to be constructive in enabling
its understanding of ICI's value proposition and growth prospects, and the factors that
considered to arrive at the $100 million valuation. Please revise your disclosure to discuss
what in particular was discussed with respect to these topics, as well as the relevant
positions of each party and how these topics influenced the terms of the transaction
and SportsMap's understanding of ICI's value proposition. Please also discuss what in
particular was considered with respect to the financial projections.
•the September 7, 2022 meeting focused on ICI's strategy, long-term vision and
financial forecast;
•the October 14, 2022 call focused on the background support of certain claims in the
presentation, including the total addressable market size for the business;
•the discussion of "ICI’s competitive landscape, including one competitor’s history of
leadership in the industry and ICI’s new competitive advantage enabled by its
software" on October 24, 2022;
•the October 31, 2022 call focusing on ICI's financial forecast;
•the November 30, 2022 call reviewing ICI's financial forecast, including how it had
been updated "based on feedback from the previous due diligence call"

 FirstName LastNameDavid Gow
 Comapany NameSportsMap Tech Acquisition Corp.
 June 6, 2023 Page 5
 FirstName LastNameDavid Gow
SportsMap Tech Acquisition Corp.
June 6, 2023
Page 5
15.Please disclose the deal terms proposed by SportsMap in the Draft LOI sent September
16, 2022, including the valuation. Please also explain how SportsMap arrived at this
valuation. We note that SportsMap and its advisors considered several factors to arrive at
its $100 million valuation, including "trends in infrared imaging, the competitive
landscape, the value of adding ICI’s new software to its cameras, sales prospects to
existing and future customers, scalability of the business, and the ICI management team’s
ability to scale the business." Please elaborate on how SportsMap considered these factors,
including how its view and position on these topics and how they influenced SportsMap's
proposed valuation.
The Comparable Companies Approach, page 110
16. You disclose that Craig-Hallum compared a range of valuation multiples to the $140
million post-transaction valuation based on the projected revenue for 2023 and LTV gross
margins, and also compared the resulting ratios of enterprise value to 2023 projected
revenues. We have the following comments:
•Please clarify when the comparable companies analysis was conducted;
•Please explain the criteria used to select the comparable companies, whether any
comparable companies meeting the selection criteria were excluded from the
analysis, and, if so, the reasons for such exclusion; and
•Please disclose the source for the equity research analysts’ consensus estimates used
to determine the enterprise value for the comparable companies.
Valuation of ICI's Business, page 110
17.Please provide the following information with respect to your $140 million enterprise
value for ICI and revise your presentation accordingly:
•Describe and quantify the components of enterprise value and reconcile the
associated equity valuation to merger consideration of $100 million to be issued in
common stock to the former shareholders of ICI.
•You state that "[i]n order to arrive at the $100 million valuation of ICI, SportsMap
and its advisors considered several factors, including trends in infrared imaging, the
competitive landscape, the value of adding ICI’s new software to its cameras, sales
prospects to existing and future customers, scalability of the business, and the ICI
management team’s ability to scale the business." Please revise to provide the
information, analysis and conclusions relied upon to support the September 16, 2022
valuation of $100 million.  Please explain how that valuation was prepared, including
the level of assistance that Craig-Hallum provided to SportsMap's Board of Directors.
The SportsMap Board's Reasons for the Business Combination, page 111
18.We note that the high gross margins and projected multiples that the Board considered
when evaluating the business combination were based on ICI's successful shift to an SaaS
revenue model. Please disclose what consideration the Board gave to ICI's limited
operating history in providing SaaS solutions, as discussed in the risk factor titled, "ICI

 FirstName LastNameDavid Gow
 Comapany NameSportsMap Tech Acquisition Corp.
 June 6, 2023 Page 6
 FirstName LastName
David Gow
SportsMap Tech Acquisition Corp.
June 6, 2023
Page 6
has a limited operating history providing SaaS solutions, which makes it difficult to
evaluate its future prospects and the risks and challenges it may encounter."
Interests of SportsMap's Directors and Officers in the Business Combination, page 113
19.Please quantify the aggregate dollar amount of what the Sponsor and its affiliates have at
risk that depends on completion of the business combination, including the current value
of the private placement units and the private placement warrants, and any fees due. We
note, for example, the fees payable to the Sponsor pursuant to the Administrative Services
Agreement.
20.We note your disclosure that certain shareholders have agreed to waive their redemption
rights. Please describe here and elsewhere in the prospectus any consideration provided in
exchange for this agreement. Please also revise your disclosure summarizing the
background of the business combination to discuss the negotiation of this agreement.
Certain Forecasted Financial Information for ICI, page 115
21.Please disclose whether the projections for 2023 still reflect management’s views on
future performance given actual historical 2022 amounts.  For example, it appears that the
actual gross margin for 2022 was significantly less than projected.
22.The projections show a significant increase in revenues to $20.5 million in 2023.  We also
note that the majority of ICI’s forecasted gross margin expansion is expected to be
realized from a greater mix of revenues from its newer SaaS offerings, which yield higher
gross margins than ICI’s hardware products.  In this regard, please help investors better
understand the reasonableness of the assumptions underlying the projections by separately
identifying the projected revenue estimates for each significant product and service as
well as your consideration of historical revenues in arriving at projected revenue
amounts.  For example, we note your disclosures on page F-15 indicate that there have
been limited historical SaaS revenues.
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