SecProbe.io

United States securities and exchange commission logo
August 14, 2023
David Gow
Chief Executive Officer
SportsMap Tech Acquisition Corp.
5353 West Alabama, Suite 415
Houston, Texas 77056
Re:SportsMap Tech Acquisition Corp.
Amendment No. 2 to Preliminary Proxy Statement on Schedule 14A
Filed July 31, 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.
Amendment No. 2 to Preliminary Proxy Statement on Schedule 14A
Summary of the Material Terms of the Transactions, page 35
1.We note your response to comment 3, including your amended disclosure related to the
per share merger consideration.  In addition to this disclosure, please amend your
disclosure to to show the potential impact of redemptions on the per share value of the
shares owned by non-redeeming shareholders at each redemption level, taking into
account not only the money in the trust account, but the post-transaction equity value of
the combined company. Your disclosure should show the impact of certain equity
issuances on the per share value of the shares, including the exercises of public and
private warrants, options and the issuance of any earnout shares under each redemption
scenario

 FirstName LastNameDavid Gow
 Comapany NameSportsMap Tech Acquisition Corp.
 August 14, 2023 Page 2
 FirstName LastName
David Gow
SportsMap Tech Acquisition Corp.
August 14, 2023
Page 2
The Background of SportsMap's Interaction with ICI, page 113
2.We note your revised disclosure on page 117 in response to prior comment 6 that the
parties during the October 31, 2022 call "reviewed the status of pilot projects and other
opportunities in the pipeline" and that ICI's management believes that the active pipeline
would "yield new revenue in 2023." Please revise to expand your disclosure of the status
of the pilot projects and other pipeline opportunities discussed on the October 31, 2022
call.
The Comparable Companies Approach, page 120
3.We note your response and revised disclosure in response to prior comment 7, which we
reissue in part. You disclose on page 120 that your preliminary comparable companies
analysis conducted in September 2022 was subsequently revised on December 15, 2022.
Please revise to expand your discussion of the material differences between the
preliminary and subsequent comparable companies analyses.
Certain Forecasted Financial Information for ICI, page 126
4.We note your response to comment 10.  Given the limited historical revenue of ICI of
only $7.3 million in 2022 and less than $1 million during the 3 months ended March 31,
2023, we continue to believe additional clarity should be provided regarding the
significant assumptions used and the basis for those assumptions in arriving at the
forecasted revenues for the 12 months ended June 30, 2024 of $22.1 million.  In this
regard, please address the following:

•Your revised disclosures mention multiple amounts related to the Updated Forecast,
including a probability-adjusted gross pipeline for realized enterprise SaaS revenues
from identified customers and "in process" opportunities of approximately $4.2
million for the twelve-month period ending June 30, 2024, total forecast SaaS
revenue of $3.4 million, probability adjusted gross pipeline for hardware sales of
approximately $10.9 million, and a "go get" revenue target for hardware sales of
approximately $5.8 million over the NTM Period.  Please further clarify what each of
these amounts represent as it is not clear based on their description as well as how
these amounts correspond to the actual forecasted revenue amounts.  Please clarify if
there are actual customer commitments which serve as a basis for these assumptions;
and

•Your response to comment 15 also addresses probability adjusted pipeline and the
expectation of inventory to be sold in the twelve months subsequent to March 31,
2023.  Please further clarify how this corresponds to the forecasted information
provided.

 FirstName LastNameDavid Gow
 Comapany NameSportsMap Tech Acquisition Corp.
 August 14, 2023 Page 3
 FirstName LastName
David Gow
SportsMap Tech Acquisition Corp.
August 14, 2023
Page 3
Information about ICI
Market Opportunity, page 170
5.We note your revised disclosure relating to the risks specific to the Oil & Gas and
Manufacturing markets in response to prior comment 12. Please revise to include
balancing disclosure to address the challenges and risks specific to the Distribution
& Logistics and Utilities markets in this section as well.
Results of Operations, page 183
6.We note your response to comment 14.  Please also separately quantify the extent to
which changes in revenues for the year ended December 31, 2022 are attributable to
changes in prices, changes in volume, or to the introduction of new products or services
pursuant to Item 303(b)(2)(iii) of Regulation S-K. Please reconcile your statement on page
185 that "The Company did not introduce new products or software subscription services
for the three months ended March 31, 2023" with the disclosure on page 21 which states
that it launched its SmartIR cloud-software product suite in the first quarter of 2023.
Also, disclose whether sales returns have been material and if so quantify the impact on
reported sales.  Further, please expand your disclosure to explain the material changes in
gross margin for each period presented.
Critical Accounting Policies and Estimates, page 190
7.Your response to prior comment 15 does not clearly indicate how you reasonably
concluded that no material inventory allowance was required at March 31, 2023. Since
inventory is ICI's largest asset, please include a disclosure within the critical accounting
policies section that clearly identifies any known factors that materially impact inventory
measurement risk. For example, specifically disclose whether you have performed a
physical count of inventory since the October 2022 flood. Clarify whether any such
physical inventory count covered all units of inventory or just a portion thereof. Given
ICI's internal control weaknesses (page 192), please tell us whether there were any
material disparities between ICI's inventory counts and its corresponding
inventory/financial accounting records during the periods presented. If so, then that risk
element should also be disclosed so that readers can understand how the material
weakness can impact your inventory accounting. See Item 303(b)(3) of Regulation S-K.
8.In your discussion of inventory measurement risks, please explain how you considered
your apparent surplus of slow moving inventory in concluding that no material inventory
allowance was required in 2022 or in 2023. In this regard, it appears that it will take over
4 years to liquidate your inventory based on your 2023 sales activity. Clarify whether a
material portion of your inventory balance is comprised of inventory units for which there
have been no sales in 2023. Disclose also the amount of inventory that was older than one
year as of the latest Balance Sheet date. If your recoverability estimates are materially
impacted by current purchase orders then please clarify for readers how the volume and

 FirstName LastNameDavid Gow
 Comapany NameSportsMap Tech Acquisition Corp.
 August 14, 2023 Page 4
 FirstName LastName
David Gow
SportsMap Tech Acquisition Corp.
August 14, 2023
Page 4
pricing of such orders impacted your analysis. Your disclosure should clearly identify any
known business, competitive and economic factors that have materially hindered your
ability to sell your inventory in 2022 and 2023. If you expect to recognize a material
inventory allowance adjustment in the quarter ended June 30, 2023 then please tell us in
your response.
9.Based on your response to comment 15, it appears that over 80% of your March 31, 2023
inventory was over a year old. In your discussion of inventory measurement risks, please
explain to readers how you considered the risks of technological obsolescence (page 57),
and the 2022 and 2023 material declines in aggregate sales volumes, and the declines in
average selling prices for certain products (page 186) in concluding that no material
inventory allowance was required in 2022 or 2023. Further, please disclose a tabular
presentation of activity in your inventory allowance for each period presented so that
readers can better assess the accuracy of management's estimates.
10.We understand from your disclosure on page 183 that 95% of your 2021 sales was
comprised of products deployed for Covid biorisk applications and that those sales
declined by 98% in 2022. In your discussion of inventory measurement risks, please
explain how you considered the impact of this substantial sales decline and the
corresponding adverse change in market conditions in concluding that no material
inventory allowance was required in 2022 or in 2023.
11.Based on your response to comment 15, it appears that a substantial amount of inventory
is classified as a current asset even though it is not reasonably expected to be sold for over
12 months. Further, it appears you assume that all of your small value componentry, and
replacement, maintenance and spare parts units are current assets instead of using your
historical data to estimate the rate of dispositions that will likely exceed one year—and
reclassifying the corresponding amount as noncurrent. Therefore, it is not clear whether
your measurement of current assets may be confusing to readers. Please give us your
analysis of ASC 210-10-45-3 in regards to this issue.
Inventories, page F-11
12.In order for us to better understand the absence of a material inventory allowance, please
clarify for us how you applied the guidance in ASC 330-10-35-11 in your accounting for
inventories.
13.Based on your response to comment 15, we understand that a material portion of your
inventory is comprised of a large quantity of small value componentry, and replacement,
maintenance and spare parts. Please provide a disclosure that quantifies the dollar amount
of these inventory items at each Balance Sheet date so that readers can understand the
extent to which the inventory balance is comprised of parts vs. finished goods. See the
analogous guidance in Article 5-02(6) of Regulation S-X.

 FirstName LastNameDavid Gow
 Comapany NameSportsMap Tech Acquisition Corp.
 August 14, 2023 Page 5
 FirstName LastName
David Gow
SportsMap Tech Acquisition Corp.
August 14, 2023
Page 5
General
14.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.
            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.
            You may contact Nudrat Salik at 202-551-3692 or Al Pavot at 202-551-3738 if you have
questions regarding comments on the financial statements and related matters.  Please contact
Jane Park at 202-551-7439 or Katherine Bagley at 202-551-2545 with any other questions.
Sincerely,
Division of Corporation Finance
Office of Industrial Applications and
Services
cc:       Ralph de Martino, Esq.