August 1, 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 July 27, 2018
           File No. 001-38188

Dear Mr. Cherian:

       We have reviewed your revised filing and your response to our comments
in our letter
dated July 5, 2018 and have the following additional comments.

Revised Preliminary Proxy Statement on Schedule 14A

General

1.    We note that the addendum to the Subscription Agreement contains an
arbitration
      provision. Please tell us and revise to disclose whether this provision
applies to claims
      under the federal securities laws.
Risk Factors
Risks Related to Smaaash's Share Equity, page 25

2.    We note your disclosure on page 25 that "no public trading market is
expected to develop
      in the foreseeable future." However, there have been media reports that
Smaaash is
      planning to launch an initial public offering in India. If true, please
disclose Smaaash's
      plans regarding the offering and discuss the effects this could have on
I-AM Capital
      Acquisition Company's ownership of Smaaash.
Comparative Share Information, page 37

3.    Please update the table on page 38 to include historical information for
Smaaash as of and
      for the year ended March 31, 2018.
 F. Jacob Cherian
I-AM Capital Acquisition Company
August 1, 2018
Page 2
Background of the Transaction, page 51

4.       We note your responses to our prior comment 6 and reissue. Please
revise this section
         throughout to describe the negotiations between the parties regarding
the transaction,
         including who recommended the price per share and any changes to the
price per share
         during the negotiations as well as who recommended the roles and
representations each
         party would have in Smaash and I-AM Capital.
Smaaash's Management's Discussion and Analysis of Financial Condition and
Results of
Operations
Results of Operations, page 112

5.       We refer you to the table on page 112 which sets forth Smaaash's
income statements for
         the periods ended March 31, 2018 and 2017. The total figures beginning
with total tax
         expense through total comprehensive income for the period ended March
31, 2018 do not
         agree with the corresponding amounts presented in the consolidated
statements of profit
         and loss and other comprehensive income on page F-4. Please revise to
fix the
         inconsistencies.
6.       Please correct the numerical formatting in this section. Specifically,
we note the
         commas of the comparative financial data figures in the tables are
misplaced.
Smaaash Entertainment Private Limited, page F-3

7.       Please revise the numerical formatting of the audited financial
statements and related
         notes to the consolidated financial statements for Smaaash to correct
the
         comma placement such that the figures read correctly.
       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 Sonia Bednarowski at
202-551-3666 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
August 1, 2018 Page 2                                          Office of
Transportation and Leisure
FirstName LastName