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United States securities and exchange commission logo
October 5, 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. 3 to Preliminary Proxy Statement on Schedule 14A
Filed September 25, 2023
File No. 001-40916
Dear David Gow:
            We have reviewed your filing and have the following comment(s).
            Please respond to this letter 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 a
comment applies to your facts and circumstances, please tell us why in your response.
            After reviewing your response to this letter, we may have additional comments.
Amendment No. 3 to Preliminary Proxy Statement filed September 25, 2023
The Background of the Business Combination: SportsMap Tech Acquisition Corp. and Infrared
Cameras Holdings, Inc., page 118
1.Please revise your discussion of the background of the business combination to include
additional detail about the Transaction-Related RSUs, including the relevant positions of
and any negotiations between the parties with respect to the terms of the RSUs, how the
parties arrived at issuing "Pre-Closing" and "New" RSUs, and the purpose of the
Transaction-Related RSUs.
The Background of SportsMap's Interaction with ICI, page 120
2.We note your revised disclosure in response to our prior comment 2, which we reissue in
part. We refer to your disclosure on page 124 that the leading ecommerce company that
conducted a pilot project with ICI's solution is "one of ICI's largest customers," that ICI
has begun to receive purchase orders to add ICI's solution to such customer's additional
locations, and that the ongoing expansion with this customer is a "key component of ICI's
forecasted growth and revenue." Please clarify whether ICI has entered into any

 FirstName LastNameDavid Gow
 Comapany NameSportsMap Tech Acquisition Corp.
 October 5, 2023 Page 2
 FirstName LastName
David Gow
SportsMap Tech Acquisition Corp.
October 5, 2023
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agreements with such ecommerce customer to date, and if so, please provide a brief
description of the material terms of any such agreements. Please also expand your
disclosure relating to of the potential revenue impact if the ecommerce and automaker
customers were to expand use of ICI's solution from the pilot locations to all or nearly all
of its distribution and fulfillment centers and/or sites, as applicable.
Certain Forecasted Financial Information for ICI, page 134
3.We note your response to comment four.  Your revised disclosures indicate that of the
$22.1 million in projected NTM revenue between devices and software, approximately
20% or $4.4 million is supported by formal or informal customer commitments that
existed prior to June 30, 2023.  However, the disclosures above broken down by SaaS and
device revenue indicates a higher amount is supported by formal or informal
commitments.  For example, just in your discussion of device revenue, $4.7 million of the
$16.4 million relates to specific, already-agreed upon expansions with ICI’s industrial
Launch Customers.  Please reconcile your disclosures as necessary.  In addition, please
expand your disclosure to explain how the formal commitments differ from the informal
commitments and the extent to which the total is comprised of informal commitments.
Critical Accounting Policies and Estimates, page 202
4.We note your response to comment eight.  Please address the following:

•As previously requested, please disclose 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 pricing of such orders impacted your analysis.  Your disclosure
should also clearly identify any known business, competitive and economic factors
that have materially hindered your ability to sell your inventory in 2022 and 2023;
and

•With a view toward ensuring that investors are provided with information that allows
for an assessment of the probability of additional material inventory obsolescence
charges, please disclose any key assumptions used in measuring charge, a discussion
of the degree of uncertainty associated with key assumptions (e.g., the valuation
model assumes recovery from a business downturn within a defined period of time),
and a description of potential future events and/or changes in circumstances that
could reasonably be expected to negatively affect the key assumptions and result in
additional charges.
5.We note your response to comment nine.  As previously requested, 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.

 FirstName LastNameDavid Gow
 Comapany NameSportsMap Tech Acquisition Corp.
 October 5, 2023 Page 3
 FirstName LastName
David Gow
SportsMap Tech Acquisition Corp.
October 5, 2023
Page 3
            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.
            Please 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.