SecProbe.io

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MultiSensor AI Holdings, Inc.

2105 West Cardinal Drive

Beaumont, TX 77705

December 23, 2025

VIA EDGAR

Securities and Exchange Commission

Division of Corporation Finance

Office of Industrial Applications and Services

100 F. Street, N.E.

Washington, D.C. 20549

Attention: Nick O’Leary

    RE:
    MultiSensor AI Holdings, Inc.

    Registration Statement on Form S-3

    SEC File No. 333-292106 (the “Registration Statement”)

    REQUEST FOR ACCELERATION OF EFFECTIVENESS

Ladies and Gentlemen:

In accordance with Rule 461
under the Securities Act of 1933, as amended, MultiSensor AI Holdings, Inc. (the “Registrant”)
respectfully requests that the U.S. Securities and Exchange Commission (the “Commission”) declare the Registration
Statement effective as of 4:00 p.m. Eastern Standard Time, on December 30, 2025, or as soon as practicable thereafter, or at such other
time as the Registrant or the Registrant’s legal counsel Haynes and Boone, LLP, request by telephone that such Registration Statement
be declared effective.

The Registrant hereby authorizes
Matthew L. Fry, of Haynes and Boone, LLP, to orally modify or withdraw this request for acceleration.

We request that we be notified
of such effectiveness by a telephone call to Mr. Fry at (214) 651-5443, or in his absence Rachel O’Donnell at (214) 651-5204, of
Haynes and Boone, LLP, as soon as the Registration Statement has been declared effective. We also respectfully request that a copy of
the written order from the Commission verifying the effective time and date of such registration statement be sent to Mr. Fry, via email
at matt.fry@haynesboone.com. Please contact either of Mr. Fry or Ms. O’Donnell if you have any questions or concerns regarding this
matter.

  Very truly yours,

  MULTISENSOR AI HOLDINGS, INC.

  By:
   /s/ Robert Nadolny

  Name:
  Robert Nadolny

  Title:
  Chief Financial Officer and Secretary

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MultiSensor AI Holdings, Inc.

2105 West Cardinal Drive

Beaumont, TX 77705

January 28, 2025

VIA EDGAR

United States Securities and Exchange Commission

Division of Corporation Finance

100 F Street, N.E.

Washington, D.C. 20549-6010

Attention: Conlon Danberg

    Re:
    MultiSensor AI Holdings, Inc.

    Registration Statement on Form S-3

    File No. 333-284437

To the addressee set forth above:

In accordance with Rule 461
of Regulation C of the General Rules and Regulations under the Securities Act of 1933, as amended, we hereby request acceleration of the
effective date of the above-referenced Registration Statement on Form S-3 (File No. 333-284437) (the “Registration Statement”)
of MultiSensor AI Holdings, Inc. (the “Company”). We respectfully request that the Registration Statement become effective
as of 4:00 p.m. Eastern Time on January 30, 2025, or as soon as practicable thereafter. Once the Registration Statement has been declared
effective, please orally confirm that event with our counsel, Latham & Watkins LLP, by calling Drew Capurro at (714) 755-8008.

Thank you for your assistance in this matter.

    Sincerely,

    MULTISENSOR AI HOLDINGS, INC.

    By:
    /s/ Stuart V Flavin III

    Stuart V Flavin III

    Interim Chief Executive Officer

    cc:
    Robert Nadolny, MultiSensor AI Holdings, Inc.

    Drew Capurro, Latham & Watkins LLP

    Jack Anderson, Latham & Watkins LLP

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MultiSensor AI Holdings, Inc.

2105 West Cardinal Drive

Beaumont, TX 77705

January 28, 2025

VIA EDGAR

United States Securities and Exchange Commission

Division of Corporation Finance

100 F Street, N.E.

Washington, D.C. 20549-6010

Attention: Conlon Danberg

    Re:
    MultiSensor AI Holdings, Inc.

    Registration Statement on Form S-3

    File No. 333-284438

To the addressee set forth above:

In accordance with Rule 461
of Regulation C of the General Rules and Regulations under the Securities Act of 1933, as amended, we hereby request acceleration of the
effective date of the above-referenced Registration Statement on Form S-3 (File No. 333-284438) (the “Registration Statement”)
of MultiSensor AI Holdings, Inc. (the “Company”). We respectfully request that the Registration Statement become effective
as of 4:00 p.m. Eastern Time on January 30, 2025, or as soon as practicable thereafter. Once the Registration Statement has been declared
effective, please orally confirm that event with our counsel, Latham & Watkins LLP, by calling Drew Capurro at (714) 755-8008.

Thank you for your assistance in this matter.

    Sincerely,

    MULTISENSOR AI HOLDINGS, INC.

    By:
    /s/ Stuart V Flavin III

    Stuart V Flavin III

    Interim Chief Executive Officer

    cc:
    Robert Nadolny, MultiSensor AI Holdings, Inc.

    Drew Capurro, Latham & Watkins LLP

    Jack Anderson, Latham & Watkins LLP

January 28, 2025
Stuart V. Flavin III
Interim Chief Executive Officer
MultiSensor AI Holdings, Inc.
2105 West Cardinal Drive
Beaumont, Texas 77705
Re:MultiSensor AI Holdings, Inc.
Registration Statement on Form S-3
Filed January 23, 2025
File No. 333-284438
Dear Stuart V. Flavin III:
            This is to advise you that we have not reviewed and will not review your registration
statement.
            Please refer to Rules 460 and 461 regarding requests for acceleration. 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 Conlon Danberg at 202-551-4466 with any questions.
Sincerely,
Division of Corporation Finance
Office of Industrial Applications and
Services
cc:Drew Capurro, Esq.

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MULTISENSOR AI HOLDINGS, INC.

2105 West Cardinal Drive

Beaumont, Texas 77705

July 24, 2024

VIA EDGAR

U.S. Securities and Exchange Commission

Division of Corporate Finance

Washington, DC 20549

 Re: MultiSensor AI Holdings, Inc.

Registration Statement
on Form S-1

File No. 333-280826

Ladies and Gentlemen:

Pursuant to Rule 461 of the
Securities Act of 1933, as amended, MultiSensor AI Holdings, Inc., a Delaware corporation (the “Company”), hereby respectfully
requests that the effective date for the Registration Statement referred to above be accelerated so that it will be declared effective
at 4:30 P.M. (Eastern Time) on July 26, 2024, or as soon thereafter as possible.

    Very truly yours,

    MultiSensor AI Holdings, Inc.

    By:
    /s/ Peter Baird

    Name: Peter Baird

    Title: Chief Financial Officer

July 23, 2024
Gary Strahan
Chief Executive Officer
MultiSensor AI Holdings, Inc.
2105 West Cardinal Drive
Beaumont, TX 77705
Re:MultiSensor AI Holdings, Inc.
Registration Statement on Form S-1
Filed July 16, 2024
File No. 333-280826
Dear Gary Strahan:
            This is to advise you that we have not reviewed and will not review your registration
statement.
            Please refer to Rules 460 and 461 regarding requests for acceleration. 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 Benjamin Richie at 202-551-7857 with any questions.
Sincerely,
Division of Corporation Finance
Office of Industrial Applications and
Services
cc:Ralph V. De Martino

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June 24, 2024

VIA EDGAR

U.S. Securities and Exchange Commission

Division of Corporate Finance

Washington, DC 20549

  Re:
  MultiSensor AI Holdings, Inc.

Registration Statement
on Form S-1

File No. 333-280016

Acceleration Request

  Requested Date:
  June 26, 2024

  Requested Time:
  5:00 PM, Eastern Time

Ladies and Gentlemen:

In
accordance with Rule 461 under the Securities Act of 1933, as amended (the “Act”), Roth Capital Partners, LLC,
acting as the representative of the several underwriters, hereby joins MultiSensor AI Holdings, Inc., a Delaware corporation (the
 “Company”) in requesting that the U.S. Securities and Exchange Commission (the “Commission”)
take appropriate action to cause the Registration Statement on Form S-1 (File No. 333-280016) (as amended, the “Registration
Statement”) to become effective on June 26, 2024, at 5:00 PM, Eastern Time,
or as soon thereafter as possible.

Pursuant
to Rule 460 under the Act, please be advised that the underwriters have distributed approximately 600 copies of the Company’s
preliminary prospectus dated June 6, 2024, as amended, through the date hereof, to underwriters, dealers, institutions and others,
prior to the requested effective time of the Registration Statement.

We,
as the representative of the several underwriters, have complied and will comply, and we have been informed by the participating underwriters
that they have complied and will comply, with the requirements of Rule 15c2-8 under the Securities Exchange Act of 1934, as amended, to
the extent applicable.

[Signature
Page Follows]

    Very truly yours,

    roth capital partners, LLC

    As the representative of the several underwriters listed in Schedule I to the Underwriting Agreement

    roth capital partners, LLC

    By:
     /s/ Aaron M. Gurewitz

    Name:
    Aaron M. Gurewitz

    Title:
    President & Head of Investment Banking

cc:

MultiSensor AI Holdings, Inc.

Peter Baird, Chief Financial Officer

Stradling Yocca Carlson & Rauth LLP

Ryan C. Wilkins

Amanda P. McFall

ArentFox Schiff LLP

Ralph V. De Martino

Cody Boender

Signature
Page to Underwriter Acceleration Request

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MULTISENSOR AI HOLDINGS, INC.

2105 West Cardinal Drive

Beaumont, Texas 77705

June 24, 2024

VIA EDGAR

U.S. Securities and Exchange Commission

Division of Corporate Finance

Washington, DC 20549

 Re: MultiSensor AI Holdings, Inc.

                                Registration Statement on Form S-1

                                                                                           File No. 333-280016

Ladies and Gentlemen:

Pursuant to Rule 461 of the
Securities Act of 1933, as amended, MultiSensor AI Holdings, Inc., a Delaware corporation (the “Company”), hereby respectfully
requests that the effective date for the Registration Statement referred to above be accelerated so that it will be declared effective
at 5:00 P.M. (Eastern Time) on June 26, 2024, or as soon thereafter as possible.

    Very truly yours,

    MultiSensor AI Holdings, Inc.

    By:
    /s/
    Peter Baird

    Name: Peter Baird

    Title: Chief Financial Officer

United States securities and exchange commission logo
June 11, 2024
Gary Strahan
Chief Executive Officer
MultiSensor AI Holdings, Inc.
2105 West Cardinal Drive
Beaumont, Texas 77705
Re:MultiSensor AI Holdings, Inc.
Registration Statement on Form S-1
Filed June 7, 2024
File No. 333-280016
Dear Gary Strahan:
            This is to advise you that we have not reviewed and will not review your registration
statement.
            Please refer to Rules 460 and 461 regarding requests for acceleration. 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 Robert Augustin at 202-551-8483 with any questions.
Sincerely,
Division of Corporation Finance
Office of Industrial Applications and
Services

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MULTISENSOR AI HOLDINGS, INC.

2105 West Cardinal Drive

Beaumont, Texas 77705

May 10, 2024

VIA EDGAR

U.S. Securities and Exchange Commission

Division of Corporate Finance

Washington, DC 20549

 Re: MultiSensor AI Holdings, Inc.

Registration Statement
on Form S-1

File No. 333-278979

Ladies and Gentlemen:

Pursuant to Rule 461 of the
Securities Act of 1933, as amended, MultiSensor AI Holdings, Inc., a Delaware corporation (the “Company”), hereby respectfully
requests that the effective date for the Registration Statement referred to above be accelerated so that it will be declared effective
at 4:00 P.M. (Eastern Time) on May 13, 2024, or as soon thereafter as possible.

    Very truly yours,

    MultiSensor AI Holdings, Inc.

    By: /s/ Peter Baird

    Name: Peter Baird

    Title: Chief Financial Officer

United States securities and exchange commission logo
May 6, 2024
Gary Strahan
Chief Executive Officer
MultiSensor AI Holdings, Inc.
2105 West Cardinal Drive
Beaumont, Texas 77705
Re:MultiSensor AI Holdings, Inc.
Registration Statement on Form S-1
Filed April 29, 2024
File No. 333-278979
Dear Gary Strahan:
            This is to advise you that we have not reviewed and will not review your registration
statement.
            Please refer to Rules 460 and 461 regarding requests for acceleration. 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 Jane Park at 202-551-7439 with any questions.
Sincerely,
Division of Corporation Finance
Office of Industrial Applications and
Services
cc:       Ralph V. De Martino, Esq.

United States securities and exchange commission logo
April 24, 2024
Gary Strahan
Chief Executive Officer
MultiSensor AI Holdings, Inc.
2105 West Cardinal Drive
Beaumont, TX 77705
Re:MultiSensor AI Holdings, Inc.
Registration Statement on Form S-1
Filed April 18, 2024
File No. 333-278793
Dear Gary Strahan:
            This is to advise you that we have not reviewed and will not review your registration
statement.
            Please refer to Rules 460 and 461 regarding requests for acceleration. 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 Juan Grana at 202-551-6034 with any questions.
Sincerely,
Division of Corporation Finance
Office of Industrial Applications and
Services
cc:       Christopher M. Bezeg, Esq.

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MultiSensor AI Holdings, Inc.

2105 West Cardinal Drive

Beaumont, Texas 77705

April 24, 2024

VIA EDGAR

U.S. Securities and Exchange Commission

Division of Corporate Finance

Washington, DC 20549

    Re:
    MultiSensor AI Holdings, Inc

    Registration Statement on Form S-1

    File No. 333-278793

Ladies and Gentlemen:

Pursuant to Rule 461
of the Securities Act of 1933,
as amended, MultiSensor AI Holdings, Inc. a Delaware corporation
(formerly known as Infrared Cameras Holdings, Inc., the
"Company"), hereby respectfully requests
that the effective date for
the Registration Statement referred to above be
accelerated so that it will
be declared effective at 4:00 P.M.
(Eastern Time) on April
26, 2024, or as soon thereafter as
possible on such date.

    Very truly yours,

    MultiSensor AI
    Holdings, Inc.

    By:
    /s/ Peter Baird

    Name: Peter Baird

    Title: Chief Financial Officer

CORRESP
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    ArentFox Schiff LLP

    1717 K Street NW

    Washington, DC 20006

    202.857.6000        MAIN

    202.857.6395        FAX

    afslaw.com

    Ralph De Martino

    Partner

    (202) 724-6848     DIRECT

    ralph.demartino@afslaw.com

December 19, 2023

Division of Corporation Finance

Office of Industrial Applications and Services

United States Securities and Exchange Commission

100 F St NE

Washington, DC 20549

    Attention:
    Juan Grana

    Lauren Nguyen

    Re:
    SportsMap Tech Acquisition Corp.

Amendment No. 1 to Registration Statement on Form S-1

Filed December 13, 2023

File No. 333-275521

To Whom It May Concern:

The undersigned serves as counsel to SportsMap Tech Acquisition Corporation
(“SportsMap” or the “Company”). On behalf SportsMap, we are hereby responding to the letter dated
December 18, 2023 (the “Comment Letter”) from the staff (the “Staff”) of the Securities and
Exchange Commission (“SEC” or the “Commission”), regarding the Company’s Amendment No. 1
to the Registration Statement on Form S-1, filed on December 13, 2023 (the “Registration Statement”). For
the convenience of the Staff, the comments included in the Comment Letter are posted below (in bold) and SportsMap’s response follows
each comment.

December 19, 2023

Page 2

Amendment No. 1 to Registration Statement on Form S-1
filed December 13, 2023

Risk Factors

Sales of a substantial number of our securities in the public
market by the registered holders or by our other existing securityholders…, page 38

 1. We note your revised disclosure in response to prior comment 6 and reissue the comment in part. Please expand your disclosure to
highlight the current approximate percentage of securities being registered for resale out of the total number of securities outstanding.

RESPONSE:
We acknowledge the Staff’s comment and have revised the disclosure on page 42 accordingly.

* * * * *

If you have any comments or questions please feel free to address them
to the undersigned. You can reach me at my office at 202-724-6848, on my mobile telephone number at 202-415-8300, and via email at ralph.demartino@afslaw.com.

Thank you in advance for your prompt attention to this Correspondence
and to the Company’s Registration Statement.

Respectfully submitted,

Ralph V. De Martino

RVD/mc

cc: David Gow

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Infrared Cameras Holdings, Inc.

2105 West Cardinal Drive

Beaumont, Texas 77705

December 19, 2023

VIA EDGAR

U.S. Securities and Exchange Commission

Division of Corporate Finance

Washington, DC 20549

 Re: Infrared
                                            Cameras Holdings, Inc

    Registration Statement on Form S-1

    File No. 333- 275521

Ladies and Gentlemen:

Pursuant to
Rule 461 of the Securities Act of 1933, as amended, Infrared Cameras Holdings, Inc. a Delaware corporation (formerly known as
SportsMap Tech Acquisition Corp., the “Company”), hereby respectfully requests that the
effective date for the Registration Statement referred to above be accelerated so that it will be declared effective at 4:00
P.M. (Eastern Time) on December 19, 2023, or as soon thereafter as possible on such date.

    Very
    truly yours,

    Infrared Cameras Holdings, Inc.

    By:
     /s/ Peter Baird

    Name: Peter Baird

    Title: Chief Financial Officer

United States securities and exchange commission logo
December 18, 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. 1 to Registration Statement on Form S-1
Filed December 13, 2023
File No. 333-275521
Dear David Gow:
            We have reviewed your amended registration statement and have the following comment.
            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. Unless we note otherwise,
any references to prior comments are to comments in our December 4, 2023 letter.
Amendment No. 1 to Registration Statement on Form S-1
Risk Factors
Sales of a substantial number of our securities in the public market by the registered holders or
by our other existing securityholders..., page 38
1.We note your revised disclosure in response to prior comment 6 and reissue the comment
in part. Please expand your disclosure to highlight the current approximate percentage of
securities being registered for resale out of the total number of securities outstanding.

 FirstName LastNameDavid Gow
 Comapany NameSportsMap Tech Acquisition Corp.
 December 18, 2023 Page 2
 FirstName LastName
David Gow
SportsMap Tech Acquisition Corp.
December 18, 2023
Page 2
             Please contact Juan Grana at 202-551-6034 or Lauren Nguyen at 202-551-3642 with any
other questions.
Sincerely,
Division of Corporation Finance
Office of Industrial Applications and
Services
cc:       Ralph V. De Martino, Esq.

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    ArentFox Schiff LLP

    1717 K Street NW

    Washington, DC 20006

    202.857.6000          main

    202.857.6395          fax

    afslaw.com

    Ralph De Martino

    Partner

    (202)
    724-6848        direct

    ralph.demartino@afslaw.com

December 12, 2023

Division
of Corporation Finance
 Office of Industrial Applications and Services

United States Securities and Exchange Commission

100 F St NE

Washington, DC 20549

    Attention:
    Juan Grana

    Lauren Nguyen

Re: SportsMap Tech Acquisition
Corp.

Amendment No. 1 to Registration Statement on Form S-1

Filed December 11, 2023

File No. 333-275521

To Whom It May Concern:

The undersigned serves as counsel to SportsMap
Tech Acquisition Corporation (“SportsMap” or the “Company”). SportsMap notes that 3,266,400 additional
shares (the “Additional Shares”) of the Company’s common stock are being registered for resale in Amendment
No. 1 (“Amendment No. 1”) to the Company’s Registration Statement on Form S-1 (as amended, the
 “Registration Statement”) that were not included in the initial filing of the Registation Statement.

On
behalf of SportsMap, we are submitting the following supplemental information regarding the Financing (as defined below). In particular,
we have provided analyses of: (i) why the offering of securities in the Financing should not be integrated with the offering of
the securities being registered pursuant to the Registration Statement and (ii) why it is appropriate to register the resale of
the Additional Shares on the Registration Statement.

Background

On December 1, 2023, the Company entered
into a subscription agreement (the “Subscription Agreement”) with certain investors providing for the issuance and
sale of convertible promissory notes (the “Notes”) and warrants (the “Warrants”) to the investors
(the “Financing Investors”) in a private offering (the “Financing”). The Notes and Warrants will
be issued substantially concurrently with the consummation of the business combination contemplated by the business combination agreement
by and among SportsMap, ICH Merger Sub Inc. and Infrared Cameras Holdings, Inc., dated as of December 5, 2022 and as amended
(the “Business Combination”). The Additional Shares being registered for resale consist of (i) shares of common
stock issuable upon conversion of the Notes, (ii) shares of common stock issuable as interest payments on the Notes and (ii) shares
of common stock issuable upon exercise of the Warrants.

December 12, 2023

Page 2

No Integration

Under Rule 152(a) under the Securities
Act of 1933, as amended (the “Securities Act”), offers and sales of securities will not be integrated if, based on
the particular facts and circumstances, the issuer can establish that each offering either complies with the registration requirements
of the Securities Act or an exemption thereto. Securities Act Release No. 8828 (August 10, 2007) (the “Release”)
provides that an issuer may conduct concurrent public and private offerings of securities if it is established that the investor in the
private offering was not solicited by means of general solicitation (including through the filing of a registration statement). Specifically,
the Release provides that “if the prospective private placement investor became interested in the contemporaneous private placement
through some means other than the registration statement that did not involve a general solicitation and otherwise was consistent with
Section 4[a](2), such as through a substantive, pre-existing relationship with the company or direct contact by the company or its
agents outside of the public offering effort, then the prior filing of the registration statement generally would not impact the potential
availability of the Section 4[a](2) exemption for that private placement and the private placement could be conducted while
the registration statement for the public offering was on file with the Commission.” See also Question 139.25 of the Staff’s
Compliance and Disclosure Interpretations, Securities Act Sections.

The offering of securities in the Financing was
made on a confidential basis exclusively to a limited number of accredited investors (within the definition contained in Rule 501(a) under
the Securities Act) and was not made pursuant to any general solicitation or general advertising. Each of the potential investors contacted
as part of the offering had a substantive, pre-existing relationship with SportsMap or its directors or officers, including existing
investors in SportsMap’s sponsor, SportsMap LLC. These investors primarily consisted of family offices, high net worth individuals
and fiduciaries, approximately 35 of which were investors in SportsMap’s sponsor, and approximately 12 of which had prior business
relationships with David Gow, SportsMap’s Chairman and Chief Executive Officer. Based on the foregoing and consistent with Rule 152
and the Release, SportsMap respectfully submits that the Financing is an exempt transaction under Section 4(a)(2) of the Securities
Act on its own, and therefore should not be integrated with the public offering being made pursuant to the Registration Statement.

Inclusion of the Additional Shares on the
Registration Statement is Appropriate

The inclusion of the resale of the Additional
Shares on the Registration Statement (prior to the issuance of the Notes and the Warrants at the closing of the Business Combination)
is appropriate in light of Questions 134.01 (“Question 134.01”) and 139.11 (“Question 139.11”)
of the Staff’s Compliance and Disclosure Interpretations, Securities Act Sections, whereby the Staff set forth the circumstances
under which an issuer may register the resale of privately placed securities prior to their issuance. Question 134.01 states that “[a]t
the time of filing the registration statement, the purchasers in the private placement must be irrevocably bound to purchase the securities
subject only to the filing or effectiveness of the registration statement or other conditions outside their control, and the purchase
price must be established at the time of the private placement. The purchase price cannot be contingent on the market price at the time
of effectiveness of the registration statement.” In addition, Question 139.11 states that “[i]n a PIPE transaction, a company
will be permitted to register the resale of securities prior to their issuance if the company has completed a Section 4[(a)](2)-exempt
sale of securities (or in the case of convertible securities, of the convertible security itself) to the investor and the investor is
at market risk at the time of filing of the resale registration statement.”

December 12, 2023

Page 3

As a result of their entry into the Subscription
Agreement on December 1, 2023, the Financing Investors became irrevocably bound to purchase or receive the Notes and Warrants, subject
only to conditions outside the control of the Financing Investors, including satisfaction or waiver of the conditions for closing of
the Business Combination. The purchase price for the securities purchased pursuant to the Subscription Agreement was established with
the execution of the Subscription Agreement on December 1, 2023, and the purchase price for the securities is not contingent on
the market price at the time of effectiveness of the Registration Statement. Similarly, the conversion price of the Notes is fixed at
$10.00 per share and the exercise price of the Warrants is fixed at $11.50 per share, and neither is based on market price or a fluctuating
ratio, either at the time of effectiveness of the Registration Statement or any subsequent date. The Financing Investors have been at
market risk since the time of execution of the Subscription Agreement, were at market risk at the time of filing Amendment No. 1
and will continue to be at market risk at the time of effectiveness of the Registration Statement. For these reasons, SportsMap respectfully
submits that the sale of the securities pursuant to the Subscription Agreement under Section 4(a)(2) of the Securities Act
was completed upon execution of the Subscription Agreement and that registering the resale of the Additional Shares on the Registration
Statement complies with the Staff’s guidance in Question 134.01 and Question 139.11.

* * * * *

If you have any comments or questions please
feel free to address them to the undersigned. You can reach me at my office at 202-724-6848, on my mobile telephone number at 202-415-8300,
and via email at ralph.demartino@afslaw.com.

Thank you in advance for your prompt attention
to this Correspondence and to the Company’s Registration Statement.

Respectfully submitted,

Ralph V. De Martino

RVD/mc

cc: David Gow

CORRESP
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ArentFox Schiff LLP

1717 K Street NW

Washington, DC 20006

202.857.6000        MAIN

202.857.6395        FAX

afslaw.com

Ralph De Martino

Partner

(202) 724-6848     DIRECT

ralph.demartino@afslaw.com

December 12,
2023

Division
of Corporation Finance
 Office of Industrial Applications and Services

United States Securities and Exchange Commission

100 F St NE

Washington, DC 20549

    Attention:
    Juan Grana

    Lauren Nguyen

Re: SportsMap Tech Acquisition Corp.

Registration Statement on Form S-1

Filed November 13, 2023

File No. 333-275521

To Whom It May Concern:

The undersigned serves as counsel to SportsMap
Tech Acquisition Corporation (“SportsMap” or the “Company”). On behalf SportsMap, we are hereby
responding to the letter dated December 4, 2023 (the “Comment Letter”) from the staff (the “Staff”)
of the Securities and Exchange Commission (“SEC” or the “Commission”), regarding the Company’s
Registration Statement on Form S-1, filed on November 13, 2023 (the “Registration Statement”). For the convenience
of the Staff, the comments included in the Comment Letter are posted below (in bold) and SportsMap’s response follows each comment.

Registration Statement on Form S-1 filed November 13,
2023

Explanatory Note, page i

 1. You refer to the resale of 7,971,341 shares (the “New
                                            ICI Shares”) of Common Stock to be issued in the Business Combination by "certain
                                            registered holders named in the accompanying prospectus." Revise to define the term
                                            "registered holder" after the term is first used and clarify whether you are referring
                                            to the list of registered holders on page 103.

RESPONSE:
We acknowledge the Staff’s comment and have revised the disclosure in the Explanatory Note accordingly.

Cover Page, page ii

 2. We note the disclosure that you may receive up to an aggregate
                                            of approximately $105.0 million from the cash exercise of the Warrants and that if the trading
                                            price of your Common Stock continues to be less than $11.50 per share, you do not expect
                                            holders to exercise their Warrants. Expand your disclosure to disclose whether the company
                                            is in fact likely to have to seek additional capital and discuss the effect of this offering
                                            on the company’s ability to raise additional capital.

RESPONSE:
We acknowledge the Staff’s comment and have revised the disclosure on the cover page accordingly.

  December 12, 2023

 Page 2

 3. Please revise to describe the holders of the New ICI Shares.

RESPONSE: We
acknowledge the Staff’s comment and have revised the disclosure on the cover page accordingly.

Risk Factors, page 7

 4. We note your disclosures regarding your recent net losses. Please
                                            update your disclosures for the quarter ended September 30, 2023.

RESPONSE: We
acknowledge the Staff’s comment and have revised the disclosure on page 9 accordingly.

Sales of a substantial number of our securities in the public
market by the registered holders or by our other existing securityholders..., page 37

 5. We note your disclosure highlighting the negative pressure potential
                                            sales of securities pursuant to this registration statement could have on the public trading
                                            price of the common stock and warrants. We also note your disclosure that even though the
                                            current trading price is at or below the SPAC IPO price, the private investors will still
                                            profit on sales because of their lower purchase price. Please revise your disclosure to clarify
                                            that this may incentivize these private investors to sell their securities.

RESPONSE: We
acknowledge the Staff’s comment and have revised the disclosure on page 42 accordingly.

 6. Please expand your disclosure to highlight the fact that a number
                                            of beneficial owners of more than 5% will be able to sell all of their shares for so long
                                            as the registration statement of which this prospectus forms a part is available for use.
                                            In providing this disclosure, disclose the current approximate percentage of securities being
                                            registered for resale out of the total number of securities outstanding and include the number
                                            of beneficial owners of more than 5% of your shares that are participating in the offering.

RESPONSE: We
acknowledge the Staff’s comment and have revised the disclosure on page 42 accordingly.

The future exercise of registration rights may adversely affect
the market price of our Common Stock upon consummation..., page 38

 7. When available, please revise to update the disclosure in this
                                            risk factor and all related disclosures in this registration statement upon the conclusion
                                            of the special shareholder meeting.

RESPONSE: We
acknowledge the Staff’s comment and have revised the disclosure on page 42 and all related disclosures accordingly.

General

 8. Please update your disclosures to include the financial statements
                                            for the interim period ended September 30, 2023 and all related disclosures.

RESPONSE: We
acknowledge the Staff’s comment and have included the financial statements for the interim period ended September 30, 2023
and have updated all related disclosures accordingly.

* * * * *

  December 12, 2023

 Page 3

If you have any comments or questions please
feel free to address them to the undersigned. You can reach me at my office at 202-724-6848, on my mobile telephone number at 202-415-8300,
and via email at ralph.demartino@afslaw.com.

Thank you in advance for your prompt attention
to this Correspondence and to the Company’s Registration Statement.

Respectfully submitted,

Ralph V. De Martino

RVD/mc

cc: David Gow

United States securities and exchange commission logo
December 4, 2023
David Gow
Chief Executive Officer
SportsMap Tech Acquisition Corp.
5353 West Alabama, Suite 415
Houston, Texas 77056
Re:SportsMap Tech Acquisition Corp.
Registration Statement on Form S-1
Filed November 13, 2023
File No. 333-275521
Dear David Gow:
            We have conducted a limited review of your registration statement and have the
following comments.
            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 November 13, 2023
Explanatory Note, page i
1.You refer to the resale of 7,971,341 shares (the “New ICI Shares”) of Common Stock to
be issued in the Business Combination by "certain registered holders named in the
accompanying prospectus." Revise to define the term "registered holder" after the term is
first used and clarify whether you are referring to the list of registered holders on page
103.

 FirstName LastNameDavid Gow
 Comapany NameSportsMap Tech Acquisition Corp.
 December 4, 2023 Page 2
 FirstName LastName
David Gow
SportsMap Tech Acquisition Corp.
December 4, 2023
Page 2
Cover Page, page ii
2.We note the disclosure that you may receive up to an aggregate of approximately
$105.0 million from the cash exercise of the Warrants and that if the trading price of your
Common Stock continues to be less than $11.50 per share, you do not expect holders to
exercise their Warrants. Expand your disclosure to disclose whether the company is in fact
likely to have to seek additional capital and discuss the effect of this offering on the
company’s ability to raise additional capital.
3.Please revise to describe the holders of the New ICI Shares.
Risk Factors, page 7
4.We note your disclosures regarding your recent net losses. Please update your disclosures
for the quarter ended September 30, 2023.
Sales of a substantial number of our securities in the public market by the registered holders or
by our other existing securityholders..., page 37
5.We note your disclosure highlighting the negative pressure potential sales of securities
pursuant to this registration statement could have on the public trading price of the
common stock and warrants. We also note your disclosure that even though the current
trading price is at or below the SPAC IPO price, the private investors will still profit on
sales because of their lower purchase price. Please revise your disclosure to clarify that
this may incentivize these private investors to sell their securities.
6.Please expand your disclosure to highlight the fact that a number of beneficial owners of
more than 5% will be able to sell all of their shares for so long as the registration
statement of which this prospectus forms a part is available for use. In providing this
disclosure, disclose the current approximate percentage of securities being registered for
resale out of the total number of securities outstanding and include the number of
beneficial owners of more than 5% of your shares that are participating in the offering.
The future exercise of registration rights may adversely affect the market price of our Common
Stock upon consummation..., page 38
7.When available, please revise to update the disclosure in this risk factor and all related
disclosures in this registration statement upon the conclusion of the special shareholder
meeting.
General
8.Please update your disclosures to include the financial statements for the interim period
ended September 30, 2023 and all related disclosures.

 FirstName LastNameDavid Gow
 Comapany NameSportsMap Tech Acquisition Corp.
 December 4, 2023 Page 3
 FirstName LastName
David Gow
SportsMap Tech Acquisition Corp.
December 4, 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.
            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 Juan Grana at 202-551-6034 or Lauren Nguyen at 202-551-3642 with any
other questions.
Sincerely,
Division of Corporation Finance
Office of Industrial Applications and
Services
cc:       Ralph V. De Martino, Esq.

United States securities and exchange commission logo
November 13, 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 completed our review of your filing. 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.
Sincerely,
Division of Corporation Finance
Office of Industrial Applications and
Services
cc:       Ralph de Martino, Esq.

CORRESP
1
filename1.htm

  ArentFox Schiff LLP

      1717 K Street NW

  Washington, DC 20006

    202.857.6000       main

    202.857.6395       fax

    afslaw.com

    Ralph De Martino

    Partner

    (202)
    724-6848   direct

    ralph.demartino@afslaw.com

    November 6, 2023

    Division of Corporation Finance

    Office of Industrial Applications and Services

United States Securities and Exchange
Commission

100 F St NE

Washington, DC 20549

    Attention:
    Jane Park

    Katherine Bagley

Re: SportsMap Tech Acquisition
Corp.

Amendment No. 5 to Preliminary Proxy Statement on Schedule 14A

Filed October 26, 2023

File No. 001-40916

To Whom It May Concern:

The undersigned serves as counsel to
SportsMap Tech Acquisition Corporation (“SportsMap” or the “Company”). On behalf of SportsMap,
we are writing to submit the Company’s response to the comments from the staff (the “Staff”) of the
Division of Corporation Finance of the United States Securities and Exchange Commission (the “Commission”) set
forth during a telephone discussion between the Staff and my colleague, Cody Boender, on November 3, 2023, relating to the
Company’s Amendment No. 5 to Preliminary Proxy Statement on Schedule 14A (the “Proxy Statement”) filed via
EDGAR on October 26, 2023. Contemporaneous with the submission of this correspondence, the Company filed its Amendment No. 6 (the
 “Amendment”) to the Proxy Statement on Schedule 14A.

In response to the Staff’s comment, we
have revised the disclosure in the Amendment as follows:

 · We
                                            have revised the disclosure on page 133 to remove the assumption of a private placement financing
                                            of $10 million.

 · We
                                            have revised the disclosure on pages 133 to 134 to indicate that the assumption of a $10
                                            million private placement was included in prior investor presentations, but has been removed
                                            from the Proxy Statement to reflect the current status of the Company’s fundraising.

 · We
                                            have revised the disclosure on pages 37, 51, 52 and 74 to describe risks that would result if
                                            the Company is unable to secure additional financing in connection with the business combination.

 · We
                                            have revised the disclosure on page 74 to describe risks related to the difference in the
                                            valuation of the post-closing company and the valuation presented to the Company’s
                                            board of directors in recommending the business combination to the stockholders.

* * * * *

November 6, 2023

Page 2

If you have any comments or questions please
feel free to address them to the undersigned. You can reach me at my office at 202-724-6848, on my mobile telephone number at 202-415-8300,
and via email at ralph.demartino@afslaw.com.

Thank you in advance for your prompt attention
to this Correspondence and to the Company’s Preliminary Proxy Statement.

Respectfully submitted,

Ralph V. De Martino

RVD/mc

cc: David Gow

CORRESP
1
filename1.htm

    ArentFox Schiff LLP

    1717 K Street NW

    Washington, DC  20006

    202.857.6000     MAIN

    202.857.6395     FAX

    afslaw.com

    Ralph De Martino

    Partner

    (202) 724-6848	DIRECT

    ralph.demartino@afslaw.com

October 26, 2023

Division of Corporation Finance

Office of Industrial Applications and Services

United States Securities and Exchange Commission

100 F St NE

Washington, DC 20549

    Attention:
    Jane Park

    Katherine Bagley

  Re:
  SportsMap Tech Acquisition Corp.

  Amendment No. 4 to Preliminary Proxy Statement on Schedule 14A

  Filed October 13, 2023

  File No. 001-40916

To Whom It May Concern:

The undersigned serves as
counsel to SportsMap Tech Acquisition Corporation (“SportsMap” or the “Company”). On behalf of
SportsMap, we are hereby responding to the letter dated October 23, 2023 (the “Comment Letter”) from the
staff (the “Staff”) of the Securities and Exchange Commission (“SEC” or the
 “Commission”), regarding the Company’s Amendment No. 4 to Preliminary Proxy Statement on Schedule 14A,
filed on October 13, 2023 (the “Proxy Statement”). For the convenience of the Staff, the comments included
in the Comment Letter are posted below (in bold) and SportsMap’s response follows each comment.

Amendment No. 4 to Preliminary Proxy Statement filed October 13,
2023

The Background of SportsMap’s Interaction with ICI, page 121

1. We note your revised disclosure in response to our prior comment 2 relating to the potential revenue impact if the ecommerce and
automaker customers were to expand use of ICI’s solution. You disclose that based on the ecommerce customer’s footprint “as
of that date,” ICI estimates certain potential sales and revenues. Please revise to clarify the date used in ICI’s projections
for both the ecommerce and automaker customers.

RESPONSE: We acknowledge the Staff’s comment and have
revised the disclosure on page 124 accordingly.

    October 26, 2023

Page 2

Certain Forecasted Financial Information for ICI, page 135

2. We note your response to comment three. As of June 30, 2023, you disclose that $6.6 million of projected NTM Period revenue
is represented by formal and informal customer commitments. It remains unclear how this $6.6 million reconciles to the previous discussion
of projected SaaS and device revenue. For example in your discussion of projected SaaS revenue, you discuss $1.8 million is projected
 “land and expand” incremental sale growth that has been formally or informally agreed with customers that initiated SaaS contracts
prior to the SmartIR launch, $2.3 million is from customers who are contracted to sell SmartIR services, $1.1 million is from specific
opportunities with new SaaS customers with whom you are in mid- or late-stage discussions, and $0.5 million relates to the provision of
SaaS services which have already been contracted prior to June 30, 2023. It is not clear which of these components is reflected in
the $6.6 million. Similarly, it is not clear which components in your discussion of projected device revenue are included in the $6.6
million. Please clarify your disclosures accordingly.

RESPONSE: We acknowledge the Staff’s comment and have
revised the disclosure on pages 138 and 139 accordingly.

General

3. We note your investor presentation filed as an exhibit to your 8-K filed August 4, 2023, which includes: (1) disclosure
that the transaction implies a $149 million pro forma enterprise value; (2) a “three-year-plan” and a “two-year
plan” with “annual recurring revenues” for 2023, 2024, and 2025 for “Global Online Retailer” and “Big
Three Automaker;” (3) illustrative per unit economics (slide 26); (4) a table outlining your pipeline opportunities by
customer type (slide 31); and (5) a proposed transaction summary outlining sources and uses (slide 33). These disclosures do not
appear to be included in your preliminary proxy statement. Please provide corresponding disclosure in your proxy statement or explain
why you have omitted this information from the proxy statement.

RESPONSE: We acknowledge the
Staff’s comment and have revised the disclosures as follows:

 · we have revised pages 132 and 133 to include presentation of the pro forma enterprise value and proposed sources and
                                                                                                               uses, and note to the Staff that we have updated both from the versions shown in the presentation filed on August 4, 2023 in
                                                                                                               order to present more recent information that more closely aligns with the information currently included elsewhere in the Proxy
                                                                                                               Statement, including with respect to estimated transaction expenses payable in cash and in stock;

 · we have revised pages 192 and 193 to address the information covered in the Presentation relating to the “Global
Online Retailer” and “Big Three Automaker,” and note separately to the Staff that those parties are the “leading
ecommerce company” and “leading automaker” discussed on pages 124 and 125 of the Proxy Statement;

 · we have revised page 189
to include additional information about the illustrative per unit economics associated with the sale by ICI of both a sensing device
and related software attachment; and

 · we have revised page 138
to include reference to the pipeline opportunities by customer type.

* * * * *

If you have any comments or questions please feel
free to address them to the undersigned. You can reach me at my office at 202-724-6848, on my mobile telephone number at 202-415-8300,
and via email at ralph.demartino@afslaw.com.

Thank you in advance for your prompt attention
to this Correspondence and to the Company’s Preliminary Proxy Statement.

    October 26, 2023

Page 3

Respectfully submitted,

Ralph V. De Martino

RVD/mc

cc: David Gow

United States securities and exchange commission logo
October 23, 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. 4 to Preliminary Proxy Statement on Schedule 14A
Filed October 13, 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. 4 to Preliminary Proxy Statement Filed October 13, 2023
The Background of SportsMap's Interaction with ICI, page 121
1.We note your revised disclosure in response to our prior comment 2 relating to the
potential revenue impact if the ecommerce and automaker customers were to expand use
of ICI's solution. You disclose that based on the ecommerce customer's footprint "as of
that date," ICI estimates certain potential sales and revenues. Please revise to clarify the
date used in ICI's projections for both the ecommerce and automaker customers.
Certain Forecasted Financial Information for ICI, page 135
2.We note your response to comment three.  As of June 30, 2023, you disclose that
$6.6 million of projected NTM Period revenue is represented by formal and informal
customer commitments.  It remains unclear how this $6.6 million reconciles to the
previous discussion of projected SaaS and device revenue.  For example in your
discussion of projected SaaS revenue, you discuss  $1.8 million is projected “land and
expand” incremental sale growth that has been formally or informally agreed with
customers that initiated SaaS contracts prior to the SmartIR launch, $2.3 million is

 FirstName LastNameDavid Gow
 Comapany NameSportsMap Tech Acquisition Corp.
 October 23, 2023 Page 2
 FirstName LastName
David Gow
SportsMap Tech Acquisition Corp.
October 23, 2023
Page 2
from customers who are contracted to sell SmartIR services, $1.1 million is from specific
opportunities with new SaaS customers with whom you are in mid- or late-stage
discussions, and $0.5 million relates to the provision of SaaS services which have already
been contracted prior to June 30, 2023.   It is not clear which of these components is
reflected in the $6.6 million.  Similarly, it is not clear which components in your
discussion of projected device revenue are included in the $6.6 million.  Please clarify
your disclosures accordingly.
General
3.We note your investor presentation filed as an exhibit to your 8-K filed August 4, 2023,
which includes: (1) disclosure that the transaction implies a $149 million pro forma
enterprise value; (2) a "three-year-plan" and a "two-year plan" with "annual recurring
revenues" for 2023, 2024, and 2025 for "Global Online Retailer" and "Big Three
Automaker;" (3) illustrative per unit economics (slide 26); (4) a table outlining your
pipeline opportunities by customer type (slide 31); and (5) a proposed transaction
summary outlining sources and uses (slide 33). These disclosures do not appear to be
included in your preliminary proxy statement.  Please provide corresponding disclosure in
your proxy statement or explain why you have omitted this information from the proxy
statement.
            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.

CORRESP
1
filename1.htm

ArentFox Schiff LLP

1717 K Street NW
 Washington,
DC 20006

202.857.6000            main

202.857.6395            fax

afslaw.com

Ralph De Martino

Partner

(202)
724-6848      direct

ralph.demartino@afslaw.com

    October 12, 2023

    Division of Corporation Finance

    Office of Industrial Applications and Services

United States Securities and Exchange Commission

100 F St NE

Washington, DC 20549

    Attention:
    Jane Park

    Katherine Bagley

Re: SportsMap Tech Acquisition
Corp.

Amendment No. 3 to Preliminary Proxy Statement on Schedule 14A

Filed September 25, 2023

File No. 001-40916

To Whom It May Concern:

The undersigned serves as counsel to SportsMap Tech
Acquisition Corporation (“SportsMap” or the “Company”). On behalf SportsMap, we are hereby responding
to the letter dated October 5, 2023 (the “Comment Letter”) from the staff (the “Staff”) of
the Securities and Exchange Commission (“SEC” or the “Commission”), regarding the Company’s
Amendment No. 3 to Preliminary Proxy Statement on Schedule 14A, filed on September 25, 2023 (the “Proxy Statement”).
For the convenience of the Staff, the comments included in the Comment Letter are posted below (in bold) and SportsMap’s response
follows each comment.

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.

RESPONSE:
   We acknowledge the Staff’s comment and have revised the disclosure on pages 125 and 128 accordingly.

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 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.

 October 12, 2023

                                            Page 2

RESPONSE:   We
acknowledge the Staff’s comment and have revised the disclosure on pages 124 and 125 accordingly.

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.

RESPONSE:   We
acknowledge the Staff’s comment and have revised the disclosure on page 137 accordingly.

We supplementally note that the prior reference to 20% in the prior
filing of the Proxy Statement and as mentioned in the Staff’s comment was a typographical error that has been corrected in this
filing of the Proxy Statement to reference 30%.

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.

RESPONSE:	     We
acknowledge the Staff’s comment. With respect to the first bullet point of this comment:

 · Inventory Older
                                            Than One Year: The Company has revised the disclosure on page 204 to disclose that
                                            the amount of ICI’s inventory that was older than one year as of June 30, 2023
                                            is approximately $5.7 million.

 October 12, 2023

                                            Page 3

    ·
    Recoverability Estimates: Recoverability of ICI’s inventories is not materially impacted by current purchase orders, and, as a result, no corresponding revisions have been made to the Proxy Statement. The Company supplementally advises the Staff that ICI does not maintain a high “book to bill” ratio, meaning that nearly all current purchase orders are fulfilled shortly after being received. The low volume of “current but unfulfilled” purchase orders at any given time means that recoverability estimates are not materially impacted by those current purchase orders. Recoverability is assessed primarily on ICI’s current operating plan, which is informed by the following risks and factors that could materially impact the recoverability of inventories i) slow-moving inventories that are not expected to be sold into the current focus customer base in the current market environment during the next twelve months, ii) estimation of underlying demand, prices, and profit margins, iii) customer demand in the four sub-vertical sectors: warehouse and logistics, manufacturing, utilities, and oil and gas sectors, and iv) demand from the current portfolio of customers and potential new customers. An output of the current operating plan is an estimate of the near-term demand for inventory of devices held at the time that the plan is developed.

 · Factors Impacting
                                            Ability to Sell Inventory: The Company has revised pages 204 and 205 of the Proxy Statement
                                            accordingly.

With respect to the points raised by the second bullet point of this
comment, the Company has revised page 205 accordingly.

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.

RESPONSE:   We
acknowledge the Staff’s comment and note that historically ICI has disclosed an “inventory reserve” when referring to
the amount of inventory written down from cost to the lower of  cost and net realizable value. When evidence exists that the net
realizable value of inventory is lower than its cost, the difference is recognized as a loss in earnings in the period in which it occurs.
ICI has subsequently updated its critical accounting policy to clarify that such adjustment is  a write-down to net realizable value,
which represents a new cost basis for the underlying inventory which will not be adjusted to increase the amount in future periods. ICI
has updated its interim financial statements to the term inventory write down to ensure clarity that there is a new cost basis for inventory
as a result of the write downs. Additionally, we have revised the tabular presentation of inventories in Note 6 to ICI’s interim
financial statements to present each category of inventory at its new cost basis. We have also revised the disclosure on page 206 to include
the following tabular presentation:

The following table summarizes the amount of inventory write-downs
to net realizable value recorded for each period presented (in thousands):

    Six-months
 ended June 30,
 2023
    Six-months

 ended June 30,
 2022
    Year-ended
 December 31,
 2022
    Year-ended
 December 31,
 2021

    Amount of inventory write-down to net realizable value
    $ 1,386
    $ 0
    $ 0
    $ 1,092

* * * * *

If you have any comments or questions please feel
free to address them to the undersigned. You can reach me at my office at 202-724-6848, on my mobile telephone number at 202-415-8300,
and via email at ralph.demartino@afslaw.com.

Thank you in advance for your prompt attention
to this Correspondence and to the Company’s Preliminary Proxy Statement.

Respectfully submitted,

Ralph V. De Martino

RVD/mc

cc: David Gow

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
Page 2
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.

CORRESP
1
filename1.htm

   ArentFox
Schiff LLP

1717 K Street NW

Washington, DC 20006

202.857.6000       main

202.857.6395       fax

afslaw.com

Ralph De Martino

Partner

(202) 724-6848    direct

ralph.demartino@afslaw.com

    September 22, 2023

    Division of Corporation Finance

    Office of Industrial Applications and Services

United States Securities and Exchange
Commission

100 F St NE

Washington, DC 20549

    Attention:
    Jane Park

    Katherine Bagley

Re: SportsMap Tech Acquisition Corp.

                                            Amendment No. 2 to Preliminary Proxy Statement on Schedule 14A

                                            Filed July 31, 2023

                                            File No. 001-40916

To Whom It May Concern:

The undersigned serves as counsel to SportsMap
Tech Acquisition Corporation (“SportsMap” or the “Company”). On behalf SportsMap, we are hereby
responding to the letter dated August 14, 2023 (the “Comment Letter”) from the staff (the “Staff”)
of the Securities and Exchange Commission (“SEC” or the “Commission”), regarding the Company’s Amendment
No. 2 to Preliminary Proxy Statement on Schedule 14A, filed on July 31, 2023 (the “Proxy Statement”). For
the convenience of the Staff, the comments included in the Comment Letter are posted below (in bold) and SportsMap’s response follows
each comment.

Amendment No. 2  to Preliminary Proxy on Schedule
14A filed July 7, 2023

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
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.

RESPONSE: We acknowledge the Staff’s comment and have
revised the disclosure on pages 8 and 9 accordingly.

 September 22, 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.

RESPONSE: We acknowledge the Staff’s comment and have
revised the disclosure on page 123 accordingly.

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.

RESPONSE:
We acknowledge the Staff’s comment and have revised the disclosure on pages 127 though 129 accordingly.

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.

RESPONSE: We acknowledge the Staff’s comment and have
revised the disclosure on pages 134 and 135 accordingly.

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.

RESPONSE: As discussed between members of the Staff and counsel
for ICI, the Company and ICI respectfully advise the Staff that they do not believe additional revisions to the Proxy Statement are needed
in order to address the Staff’s concern. Specifically, the Company and ICI note the following disclosure beginning on page 182,
which the Company and ICI previously added in response to prior comment 12 and describes risks relating to all of ICI’s markets,
including the Distribution & Logistics and Utilities markets:

“While ICI has a long history of selling, implementing and
supporting device-only thermal systems into each of the four target markets, there are some risks inherent to selling integrated device
and software sensing solutions into each of these target markets. Please see the following risk factors in “Risk Factors”
for a more detailed discussion relating to the risks that apply to each of our four target markets, particularly as they relate to the
adoption of ICI’s hardware and software offerings in each of the four target markets:

 September 22, 2023

Page 3

 · If
                                            ICI’s products are not adopted in its targeted end markets, its business will be materially
                                            and adversely affected.

 · ICI
                                            may not be able to anticipate changing customer and consumer preferences or respond quickly
                                            enough to changes in technology and standards to be able to develop and introduce commercially
                                            viable products.

 · Product
                                            integration could face complications or unpredictable difficulties, which may adversely impact
                                            customer adoption of ICI’s products and its financial performance.

 · The
                                            markets in which ICI competes are characterized by technological change, which requires ICI
                                            to continue to develop new products and product innovations and could adversely affect market
                                            adoption of its products.

 · Since
                                            many of the markets in which ICI competes are new and rapidly evolving, it is difficult to
                                            forecast long-term end-customer adoption rates and demand for its products.

 · ICI’s
                                            estimate of total addressable market is subject to numerous uncertainties. If ICI has overestimated
                                            the size of its total addressable market now or in the future, its future growth rate may
                                            be limited.”

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.

RESPONSE: We acknowledge the Staff’s comment and have revised
the disclosure on pages 196 through 198 accordingly.

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.

RESPONSE: We acknowledge the Staff’s comment in relation to the
description of factors that impact the measurement risk of inventories and have revised the disclosure related to Critical Accounting
Policies and Estimates on pages 203 and 204 accordingly.

 September 22, 2023

Page 4

As discussed in the July 28, 2023 response to the Staff’s previous
comment 15, prior to March 31, 2023, ICI completed a detailed review of its inventories and determined that no impairment was required
based on its updated business plan, quarterly inventory count, inventory profit margin analysis and comparing cost with net realizable
value at that time.

The Company evaluates at the end of each quarter and year-end its inventory
reserve based on the following:

(i) its current business plan to estimate the demand of inventories
based on market environment, current portfolio of customers and upcoming purchase orders from customers,

(ii) full count of inventory at year end and 80% coverage count on
a quarterly basis to identify if there are any inventories that are not sold in the operating business cycle, have slow movement or
are obsolete, and

(iii) assessing if the costs of inventories are greater than net realizable
value and should be impaired.

On October 8, 2022, the Company incurred a casualty loss. ICI performed
a physical inventory count of all inventory on January 19, 2023 accounting for a casualty loss of $1,376,000 related to a flood in the Beaumont
warehouse. ICI did not identify material count discrepancies between its inventory count and its corresponding inventory/financial accounting
records and did not identify any material weakness in controls for inventories as of December 31, 2022.The company completed its quarterly
cycle count procedures in 2023, which did not result in any significant adjustments to recorded inventory balances. This amount is offset
by insurance recoveries of $1,221,000, resulting in a net $155,000 of casualty losses.

As of June 30, 2023, ICI updated its 2023 business plan based on
the most up-to-date market information, performing a detailed analysis relating to all inventory, historical turnover of inventory,
upcoming future orders from customers, technical specifications of devices actually deployed in the emerging highest-demand
industrial applications, comparison of cost with net realizable value and prospective gross profit margin. On the basis of this
analysis, ICI concluded that an inventory reserve of $1,386,000 should be recorded for the six months ended June 30, 2023, which has
been reflected in the unaudited financial statements included in Amendment No. 3 to the Proxy Statement. The inventory reserve
recorded is mainly related to temperature reference products and specific dual-medium high-resolution cameras (FM 640+ P) that are
better suited to biorisk applications and cannot be easily adapted to industrial applications. This inventory is not expected to be
sold within the next twelve months, based on customer demand and current market conditions as assessed by ICI during its close
process for the three months ended June 30, 2023. As part of this analysis, the Company reassessed if this inventory reserve should
be recognized in prior periods, December 31, 2022 or March 31, 2023, concluding that based on an analysis of slow moving
inventories, the business plan and potential customer purchases orders at such dates, no inventory allowance should be
recognized.

Management revisited the assumptions relating to these specific items
and observed three significant changes (one external, one a blend of external and internal, and one internal) that led to the decision
to create an inventory reserve as of June 30, 2023:

 1. External – the expected ongoing demand for biorisk applications
was lower than had been expected. As part of its operating plan update in June 2023, the Company changed its strategy on certain biorisk
applications. The Company reduced the value of its inventory for estimated obsolescence or lack of marketability by the difference between
the cost of the affected inventory and the NRV. No inventory reserve was recognized for the three months ended March 31, 2023 and for
the year ended December 31, 2022 on the basis of expected ongoing biorisk sales and expected ability to repurpose for industrial applications.
Starting in June 2023, the Company has focused its commercial efforts on four industry verticals: warehouse and logistics (conveyor systems);
manufacturing; utilities; and oil & gas.

 2. External and internal – the market demand for industrial applications such as Food & Beverage that could have reasonably
required FM 640+ P cameras and ICITRS101 Temperature Reference Sources (i.e., requiring tight temperature thresholds, visible camera feeds,
need for static temperature reference) was less developed than expected or the Company’s commercial capabilities had not yet
been sufficiently develop

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.

CORRESP
1
filename1.htm

    ArentFox Schiff LLP

                                                                          1717
                                            K Street NW
 Washington, DC 20006

    202.857.6000       main

    202.857.6395       fax

    afslaw.com

    Ralph De Martino

    Partner

    (202) 724 6848        direct

    ralph.demartino@afslaw.com

July 28, 2023

Division
of Corporation Finance
 Office of Industrial Applications and Services

United States Securities and Exchange Commission

100 F St NE

Washington, DC 20549

    Attention:
    Jane Park

    Jordan Nimitz

Re:
SportsMap Tech Acquisition Corp.

Amendment No. 1 to Preliminary Proxy Statement on Schedule 14A

Filed July 7, 2023

File No. 001-40916

To Whom It May Concern:

The undersigned serves as counsel to SportsMap
Tech Acquisition Corporation (“SportsMap” or the “Company”). On behalf SportsMap, we are hereby
responding to the letter dated July 20, 2023 (the “Comment Letter”) from the staff (the “Staff”)
of the Securities and Exchange Commission (“SEC” or the “Commission”), regarding the Company’s Amendment
No. 1 to Preliminary Proxy Statement on Schedule 14A, filed on July , 2023 (the “Proxy Statement”). For the
convenience of the Staff, the comments included in the Comment Letter are posted below (in bold) and SportsMap’s response follows
each comment.

Amendment No. 1 to Preliminary Proxy on Schedule 14A
filed July 7, 2023

1. We note your revisions in response to our prior comment
11 and reissue in part. Please revise your table on page 9, and as appropriate throughout your prospectus, to disclose the potential extent
of dilution that non-redeeming shareholders could experience by assuming the exercise and conversion of the public and private warrants,
Earnout Shares, ICI Convertible Notes, Participating Company Options and the shares issuable according to the 2023 Plan.

RESPONSE: We acknowledge
the Staff’s comment and have revised the disclosure on pages 10, 28, 97, 109, and 206 accordingly.

2. We note your revisions in response to our prior comment
5 and reissue in part. Please expand your disclosure to elaborate on the types of products and services ICI provides and how it generates
revenue. We note, for example, your infrared cameras, sensor devices and SaaS subscriptions. Please also discuss the limitations and challenges
you face, including your limited operating history and dependence on a limited number of customers.

RESPONSE:
We acknowledge the Staff’s comment and have revised the disclosure on page 21 accordingly.

      July 28, 2023
 Page 2

3. We note your revisions in response to our prior comment
7 and reissue in part. Please revise to include the per share merger consideration as of a recently practicable date.

RESPONSE:
We acknowledge the Staff’s comment and have revised the disclosure on page 35 accordingly.

4. We note your revisions in response to our prior comment
12 and reissue in part. Please revise to specify the individuals on the SportsMap's management team who reached out to Mr. Strahan and
the date.

RESPONSE:
We acknowledge the Staff’s comment and have revised the disclosure on pages 113 and 114 accordingly.

5. We note your revisions in response to our prior comment
13. Please confirm that you will update your prospectus once you enter into any financing arrangements with your potential PIPE investors
to disclose the to disclose the negotiations and the material details of the marketing process, who selected the potential PIPE investors,
and how the terms of the PIPE transaction were determined. We may have further comment.

RESPONSE:
We acknowledge the Staff’s comment and confirm that we will update the Proxy Statement once the Company enters into any financing
arrangement with PIPE investors, and that these updates will include disclosure regarding the negotiations and the material details of
the marketing process, who selected the potential PIPE investors, and how the terms of the PIPE transaction were determined.

6. We note your revisions in response to our prior comment
14 and reissue in part. Please expand your description of the October 31 call to provide more information about the issues related to
the timing to secure new capital and the pipeline accounts, including the details of these issues and how SportsMap considered them when
asking ICI to revise their forecast.

RESPONSE:
We acknowledge the Staff’s comment and have revised the disclosure on page 117 accordingly.

7. We note your revisions in response to our prior comment
16 and your disclosure that your preliminary comparable companies analysis was revised on December 15, 2022. Please tell us whether the
preliminary comparable companies analysis used to determine the preliminary, $100 million pre-transaction equity value are the same as
those included in your filing. If they are different, please include such analyses in your filing and explain the material differences
with the current disclosure in your filing.

RESPONSE:
We acknowledge the Staff’s comment and confirm that the list of comparable companies included in the preliminary comparable companies
analysis is the same as the list included in the December 15, 2022 comparable companies analysis. We have revised the disclosure on page
120 to clarify this.

8. We note your revisions in response to our prior comment
19 and reissue in part. Please revise your disclosure to quantify the dollar amount of what the Sponsor and its affiliates have at risk
that depends on the completion of the business combination by aggregating both the purchase prices and current values of the Founder Shares,
Common Stock issued in connection with the Private Placement Units, Private Warrants and fees due.

RESPONSE:
We acknowledge the Staff’s comment and have revised the disclosure on page 124 accordingly. We further advise the Staff that the
current values of the SportsMap Founder Shares, SportsMap Common Stock issued in connection with the Private Placement Units, and the
Private Warrants will be presented as of the SportsMap Record Date, and we confirm that we will update the Proxy Statement to reflect
such amounts after the SportsMap Record Date is established.

      July 28, 2023
 Page 3

9. We note your response to comment 21. We also note
that Updated Forecasts now reflect the current view of ICI’s management with respect to ICI’s future performance for the periods
presented. Please address whether there were also updated forecasts provided for 2023. If so, please address why they have not been disclosed
in the filing.

RESPONSE:
We acknowledge the Staff’s comment and respectfully advise the Staff that ICI has not provided SportsMap with any updated forecasts
for the year ending December 31, 2023. Other than the Initial Forecast, the Updated Forecast for the twelve-month period ending June 30,
2024 presented in the Proxy Statement is the only revised forecast that has been provided to SportsMap for future periods. We have also
revised the disclosure on page 126 to clarify as much in the Proxy Statement.

10. We reissue comment 22. The initial and updated forecasts
both show significant increases in revenues in 2023 and 2024. 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 F15 indicate that there have been limited
historical SaaS revenues.

RESPONSE:
We acknowledge the Staff’s comment and respectfully inform the Staff that ICI has not prepared (and does not prepare) projections
on a per-product or per-service basis. Neither the Initial Forecast considered by the SportsMap Board nor the Updated Forecast included
projected revenue on a per-product or per-service basis, and ICI does not plan to provide a breakdown of revenue on a per-product or per-service
basis going forward. We further respectfully inform the Staff that there are no material differences in margins between each of ICI’s
hardware products or between each of ICI’s software offerings, and accordingly do not believe that a product-by-product or service-by-service
breakdown of revenue would be helpful to investors in making any voting or investment decision.

Additionally, we have revised the disclosure on page 127
to clarify the consideration of historical revenues in ICI’s preparation of the Initial Forecast and the Updated Forecast.

11. We note your revisions in response to our prior comment
24 and reissue the comment. It is not clear why you have included the June 2023 projections in this prospectus given that they were not
the projections that the SportsMap Board considered when developing ICI's $100 million valuation or when deciding whether to approve the
business combination. Please explain the purpose for developing these projections and including them in the prospectus. We also still
note that you have not included the projections that were discussed with ICI on August 9 and September 7, 2022. Please discuss why the
board determined to use the December 2022 projections and how the projections from August 2022 were different, including the assumptions
used, clarify when the projections were prepared and include the August 2022 projections in your filing. Please also discuss the possible
impact if the projections are not correct.

RESPONSE:
With respect to the Staff’s comment regarding the Company’s rationale for including the Updated Forecast in the Proxy Statement,
as disclosed in the Proxy Statement, in the second quarter of 2023, ICI management determined that, due to delays in consummating the
Business Combination and raising additional capital that would be needed to support growth initiatives, the Initial Forecast no longer
reflected ICI management’s view on the future performance of ICI for the year ending December 31, 2023. In connection with this
determination, ICI management presented SportsMap with the Updated Forecast for the twelve months ending June 30, 2024, which ICI believed
to reflect a comparable amount of time for ICI’s and SportsMap’s revised expectations for when the Business Combination would
be consummated. We have included the Updated Forecast in the Proxy Statement as it was provided to SportsMap in the second quarter of
2023 after the determination by ICI’s management referenced above.

With respect to the Staff’s comment regarding discussions
that occurred between SportsMap and ICI on August 9, 2022 and September 7, 2022, we respectfully inform the Staff that the previous reference
to any projections prior to December 2022 was not a precise description of the discussion matter, and rather the discussions were with
respect to assumptions and baseline financial information to be included in projections that were being prepared by ICI. We have revised
the disclosure on page 114 accordingly to reflect this clarification.

      July 28, 2023
 Page 4

12. We note your revisions in response to our prior comment
26. Please further balance your disclosure to address the challenges and uncertainties you will face while establishing your presence
in each of your target markets. Please ensure that your disclosure addresses the risks that are specific to each of your identified markets
target markets. Further, please expand your discussions of each target market to disclose the specific assumptions and limitations you
relied upon for each target market.

RESPONSE:
We acknowledge the Staff’s comment and have revised the disclosure on pages 170-172 accordingly. The Company respectfully advises
the Staff that it does not consider the Distribution & Logistics market or the Utilities market to present any material challenges
or uncertainties in establishing a presence in those markets that are unique to those markets (and not otherwise disclosed in the Proxy
Statement), and thus has not added any additional disclosure for such markets.

13. We note your revisions in response to our prior comment
30 and reissue in part. We also note your disclosure that your provisional patent application is set to expire in 2023. Please revise
to disclose the specific date of expiration for this provisional patent application and your patents.

RESPONSE:
We acknowledge the Staff’s comment and have revised the disclosure on page 180 accordingly.

14. Pursuant to Item 303(b)(2)(iii) of Regulation S-K,
please separately quantify the extent to which changes in revenues are attributable to changes in prices, changes in volume, or to the
introduction of new products or services.

RESPONSE:
We acknowledge the Staff’s comment and have revised the disclosure on page 185 accordingly.

15. We note your disclosure about ICI's inadequate accounting
resources and the inventory impairment risk referenced on page 57. Please explain to us how you reasonably concluded that no inventory
allowance was required at March 31, 2023 given the annual and interim declines in sales and that your inventory balance is 20X greater
than your quarterly cost of goods sold. Given the inherent technological obsolescence risk, and that your inventory balance equates to
5 years of sales, it is not clear why no impairment was recognized at March 31, 2023 and why none of the inventory is classified as long
term. We note that this is ICI's largest asset. In your response, please quantify the portion of your March 31, 2023 inventory balance
that is more than 1 year old. Also, please tell us how much of this inventory was sold subsequent to March 31, 2023. We may have further
comment.

RESPONSE:
We acknowledge the Staff’s comment and respectfully inform the Staff that ICI had inventories of $9,723,000 as of March 31,
2023, of which $8,166,000 was older than one year as of such date. From the period of April 1, 2023 to June 30, 2023, ICI sold
approximately $583,000 of inventory. For the years ended December 31, 2021 and 2020, ICI wrote off $710,000 and $5,252,000 of
inventories, respectively, related to inventories that were obsolete and could not be sold in the market. For the year ended
December 31, 2022 and three months ended March 31, 2023, ICI completed a detailed review of its inventories, and determined that no
additional impairment was required. Secondarily, ICI classified inventory as a current asset as of March 31, 2023 due to current
purchase orders and probability adjusted pipeline, primarily based
on the following: (i) approximately 74% of the inventories as of March 31, 2023 is expected to be sold in the subsequent twelve
months and (ii) included in this 74%, approximately 38% of the inventories as of March 31, 2023 is a large quantity of small value
componentry, and replacement, maintenance and spare parts that can be utilized in various products. Due to the fact that ICI is
unable to quantify or estimate the timing of when these items will be included in finished or sold products, ICI has classified
these items as current assets.

16. We note your response to comment 34. Even after consideration
of unpaid transaction expenses of ICI which appear to be reflected in the accrued offering costs and expenses line item of $3 million
as well as the repayment of the $1 million related party promissory note, the remaining cash balance appears to be under the $10 million.
Please further clarify in your disclosures how it is expected that this condition will be met.

RESPONSE:
We acknowledge the Staff’s comment and have revised the disclosure on pages 207, 210 and 211 accordingly.

      July 28, 2023
 Page 5

17. We note your response to comment 33. Please address
the following: • The additional

United States securities and exchange commission logo
July 20, 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. 1 to Preliminary Proxy Statement on Schedule 14A
Filed July 7, 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. 1 to Proxy Filed July 10, 2023
Q. How will the level of redemptions by SportsMap Stockholders affect the ownership of non-
redeeming SportsMap Stockholders in New ICI . . ., page 8
1.We note your revisions in response to our prior comment 11 and reissue in part. Please
revise your table on page 9, and as appropriate throughout your prospectus, to disclose the
potential extent of dilution that non-redeeming shareholders could experience by
assuming the exercise and conversion of the public and private warrants, Earnout Shares,
ICI Convertible Notes, Participating Company Options and the shares issuable according
to the 2023 Plan.

 FirstName LastNameDavid Gow
 Comapany NameSportsMap Tech Acquisition Corp.
 July 20, 2023 Page 2
 FirstName LastName
David Gow
SportsMap Tech Acquisition Corp.
July 20, 2023
Page 2
Summary of the Proxy Statement, page 20
2.We note your revisions in response to our prior comment 5 and reissue in part. Please
expand your disclosure to elaborate on the types of products and services ICI provides and
how it generates revenue. We note, for example, your infrared cameras, sensor devices
and SaaS subscriptions. Please also discuss the limitations and challenges you
face, including your limited operating history and dependence on a limited number of
customers.
Summary of the Material Terms of the Transactions, page 35
3.We note your revisions in response to our prior comment 7 and reissue in part. Please
revise to include the per share merger consideration as of a recently practicable date.
The Background of SportsMap's Interaction with ICI, page 113
4.We note your revisions in response to our prior comment 12 and reissue in part. Please
revise to specify the individuals on the SportsMap's management team who reached out to
Mr. Strahan and the date.
5.We note your revisions in response to our prior comment 13. Please confirm that you will
update your prospectus once you enter into any financing arrangements with your
potential PIPE investors to disclose the to disclose the negotiations and the material details
of the marketing process, who selected the potential PIPE investors, and how the terms of
the PIPE transaction were determined. We may have further comment.
6.We note your revisions in response to our prior comment 14 and reissue in part. Please
expand your description of the October 31 call to provide more information about the
issues related to the timing to secure new capital and the pipeline accounts, including the
details of these issues and how SportsMap considered them when asking ICI to revise
their forecast.
The Comparable Companies Approach, page 119
7.We note your revisions in response to our prior comment 16 and your disclosure that your
preliminary comparable companies analysis was revised on December 15, 2022. Please
tell us whether the preliminary comparable companies analysis used to determine the
preliminary, $100 million pre-transaction equity value are the same as those included in
your filing. If they are different, please include such analyses in your filing and explain
the material differences with the current disclosure in your filing.
Interests of SportsMap's Directors and Officers in the Business Combination, page 123
8.We note your revisions in response to our prior comment 19 and reissue in part. Please
revise your disclosure to quantify the dollar amount of what the Sponsor and its affiliates
have at risk that depends on the completion of the business combination by aggregating

 FirstName LastNameDavid Gow
 Comapany NameSportsMap Tech Acquisition Corp.
 July 20, 2023 Page 3
 FirstName LastNameDavid Gow
SportsMap Tech Acquisition Corp.
July 20, 2023
Page 3
both the purchase prices and current values of the Founder Shares, Common Stock issued
in connection with the Private Placement Units, Private Warrants and fees due.
Certain Forecasted Financial Information for ICI, page 124
9.We note your response to comment 21.  We also note that Updated Forecasts now
reflect the current view of ICI’s management with respect to ICI’s future performance for
the periods presented.  Please address whether there were also updated forecasts provided
for 2023.  If so, please address why they have not been disclosed in the filing.
10.We reissue comment 22.  The initial and updated forecasts both show significant increases
in revenues in 2023 and 2024.  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.
11.We note your revisions in response to our prior comment 24 and reissue the comment. It is
not clear why you have included the June 2023 projections in this prospectus given that
they were not the projections that the SportsMap Board considered when developing ICI's
$100 million valuation or when deciding whether to approve the business combination.
Please explain the purpose for developing these projections and including them in the
prospectus. We also still note that you have not included the projections that were
discussed with ICI on August 9 and September 7, 2022. Please discuss why the board
determined to use the December 2022 projections and how the projections from August
2022 were different, including the assumptions used, clarify when the projections were
prepared and include the August 2022 projections in your filing.  Please also discuss the
possible impact if the projections are not correct.
Information about ICI
Business Overview, page 167
12.We note your revisions in response to our prior comment 26. Please further balance your
disclosure to address the challenges and uncertainties you will face while establishing
your presence in each of your target markets. Please ensure that your disclosure addresses
the risks that are specific to each of your identified markets target markets. Further, please
expand your discussions of each target market to disclose the specific assumptions and
limitations you relied upon for each target market.
Intellectual Property, page 177
13.We note your revisions in response to our prior comment 30 and reissue in part. We also
note your disclosure that your provisional patent application is set to expire in 2023.

 FirstName LastNameDavid Gow
 Comapany NameSportsMap Tech Acquisition Corp.
 July 20, 2023 Page 4
 FirstName LastNameDavid Gow
SportsMap Tech Acquisition Corp.
July 20, 2023
Page 4
Please revise to disclose the specific date of expiration for this provisional patent
application and your patents.
Results of Operations, page 181
14.Pursuant to Item 303(b)(2)(iii) of Regulation S-K, please separately quantify the extent to
which changes in revenues are attributable to changes in prices, changes in volume, or to
the introduction of new products or services.
Internal Control Over Financial Reporting, page 189
15.We note your disclosure about ICI's inadequate accounting resources and the inventory
impairment risk referenced on page 57. Please explain to us how you reasonably
concluded that no inventory allowance was required at March 31, 2023 given the annual
and interim declines in sales and that your inventory balance is 20X greater than your
quarterly cost of goods sold. Given the inherent technological obsolescence risk, and that
your inventory balance equates to 5 years of sales, it is not clear why no impairment was
recognized at March 31, 2023 and why none of the inventory is classified as long term.
We note that this is ICI's largest asset. In your response, please quantify the portion of
your March 31, 2023 inventory balance that is more than 1 year old. Also, please tell us
how much of this inventory was sold subsequent to March 31, 2023. We may have further
comment.
Unaudited Pro Forma Combined Financial Information, page 194
16.We note your response to comment 34.  Even after consideration of unpaid transaction
expenses of ICI which appear to be reflected in the accrued offering costs and expenses
line item of $3 million as well as the repayment of the $1 million related party promissory
note, the remaining cash balance appears to be under the $10 million.  Please further
clarify in your disclosures how it is expected that this condition will be met.
17.We note your response to comment 33.  Please address the following:
•The additional disclosures provided indicate that other audit and advisory costs that
are not considered incremental to the business combination are charged against
selling, general and administrative expenses in the unaudited pro forma statement of
operations.  It appears that there may be a typographical error.  Please revise as
necessary; and
•It remains unclear how the adjustment amounts correspond to your other disclosures.
For example, Adjustments C and D result in a net reduction to accrued offering costs
and other expenses of $.49 million, which does not appear to correspond to the
amounts discussed in the notes to these adjustments.
Segments and Geographical Information, page F-9
18.We note your response to comment 41.  Please provide the disclosures required by ASC
280-10-50-42 in the notes to the financial statements.

 FirstName LastNameDavid Gow
 Comapany NameSportsMap Tech Acquisition Corp.
 July 20, 2023 Page 5
 FirstName LastName
David Gow
SportsMap Tech Acquisition Corp.
July 20, 2023
Page 5

            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
Jordan Nimitz at 202-551-5831 or Jane Park at 202-551-7439 with any other questions.
Sincerely,
Division of Corporation Finance
Office of Industrial Applications and
Services
cc:       Ralph de Martino, Esq.

CORRESP
1
filename1.htm

    ArentFox Schiff
    LLP

    1717 K Street NW

    Washington, DC 20006

    202.857.6000        main

    202.857.6395        fax

    afslaw.com

    Ralph De Martino

    Partner

    (202)
    724-6848     direct

    ralph.demartino@afslaw.com

July 7, 2023

Division
of Corporation Finance
 Office of Industrial Applications and Services

United States Securities and Exchange Commission

100 F St NE

Washington, DC 20549

    Attention:
    Jane Park

    Jordan Nimitz

Re: SportsMap Tech Acquisition
Corp.

Preliminary Proxy Statement on Schedule 14A

Filed May 10, 2023

File No. 001-40916

To Whom It May Concern:

The undersigned serves as counsel to SportsMap Tech
Acquisition Corporation (“SportsMap” or the “Company”). On
behalf SportsMap, we are hereby responding to the letter dated June 6, 2023 (the “Comment Letter”) from the staff
(the “Staff”) of the Securities and Exchange Commission (“SEC” or the “Commission”),
regarding the Company’s Preliminary Proxy Statement, on Schedule 14A filed on May 10, 2023 (the “Proxy
Statement”). For the convenience of the Staff, the comments included in the Comment Letter are posted below (in bold)
and SportsMap’s response follows each comment.

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 these statements to remove
                                            any implication that investors are not entitled to rely on disclosure in your registration
                                            statement.

RESPONSE: We acknowledge the Staff’s comment and have
revised the disclosure on pages 5, and 125 to 127 accordingly.

    July
    7, 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.

RESPONSE: We acknowledge the Staff’s comment and have
revised the disclosure on pages 9, 26, 27, 35, 84, 96, 108, 111, 162 and 201 accordingly.

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.

RESPONSE: We acknowledge the Staff’s comment and have
revised the disclosure on pages 9, 25, 27, 96, 108, and 201 accordingly.

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.

RESPONSE: We acknowledge the Staff’s comment and have
revised the disclosure on pages 14, 72 and 119 accordingly.

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.

RESPONSE:
We acknowledge the Staff’s comment and have revised the disclosure on pages 20 and 21 accordingly.

    July
    7, 2023

    Page
    3

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.

RESPONSE:
We acknowledge the Staff’s comment and have revised the disclosure on page 29 accordingly.

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.

RESPONSE:
We acknowledge the Staff’s comment and undertake to provide an estimate of the Adjusted Equity Value prior to finalizing and mailing
of the Proxy Statement. We have revised the disclosure on page 22 accordingly. As the total merger consideration paid to ICI Shareholders
is not adjusted for the number of shares of ICI Common Stock outstanding at the Closing, we respectfully advise the Staff that we do
not believe that the per share merger consideration is material or helpful to holders of SportsMap Common Stock.

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

RESPONSE: We acknowledge the Staff’s comment and have
revised the disclosure on pages 76 and 77 accordingly.

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.

RESPONSE: We acknowledge the Staff’s comment and
confirm that any such purchase of SportsMap shares will comply with the conditions indicated in Tender Offer Compliance and
Disclosure Interpretation Question 166.01 (“C&DI Question 166.01”). In response to the Staff’s
comments, we have also revised the disclosure on pages 70, 71, 148 and 149 accordingly to clarify that any public shares purchased
by the Sponsor or affiliates of SportsMap will be structured in compliance with the requirements of Rule 14e-5 under the Exchange
Act. We also respectfully inform the Staff that, to the extent the Company makes any such purchases, the Company intends to file in
a Current Report on Form 8-K the requisite information outlined in C&DI Question 166.01. With respect to the statement that the
purpose of such share purchases could be to vote in favor of the business combination, we respectfully inform the Staff that we have
removed such statement from page 75.

    July
    7, 2023

    Page
    4

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 redeeming
                                            stockholders assuming maximum redemptions and identify any material resulting risks.

RESPONSE: We acknowledge the Staff’s comment and have
revised the disclosure on pages 76 and 77 accordingly.

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.

RESPONSE:
We acknowledge the Staff’s comment and have revised the disclosure on pages 9, 10, 27, 96, 97, 108 and 201
to 202 accordingly.

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.

RESPONSE:
We acknowledge the Staff’s comment and have revised the disclosure on page 113 accordingly.

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.

RESPONSE:
We acknowledge the Staff’s comment and have revised the disclosure on page 110 accordingly.

    July
    7, 2023

    Page
    5

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 wha

United States securities and exchange commission logo
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.
23

United States securities and exchange commission logo
March 20, 2023
David Gow
Chief Executive Officer
Sportsmap Tech Acquisition Corp.
5353 West Alabama, Suite 415
Houston, TX 77056
Re:Sportsmap Tech Acquisition Corp.
Preliminary Proxy Statement on Schedule 14A
Filed March 1, 2023
File No. 001-40916
Dear David Gow:
            We have completed our review of your filing.  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.
Sincerely,
Division of Corporation Finance
Office of Real Estate & Construction
cc:       Cody Boender, Esq.

CORRESP
1
filename1.htm

    ArentFox Schiff
LLP

1717 K Street NW

Washington, DC 20006

________________________________

202.857.6000       MAIN

202.857.6395       FAX

________________________________

afslaw.com

Ralph De Martino

Partner

(202) 724-6848      DIRECT

rdemartino@afslaw.com

    March 16, 2023

    Mr. Jeffrey Gabor

    Division of Corporation Finance

United States Securities and Exchange Commission

100 F St NE

Washington, DC 20549

Re: SportsMap Tech Acquisition Corp.
Preliminary Proxy Statement on Schedule 14A filed March 1, 2023

Dear Mr. Gabor:

On behalf of our client, SportsMap Tech Acquisition
Corp. (the “Company”), we are writing to submit the Company’s response to the comments of the staff (the “Staff”)
of the Division of Corporation Finance of the United States Securities and Exchange Commission (the “Commission”) set forth
during a telephone discussion with the Staff on March 15, 2023, relating to the Company’s preliminary proxy statement on Schedule
14A filed via EDGAR on March 1, 2023.

In response to the Staff’s comment, the
Company will add disclosure to its definitive proxy statement to Schedule 14A. Changed pages reflecting the proposed language are attached
as Annex A hereto.

* * * * *

  March 16, 2023

                                                                                Page 2

If you have any comments or questions please feel
free to address them to the undersigned. You can reach me at my office at 202-724-6848, on my mobile telephone number at 202-415-8300,
and via email at ralph.demartino@afslaw.com.

Thank you in advance for your prompt attention
to this Correspondence.

Respectfully submitted,

Ralph V. De Martino

RVD/mc

cc: David Gow

Smart In

Your World®

Annex A

Edits to Disclosure on Page 17 of Schedule 14A

(added language shown in underline)

BACKGROUND

We are a blank check company incorporated on May 14, 2021 as a Delaware
corporation and formed for the purpose of effecting a merger, capital stock exchange, asset acquisition, stock purchase, reorganization
or similar business combination with one or more businesses. Our principal executive offices are located at 5353 West Alabama, Suite 415,
Houston, Texas 77056.

There are currently 15,050,000 shares of our common stock issued and
outstanding. In addition, there are outstanding warrants to purchase an aggregate of 9,131,250 shares of common stock at exercise prices
of $11.50 per share.

Approximately $[•] million in proceeds from our IPO, the simultaneous
sale of units in a private placement transaction and interest income are being held in our Trust Account in the United States maintained
by Continental Stock Transfer & Trust Company, acting as trustee. The Trust Account is and will remain invested in U.S. government
securities with a maturity of 185 days or less or in an open ended investment company that holds itself out as a money market fund until
the earlier of (i) the consummation of our initial business combination or (ii) the distribution of the proceeds in the Trust Account
as described below. In an effort to mitigate the risk that the Company might be deemed to be an investment company, the Company
has moved all of its assets in the Trust Account from government securities to cash items, and intends to maintain its assets in cash
items until it consummates its initial business combination or winds up its existence and liquidates. There can be no assurance that this
action will foreclose a judicial or regulatory finding or an allegation, that the Company is an investment company.

Pursuant to the terms of our Amended and Restated Certificate of Incorporation,
if our initial business combination is not consummated by April 20, 2023, then we will dissolve and liquidate in accordance with the amended
and restated certificate of incorporation, and we will distribute all amounts in the Trust Account.

The Board currently believes that there will not be sufficient time
before April 20, 2023, to complete a business combination. Accordingly, the Board believes that in order to be able to consummate a business
combination, we will need to obtain the Extension and that, without the Extension, we would be precluded from completing a business combination
and would be forced to liquidate even if our stockholders are otherwise in favor of consummating a business combination.

You are not being asked to vote on any business combination at this
time. If the Extension is implemented and you do not elect to redeem your public shares, provided that you are a stockholder on the record
date for a meeting to consider the business combination, you will be entitled to vote on the business combination when it is submitted
to stockholders and will retain the right to redeem your public shares for cash in the event the business combination is approved and
completed or we have not consummated a business combination by the Extended Date.

Edits to Disclosure
on Pages 21-22 of Schedule 14A

(added language shown in underline)

Interests of our Sponsor, Directors and Officers and the Representatives

When you consider the recommendation of our Board,
you should keep in mind that our Sponsor, executive officers and members of our Board have interests that may be different from, or in
addition to, your interests as a stockholder. These interests include, among other things:

 · our Sponsor, officers and directors and the other Initial Stockholders
own 2,875,000 Founder Shares and 675,000 shares from Private Placement Units; none of these securities (which represent an aggregate
investment of $6,775,000) are subject to redemption, and all will expire worthless if a business combination is not consummated by April
20, 2023, unless the Extension Amendment is implemented;

Annex A

 · if the Trust Account is liquidated, including in the event we
are unable to complete an initial business combination within the required time period, our Sponsor has agreed to indemnify us to ensure
that the proceeds in the Trust Account are not reduced below $10.20 per public share, or such lesser per public share amount as is in
the Trust Account on the liquidation date, by the claims of prospective target businesses with which we have entered into an acquisition
agreement or claims of any third party for services rendered or products sold to us, but only if such a third party or target business
has not executed a waiver of any and all rights to seek access to the Trust Account; and

 · none of our officers or directors
has received any cash compensation for services rendered to the Company, and all of the current members of our Board are expected to
continue to serve as directors at least through the date of the special meeting to vote on a proposed business combination and may even
continue to serve following any potential business combination and receive compensation thereafter.

If we are deemed to be an investment company for purposes of the Investment Company Act of 1940, as amended (the “Investment
Company Act”), we would be required to institute burdensome compliance requirements and our activities would be severely restricted
and, as a result, we may abandon our efforts to consummate an initial business combination and liquidate.

There is currently uncertainty concerning the
applicability of the Investment Company Act to blank check companies, or SPACs, including companies like ours. As a result,
it is possible that a claim could be made that we have been operating as an unregistered investment company.

If we are deemed to be an investment company
under the Investment Company Act, our activities would be severely restricted. In addition, we would be subject to burdensome compliance
requirements. We do not believe that our principal activities will subject us to regulation as an investment company under the Investment
Company Act. However, if we are deemed to be an investment company and subject to compliance with and regulation under the Investment
Company Act, we would be subject to additional regulatory burdens and expenses for which we have not allotted funds. As a result, unless
we are able to modify our activities so that we would not be deemed an investment company, we would expect to abandon our efforts to complete
an initial business combination and instead to liquidate. If we were to liquidate, our warrants will expire worthless. This will also
cause you to lose the investment opportunity in ICI and any other target company, and the chance of realizing future gains on your investment
through any price appreciation in the combined company.

To mitigate the risk that we might be deemed to be
an investment company for purposes of the Investment Company Act, we have instructed the trustee to liquidate the securities held
in the Trust Account and instead to hold the funds in the Trust Account in cash items until the earlier of the consummation of an initial
business combination or our liquidation. As a result, we will likely receive minimal interest, if any, on the funds held in the Trust
Account, which may reduce the dollar amount the public stockholders would receive upon any redemption or liquidation of the Company.

The funds in the Trust Account have, since our IPO, been held only
in U.S. government treasury obligations with a maturity of 185 days or less or in money market funds investing solely in U.S. government
treasury obligations and meeting certain conditions under Rule 2a-7 under the Investment Company Act. The longer that the
funds in the Trust Account are held in short-term U.S. government treasury obligations or in money market funds invested exclusively in
such securities, the greater the likelihood and risk that we may be considered an unregistered investment company. However,
to mitigate the risk of us being deemed to be an unregistered investment company (including under the subjective test
of Section 3(a)(1)(A) of the Investment Company Act) and thus subject to regulation under the Investment Company Act, we have instructed
the trustee with respect to the Trust Account to liquidate the U.S. government treasury obligations or money market funds held in the
Trust Account and thereafter to hold all funds in the Trust Account in cash items until the earlier of consummation of an initial business
combination or liquidation of the Company. Following such liquidation of the securities held in the Trust Account, we will likely receive
minimal interest, if any, on the funds held in the Trust Account. However, interest previously earned on the funds held in the Trust Account
still may be released to us to pay our taxes, if any, and certain other expenses as permitted. As a result, the decision to liquidate
the securities held in the Trust Account and thereafter to hold all funds in the Trust Account in cash items may reduce the dollar amount
the public stockholders would receive upon any redemption or liquidation of the Company. If we cannot complete our initial business combination
by April 20, 2023, or such later date that may be approved by our public stockholders, such as the Extended Date, we will be required
to liquidate and our warrants will expire worthless. This will also cause you to lose the investment opportunity in ICI and any other
target company, and the chance of realizing future gains on your investment through any price appreciation in the combined company.

Smart In

Your World®

CORRESP
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October 13, 2021

VIA EDGAR

U.S. Securities and Exchange Commission

100 F Street, NE

Washington, D.C. 20549-4561

    Re:

    SportsMap Tech Acquisition Corp.

    Registration Statement on Form S-1

    File No. 333-259912

Ladies and Gentlemen:

Pursuant to Rule 461 of the General Rules and Regulations under the Securities Act of 1933, as amended (the “Act”), the undersigned
hereby joins in the request of SportsMap Tech Acquisition Corp. that the effective date of the above-referenced Registration Statement
be accelerated so as to permit it to become effective at 5:00 p.m. ET on Monday, October 18, 2021, or as soon as thereafter practicable.

Pursuant to Rule 460 of the General Rules and
Regulations under the Act, the undersigned advises that in excess of 300 copies of the Preliminary Prospectus dated September 30, 2021
have been, or will be, distributed to prospective dealers, institutional investors, retail investors and others.

The undersigned advises that it has complied and
will continue to comply with the requirements of Rule 15c2-8 under the Securities Exchange Act of 1934, as amended.

[signature page follows]

Very truly yours,

ROTH CAPITAL PARTNERS, LLC

By: /s/ Aaron M. Gurewitz

Name: Aaron M. Gurewitz

Title: Head of Equity Capital Markets

CRAIG-HALLUM CAPITAL GROUP LLC

By: /s/ Rick Hartfiel

Name: Rick Hartfiel

Title: Head of Investment Banking

CORRESP
1
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SportsMap Tech Acquisition Corp.

5353 West Alabama, Suite 415

Houston, Texas 77056

October 13, 2021

VIA EDGAR

U.S. Securities and Exchange Commission

Division of Corporate Finance

Washington, DC 20549

    Re:
    SportsMap Tech Acquisition Corp.

    Registration Statement on Form S-1

    File No. 333-259912

Ladies and Gentlemen:

Pursuant to Rule 461
of the Securities Act of 1933, as amended, SportsMap Tech Acquisition Corp., a Delaware corporation (the “Company”), hereby
respectfully requests that the effective date for the Registration Statement referred to above be accelerated so that it will be declared
effective at 5:00 P.M. (Eastern Time) on October 18, 2021, or as soon thereafter as possible on such date.

    Very truly yours,

    SportsMap Tech Acquisition Corp.

    By:
    /s/ David Gow

    Name: David Gow

    Title: Chief Executive Officer

CORRESP
1
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    Cavas S. Pavri

    202.724.6847

    cpavri@schiffhardin.com

    100 N. 18th Street

    Suite 300

    Philadelphia, PA 19103

    t 202.778.6400

    f 202.778.6460

    www.schiffhardin.com

September 30, 2021

By EDGAR Submission

Securities and Exchange Commission

Division of Corporation Finance

Office of Real Estate & Construction

100 F Street, N.E.

Washington, D.C. 20549

 Re: Sportsmap Tech Acquisition Corp.

Draft Registration Statement on Form S-1

Submitted July 22, 2021

CIK No. 0001863990

Ladies and Gentlemen:

This letter is being submitted
on behalf of Sportsmap Tech Acquisition Corp. (the “Company”) in response to the comment letter, dated August 16, 2021,
of the staff of the Division of Corporation Finance (the “Staff”) of the Securities and Exchange Commission (the “Commission”)
with respect to the Company’s Draft Registration Statement on Form S-1 submitted July 22, 2021 (the “Draft Registration
Statement”).

The Company’s Form S-1
Registration Statement (the “Registration Statement”) has been submitted to the Commission.

For the Staff’s convenience,
we have repeated the Staff’s comment prior to the Company’s response in bold italics.

Draft Registration Statement on Form S-1 submitted July 22, 2021

Capitalization table, page 54

1.       We
note that you are offering 10,000,000 shares of common stock as part of your initial public offering of units, but only show 9,654,456
shares of common stock subject to possible redemption in your Capitalization table. Please tell us how you considered the guidance in
ASC 480-10-S99-3A, which requires securities that are redeemable for cash or other assets to be classified outside of permanent equity
if they are redeemable (1) at a fixed or determinable price on a fixed or determinable date, (2) at the option of the holder, or (3) upon
the occurrence of an event that is not solely within the control of the issuer, in concluding that all 10,000,000 shares of common stock
were not required to be presented outside of permanent equity and part of shares subject to possible redemption.

Response: The Capitalization
table included in the Registration Statement, as well as all other disclosures related to the number of shares subject to possible redemption,
has been revised to comply with the guidance in ASC 480-10-S99-3A:

* * *

Should you have any questions
regarding the foregoing, please do not hesitate to contact Cavas Pavri at (202) 724-6847.

    Sincerely,

SCHIFF HARDIN LLP

    /s/ Cavas Pavri

    By: Cavas Pavri

    Enclosures

    cc:
    David Gow, Chief Executive Officer

    Ralph De Martino, Schiff Hardin LLP

DC:82314539.1

United States securities and exchange commission logo
August 16, 2021
David Gow
Chief Executive Officer
Sportsmap Tech Acquisition Corp.
5353 West Alabama, Suite 415
Houston, Texas 77056
Re:Sportsmap Tech Acquisition Corp.
Draft Registration Statement on Form S-1
Submitted July 22, 2021
CIK No. 0001863990
Dear Mr. Gow:
            We have conducted a limited review of your draft registration statement.  In our
comment, we may ask you to provide us with information so we may better understand your
disclosure.
            Please respond to this letter by providing the requested information and either submitting
an amended draft registration statement or publicly filing your registration statement on
EDGAR.  If you do not believe our comment applies to your facts and circumstances or do not
believe an amendment is appropriate, please tell us why in your response.
            After reviewing the information you provide in response to this comment and your
amended draft registration statement or filed registration statement, we may have additional
comments.
Draft Registration Statement on Form S-1 submitted July 22, 2021
Capitalization table, page 54
1.We note that you are offering 10,000,000 shares of common stock as part of your initial
public offering of units, but only show 9,654,456 shares of common stock subject to
possible redemption in your Capitalization table.  Please tell us how you considered the
guidance in ASC 480-10-S99-3A, which requires securities that are redeemable for cash
or other assets to be classified outside of permanent equity if they are redeemable (1) at a
fixed or determinable price on a fixed or determinable date, (2) at the option of the holder,
or (3) upon the occurrence of an event that is not solely within the control of the issuer, in
concluding that all 10,000,000 shares of common stock were not required to be presented
outside of permanent equity and part of shares subject to possible redemption.

 FirstName LastNameDavid Gow
 Comapany NameSportsmap Tech Acquisition Corp.
 August 16, 2021 Page 2
 FirstName LastName
David Gow
Sportsmap Tech Acquisition Corp.
August 16, 2021
Page 2
            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.
            We request that you publicly file your registration statement and nonpublic draft
submissions at least 15 days prior to any road show as that term is defined in Rule 433(h)(4) or,
in the absence of a road show, at least 15 days prior to the requested effective date of the
registration statement.  Refer to Rules 460 and 461 regarding requests for acceleration.
            You may contact Peter McPhun at 202-551-3581 or Wilson Lee at 202-551-3468 if you
have questions regarding comments on the financial statements and related matters. Please
contact Pam Howell at 202-551-3357 or James Lopez at 202-551-3536 with any other questions.
Sincerely,
Division of Corporation Finance
Office of Real Estate & Construction
cc:       Cavas Pavri