July 5, 2018

F. Jacob Cherian
Chief Executive Officer
I-AM Capital Acquisition Company
1345 Avenue of the Americas, 11th Floor
New York, NY 10105

       Re: I-AM Capital Acquisition Company
           Revised Preliminary Proxy Statement on Schedule 14A
           Filed June 22, 2018
           File No. 001-38188

Dear Mr. Cherian:

       We have reviewed your revised filing and your response to the comments
in our letter
dated June 12, 2018 and have the following additional comments.

Revised Preliminary Proxy Statement on Schedule 14A

General

1.    We note your response to our prior comment 2 and reissue. Please revise
to include the
      financial statements for I-AM Capital Acquisition Co. pursuant to Item
14(c)(1) of
      Schedule 14A or tell us why you believe you are not required to do so. In
this regard, we
      note your response focused on what was being delivered to stockholders
rather than what
      is required in your proxy statement and how you are satisfying such
disclosure
      obligations.
Questions and Answers About the Proposals
What equity stake will I-AM Capital hold in Smaaash after the closing?, page 2

2.    Please include a separate table to disclose the range of equity stakes
that I-AM Capital
      will hold in Smaaash after closing of the share exchange described on
page 45. Please
      also disclose, if true, that depending on the amount of redemptions, I-AM
Capital may
      own less than 50% of the equity in Smaaash after the share exchange and
revise the
      disclosure on page 105 accordingly.
 F. Jacob Cherian
FirstName LastNameF. Jacob Cherian
I-AM Capital Acquisition Company
Comapany NameI-AM Capital Acquisition Company
July 5, 2018
July 5, 2018 Page 2
Page 2
FirstName LastName
Summary of the Proxy Statement
The Transaction, page 9

3.       We note your disclosure on page 45 that within six months of the
closing of the
         transaction that the Smaaash Founders will transfer all of their
ownership interest in
         Smaaash to I-AM Capital in exchange for newly issued shares of common
stock of I-AM
         Capital with the goal to maintain their 33.6% ownership interest in
Smaaash through their
         new interest in I-AM Capital. Please revise this section to disclose
this agreement. Please
         also add a risk factor to discuss risks to investors related to this
large ownership interest in
         the company being transferred to the Smaaash Founders. In this regard,
discuss the
         anticipated number of shares that will be exchanged and the control
the Smaaash Founders
         may have on I-AM Capital after the exchange.
The Subscription Agreement
Covenants and Agreements, page 45

4.       We note your disclosure that the company agreed to invest any money
raised from the
         exercise of outstanding warrants or from capital raises outside of
India into Smaaash.
         Please revise to clarify if this agreement has any investment limit or
ceiling. Additionally,
         please revise the risk factor captioned "After the consummation of the
Transaction, I-AM
         Capital may not have sufficient capital to fund its ongoing
operations, effectively pursue
         its strategy or sustain its growth initiatives" on page 32 to discuss
this agreement and any
         associated risks on the company's liquidity and ability to pursue its
plan of operations.
Master Franchise Agreement, page 48

5.       Please revise to clarify whether Smaaash will receive any portion of
the revenue or other
         fees in connection with the Master Franchise Agreement.
Background of the Transaction, page 51

6.       We note your response to our prior comment 13 and reissue in part.
Throughout this
         section, we note your generic reference that key terms were negotiated
or finalized.
         Please revise this section throughout to describe the negotiations
regarding the key terms
         of the transactions with Smaaash so that investors understand how the
parties arrived at
         the key terms of the transaction. For example, discuss the
negotiations surrounding the
         price for the equity shares of Smaaash, how such price was determined,
who
         recommended such price and any changes to such price throughout the
negotiation
         process. Additionally, we note that the subscription agreement
contains a number of
         covenants and agreements which will effect the company's liquidity and
control going
         forward. Please revise to discuss the negotiations regarding any key
covenants or
         agreements.
7.       We note your disclosure that Mr. Kanuga and Mr. Cherian met with
representatives of
         Yes Securities to discuss key terms for a potential transaction and
then they arrived at a
 F. Jacob Cherian
I-AM Capital Acquisition Company
July 5, 2018
Page 3
         potential valuation range for Smaaash. Please revise to disclose the
potential valuation
         range.
Audited Consolidated Financial Statements
General, page F-1

8.       Please include updated audited financial statements of Smaaash
Entertainment Private
         Limited in your next amendment in accordance with the age requirement
outlined in Item
         8.A.4 of Form 20-F.
        You may contact Amy Geddes at 202-551-3304 or Jean Yu, Assistant Chief
Accountant,
at 202-551-3305 if you have questions regarding comments on the financial
statements and
related matters. Please contact Donald E. Field at 202-551-3680 or Justin
Dobbie, Legal Branch
Chief, at 202-551-3469 with any other questions.

FirstName LastNameF. Jacob Cherian
Comapany NameI-AM Capital Acquisition Company
                                                              Division of
Corporation Finance
July 5, 2018 Page 3                                           Office of
Transportation and Leisure
FirstName LastName