Check the appropriate box below if the Form 8-K
filing is intended to simultaneously satisfy the filing obligation to the registrant under any of the following provisions:
Indicate by check mark whether the registrant
is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 or Rule 12b-2 of the Securities Exchange Act of 1934.
If an emerging growth company, indicate by check
mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting
standards provided pursuant to Section 13(a) of the Exchange Act. ¨
Item 7.01. Regulation
FD Disclosure.
Attached as Exhibit 99.1
is an investor presentation dated June 2023 that SportsMap Tech Acquisitions Corp. (the “Company” or “SportsMap”)
and Infrared Cameras Holdings, Inc. (“ICI”) have prepared for use in connection with an investor presentation that the Company
and ICI regarding the business combination pursant to the Business Combination Agreement (the “Business Combination Agreement”)
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.
Additional Information and Where to Find It
This Current Report relates
to a proposed business combination transaction involving SportsMap and ICI. In connection with the proposed transaction, SportsMap initially filed the Proxy Statement on Schedule 14A with the SEC on May 10, 2023
(the "Proxy Statement"). SportsMap will also file other documents regarding the proposed transaction with the SEC. Before making any voting
decision, investors and securityholders of SportsMap are urged to read the Proxy Statement and all other relevant documents filed or that
will be filed with the SEC in connection with the proposed transaction as they become available because they will contain important information
about 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. Additional information regarding the interests of those persons and other persons who may be deemed participants in the proposed transaction
may be obtained by reading the Proxy Statement regarding the proposed transaction. 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, 2022, filed with the SEC on March 31, 2023. 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, 2022, or the Proxy Statement. These risk factors will be important to consider
in determining future results and should be reviewed in their entirety.
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.
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.
SIGNATURE
Pursuant to the requirements
of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto
duly authorized.
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SPORTSMAP TECH ACQUISITION CORP. |
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Date: June 16, 2023 |
By: |
/s/ David Gow |
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Name: |
David Gow |
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Title: |
Chief Executive Officer |