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.
 David Gow
FirstName
SportsMap LastNameDavid
            Tech AcquisitionGow
                             Corp.
Comapany
June 6, 2023NameSportsMap Tech Acquisition Corp.
June 6,
Page 2 2023 Page 2
FirstName LastName
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.
 David Gow
FirstName
SportsMap LastNameDavid
            Tech AcquisitionGow
                             Corp.
Comapany
June 6, 2023NameSportsMap Tech Acquisition Corp.
June 6,
Page 3 2023 Page 3
FirstName LastName
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
 David Gow
FirstName
SportsMap LastNameDavid
            Tech AcquisitionGow
                             Corp.
Comapany
June 6, 2023NameSportsMap Tech Acquisition Corp.
June 6,
Page 4 2023 Page 4
FirstName LastName
         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"
 David Gow
FirstName
SportsMap LastNameDavid
            Tech AcquisitionGow
                             Corp.
Comapany
June 6, 2023NameSportsMap Tech Acquisition Corp.
June 6,
Page 5 2023 Page 5
FirstName LastName
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
 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.    Please provide additional detail regarding the assumptions and
limitations underlying your
       financial projections. We note, for example, the projected increase in
revenue from $8.4
       million in 2022 to $20.5 million in 2023. Please explain how the Board
considered the
       reasonability of these projections, in light of the fact that ICI only
launched its SaaS
       systems in 2022 and the early development stage of ICI's market
opportunities. We note
       your risk factor disclosure that "ICI 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", that "ICI has a history of losses or low
income, and ICI
       expects to incur significant expenses and continuing losses for the
foreseeable future," and
FirstName LastNameDavid Gow
       the market and industry barriers you discuss in "If ICI   s products are
not adopted in its
Comapany    NameSportsMap
       targeted end markets, Tech   Acquisition
                              its business will beCorp.
                                                   materially and adversely
affected. uncertainty
June 6,regarding
        2023 Pagethe
                   6 acceptance and speed of adoption."
FirstName LastName
 David Gow
FirstName
SportsMap LastNameDavid
            Tech AcquisitionGow
                             Corp.
Comapany
June 6, 2023NameSportsMap Tech Acquisition Corp.
June 6,
Page 7 2023 Page 7
FirstName LastName
24.      We note your statement on page 115 that the Board considered the
unaudited prospective
         financial information for ICI provided by ICI's management in December
2022. Address
         how the board determined the reasonableness of the projections; the
extent to which
         alternative scenarios were provided or considered, and the extent to
which the probability
         of achieving such projections was assessed. Regarding alternative
scenarios, we note, for
         example, that projected financial information were also discussed in
the August 1, 2022
         and August 9, 2022 conversations. 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.
25.      We note ICI's belief that its operating history provides a reasonable
basis for the estimates
         and assumptions underlying the forecasts, particularly with respect to
the performance of
         its business due to hardware sales. We also note that in preparing the
Comparable
         Companies analysis that was based on ICI's 2023 projections, the Board
"focused less on
         ICI   s recent historical performance and more on its future growth
prospects in the
         industrial sector." Please disclose whether the Board considered ICI's
operating history
         when reviewing the forecasts, and what consideration was given to
presenting separate
         revenue projections for your SaaS and hardware sales.
Information about ICI
Business Overview, page 154

26.      We note your estimates for your $16 billion global addressable market
and for the TAM
         estimates in each of your four target markets. Please balance your
disclosure in these
         sections by addressing your current market share in each such target
market. Please also
         disclose the sources, methodology, and the assumptions and limitations
you relied on for
         these estimates. We note, for example, that you estimated the TAM
based on "estimated
         potential customers in each market, our expectations regarding the
scope of potential uses
         of thermal sensing solutions in those markets, and our estimates of
average selling prices
         in those markets and potential opportunity for software solutions to
increase the utility of
         thermal imaging and sensing solutions," and that you expect increased
regulations to drive
         demand in each of your target markets.
Our Customers, page 159

27.      We note your disclosure on page 29 that ICI is substantially dependent
on its partnership
         with a few key customers and its business could be materially and
adversely affected if its
         partnership with any of such customers were terminated. You also
disclose on page F-11
         that two customers accounted for 21% and 10% of your accounts
receivables for the year
         ended December 31, 2022. Please expand your disclosure in this section
to identify these
         key customers that ICI, or tell us why you do not believe such
identification is material.
         Please also advise whether you have agreements with these customers on
which you are
 David Gow
FirstName
SportsMap LastNameDavid
            Tech AcquisitionGow
                             Corp.
Comapany
June 6, 2023NameSportsMap Tech Acquisition Corp.
June 6,
Page 8 2023 Page 8
FirstName LastName
         substantially dependent, and if so, disclose the material terms of
such agreements,
         including any minimum purchase commitments. Refer to Item 601(b)(10)
of Regulation
         S-K.
Competition, page 162

28.      We note your disclosure of your large-scale manufacturing competitors,
such as Teledyne
         Flir and Fortive, in the global market for infrared sensing devices.
Please revise to
         provide additional context regarding your competitive position in each
of your four target
         markets, including the types of products and companies with whom you
compete in those
         industries.
Grow Wallet Share with Enterprise Customers, page 162

29.      We note that as your hardware and device customers become users of
your SmartIR SaaS
         solution, you expect to be able to "uncover new cases and
corresponding solutions."
         Please explain what kind of cases could arise from increased use of
your Smart IR SaaS
         system, and how you expect to respond to them to develop the
corresponding solutions.
Intellectual Property, page 164

30.      For each material patent or patent family, please revise your
disclosure to include the
         specific products or technologies to which the patents relate, the
type of patent protection
         obtained (composition of matter, use or process), whether the patents
are licensed or
         owned, the jurisdiction of the patents, and the expiration year.
Please consider presenting
         this information in tabular form.
Critical Accounting Policies and Estimates
Revenue Recognition, page 171, page 171

31.      We note your disclosures beginning on page 156 regarding your
different products and
         services. Please help us better understand how you how you determined
your
         performance obligations under ASC 606 and correspondingly the revenue
recognition
         method for each performance obligation. Please ensure that your
analysis specifically
         addresses the following:
             How you determined that your product sales are distinct from the
SaaS subscriptions;
             How you determined technical support and software upgrades are
distinct obligations
             and are considered a separate stand ready performance obligation;
and
             How you determined that ancillary services derived from the
calibration of infrared
             cameras, maintenance and training are also distinct obligations.
Unaudited Pro Forma Combined Financial Information, page 178

32.      Your disclosures on page 183 indicate that the ICI Convertible Notes
will convert into ICI
         Class A Common Stock immediately prior to the Effective Time and will
be exchanged
         for shares of SportsMap Common Stock in the Business Combination in
the same manner
 David Gow
FirstName
SportsMap LastNameDavid
            Tech AcquisitionGow
                             Corp.
Comapany
June 6, 2023NameSportsMap Tech Acquisition Corp.
June 6,
Page 9 2023 Page 9
FirstName LastName
         as ICI Class A Common Stock. Please also confirm in your disclosures
that the ICI Class
         A Common Stock that the holders of the ICI Shareholder Promissory and
ICI Convertible
         Promissory Notes will receive will also be exchanged for shares of
SportsMap Common
         Stock in the Business Combination. It is also not clear why your
disclosures on page 185
         indicate that the ICI Shareholder Promissory Notes and the Investors
Convertible
         Promissory Notes will be reflected as equity classified instruments
post-closing given that
         it appears that these notes will have been converted at or prior to
the Effective Date into
         ICI Class A Common stock and no longer be separate instruments. Please
advise or revise
         your disclosures as necessary.
33.      You disclose on page 185 that total transaction cost are estimated to
be $12.1 million in
         the no additional redemptions scenario and $13.7 million in the
maximum redemptions
         scenario, of which $6.8 million and $5.2 million, respectively would
be cash settled and
         the remainder would be settled with the issuance of shares of ICI
Class A Common
         Stock. Please address the following:
             It is not clear why the pro forma statement of operations for the
year ended December
              31, 2022 does not appear to reflect transaction costs. We remind
you of the updated
              guidance in Article 11-02(a)(6) of Regulation S-X and Section
II.D of SEC Release
              33-10786 which includes guidance regarding the inclusion of
transaction accounting
              adjustments for nonrecurring items. Please advise or revise as
necessary;
             Please clarify in your disclosures how these amounts correspond to
Adjustments C, D
              as well as G, H related to transaction costs; and
             Your disclosures on page F-35 refer to Contingent Business
Combination Fees. It is
              not clear whether these are also reflected in your pro forma
amounts. Please advise
              or revise your disclosures as necessary.
34.      We note that ICI is not required to consummate the Business
Combination if there is not
         at least $10 million of Aggregate Transaction Proceeds after giving
effect to payment of
         amounts that SportsMap will be required to pay to redeeming
stockholders upon
         consummation of the Business Combination. Given the pro forma balance
sheet assuming
         maximum redemptions, shows remaining pro forma cash $4.8 million,
please address in
         your disclosures how this condition is met.
35.      We note your disclosures on page 185 indicating that you are still
evaluating the post-
         closing accounting treatment for your contingent obligation to issue
earnout shares to
         assess if the arrangement qualifies as an equity or liability
classified instrument. It is
         currently reflected as an equity classified instrument with earnout
compensation expense
         reflected in the unaudited pro forma combined pro forma statement of
operations. Please
         expand your disclosures to clarify the specific terms that resulted in
your determination
         that they should currently be classified as an equity classified
instrument with earnout
         compensation reflected on the pro forma statement of operations
pursuant to your
         consideration of ASC 815-40, ASC 480, and ASC 718. Please also
disclose and discuss
         the potential impact of the shares on future results and provide a
sensitivity analysis that
         quantifies the potential impact that changes in the per share market
price of the post
 David Gow
FirstName
SportsMap LastNameDavid
            Tech AcquisitionGow
                             Corp.
Comapany
June 6, 2023NameSportsMap Tech Acquisition Corp.
June 6,
Page 102023 Page 10
FirstName LastName
         combination common stock could have on the pro forma financial
statements. Refer to
         Article 11-02(b)(10) of Regulation S-X. Finally, please disclose the
fair value of these
         earnouts and how such fair value was determined.
Note 4. Unaudited Combined Pro Forma Balance Sheet Adjustments and Assumptions,
page 186

36.      In a similar manner to your breakdown provided of Additional Paid-in
Capital
         adjustments on page 187, please also provide a breakdown of Cash and
Cash Equivalents
         adjustments so you can clearly see the impact of each adjustment.
Beneficial Ownership, page 195

37.      We note your disclosure that "[t]he following table does not reflect
record or beneficial
         ownership of the SportsMap Warrants because such warrants are not
exercisable within 60
         days of the date of this proxy statement." Please disclose the
Sponsor's and its
         affiliates' beneficial ownership interest in the combined company,
assuming exercise and
         conversion of all securities.
38.      Please revise your disclosure to identify the natural person or
persons who have voting
         and/or investment control of the shares held by the entities
affiliated with Periscope
         Capital Inc. and Barclays PLC.
Material U.S. Federal Income Tax Considerations, page 204

39.      We note that the merger agreement indicates that the parties intend
for the merger to be
         treated as a reorganization under Section 368(a) of the Internal
Revenue Code. We also
         note your statement that holders of SportsMap Common Stock "are not
expected to
         recognize any gain or loss" under U.S. federal income tax laws as a
result of the adoption
         of the Proposed Certificate of Incorporation, and that "[i]t is
expected that each such
         holder would have the same basis" in its New ICI Common Stock as it
did in
         the SportsMap Common Stock. Please revise to include an opinion of
counsel covering
         the material tax consequences of the merger and state that the
disclosure in this section
         represents the opinion of counsel. Also provide summary and risk
factor disclosure and
         revise your Questions and Answers section to briefly address the tax
consequences. For
         further guidance, refer to Item 601(b)(8) of Regulation S-K and our
Staff Legal Bulletin
         No. 19.
Financial Statements of Infrared Cameras Holdings, Inc.
Segments and Geographical Information, page F-9

40.      Please address whether revenue from any individual country is material
and if so, how you
         considered the guidance in ASC 280-10-50-41(a) to disclose such
revenue.
41.      We note your disclosures on page 159 that no single customer accounted
for more than
         11.5% of your revenue from product sales. Please address what
consideration you gave to
         ASC 280-10-50-42 which requires disclosures regarding transactions
with a single
 David Gow
SportsMap Tech Acquisition Corp.
June 6, 2023
Page 11
      external customer when revenues reflect 10% or more of your revenues.
Financial Statements of SportsMap Tech Acquisition Corp.
Warrants, page F-44

42.   It is not clear why you disclose that there were no warrants outstanding
as of December
      31, 2022 and December 31, 2021 as it would appear that there are both
public and private
      warrants outstanding.
General

43.   Please revise your prospectus to clarify how you refer to ICI as the
private company and
      ICI as the post-business combination company. We note several instances
in your
      prospectus where it is unclear whether you are referring to ICI or New
ICI. For example,
      on page 116, you state that "ICI does not plan to refer back to the
selected forecasted
      financial information following the Business Combination."
        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,

FirstName LastNameDavid Gow                                Division of
Corporation Finance
                                                           Office of Industrial
Applications and
Comapany NameSportsMap Tech Acquisition Corp.
                                                           Services
June 6, 2023 Page 11
cc:       Ralph de Martino, Esq.
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