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                              March 21, 2023

       E. Scott Crist
       Chief Executive Officer
       Industrial Tech Acquisitions II, Inc.
       5090 Richmond Ave., Suite 319
       Houston, Texas 77056

                                                        Re: Industrial Tech
Acquisitions II, Inc.
                                                            Preliminary Proxy
Statement on Schedule 14A
                                                            Filed March 10,
2023
                                                            File No. 00141213

       Dear E. Scott Crist:

              We have conducted a targeted review of your filing and have the
following
       comment. Please respond to this comment 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
       comment applies to your facts and circumstances, please tell us why in
your response. After
       reviewing your response to our comment, we may have additional comments.

       Preliminary Proxy Statement on Schedule 14A filed March 10, 2023

       General

   1.                                                   With a view toward
disclosure, please tell us whether your sponsor is, is controlled by, has
                                                        any members who are, or
has substantial ties with, a non-U.S. person. If so, please revise
                                                        your filing to 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
                                                        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. 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
 E. Scott Crist
Industrial Tech Acquisitions II, Inc.
March 21, 2023
Page 2

action by the staff. Please contact Abby Adams at (202) 551-6902 or Celeste
Murphy at (202)
551-3257 with any other questions.



                                                          Sincerely,

FirstName LastNameE. Scott Crist                          Division of
Corporation Finance
                                                          Office of Industrial
Applications and
Comapany NameIndustrial Tech Acquisitions II, Inc.
                                                          Services
March 21, 2023 Page 2
cc:       Richard Anslow, Esq.
FirstName LastName