Item 7.01. Regulation FD Disclosure.
Attached as Exhibit 99.1 is an investor presentation dated December 2022 that
SportsMap Tech Acquisitions Corp. (the "Company" or "SportsMap") and Infrared
Cameras Holdings, Inc. ("ICI") have prepared for use in connection with the
previously announced business combination among the Company, ICI, and ICH Merger
Sub Inc.
The information in this Item 7.01 and Exhibit 99.1 attached hereto shall not be
deemed "filed" for purposes of Section 18 of the Securities Exchange Act of
1934, as amended (the "Exchange Act"), or otherwise subject to the liabilities
of that section, nor shall it be deemed incorporated by reference in any filing
under the Securities Act or the Exchange Act, except as expressly set forth by
specific reference in such filing.
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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 Securities and Exchange Commission (the "SEC"). SportsMap
urges investors, stockholders and other interested persons to read, when
available, the preliminary proxy statement, as well as other documents filed by
SportsMap with the SEC, because these documents will contain important
information about SportsMap, ICI and the proposed transaction. After review by
the SEC, the definitive proxy statement will be mailed to stockholders of
SportsMap as of a record date to be established for voting on the proposed
transaction. Stockholders will also be able to obtain a copy of the proxy
statement, without charge, by directing a request to: SportsMap Tech Acquisition
Corp., 5353 West Alabama Suite 415, Houston, TX 77056. The preliminary and
definitive proxy statement, once available, can also be obtained, without
charge, at the SEC's website (www.sec.gov).
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 SEC. Information
about such persons and a description of their interests will be contained in the
transaction proxy statement when it is filed with the SEC. Information about
SportsMap's directors and executive officers and their ownership of SportsMap
common stock is set forth in SportsMap's Annual Report on Form 10-K for the year
ended December 31, 2021, filed with the SEC on June 21, 2022. These documents
can be obtained free of charge from the sources indicated above.
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 December
31, 2021, or will be identified and discussed in the proxy statement to be filed
in relation to the proposed transaction discussed above. These risk factors will
be important to consider in determining future results and should be reviewed in
their entirety.
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In addition to factors previously disclosed in SportsMap's reports filed with
the SEC and those identified elsewhere in this Current Report, the following
factors, among others, could cause actual results to differ materially from
forward-looking statements or historical performance: ability to meet the
closing conditions to the merger, including approval by stockholders of
SportsMap on the expected terms and schedule and the risk that regulatory
approvals required for the merger are not obtained or are obtained subject to
conditions that are not anticipated; delay in closing the merger; occurrence of
any event, change or other circumstance that could give rise to the termination
of the business combination agreement relating to the proposed transaction;
failure to realize the benefits expected from the proposed transaction, which
may be affected by a variety of factors, including changes in the competitive
and regulated industries in which ICI operates, variations in performance across
competitors and partners, changes in laws and regulations affecting ICI's and
the combined company's business and the ability of ICI and the combined company
to retain its management and key employees; the effects of pending and future
legislation; risks relating to the uncertainty of projected information,
including ICI's ability to project future capital needs, cash utilization and
potential cash inflows; risks related to disruption of management time from
ongoing business operations due to the proposed transaction; effects of the
announcement or pendency of the proposed transaction on ICI's business or
employee relationships, operating results and business generally; business
disruption following the proposed transaction; risks related to difficulties in
retaining employees of ICI as a result of the proposed transaction; the highly
competitive nature of ICI's industry; changes in legal or regulatory framework
or outcome of any legal proceedings that may be instituted against ICI or
against SportsMap related to the business combination agreement or the proposed
transaction; the ability to maintain the listing of SportsMap's securities on a
national securities exchange; the ability to implement business plans, forecasts
and other expectations after the completion of the proposed transaction; the
risk that demand for the combined company's products do not grow as expected;
the ability of the combined company to retain existing customers and attract new
customers; the potential inability of the combined company to manage growth
effectively; the enforceability of ICI's intellectual property rights and the
potential infringement on the intellectual property rights of others; the risk
that the combined company may fail to keep pace with rapid technological
developments to provide new and innovative products or make substantial
investments in unsuccessful new products; the combined company's ability to
attract new customers and to retain existing customers in order to continue to
expand; the combined company's ability to hire and retain qualified personnel;
the risk that the combined company experiences difficulties in managing its
growth and expanding operations; SportsMap's ability to meet The Nasdaq Global
Market's listing standards at or following the consummation of the transaction;
the risk that ICI will not meet the milestones for funding; cybersecurity risks;
the effects of COVID-19 or other public health crises or other climate related
conditions on ICI's business and results of operations and the global economy
generally; the price of the combined company's securities, including volatility
resulting from changes in the industries in which ICI plans to operate,
variations in performance across competitors, changes in laws and regulations
affecting ICI's business and changes in the combined company's capital
structure; changes to the combined company's accounting methods; and costs
related to the proposed transaction and the failure to realize anticipated
benefits of the proposed transaction.
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
99.1 Investor Presentation dated December 2022.
104 Cover Page Interactive Data File (embedded within the Inline XBRL
document).
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