CUSIP
No. 84921J 108 |
SCHEDULE
13D |
Page
1 of 6 Pages |
1 |
NAME OF REPORTING PERSONS
SportsMap, LLC |
2 |
CHECK
THE APPROPRIATE BOX IF A MEMBER OF A GROUP |
(a) ¨
(b) ¨ |
3 |
SEC
USE ONLY |
4 |
SOURCE OF FUNDS
WC |
5 |
CHECK BOX
IF DISCLOSURE OF LEGAL PROCEEDING IS REQUIRED PURSUANT TO ITEM 2(d) or 2(e) |
¨ |
6 |
CITIZENSHIP OR PLACE OF ORGANIZATION
Delaware |
NUMBER
OF
SHARES
BENEFICIALLY
OWNED BY EACH
REPORTING
PERSON WITH |
7 |
SOLE VOTING POWER
- 0 - |
8 |
SHARED VOTING POWER
2,680,000 (1) |
9 |
SOLE DISPOSITIVE POWER
- 0 - |
10 |
SHARED DISPOSITIVE POWER
2,680,000 (1) |
11 |
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH PERSON
2,680,000 (1) |
12 |
CHECK
IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES |
¨ |
13 |
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) (see Item 5(a))
51.7% (2) |
14 |
TYPE OF REPORTING PERSON
OO |
(1) Consists of shares of
the Issuer’s common stock, $0.0001 par value (“Common Stock”). These securities are held directly by SportsMap, LLC
(the “Sponsor”) and indirectly by David Gow, who is the manager of the Sponsor and the Chief Executive Officer and a director
of the Issuer. Mr. Gow disclaims beneficial ownership of such securities except to the extent of his pecuniary interest therein.
(2) Based on 5,184,944 shares of Common Stock outstanding as of May
31, 2023.
CUSIP
No. 84921J 108 |
SCHEDULE
13D |
Page
2 of 6 Pages |
1 |
NAME OF REPORTING PERSONS
David Gow |
2 |
CHECK
THE APPROPRIATE BOX IF A MEMBER OF A GROUP |
(a) ¨
(b) ¨ |
3 |
SEC
USE ONLY |
4 |
SOURCE OF FUNDS
WC |
5 |
CHECK BOX
IF DISCLOSURE OF LEGAL PROCEEDING IS REQUIRED PURSUANT TO ITEM 2(d) or 2(e) |
¨ |
6 |
CITIZENSHIP OR PLACE OF ORGANIZATION
Delaware |
NUMBER
OF
SHARES
BENEFICIALLY
OWNED BY EACH
REPORTING
PERSON WITH |
7 |
SOLE VOTING POWER
- 0 - |
8 |
SHARED VOTING POWER
2,689,598 (1) |
9 |
SOLE DISPOSITIVE POWER
- 0 - |
10 |
SHARED DISPOSITIVE POWER
2,689,598 (1) |
11 |
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH PERSON
2,689,598(1) |
12 |
CHECK
IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES |
¨ |
13 |
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) (see Item 5(a))
51.9% |
14 |
TYPE OF REPORTING PERSON
IN |
(1) Consists of shares of
the Issuer’s common stock, $0.0001 par value (“Common Stock”). These securities, (1) 2,680,000 shares of Common Stock
are held directly by SportsMap, LLC (the “Sponsor”) and indirectly by David Gow, who is the manager of the Sponsor and the
Chief Executive Officer and a director of the Issuer, and (2) 9,598 share of Common Stock are held directly by Mr. Gow. Mr. Gow
disclaims beneficial ownership of the securities held by Sponsor, except to the extent of his or her pecuniary interest therein.
(2) Based on 5,184,944 shares of Common Stock outstanding as of May
31, 2023.
CUSIP
No. 84921J 108 |
SCHEDULE
13D |
Page
3 of 6 Pages |
Item 1. |
Security and Issuer. |
This statement on Schedule 13D (the “Schedule 13D”) relates
to the common stock, par value $0.0001 per share (“Common Stock”), of SportsMap Tech Acquisition Corp., a Delaware corporation
(the “Issuer”). The principal executive offices of the Issuer are located at 5353 West Alabama, Suite 415, Houston Texas,
77056.
Item 2. |
Identity and Background. |
(a) This Schedule 13D is filed
by SportsMap, LLC (the “Sponsor”) and David Gow (together, the “Reporting Persons”).
(b) The principal business address
of the Reporting Persons is 5353 West Alabama, Suite 415, Houston Texas, 77056
(c) The Sponsor’s sole
business is to act as the Issuer’s sponsor in connection with the Issuer’s initial public offering (the “IPO”).
Mr. Gow is the sole manager of the Sponsor and the Chief Executive Officer and a director of the Issuer.
(d) During the last five years,
neither of the Reporting Persons has been convicted in a criminal proceeding (excluding traffic violations or similar misdemeanors).
(e) During the last five years,
neither of the Reporting Persons has been a party to a civil proceeding of a judicial or administrative body of competent jurisdiction
and as a result of such proceeding was or is subject to a judgement, decree or final order enjoining future violations of or prohibiting
or mandating activities subject to, federal or state securities laws or finding violation with respect to such laws.
(f) The Sponsor is a Delaware
limited liability company. Mr. Gow is a citizen of the United States.
Item 3. |
Source and Amount of Funds or Other Consideration. |
Funds for the purchase of securities reported herein were derived
from available working capital of the Sponsor. The Sponsor paid the Issuer $20,000 for the Founder Shares (as defined in Item 4) and
$5,400,000 for the Private Units (as defined in Item 4) in June of 2021.
On May 17, 2023, Sponsor transferred 160,000 Founder Shares to the
Issuer. On May 17, 2023, Mr. Gow received 9,598 Founder Shares from the Issuer in connection with certain loans made to the Issuer.
Item 4. |
Purpose of Transaction. |
|
|
Founder Shares
Pursuant to the terms of the Subscription Agreements for Founder Shares,
dated June 22, 2021 (the “Founder Shares Subscription Agreements”), between the Sponsor and the Issuer, the Sponsor purchased
2,300,000 shares (“Founder Shares”) of Common Stock of the Issuer for an aggregate purchase price of $20,000 in cash, or
approximately $0.009 per share.
On May 17, 2023, Sponsor transferred 160,000 Founder Shares to the
Issuer. On May 17, 2023, Mr. Gow received 9,598 Founder Shares from the Issuer in connection with certain loans made to the Issuer.
CUSIP
No. 84921J 108 |
SCHEDULE
13D |
Page
4 of 6 Pages |
Private Units
On October 21, 2021, as part of the private placement units purchase
agreement dated October 18, 2021, the Sponsor purchased 540,000 private units (the "Private Units") from the Issuer for an
aggregate purchase price of $5,400,000. Each Private Unit consists of one share of Common Stock and three-quarters of one redeemable
warrant (“Private Warrants”), each whole Private Warrant entitling the holder thereof to purchase one share of Common Stock
at an exercise price of $11.50 per share, subject to adjustment.
The Private Units are identical to the Public Units, except that if
held by the initial purchasers or any of their permitted transferees, the Private Units (i) may be exercised on a cashless basis and
(ii) are not subject to redemption. If the Private Units are held by holders other than the initial purchasers or their permitted transferees,
then the Private Units will be redeemable by the Issuer and exercisable by the holders on the same basis as the Public Units. In addition,
the Private Units are, subject to certain limited exceptions, subject to transfer restrictions until after the completion of the Issuer’s
initial Business Combination (as defined below).
Working Capital Loans
The Reporting Person or the Issuer’s officers, directors or
initial stockholders, or their respective affiliates, may, but are not obligated to, loan the Issuer funds, from time to time or at any
time, in whatever amount they deem reasonable in their sole discretion. Each loan would be evidenced by a promissory note. The notes
would either be paid upon consummation of the Issuer’s initial Business Combination, without interest, or, at the holder’s
discretion, up to $1,000,000 of the notes may be converted into units at a price of $10.00 per unit (“Working Capital Units”).
The Working Capital Units, if any, would be identical to the Private Units. The terms of such loans, if any, have not been determined.
As of May 31, 2023, the Issuer had $1,000,000 in notes outstanding,
issued pursuant to working capital loans received by the Issuer, which are not convertible into Working Capital Units (as defined above).
Mr. Gow currently holds such a note from the Issuer with a face value of $47,990.
Warrant Agreement
The Warrants are governed by the terms of the Warrant Agreement, dated
as of October 18, 2021 (the “Warrant Agreement”), between the Issuer and Continental Stock Transfer & Trust Company (“Continental”),
as warrant agent. Each Warrant entitles the registered holder to purchase one share of Common Stock at a price of $11.50 per share, subject
to adjustment as described therein, at any time commencing on the later of: (i) 30 days after the consummation by the Issuer of a merger,
capital stock exchange, asset acquisition, stock purchase, recapitalization, reorganization or other similar business combination with
one or more businesses or entities (“Business Combination”), or (ii) October 21, 2022, and terminating at 5:00 p.m., New
York City time on the earlier to occur of: (x) five years from the consummation of a Business Combination, (y) the date the Issuer elects
to redeem all Warrants subject to redemption and (z) the liquidation of the Issuer.
Registration Rights
Pursuant to the Registration Rights Agreement, dated as of October
18, 2021 (the “Registration Rights Agreement”), among the Issuer, the Sponsor and certain other security holders, the holders
of the Founder Shares, the Private Units (and underlying securities) and any Working Capital Units (and underlying securities), including
any securities of the Issuer issued as a dividend or other distribution with respect to or in exchange for or in replacement of such
securities (collectively, the “Registrable Securities”), including the Sponsor, are entitled to make up to three demands
that the Issuer register such securities. In addition, the holders of the Registrable Securities, including the Sponsor, have certain
“piggy-back” registration rights with respect to registration statements filed subsequent to the Issuer’s consummation
of a Business Combination.
CUSIP
No. 84921J 108 |
SCHEDULE
13D |
Page
5 of 6 Pages |
Letter Agreement
On October 18, 2021, the Issuer entered into a letter agreement (the
“Letter Agreement”) with the Reporting Person and the other parties thereto (collectively, the “Insiders”). Under
the Letter Agreement, among other matters, the Insiders agreed with the Issuer: (i) that they will not propose, or vote in favor of,
any amendment to the Issuer’s amended and restated certificate of incorporation (“Certificate of Incorporation”) (A)
to modify the substance or timing of the Issuer’s obligations with respect to conversion rights as described in the Registration
Statement or (B) with respect to any other provision relating to stockholders’ rights or pre-initial Business Combination activity,
unless the Issuer provides public stockholders with the opportunity to convert their shares upon the approval of any such amendment;
(ii) that if the Issuer solicits approval of its stockholders of a Business Combination, the Insiders will vote all shares of Common
Stock beneficially owned by them, whether acquired before, in, or after the IPO, in favor of such Business Combination; and (iii) to
waive any right to exercise redemption rights with respect to any shares of Common Stock owned or to be owned by them, directly or indirectly
(or to sell such shares to the Issuer in a tender offer), whether acquired before, in or after the IPO, and not to seek redemption with
respect to such shares in connection with any vote to approve a Business Combination (or sell such shares to the Issuer in a tender offer
in connection with such a Business Combination) or any amendment to the Issuer’s amended and restated certificate of incorporation
prior thereto.
The foregoing summary of certain terms of the Private Units Subscription
Agreement, the Warrant Agreement, the Registration Rights Agreement and the Letter Agreement is not complete and is qualified in its
entirety by reference to the full text of the documents, which are incorporated by reference as Exhibits 1-4 to this Schedule 13D.
Except as set forth herein, neither of the Reporting Persons has any
present plan or proposal that would relate to or result in any of the matters set forth in subparagraphs (a) - (j) of Item 4 of Schedule
13D. The Reporting Persons intend to review the Reporting Person’s investment in the Issuer on a continuing basis. Depending on
various factors including, without limitation, the Issuer’s financial position and strategic direction, actions taken by the board
of directors, price levels of the Units, other investment opportunities available to the Reporting Persons, conditions in the securities
market and general economic and industry conditions, the Reporting Person may in the future take such actions with respect to the Reporting
Persons’ investment in the Issuer as they deem appropriate including, without limitation, purchasing additional Units or selling
some or all of their Units and, alone or with others, pursuing discussions with the management, the board of directors, other stockholders
of the Issuer and third parties with regard to their investment in the Issuer, and/or otherwise changing their intention with respect
to any and all matters referred to in Item 4 of Schedule 13D.
Item 5. |
Interest in Securities of the Issuer. |
(a) - (b) As described in Item 4, the
Reporting Persons may be deemed the beneficial owner of 2,689,598 shares of Common Stock, in each case directly held by the Reporting
Person, representing approximately 51.9% of the outstanding units. This does not include shares issuable upon exercise of the Private
Warrants because the Private Warrants are not exercisable within the following 60 days.
The aggregate percentage of Common Stock beneficially owned
by the Reporting Persons is calculated based upon 5,184,944 shares of Common Stock, as reported by the Issuer’s Current Report
on Form 8-K, filed with the Securities and Exchange Commission on April 20, 2023.
By virtue of his control of the Sponsor, Mr. Gow has the
sole power to (i) vote or direct the voting and (ii) dispose or direct the disposition of all of the shares of Common Stock beneficially
owned by the Sponsor.
(c) Other than the transactions
described in Items 3 and 4 above, the Reporting Person has not effected any transactions in the Common Stock in the past 60 days.
(d) Not applicable.
(e) Not applicable.
CUSIP
No. 84921J 108 |
SCHEDULE
13D |
Page
6 of 6 Pages |
Item 6. |
Contracts, Arrangements, Understandings or Relationships With Respect
to Securities of the Issuer. |
Other than the agreements described in Item 4 and relationships described
in Item 2, as of the date hereof, there are no contracts, arrangements, understandings or relationships (legal or otherwise) among the
persons named in Item 2 hereof and between such persons and any person with respect to any securities of the Issuer.
Item 7. |
Material to be Filed as Exhibits. |
|
|
|
|
1 |
Private Placement Units Subscription Agreement,
between the Issuer and the Sponsor (incorporated by reference to Exhibit 10.5 to the Issuer’s Registration Statement on Form
S-1 (File No. 333-259912), filed with the Securities and Exchange Commission on September 30, 2021). |
|
|
2 |
Warrant Agreement, dated October 18, 2021, between the Issuer and Continental
Stock Transfer & Trust Company (incorporated by reference to Exhibit 4.1 to the Issuer’s Current Report on Form 8-K, filed
with the Securities and Exchange Commission on October 21, 2021). |
|
|
3 |
Registration Rights Agreement, dated October 18, 2021, among the Issuer,
the Sponsor and certain other securityholders (incorporated by reference to Exhibit 10.3 to the Issuer’s Current Report on
Form 8-K, filed with the Securities and Exchange Commission on October 21, 2021). |
|
|
4 |
Letter Agreement, dated October 18, 2021, among the Issuer, the Reporting
Persons and the other parties thereto (incorporated by reference to Exhibit 10.1 to the Issuer’s Current Report on Form 8-K,
filed with the Securities and Exchange Commission on October 21, 2021). |
|
|
5
|
Joint Filing Agreement, dated as of November 3, 2021, among
the Reporting Persons (incorporated by reference to Exhibit 5 to the Reporting Persons' Schedule 13D filed with the Securities and Exchange Commission on November 4, 2021). |
|
|
6 |
Form of Loan Agreeement (incorporated by reference to Exhibit
10.1 to the Issuer’s Current Report on Form 8-K, filed with the Securities and Exchange Commission on May 23, 2023). |
|
|
7 |
Share Transfer Agreement, dated May 17, 2023, among the Issuer,
the Reporting Persons and the other parties thereto (incorporated by reference to Exhibit 10.2 to the Issuer’s Current Report
on Form 8-K, filed with the Securities and Exchange Commission on May 23, 2023). |
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SIGNATURES
After reasonable inquiry and to the best of his
or its knowledge and belief, each of the undersigned certifies that the information set forth in this statement is true, complete and
correct.
|
Date: May 31, 2023 |
|
|
SportsMap, LLC |
|
|
By: |
/s/ David Gow |
|
|
Name: David Gow |
|
|
Title: Manager |
|
|
/s/ David Gow |
|
David Gow |