Item 1.01. Entry into a Material Definitive
Agreement.
As
previously disclosed, on December 5, 2022, SportsMap Tech Acquisition Corp., a Delaware corporation (“SportsMap”),
entered into an Business Combination Agreement (as amended, and as it may be further amended, supplemented or otherwise modified from
time to time, the “Business Combination Agreement”), by and among SportsMap and Infrared Cameras Holdings, Inc., a
Delaware corporation (“ICI”), and ICH Merger Sub Inc., a Delaware corporation and wholly-owned subsidiary of SportsMap
(“Merger Sub”). Upon consummation of the transactions contemplated by 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 transactions contemplated by the Business Combination Agreement are hereinafter
referred to as the “Business Combination.”
On
June 27, 2023, the parties to the Business Combination Agreement entered into Amendment No. 1 to the Business Combination Agreement (the
“Amendment”) pursuant to which the parties agreed to extend the date by the the parties must consummate the Business
Combination, or otherwise have the right to terminate the Business Combination Agreement, from June 30, 2023 to December 20, 2023, without
any right of extension.
The
foregoing descriptions of the Business Combination Agreement and the Amendment are not complete and are subject to and qualified in their
entirety by reference to the Business Combination Agreement and the Amendment, copies of which are filed with this Current Report on Form
8-K as Exhibits 2.1 and 2.2, respectively, and the terms of which are incorporated by reference herein.
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 a preliminary 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 definitive Proxy Statement, when available, 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. When available, stockholders will also be able to obtain a copy of the definitive 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.
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.