Item 1.01. Entry into a Material Definitive Agreement.
Overview
On
The transactions contemplated by the Business Combination Agreement are hereinafter referred to as the "Business Combination." The Business Combination Agreement and the transactions contemplated thereby have been unanimously approved by the board of directors of each of SportsMap, Merger Sub, and ICI and by the stockholders of ICI and Merger Sub.
The Business Combination Agreement
The Business Combination
The Business Combination Agreement provides that, on the terms and subject to the conditions of the Business Combination Agreement, Merger Sub will merge with and into ICI (the "Merger") with ICI surviving the Merger as a wholly-owned subsidiary of SportsMap (the "Surviving Company").
The Business Combination is expected to close in the first half of 2023, following the receipt of the required approval of SportsMap's stockholders and the fulfillment or waiver (if permitted by applicable law) of other customary closing conditions. The closing of the Business Combination is referred to herein as the "Closing".
Business Combination Consideration
At the effective time of the Merger (the "Effective Time"), in accordance with the terms and subject to the conditions of the Business Combination Agreement:
· each share of Company Common Stock (as defined in the Business Combination Agreement) issued and outstanding immediately prior to the Effective Time (other than Dissenting Shares (as defined in the Business Combination Agreement) and shares held immediately prior to the Effective Time by ICI as treasury stock) will be converted into the right to receive such number of shares of SportsMap common stock equal to the Exchange Ratio (as defined below),
· each option (a "Company Option") to purchase shares of Company Class
Stock (as defined in the Business Combination Agreement) that is outstanding
and unexercised immediately prior to the Effective Time, whether vested or
unvested, other than any Out-of-the-Money Option (as defined in the Business
Combination Agreement) (the "Participating Company Options"), will be converted
into an option to purchase a number of shares of SportsMap common stock upon
substantially the same terms and conditions (but taking into account any
accelerated vesting provided for in ICI's equity plan or any award agreement by
reason of this Agreement or the transactions contemplated by the Business
Combination Agreement) as are in effect with respect to such Company Option
prior to the Effective Time, except that such option shall represent the right
to receive a number of shares of SportsMap common stock equal to the number of
shares of Company Class B Common Stock subject to such Company Option prior to
the Effective Time multiplied by the Exchange Ratio, and the exercise price per
share shall be equal to the exercise price per share of such Company Option
prior to the Effective Time multiplied by the Exchange Ratio; and each
Out-of-the-Money Option will be cancelled and terminated for no consideration;
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· each share of common stock, par value
and outstanding immediately prior to the Effective Time will be converted into one share of common stock, par value$0.001 per share, of theSurviving Company ;
· each share of ICI common stock held immediately prior to the Effective Time by
ICI as treasury stock will be cancelled and extinguished for no consideration; and
· each Dissenting Share of ICI will not convert in the Merger and will be
entitled to rely on such rights as are granted pursuant toDelaware law, subject to certain conditions set forth in the Business Combination Agreement and in accordance with applicable law.
The "Exchange Ratio" will be determined by (i) dividing the Adjusted Equity
Value by
Pursuant to the Business Combination Agreement, SportsMap will reserve for
issuance 2,400,000 shares of SportsMap common stock (the "Earnout Shares"). The
Earnout Shares will be issued pro rata to the holders of ICI common stock if
either (a) during the period beginning six months after the closing of the
Business Combination and ending on
In addition, the Business Combination Agreement provides that, if ICI raises additional capital by the issuance of convertible promissory notes on or after the date of the Business Combination Agreement but prior to the Closing, such convertible notes will convert into Company Class A Common Stock (as defined in the Business Combination Agreement) immediately prior to the Effective Time and will convert in the Merger in the same manner as Company Common Stock.
Representations and Warranties; Covenants
The Business Combination Agreement contains representations and warranties of each of the parties thereto that are customary for transactions of this type. . . .
Item 3.02. Unregistered Sales of
The disclosure set forth above in Item 1.01 of this Current Report on Form 8-K is incorporated by reference herein. The securities of SportsMap that may be issued in connection with the Business Combination have not and will not as of the Closing have been registered under the Securities Act in reliance upon the exemption provided in Section 4(a)(2) thereof and/or Regulation D promulgated thereunder.
Item 7.01. Regulation FD Disclosure.
On
The foregoing (including Exhibit 99.1) is being furnished pursuant to Item 7.01 of Form 8-K and will not be deemed to be filed for purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the "Exchange Act"), or otherwise be subject to the liabilities of that section, nor will it be deemed to be incorporated by reference in any filing under the Securities Act or the Exchange Act.
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Additional Information and Where to Find It
This Current Report relates to a proposed business combination transaction
involving SportsMap and ICI. A full description of the terms of the proposed
transaction will be provided in a proxy statement of SportsMap to be filed by
SportsMap with the
Participants in the Solicitation
SportsMap, ICI and their respective directors and executive officers may be
considered participants in the solicitation of proxies with respect to the
potential transaction described herein under the rules of the
Cautionary Note Regarding Forward-Looking Statements
This Current Report contains forward-looking statements, within the meaning of
the Private Securities Litigation Reform Act of 1995, as amended. Generally,
statements that are not historical facts, including statements concerning
SportsMap's or ICI's possible or assumed future actions, business strategies,
events or results of operations, the anticipated benefits of the proposed
transaction, SportsMap's or ICI's ability to close the proposed transaction, the
combined company's ability to remain listed, and qualify for listing, on Nasdaq,
and the expected financial impacts of the proposed transaction, are
forward-looking statements. These statements may be preceded by, followed by or
include the words "believes," "predicts," "estimates," "expects," "projects,"
"forecasts," "may," "will," "would," "should," "seeks," "plans," "scheduled,"
"anticipates," "intends," "future," "potential," "opportunity," or other similar
expressions, the negatives of these terms or variations of them, although not
all forward-looking statements will include such identifying words.
Forward-looking statements are predictions, projections and other statements
about the future events that are based on SportsMap's or ICI's current
expectations and assumptions and, as a result, are inherently subject to risks
and uncertainties that may cause actual events, results or performance to differ
materially from those indicated by such statements. Certain of these risks are
identified and discussed in SportsMap's Form 10-K for the year ended
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In addition to factors previously disclosed in SportsMap's reports filed with
the
These forward-looking statements are expressed in good faith, and SportsMap and ICI believe there is a reasonable basis for them. However, there can be no assurance that the events, results or trends identified in these forward-looking statements will occur or be achieved. Nothing in this Current Report should be regarded as a representation by any person that the forward-looking statements set forth herein will be achieved or that any of the contemplated results of such forward-looking statements will be achieved. Neither ICI nor SportsMap gives any assurance that any of ICI or SportsMap, or the combined company, will achieve expectations. Forward-looking statements speak only as of the date they are made, and neither SportsMap nor ICI is under any obligation, and expressly disclaim any obligation, to update, alter or otherwise revise any forward-looking statement, whether as a result of new information, future events or otherwise, except as required by law.
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This Current Report is not intended to be all-inclusive or to contain all the information that a person may desire in considering an investment in SportsMap or ICI and is not intended to form the basis of an investment decision in SportsMap or ICI. All subsequent written and oral forward-looking statements concerning SportsMap and ICI, the proposed transaction or other matters and attributable to SportsMap and ICI or any person acting on their behalf are expressly qualified in their entirety by the cautionary statements above.
No Offer or Solicitation
This Current Report does not constitute a proxy statement or solicitation of a proxy, consent, vote or authorization with respect to any securities or in respect of the potential transaction and shall not constitute an offer to sell or exchange, or a solicitation of an offer to buy or exchange any securities, nor shall there be any sale of any such securities in any state or jurisdiction in which such offer, solicitation or sale would be unlawful prior to registration or qualification under the securities laws of such state or jurisdiction. No offer of securities shall be made except by means of a prospectus meeting the requirements of Section 10 of the Securities Act, or an exemption therefrom.
Item 9.01. Financial Statements and Exhibits.
(d) Exhibits. Exhibit No. Description 2.1† Business Combination, dated as ofDecember 5, 2022 , by and amongSportsMap Tech Acquisition Corp. ,Infrared Cameras Holdings, Inc. , andICH Merger Sub Inc. 10.1 Sponsor Letter Agreement, dated as ofDecember 5, 2022 , amongSportsMap Tech Acquisition Corp. and the Insiders party thereto. 10.2 Transaction Support Agreement, dated as ofDecember 5, 2022 , amongSportsMap Tech Acquisition Corp. ,Infrared Cameras Holdings, Inc. and the Holders party thereto. 99.1 Press Release datedDecember 6, 2022 . 104 Cover Page Interactive Data File (embedded within the Inline XBRL document). † Certain of the exhibits and schedules to this exhibit have been omitted in accordance with Regulation S-K Item 601(b)(2). The Registrant agrees to furnish supplementally a copy of all omitted exhibits and schedules to theSEC upon its request. 9
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