SportsMap Tech Acquisition Corp.
PROPOSED BUSINESS COMBINATION: Infrared Cameras Holdings, Inc.
ENTERPRISE VALUE: $TBD million
ANTICIPATED SYMBOL: SMAP
SportsMap Tech Acquisition Corp. proposes to combine with Infrared Cameras Holdings, Inc.
Founded in 1995, ICI develops and manufactures infrared-sensor systems. It offers handheld and fixed hardware, complemented by on-device and cloud-based software. The Company’s solutions are deployed across a wide range of industries, including oil & gas, distribution & logistics, manufacturing and utilities.
SUBSEQUENT EVENT – 12/1/23 – LINK
- On December 1, 2023, SportsMap agreed to sell $6.805 million in convertible notes to various investors, with the closing of these notes contingent upon the completion of a business combination.
- Some of these notes replace existing SportsMap notes, while others provide new cash proceeds to the company.
- Key company figures, including CEO David Gow and director Steven Webster, are participating in this financing by converting their existing notes rather than cash repayment.
- The deal was approved by an independent board committee.
- The notes will mature three years after closing and can be converted into shares at $10.00 each.
- SportsMap cannot repay the notes before maturity without the note holder’s consent.
- Interest on these notes is 9% per annum, payable quarterly, and increases to 15% in the event of a default.
- Interest can be paid in cash or stock, with an 11% interest rate if paid in stock.
- Additionally, investors will receive warrants to buy more shares at $11.50 each, exercisable until the fifth anniversary of the closing.
- There are restrictions on transferring these financial instruments for the first six months.
- SportsMap will not issue shares beyond what the stock market rules allow unless shareholder approval is obtained.
- They will also file a registration statement with the SEC for these securities and face penalties if there are delays in this registration process beyond specified deadlines.
EXTENSION – 4/20/23 – LINK
- The SPAC approved the extension from April 20, 2023 to December 20, 2023.
- 9,865,056 shares were redeemed for $10.40 per share.
- $0.05/share per month will be deposited into the trust account.
TRANSACTION
- SMAP will acquire ICI for a pre-money equity valuation of $100 million.
- Existing ICI shareholders will roll all their equity into the combined company.
- Assuming there are no redeeming stockholders requiring payment from SMAP’s trust account, gross proceeds of approximately $118 million will be released to the combined company from the trust account in connection with the transaction.
- The transaction is expected to close in the first half of 2023.
SPAC FUNDING
- There is no additional funding for this transaction
EARNOUT
Company
- SportsMap will reserve for issuance 2,400,000 shares of common stock.
- 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 December 31, 2024, the common stock of the post-closing public company achieves a market price of $12.50 per share for a specified number of days, or the combined company consummates a transaction in which its stockholders have the right to receive consideration implying a value of at least $12.50 per share, or
- (b) PubCo achieves revenue of $68.5 million during the fiscal year ending December 31, 2024, subject to certain limitations set forth in the Business Combination Agreement.
- The Earnout Shares will be issued pro rata to the holders of ICI common stock if either
LOCK-UP
- Sponsor and Company
- 50% 6 months following the Closing Date or if the share price equals or exceeds $12.50 for 20/30 trading days
- Remaining 50% 6 months after the Closing Date
NOTABLE CONDITIONS TO CLOSING
- The aggregate proceeds available to the Surviving Company following the Business Combination being in excess of $10,000,000
NOTABLE CONDITIONS TO TERMINATION
- By either SportsMap or ICI if the Business Combination is not consummated by June 30, 2023, provided that such date may be extended by ICI by an additional 60 days under certain circumstances set forth in the Business Combination Agreement [On 6/28/23, the Outside Date was amended to December 20, 2023]
ADVISORS
- Latham & Watkins LLP is acting as legal advisor to Infrared Cameras.
- ArentFox Schiff LLP is acting as legal advisor to SportsMap.
- Craig-Hallum Capital Group LLC and Roth Capital Partners LLC are serving as financial advisors to SportsMap.
MANAGEMENT & BOARD
Executive Officers
David Gow, 58
Chief Executive Officer
In August 2007, Mr. Gow founded Gow Media, a multi-platform media company with a portfolio of platforms, including ESPN Radio Houston, the SportsMap Radio Network and digital content sites, CultureMap, SportsMap, InnovationMap and AutomotiveMap, and he has continued to serve as its Chairman and CEO since such time. Prior to Gow Media, between April 2002 to August 2007, Mr. Gow worked as a management consultant, providing advisory services involving strategic planning, fundraising, financial reviews and identification of new business opportunities for a portfolio of clients with a focus on ecommerce. From January 1999 through April 2002, Mr. Gow worked at Ashford.com, first as the CFO, leading a successful IPO, and ultimately as the CEO. From January 1996 to December 1998, Mr. Gow was the Director of Corporate Strategy at Compaq Computers, and from August 1993 to January 1996, Mr. Gow was a consultant at McKinsey & Co. He received his BA in Economics from Williams College in 1985 and a MPP degree from Harvard University in 1993.
Jacob Swain, 40
Chief Financial Officer
Mr. Swain is the CEO of Incrementum, LLC, a company he founded in 2019 specializing in financial and information systems consulting. Before founding Incrementum, Mr. Swain served as the CEO of BBB Tank Services from 2016 through 2019 and the CFO from 2009 through 2016. BBB Tank Services provides construction and repair services for the aboveground storage tank industry. Mr. Swain served as the CTO and CFO of Bellatorum Resources, a company specializing in mineral rights investments, from March through November of 2019. Mr. Swain earned a BA from the University of Hawaii, a MS from the University of Houston, and a MBA from Rice University. Mr. Swain served in the United States Air Force from 2000 through 2004 with duty assignments in Texas, Germany, Qatar, and Hawaii.
Lawson Gow, 31
Chief Strategy Officer
He is the son of David Gow, who serves as our CEO. Lawson Gow is the Founder & President of The Cannon, an organization that provides startup businesses, investment groups, governments, corporations, and other strategic organizations with a variety of innovation solutions and incubator workspace, which he launched in 2017. Prior to The Cannon, Mr. Gow worked as an investment analyst for the global corporate venture capital firm, KPMG Capital, where he led the investment decisions of the $100M fund into technology startups, a role he held from 2013 to 2017. Mr. Gow is a board member of Central Houston Organization, an entity responsible for managing much of the funding and strategy associated with the growth and development of Downtown Houston, and a member of the Houston 2026 World Cup Bid Committee, an entity formed to develop a formal bid to the FIFA World Cup international site selection team on behalf of The City of Houston. Mr. Gow received the Houston Business Journal’s 40 Under 40 Award in 2019. Mr. Gow earned a B.A. from Rice University.
Board of Directors
David Graff, 38
Director Nominee
In 2000, Mr. Ryan became the Founder & CEO of Ryan-Sanders Baseball, Inc., an entity that owns the Round Rock Express, the Triple-A affiliate of the Texas Rangers of Major League Baseball. Ryan-Sanders Baseball, Inc. is an ownership group that includes his father, Hall of Fame pitcher Nolan Ryan, his brother, Reese, and former Houston Astros part-owner Don Sanders. Mr. Ryan also serves on the board for Major League Baseball player development license group. In 2013, Mr. Ryan left Ryan-Sanders to become the president of the Houston Astros and served in this position from 2013 to 2019, which included two trips to the World Series and a World Championship in 2017, and thereafter became Executive Advisor of Business Relations in 2020. Currently, he is the executive producer for a feature length “30-for-30 style” documentary on Nolan Ryan which will debut in 2022. Mr. Ryan also runs a family office that invests in sports tech properties and other sports-related companies. Mr. Ryan is also a former college and professional baseball player. He attended the University of Texas at Austin before transferring to Texas Christian University, where he finished his collegiate career.
Oliver Luck, 61
Director Nominee
Mr. Graff is the CEO of Hudl, a large sports technology company headquartered in Lincoln, Nebraska, that he co-founded in 2006. Hudl is a software platform that helps coaches and athletes prepare for and stay ahead of the competition with video. Hudl offers a suite of products that over 180,000 global sports teams use at every level—from youth to professional organizations—to combine video and data to improve performance and showcase talent. Mr. Graff also serves on the board of directors for Nelnet (NYSE: NNI) and Assurity, both headquartered in Lincoln, Neb., and is a trustee for the University of Nebraska Foundation and an advisory board member for the Raikes School. In 2010, Mr. Graff was named on Forbes’ 30 Under 30 list. Mr. Graff received an undergraduate degree in accounting and an MBA from the University of Nebraska-Lincoln in the Jeffrey S. Raikes School in Computer Science and Management.
Reid Ryan, 49
Director Nominee
From June 2018 to April 2020, Mr. Luck served as the CEO and Commissioner of the XFL until it suspended operations due to the COVID-19 pandemic. From June 2010 through 2017, Mr. Luck served as the Athletic Director at West Virginia University, his alma mater. In October 2013, Mr. Luck was one of 13 members unanimously chosen by the College Football Playoff Management Committee to select the four teams to compete in the first College Football Playoff which was to be held in 2015. In December 2014, Mr. Luck became the EVP for Regulatory Affairs for the NCAA. From 2005 to 2010, Mr. Luck was the first president and general manager of the Houston Dynamo of Major League Soccer. From 2001 to 2005, he was the CEO of the Houston Sports Authority, the governmental entity created in 1997 to provide the financing, construction, and management oversight of the three large sports and entertainment venues in Houston– Minute Maid Park (home of the Houston Astros), NRG Stadium, (home of the Houston Texans), and the Toyota Center (home of the Houston Rockets). Prior to joining the Sports Authority, Mr. Luck was a top-ranking executive with the National Football League for more than ten years, where he served as Vice President of Business Development and President and CEO of NFL Europe. Mr. Luck spent five seasons in the National Football League as a quarterback for the Houston Oilers (1982–1986). After retiring from pro football, Mr. Luck earned a J.D. from the University of Texas School of Law.
Steve Webster, 69
Director Nominee
In 2005, Mr. Webster co-founded Avista Capital Partners, a large private equity firm, where he continues to serve as a Managing Director. In 2017, Mr. Webster co-founded Avista Energy Capital, a private equity firm making direct equity investments in energy companies. During his career, Mr. Webster has served on numerous public boards, including currently on Callon Petroleum (NYSE) since 2020, Oceaneering International (NYSE) since 2015 and Camden Property Trust (NYSE) since 1993. He is also active on numerous boards of private companies in which he holds investments. Mr. Webster is Managing Partner of AEC Partners (investing in energy) which he co-founded as well as Kestrel Capital, a family-owned partnership which has invested in a variety of businesses, including Gow Media. Since 2010, Mr. Webster has been an active investor in multi-family housing, land and other real estate with several different partners. Mr. Webster earned a BS and honorary doctorate from Purdue University and a MBA from Harvard Business School, where he was named a Baker Scholar.