What changed in this filing

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Item 1. Financial Statements

2022-08-22 compared with 2022-07-19 · 90 added, 54 removed, 269 unchanged (35% of the section changed)

2 unchanged sentences

CONDENSED BALANCE SHEETS

Prepaid expenses

Prepaid expenses - current

Total current assets

3 unchanged sentences

Accrued offering costs and expenses

Income tax payable

Due to related party

1 unchanged sentence

Commitments and Contingencies (Note 6)

Common stock subject to possible redemption, 11,500,000 shares at redemption value of $ 10.20

Common stock subject to possible redemption, 11,500,000 shares at redemption value of $ 10.21 and $ 10.20 as of June 30, 2022 and December 31, 2021, respectively

Stockholders’ Equity:

4 unchanged sentences

100,000,000 shares authorized;

3,550,000 shares issued and outstanding (excluding 11,500,000 shares subject to possible redemption)

3,550,000 shares issued and outstanding (excluding 11,500,000 shares subject to possible redemption) as of June 30, 2022 and December 31, 2021

Additional paid-in capital

4 unchanged sentences

SPORTSMAP TECH ACQUISITION CORP.

UNAUDITED CONDENSED STATEMENT OF OPERATIONS

FOR THE THREE MONTHS ENDED MARCH 31, 2022

UNAUDITED CONDENSED STATEMENTS OF OPERATIONS

(Inception) to

Formation and operating cost

Loss from operations

Interest earned on cash and securities held in Trust Account

Other income:

Interest earned on investments held in Trust Account

Total other income

Loss before provision for income taxes

Provision for income taxes

Basic and diluted weighted average shares outstanding, redeemable shares

Basic and diluted net loss per common stock, redeemable shares

Basic and diluted loss per common stock, redeemable shares

Basic and diluted weighted average shares outstanding, non-redeemable shares

Basic and diluted net loss per common stock, non-redeemable shares

Basic and diluted loss per common stock, non-redeemable shares

The accompanying notes are an integral part of these unaudited condensed financial statements.

SPORTSMAP TECH ACQUISITION CORP.

UNAUDITED CONDENSED STATEMENT OF CHANGES IN STOCKHOLDERS’ EQUITY

FOR THE THREE MONTHS ENDED MARCH 31, 2022

UNAUDITED CONDENSED STATEMENTS OF CHANGES IN STOCKHOLDERS’ EQUITY

FOR THE THREE AND SIX MONTHS ENDED JUNE 30, 2022

Stockholders’

Balance as of December 31, 2021

Balance as of March 31, 2022 (unaudited)

Balance as of March 31, 2022

Remeasurement of carrying value to redemption value of shares subject to redemption

Balance as of June 30, 2022

FOR THE PERIOD FROM MAY 14, 2021 (INCEPTION) THROUGH JUNE 30, 2021

Stockholders’

Balance as of May 14, 2021 (inception)

Issuance of common stock to Sponsor

Net income (loss)

Balance as of June 30, 2021

The accompanying notes are an integral part of these unaudited condensed financial statements.

SPORTSMAP TECH ACQUISITION CORP.

UNAUDITED CONDENSED STATEMENT OF CASH FLOWS

FOR THE THREE MONTHS ENDED MARCH 31, 2022

UNAUDITED CONDENSED STATEMENTS OF CASH FLOWS

For the Period

from May 14, 2021

(inception) through

Cash Flows from Operating Activities:

Adjustments to reconcile net loss to net cash used in operating activities:

Interest earned on cash and securities held in Trust Account

Interest earned on investments held in Trust Account

Formation costs paid by related party

Changes in operating assets and liabilities:

Accounts receivable

Prepaid expenses

Accrued offering costs and expenses

Income tax payable

Due to related party

Net cash used in operating activities

Cash Flows from Financing Activities:

Proceeds from issuance of common stock to Sponsor

Net cash provided by financing activities

Net Change in Cash

Cash, beginning of the period

Cash, end of the period

Cash – Beginning of period

Cash – End of period

Supplemental disclosure of non-cash financing activities:

Deferred offering costs paid by Sponsor under promissory note

Remeasurement of common stock subject to possible redemption

The accompanying notes are an integral part of these unaudited condensed financial statements.

1 unchanged sentence

NOTES TO CONDENSED FINANCIAL STATEMENTS

March 31, 2022

June 30, 2022

Note 1 — Organization and Business Operations

3 unchanged sentences

The Company does not have any specific Business Combination under consideration and it has not (nor has anyone on its behalf), directly or indirectly, contacted any prospective target business or had any substantive discussions, formal or otherwise, with respect to such a transaction with the Company.

As of March 31, 2022, the Company had not commenced any operations.

All activity for the period from May 14, 2021 (inception) through March 31, 2022 relates to the Company’s formation and the initial public offering described below.

As of June 30, 2022, the Company had not commenced any operations.

All activity for the period from May 14, 2021 (inception) through June 30, 2022 relates to the Company’s formation and the initial public offering described below.

The Company will not generate any operating revenues until after the completion of its initial Business Combination, at the earliest.

29 unchanged sentences

Liquidity and Capital Resources

As of March 31, 2022, the Company had $ 680,069 in its operating bank account, and working capital of $ 1,031,430 , excluding franchise tax payable.

The Company’s liquidity needs through March 31, 2022 were satisfied through a payment from the Sponsor of $ 25,000 (see Note 5) for the Founder Shares to cover certain offering costs and the loan under an unsecured promissory note from the Sponsor of up to $ 400,000 .

As of June 30, 2022, the Company had $ 534,389 in its operating bank account and working capital of $ 864,341 , excluding taxes.

The Company’s liquidity needs through June 30, 2022 were satisfied through a payment from the Sponsor of $ 25,000 (see Note 5) for the Founder Shares to cover certain offering costs and the loan under an unsecured promissory note from the Sponsor of up to $ 400,000 .

The outstanding balance under the promissory note of $ 323,190 was paid in full and the unsecured promissory note is no longer available to the Company.

As of March 31, 2022, no amounts were outstanding under the unsecured promissory note.

As of June 30, 2022, no amounts were outstanding under the unsecured promissory note.

After consummation of the IPO on October 21, 2021, the Company had $ 24,991 in its operating bank account, and working capital of $ 1,463,454 , which included $ 2,150,000 of private placement proceeds receivable from the Sponsor which was received into the Company’s operating bank account on October 22, 2021.

In addition, in order to finance transaction costs in connection with a Business Combination, the Company’s Sponsor or an affiliate of the Sponsor or certain of the Company’s officers and directors may, but are not obligated to, provide the Company Working Capital Loans, as defined below (see Note 5).

As of March 31, 2022, there were no amounts outstanding under any Working Capital Loans.

As of June 30, 2022, there were no amounts outstanding under any Working Capital Loans.

Going Concern

The Company anticipates that the $ 680,069 held outside the Trust Account as of March 31, 2022 may not be sufficient to allow the Company to operate for at least 12 months from the issuance of the financial statements, assuming that a business combination is not consummated during that time.

The Company anticipates that the $ 534,389 held outside the Trust Account as of June 30, 2022 may not be sufficient to allow the Company to operate for at least 12 months from the issuance of the financial statements, assuming that a business combination is not consummated during that time.

Until consummation of its business combination, the Company will be using the funds not held in the Trust Account, and any additional Working Capital Loans (as defined in Note 5) from the initial shareholders, certain of the Company’s officers and directors (see Note 5), for identifying and evaluating prospective acquisition candidates, performing business due diligence on prospective target businesses, traveling to and from the offices, plants or similar locations of prospective target businesses, reviewing corporate documents and material agreements of prospective target businesses, selecting the target business to acquire and structuring, negotiating and consummating the business combination.

19 unchanged sentences

The accompanying unaudited condensed financial statements should be read in conjunction with the Company’s Annual Report on Form 10-K for the year ended December 31, 2021 as filed with the SEC on June 21, 2022, which contains the audited financial statements and notes thereto.

The interim results for the three months ended March 31, 2022 are not necessarily indicative of the results to be expected for the year ending December 31, 2022 or for any future interim periods.

The interim results for the three and six months ended June 30, 2022 are not necessarily indicative of the results to be expected for the year ending December 31, 2022 or for any future interim periods.

Emerging Growth Company Status

11 unchanged sentences

The Company considers all short-term investments with an original maturity of three months or less when purchased to be cash equivalents.

The Company did not have any cash equivalents as of March 31, 2022 and December 31, 2021.

The Company did not have any cash equivalents as of June 30, 2022 and December 31, 2021.

Cash and Securities Held in Trust Account

As of March 31, 2022 and December 31, 2021, the company had $ 117,351,210 and $ 117,310,928 , respectively, in cash and securities held in the trust account which was invested in cash and US Treasury bills.

As of June 30, 2022 and December 31, 2021, the company had $ 117,547,523 and $ 117,310,928 , respectively, in cash and securities held in the trust account which was invested in cash and US Treasury bills.

Net proceeds of the sale of the Units in the Public Offering and the sale of the Private Placement Units were placed in the Trust Account which will only be invested in United States “government securities” within the meaning of Section 2(a)(16) of the Investment Company Act having a maturity of 185 days or less or in money market funds meeting certain conditions under Rule 2a-7 promulgated under the Investment Company Act which invest only in direct U.S.

2 unchanged sentences

Held-to-maturity securities are presented on the condensed balance sheet at amortizable cost at inception and at the end of each subsequent reporting period.

Interest earned on the investments during each reporting period is recorded at the end of each reporting period and is reported as interest income in the accompanying condensed statement of operations.

Offering Costs

17 unchanged sentences

The Company evaluates its financial instruments to determine if such instruments are derivatives or contain features that qualify as embedded derivatives in accordance with ASC Topic 815, “Derivatives and Hedging”.

Derivative instruments are initially recorded at fair value on the grant date and re-valued at each reporting date, with changes in the fair value reported in the statement of operations.

Derivative instruments are initially recorded at fair value on the grant date and re-valued at each reporting date, with changes in the fair value reported in the statements of operations.

Derivative assets and liabilities are classified in the condensed balance sheets as current or non-current based on whether or not net-cash settlement or conversion of the instrument could be required within 12 months of the condensed balance sheet date.

The Company accounts for income taxes under FASB ASC 740, “Income Taxes” (“ASC 740”).

ASC 740 requires the recognition of deferred tax assets and liabilities for both the expected impact of differences between the financial statements and tax basis of assets and liabilities and for the expected future tax benefit to be derived from tax loss and tax credit carry forwards.

The Company accounts for income taxes under ASC 740, “Income Taxes.” ASC 740, Income Taxes, requires the recognition of deferred tax assets and liabilities for both the expected impact of differences between the unaudited condensed financial statements and tax basis of assets and liabilities and for the expected future tax benefit to be derived from tax loss and tax credit carry forwards.

ASC 740 additionally requires a valuation allowance to be established when it is more likely than not that all or a portion of deferred tax assets will not be realized.

As of June 30, 2022 and December 31, 2021, the Company’s deferred tax asset had a full valuation allowance recorded against it.

ASC 740-270-25-2 requires that an annual effective tax rate be determined and such annual effective rate applied to year to date income in interim periods under ASC 740-270-30-5.

Our effective tax rate was - 10 % for the three months ended June 30, 2022, and - 4 % and 0 % for the six months ended June 30, 2022 and for the period from May 14, 2021 (inception) through June 30, 2021, respectively.

The effective tax rate differs from the statutory tax rate of 21 % for the three and six months ended June 30, 2022 and for the period from May 14, 2021 (inception) through June 30, 2021, due to the valuation allowance on the deferred tax assets.

ASC 740 also clarifies the accounting for uncertainty in income taxes recognized in an enterprise’s financial statements and prescribes a recognition threshold and measurement process for financial statement recognition and measurement of a tax position taken or expected to be taken in a tax return.

2 unchanged sentences

The Company recognizes accrued interest and penalties related to unrecognized tax benefits as income tax expense.

There were no unrecognized tax benefits and no amounts accrued for interest and penalties as of March 31, 2022 and December 31, 2021.

There were no unrecognized tax benefits and no amounts accrued for interest and penalties as of June 30, 2022 and December 31, 2021.

The Company is currently not aware of any issues under review that could result in significant payments, accruals or material deviation from its position.

The Company has identified the United States as its only “major” tax jurisdiction.

The Company is subject to income tax examinations by major taxing authorities since inception.

The Company is subject to income taxation by major taxing authorities since inception.

These examinations may include questioning the timing and amount of deductions, the nexus of income among various tax jurisdictions and compliance with federal and state tax laws.

The Company’s management does not expect that the total amount of unrecognized tax benefits will materially change over the next twelve months.

There was no provision for income taxes for the three months ended March 31, 2022.

The Company accounts for warrants as either equity-classified or liability-classified instruments based on an assessment of the warrant’s specific terms and applicable authoritative guidance in FASB ASC 480, Distinguishing Liabilities from Equity (“ASC 480”) and ASC 815, Derivatives and Hedging (“ASC 815”).

6 unchanged sentences

The Company complies with the accounting and disclosure requirements of FASB ASC Topic 260, “Earnings Per Share.” Net loss per common stock is computed by dividing net loss by the weighted average number of shares of common stock outstanding during the period.

At March 31, 2022 and December 31, 2021,the Company did not have any dilutive securities and other contracts that could, potentially, be exercised or converted into common stock and then share in the earnings of the Company.

At June 30, 2022 and December 31, 2021,the Company did not have any dilutive securities and other contracts that could, potentially, be exercised or converted into common stock and then share in the earnings of the Company.

As a result, diluted loss per common stock is the same as basic loss per common stock for the period presented.

The table below presents a reconciliation of the numerator and denominator used to compute basic and diluted net loss per share for each component of common stock for the three months ended March 31, 2022:

The table below presents a reconciliation of the numerator and denominator used to compute basic and diluted net loss per share for each component of common stock for the three and six months ended June 30, 2022:

For the Period from May 14, 2021

Three Months Ended

Six Months Ended

(Inception) Through

June 30, 2022

June 30, 2021

Non-redeemable

Basic and diluted net loss per common stock:

Allocation of net loss

Weighted-average shares outstanding including common stock subject to redemption

Basic and diluted net loss per common stock

Weighted-average shares outstanding

Basic and diluted net loss per share

Concentration of Credit Risk

Financial instruments that potentially subject the Company to concentration of credit risk consist of a cash account in a financial institution which, at times may exceed the Federal depository insurance coverage of $ 250,000 .

At March 31, 2022 and December 31, 2021, the Company had not experienced losses on this account.

At June 30, 2022 and December 31, 2021, the Company had not experienced losses on this account.

Recent Accounting Pronouncements

3 unchanged sentences

ASU 2020-06 allows for a modified or full retrospective method of transition.

For smaller reporting

companies, this update is effective for fiscal years beginning after December 15, 2023, and interim periods within those fiscal years.

For smaller reporting companies, this update is effective for fiscal years beginning after December 15, 2023, and interim periods within those fiscal years.

Early adoption is permitted.

12 unchanged sentences

The change in the carrying value of redeemable common stock resulted in charges against additional paid-in capital and accumulated deficit.

As of March 31, 2022 and December 31, 2021, the common stock reflected on the condensed balance sheets are reconciled in the following table:

As of June 30, 2022 and December 31, 2021, the common stock reflected on the condensed balance sheets are reconciled in the following table:

Gross proceeds

4 unchanged sentences

Remeasurement of carrying value to redemption value

Common stock subject to possible redemption

Common stock subject to possible redemption at December 31, 2021

Remeasurement of carrying value to redemption value

Common stock subject to possible redemption at June 30, 2022

Note 4 — Private Placement

8 unchanged sentences

The number of Founder Shares outstanding was determined based on the expectation that the total size of the IPO would be a maximum of 11,500,000 Units if the underwriter’s over-allotment option is exercised in full, and therefore that such Founder Shares would represent 20 % of the outstanding shares after the IPO.

As of March 31, 2022 and December 31, 2021, of the 2,875,000 shares outstanding, none of which were subject to forfeiture due to the full exercise of the over-allotment option by the underwriters upon the consummation of the IPO.

As of June 30, 2022 and December 31, 2021, of the 2,875,000 shares outstanding, none of which were subject to forfeiture due to the full exercise of the over-allotment option by the underwriters upon the consummation of the IPO.

The initial stockholders have agreed not to transfer, assign or sell (i) any of the Founder Shares until six months after the date of the consummation of the initial Business Combination or earlier if, subsequent to the initial Business Combination, the Company consummates a subsequent liquidation, merger, stock exchange or other similar transaction which results in all of the stockholders having the right to exchange their common stock for cash, securities or other property or (ii) any of the Private Placement Units until the completion of the initial Business Combination.

5 unchanged sentences

At December 31, 2021, the outstanding balance under the promissory note of $ 323,190 had been paid in full and the unsecured promissory note is no longer available to the Company.

As of March 31, 2022 and December 31, 2021 , no amounts were outstanding under the unsecured promissory note.

As of June 30, 2022 and December 31, 2021 , no amounts were outstanding under the unsecured promissory note.

Working Capital Loans

3 unchanged sentences

If the Company consummates an initial Business Combination, the notes would either be paid upon consummation of the initial Business Combination, without interest, or, at the lender’s discretion, up to $ 1,000,000 of the notes may be converted upon consummation of the Business Combination into additional Private Placement Units at a price of $ 10.00 per unit (which, for example, would result in the holders being issued 100,000 units if the full amount of notes are issued and converted).

At March 31, 2022 and December 31, 2021, no such Working Capital Loans were outstanding.

At June 30, 2022 and December 31, 2021, no such Working Capital Loans were outstanding.

Administrative Service Fee

1 unchanged sentence

Upon completion of the Company’s initial Business Combination or its liquidation, the Company will cease paying these monthly fees.

At March 31, 2022 and December 31, 2021, the Company had accrued $ 20,063 and $ 24,516 of administrative service fees, respectively.

For the three months ended March 31, 2022 and the period from May 14, 2021 (inception) through December 31, 2021, the Company incurred $ 30,000 and $ 24,516 of administrative service fees expense, respectively.

At June 30, 2022 and December 31, 2021, the Company had accrued $ 16,435 and $ 24,516 , respectively, of administrative service fees.

For three and six months ended June 30, 2022, the Company incurred $ 30,000 and $ 60,000 of administrative service fees expense, respectively.

For the period from May 14, 2021 (inception) through June 30, 2021, the Company did not incur any fees for these services.

Note 6 — Commitments and Contingencies

13 unchanged sentences

The Company is authorized to issue 1,000,000 shares of preferred stock with a par value of $ 0.0001 per share.

At March 31, 2022 and December 31, 2021, there were no shares of preferred stock issued or outstanding.

At June 30, 2022 and December 31, 2021, there were no shares of preferred stock issued or outstanding.

The Company is authorized to issue 100,000,000 shares of common stock with a par value of $ 0.0001 per share.

Holders of the common stock are entitled to one vote for each common stock.

At March 31, 2022 and December 31, 2021, there were 3,550,000 shares of common stock issued and outstanding, none of which were subject to forfeiture due to the full exercise of the over-allotment option by the underwriters upon the consummation of the IPO.

As of March 31, 2022 and December 31, 2021, there were no warrants outstanding.

At June 30, 2022 and December 31, 2021, there were 3,550,000 shares of common stock issued and outstanding, none of which were subject to forfeiture due to the full exercise of the over-allotment option by the underwriters upon the consummation of the IPO.

As of June 30, 2022 and December 31, 2021, there were no warrants outstanding.

Upon closing of the IPO on October 21, 2021, there were 8,625,000 public warrants and 506,250 private warrants outstanding.

20 unchanged sentences

Note 8 — Held-to-Maturity Investments

At March 31, 2022 and December 31, 2021, the amortized cost basis of held-to-maturity investments is $ 117,312,636 and $ 117,299,993 , respectively, and net carrying amount is $ 117,349,840 and $ 117,310,921 , respectively, including interest of $ 40,282 and $ 10,928 earned during the three months ended March 31, 2022 and the period from May 14, 2021 (inception) through December 31, 2021, respectively.

At June 30, 2022 and December 31, 2021, the amortized cost basis of held-to-maturity investments is $ 117,360,085 and $ 117,299,993 , respectively, and net carrying amount is $ 117,545,237 and $ 117,310,921 , respectively, including interest of $ 196,313 , $ 236,595 and $ 10,928 earned during the three and six months ended June 30, 2022 and the period from May 14, 2021 (inception) through December 31, 2021, respectively.

A reconciliation from amortized cost basis to net carrying amount and fair value is provided below:

March 31, 2022

June 30, 2022

December 31, 2021

5 unchanged sentences

Held-to-maturity investments, fair value

There are no indicators of impairment, including other-than-temporary impairments, with respect to the held-to-maturity investments as of March 31, 2022 or December 31, 2021.

There are no indicators of impairment, including other-than-temporary impairments, with respect to the held-to-maturity investments as of June 30, 2022 or December 31, 2021.

All investments mature within one year of the date of these financial statements;

4 unchanged sentences

Compared sentence by sentence after normalising whitespace, quotation marks, case and digits, so re-formatting and restated figures do not read as changed language. Wording changes appear as one removal and one addition. The current filing and the prior one are authoritative.

What changed 10-Q

Item 1. Financial Statements