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Item 1. Financial Statements

2023-08-21 compared with 2023-05-18 · 169 added, 99 removed, 310 unchanged (46% of the section changed)

4 unchanged sentences

Total current assets

Cash and securities held in Trust Account

Investments held in Trust Account

Liabilities, Redeemable Common Stock and Stockholders' (Deficit) Equity

2 unchanged sentences

Income tax payable

Excise tax payable

Deferred tax liability

Promissory Notes

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 $ 10.39 and $ 10.30 , respectively, as of March 31, 2023 and December 31, 2022

Common stock subject to possible redemption, 1,634,944 and 11,500,000 shares at redemption value of $ 10.48 and $ 10.30 , respectively, as of June 30, 2023 and December 31, 2022, respectively

Stockholders' (Deficit) Equity:

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100,000,000 shares authorized;

3,550,000 shares issued and outstanding (excluding 11,500,000 shares subject to possible redemption) as of March 31, 2023 and December 31, 2022

3,550,000 shares issued and outstanding (excluding 1,634,944 and 11,500,000 shares subject to possible redemption) as of June 30, 2023 and December 31, 2022, respectively

Additional paid-in capital

Accumulated Deficit

( 1,331,039 )

Total Stockholders' (Deficit) Equity

( 1,330,683 )

Total Liabilities, Redeemable Common Stock and Stockholders' (Deficit) Equity

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UNAUDITED CONDENSED STATEMENTS OF OPERATIONS

For the Three Months Ended March 31,

For the Three Months Ended June 30,

For the Six Months Ended June 30,

Operating cost

Loss from operations

Other income:

Other (expense) income:

Interest earned on investments held in Trust Account

Total other income

Income (loss) before provision for income taxes

Accrued interest on Promissory Notes

Total other (expense) income, net

Income before provision for income taxes

Provision for income taxes

Net income (loss)

Basic and diluted weighted average shares outstanding, redeemable shares

Basic and diluted income (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 income (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 STATEMENTS OF CHANGES IN STOCKHOLDERS’ (DEFICIT) EQUITY

FOR THE THREE MONTHS ENDED MARCH 31, 2023

UNAUDITED CONDENSED STATEMENTS OF CHANGES IN STOCKHOLDERS’ DEFICIT

FOR THE THREE AND SIX MONTHS ENDED JUNE 30, 2023

Stockholders’

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Balance as of March 31, 2023

FOR THE THREE MONTHS ENDED MARCH 31, 2022

Fair value of founder shares transferred on Promissory Notes

Excise tax imposed on common stock redemptions

( 1,028,975 )

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

Balance as of June 30, 2023

( 1,331,039 )

( 1,330,683 )

FOR THE THREE AND SIX MONTHS ENDED JUNE 30, 2022

Stockholders’

1 unchanged sentence

Balance as of March 31, 2022

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

Balance as of June 30, 2022

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

1 unchanged sentence

UNAUDITED CONDENSED STATEMENTS OF CASH FLOWS

For the Three Months Ended

For the Six Months Ended

Cash Flows from Operating Activities:

Net income (loss)

Adjustments to reconcile net income (loss) to net cash used in operating activities:

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

Accrued interest on Promissory Notes

Interest earned on investments held in Trust Account

2 unchanged sentences

Prepaid expenses

Accrued offering costs and expenses

Accrued expenses

Income tax payable

3 unchanged sentences

Net cash used in operating activities

( 1,321,116 )

Cash Flows from Investing Activities:

Extension funding of Trust Account

Funds withdrawn from Trust Account for redemptions

Cash withdrawn from Trust Account to pay taxes

Net cash provided by investing activities

Cash Flows from Financing Activities:

Proceeds from issuance of Promissory Note

Payment of redemptions on Common Stock

( 102,897,540 )

Net cash used in financing activities

( 101,916,080 )

Net Change in Cash

2 unchanged sentences

Supplemental disclosure of non-cash financing activities:

Discount on Promissory Notes for fair value of shares transferred

Excise tax liability accrued for common stock redemptions

Remeasurement of common stock subject to possible redemption

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NOTES TO CONDENSED FINANCIAL STATEMENTS

March 31, 2023

June 30, 2023

Note 1 — Organization and Business Operations

SportsMap Tech Acquisition Corp.

(the “Company”) is a newly organized, blank check company incorporated as a Delaware corporation on May 14, 2021.

(the “Company”) is a blank check company incorporated as a Delaware corporation on May 14, 2021.

The Company was formed for the purpose of entering into a merger, share exchange, asset acquisition, share purchase, recapitalization, reorganization or other similar Business Combination with one or more businesses or entities (the “Business Combination”).

As of March 31, 2023, the Company had not commenced any operations.

All activity for the period from May 14, 2021 (inception) through March 31, 2023 relates to the Company’s formation and the initial public offering described below and, subsequent to the initial public offering, identifying a target company for a Business Combination.

As of June 30, 2023, the Company had not commenced any operations.

All activity for the period from May 14, 2021 (inception) through June 30, 2023 relates to the Company’s formation and the initial public offering described below and, subsequent to the initial public offering, identifying a target company for a Business Combination.

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

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The decision as to whether the Company will seek stockholder approval of a proposed Business Combination or will allow stockholders to sell their shares to the Company in a tender offer will be made by the Company, solely in its discretion, and will be based on a variety of factors such as the timing of the transaction and whether the terms of the transaction would otherwise require the Company to seek stockholder approval.

The Company has until May 20, 2023 (as extended) to complete the initial Business Combination.

The Company has until August 20, 2023 (as extended, or until December 20, 2023 with additional funding of the Trust Account as described below) to complete the initial Business Combination.

If the Company is unable to complete the initial Business Combination within such period, the Company will:

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However, the Company believes the likelihood of the Sponsor having to indemnify the Trust Account is limited because the Company will endeavor to have all vendors and prospective target businesses as well as other entities execute agreements with the Company waiving any right, title, interest or claim of any kind in or to monies held in the Trust Account.

For the three months ended March 31, 2023, the Company withdrew $ 139,386 from the Trust Account to pay taxes.

No amounts were withdrawn for the three months ended March 31, 2022.

For the three and six months ended June 30, 2023, the Company withdrew $ 103,376,238 and $ 103,515,624 , respectively, from the Trust Account in connection with redemptions and to pay tax obligations.

No amounts were withdrawn for the three and six months ended June 30, 2022.

On April 14, 2023, the Company held a special meeting of stockholders (the "Meeting"), at which the Company's stockholders of record voted to approve the amendment of the Company's amended and restated certificate of incorporation to extend the date by which the Company must consummate a Business Combination or, if it fails to do so, cease its operations and redeem or repurchase 100 % of the shares of the Company's common stock issued in the Company's initial public offering, from April 20, 2023, monthly for up to eight additional months at the election of the Company, ultimately until as late as December 20, 2023 ("Extension").

With this amendment, the Company has agreed to deposit into the Trust Account $ 0.05 for each outstanding public share for each monthly extension of the date by which the Company must complete its initial Business Combination.

Since the Meeting, the Company has deposited $ 245,242

into the Trust Account to extend the date by which it must consummate a Business Combination or cease operations until August 20, 2023.

In connection with the Extension, 9,865,056 shares of the Company's common stock were redeemed (the "Redemption"), with 5,184,944 shares of Common Stock remaining outstanding after the Redemption, of which 1,634,944 shares of Common Stock remaining outstanding after the Redemption are shares issued in connection with our IPO (the "Public Shares").

The public stockholders will continue to have the opportunity to redeem all or a portion of their Public Shares upon the completion of an initial Business Combination at a per-share price, payable in cash, equal to the aggregate amount on deposit in the Trust Account as of two business days prior to the vote to approve the consummation of an initial Business Combination, including interest (which interest shall be net of taxes payable) divided by the number of then outstanding Public Shares.

Business Combination Agreement

On December 5, 2022, SportsMap Tech Acquisition Corp., a Delaware corporation (“SportsMap”), entered into a Business Combination Agreement (as it may be amended, supplemented or otherwise modified from time to time, the “Business Combination Agreement”), by and among SportsMap, Infrared Cameras Holdings, Inc., a Delaware corporation (“ICI”), and ICH Merger Sub Inc., a Delaware corporation and a wholly-owned subsidiary of SportsMap (“Merger Sub”).

On December 5, 2022, SportsMap Tech Acquisition Corp., a Delaware corporation (“SportsMap”), entered into a Business Combination Agreement, which was amended on June 27, 2023 (as it may be amended, supplemented or otherwise modified from time to time, the “Business Combination Agreement”), by and among SportsMap, Infrared Cameras Holdings, Inc., a Delaware corporation (“ICI”), and ICH Merger Sub Inc., a Delaware corporation and a wholly-owned subsidiary of SportsMap (“Merger Sub”).

The Business Combination

The Business Combination Agreement provides that, on the terms and subject to the conditions of 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 “Surviving Company”).

The Business Combination is expected to close in the third quarter of 2023, following the receipt of the required approval of SportsMap’s stockholders and the fulfillment or waiver (if permitted by applicable law) of other customary closing conditions.

The Business Combination is expected to close in the late third quarter or early fourth quarter of 2023, following the receipt of the required approval of SportsMap’s stockholders and the fulfillment or waiver (if permitted by applicable law) of other customary closing conditions.

The closing of the Business Combination is referred to herein as the “Closing”.

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In addition, the Business Combination Agreement provides that, if ICI raises additional capital by the issuance of convertible promissory notes on or after the date of the Business Combination Agreement but prior to the Closing, such convertible notes will convert into ICI Class A Common Stock (as defined in the Business Combination Agreement) immediately prior to the Effective Time and will convert in the Merger in the same manner as ICI Common Stock.

The Business Combination Agreement may be terminated under certain customary and limited circumstances prior to the closing of the Business Combination, including, but not limited to, (i) 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, (ii) by SportsMap if there is a material breach of the representations, warranties or covenants of ICI, subject to a thirty (30)-day cure period following notice of such breach, and (iii) by ICI upon a material breach of the representations, warranties or covenants of SportsMap, subject to a thirty (30)-day cure period following notice of such breach.

The Business Combination Agreement may be terminated under certain customary and limited circumstances prior to the closing of the Business Combination, including, but not limited to, (i) by either SportsMap or ICI if the Business Combination is not consummated by December 20, 2023, (ii) by SportsMap if there is a material breach of the representations, warranties or covenants of ICI, subject to a thirty (30)-day cure period following notice of such breach, and (iii) by ICI upon a material breach of the representations, warranties or covenants of SportsMap, subject to a thirty (30)-day cure period following notice of such breach.

If the Business Combination Agreement is validly terminated, none of the parties to the Business Combination Agreement will have any liability or any further obligation under the Business Combination Agreement, other than customary confidentiality obligations, except in the case of willful breach or fraud.

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These fees are not due or payable until the consummation of a Business Combination.

At March 31, 2023 and December 31, 2022, none of these amounts are reported in the Company’s unaudited condensed financial statements.

At June 30, 2023 and December 31, 2022, none of these amounts are reported in the Company’s unaudited condensed financial statements.

Liquidity and Capital Resources

As of March 31, 2023, the Company had $ 13,981 in its operating bank account and working capital deficit of $ 343,046 , excluding taxes.

The Company’s liquidity needs through March 31, 2023 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, 2023, the Company had $ 255,452 in its operating bank account and working capital deficit of $ 1,327,066 , excluding taxes payable from the Trust Account.

The Company’s liquidity needs through June 30, 2023 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.

After consummation of the IPO on October 21, 2021, the Company had $ 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 April and May 2023, the Company secured operational working capital of $ 1,000,000 through investors within the Sponsor and other third parties (“Promissory Notes”) (see Note 5).

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, 2023, there were no amounts outstanding under any Working Capital Loans.

As of June 30, 2023, there were no amounts outstanding under any Working Capital Loans.

Going Concern

The Company anticipates that the $ 13,981 held outside the Trust Account as of March 31, 2023 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.

The Company anticipates that the $ 255,452 held outside the Trust Account as of June 30, 2023, 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, funds from the Promissory Notes and any additional Working Capital Loans (as defined in Note 5) (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.

The Company can raise additional capital through Working Capital Loans from the initial shareholders, certain of the Company’s officers, and directors (see Note 5), or through loans from third parties.

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These conditions raise substantial doubt about the Company’s ability to continue as a going concern for a reasonable period of time, which is considered to be one year from the issuance date of these unaudited condensed financial statements.

The Company has until May 20, 2023 (as extended) to consummate a Business Combination.

The Company has until August 20, 2023 (as extended) to consummate a Business Combination.

It is uncertain that the Company will be able to consummate a Business Combination by that date, which is less than 12 months from the issuance of these unaudited condensed financial statements.

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In connection with the Company’s assessment of going concern considerations in accordance with the authoritative guidance in Financial Accounting Standards Board (“FASB”) Accounting Standards Update (“ASU”) 2014-15, “Disclosure of Uncertainties About an Entity’s Ability to Continue as a Going Concern,” management has determined that mandatory liquidation, and subsequent dissolution, should the Company be unable to complete a Business Combination, raises substantial doubt about the Company’s ability to continue as a going concern for the next 12 months from the issuance of these unaudited condensed financial statements.

No adjustments have been made to the carrying amounts of assets and liabilities should the Company be required to liquidate after May 20, 2023.

No adjustments have been made to the carrying amounts of assets and liabilities should the Company be required to liquidate after August 20, 2023.

Risks and Uncertainties

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Because the application of this excise tax is not entirely clear, any redemption or other repurchase effected by the Company, in connection with a Business Combination, extension vote or otherwise, may be subject to this excise tax.

Because any such excise tax would be payable by the Company and not by the redeeming holders, it could cause a reduction in the value of the Company’s Class A common stock, cash available with which to effectuate a Business Combination or cash available for distribution in a subsequent

Because any such excise tax would be payable by the Company and not by the redeeming holders, it could cause a reduction in the value of the Company’s common stock, cash available with which to effectuate a Business Combination or cash available for distribution in a subsequent liquidation.

Whether and to what extent the Company would be subject to the excise tax in connection with a Business Combination will depend on a number of factors, including (i) the structure of the Business Combination, (ii) the fair market value of the redemptions and repurchases in connection with the Business Combination, (iii) the nature and amount of any “PIPE” or other equity issuances in connection with the Business Combination (or any other equity issuances within the same taxable year of the Business Combination) and (iv) the content of any subsequent regulations, clarifications, and other guidance issued by the Treasury.

Further, the application of the excise tax in respect of distributions pursuant to a liquidation of a publicly traded U.S.

corporation is uncertain and has not been addressed by the Treasury in regulations, and it is possible that the proceeds held in the Trust Account could be used to pay any excise tax owed by the Company in the event the Company is unable to complete a Business Combination in the required time and redeem 100 % of the remaining Class A common stock in accordance with the Company’s amended and restated certificate of incorporation, in which case the amount that would otherwise be received by the public stockholders in connection with the Company’s liquidation would be reduced..

corporation is uncertain and has not been addressed by the Treasury in regulations, and it is possible that the proceeds held in the Trust Account could be used to pay any excise tax owed by the Company in the event the Company is unable to complete a Business Combination in the required time and redeem 100 % of the remaining common stock in accordance with the Company’s amended and restated certificate of incorporation, in which case the amount that would otherwise be received by the public stockholders in connection with the Company’s liquidation would be reduced.

Note 2 — Significant Accounting Policies

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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, 2022 as filed with the SEC on March 31, 2023, which contains the audited financial statements and notes thereto.

The interim results for the three months ended March 31, 2023 are not necessarily indicative of the results to be expected for the year ending December 31, 2023 or for any future interim periods.

The interim results for the three and six months ended June 30, 2023 are not necessarily indicative of the results to be expected for the year ending December 31, 2023 or for any future interim periods.

Emerging Growth Company Status

The Company is an “emerging growth company,” as defined in Section 2(a) of the Securities Act, as modified by the Jumpstart Our Business Startups Act of 2012, (the “JOBS Act”), and it may take advantage of certain exemptions from various reporting requirements that are applicable to other public companies that are not emerging growth companies including, but not limited to, not being required to comply with the auditor attestation requirements of Section 404 of the Sarbanes-Oxley Act, reduced disclosure obligations regarding executive compensation in its periodic reports and proxy statements, and exemptions from the requirements of holding a nonbinding advisory vote on executive compensation and approval of any golden parachute payments not previously approved.

to comply with the auditor attestation requirements of Section 404 of the Sarbanes-Oxley Act, reduced disclosure obligations regarding executive compensation in its periodic reports and proxy statements, and exemptions from the requirements of holding a nonbinding advisory vote on executive compensation and approval of any golden parachute payments not previously approved.

Further, Section 102 (b)(1) of the JOBS Act exempts emerging growth companies from being required to comply with new or revised financial accounting standards until private companies (that is, those that have not had a Securities Act registration statement declared effective or do not have a class of securities registered under the Exchange Act) are required to comply with the new or revised financial accounting standards.

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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 no t have any cash equivalents as of March 31, 2023 and December 31, 2022 other than those in the Trust Account.

The Company did no t have any cash equivalents as of June 30, 2023 and December 31, 2022 other than those in the Trust Account.

Cash and Securities Held in Trust Account

As of March 31, 2023 and December 31, 2022, the company had $ 119,887,584 and $ 118,742,928 , respectively, in cash and securities held in the trust account which were invested in US Treasury bills.

At June 30, 2023, substantially all of the assets held in the Trust Account were held in money market funds which are invested primarily in U.S.

Treasury securities.

All of the Company's investments held in the Trust Account are classified as trading securities.

Trading securities are presented on the balance sheet at fair value at the end of each reporting period.

Gains and losses resulting from the change in fair value of investments held in the Trust Account are included in interest earned on investments held in Trust Account in the accompanying condensed statements of operations.

The estimated fair values of investments held in Trust Account are determined using available market information.

Fair values of these investments are determined by Level 1 inputs utilizing quoted prices (unadjusted) in active markets for identical assets.

As of December 31, 2022, assets held in the Trust Account were held 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 are 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.

government treasury obligations.

All of the Company’s investments held in the trust account are classified as held-to-maturity securities.

All of the Company’s investments in US Treasury Bills held in the Trust Account are classified as held-to-maturity securities.

Held-to-maturity securities are presented on the 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 statements of operations.

Interest earned on the investments during each reporting period is recorded at the end of each reporting period and is reported as interest earned on investments held in Trust Account in the accompanying condensed statements of operations.

Fair Value of Financial Instruments

The fair value of the Company’s assets and liabilities, which qualify as financial instruments under the FASB ASC 820, “Fair Value Measurements and Disclosures,” approximates the carrying amounts represented in the balance sheets, primarily due to its short-term nature.

Fair Value Measurements

Fair value is defined as the price that would be received for sale of an asset or paid for transfer of a liability, in an orderly transaction between market participants at the measurement date.

GAAP establishes a three-tier fair value hierarchy, which prioritizes the inputs used in measuring fair value.

The hierarchy gives the highest priority to unadjusted quoted prices in active markets for identical assets or liabilities (Level 1 measurements) and the lowest priority to unobservable inputs (Level 3 measurements).

The Company’s financial instruments are classified as either Level 1, Level 2 or Level 3.

These tiers include:

● Level 1, defined as observable inputs such as quoted prices (unadjusted) for identical instruments in active markets;

● Level 2, defined as inputs other than quoted prices in active markets that are either directly or indirectly observable such as quoted prices for similar instruments in active markets or quoted prices for identical or similar instruments in markets that are not active;

● Level 3, defined as unobservable inputs in which little or no market data exists, therefore requiring an entity to develop its own assumptions, such as valuations derived from valuation techniques in which one or more significant inputs or significant value drivers are unobservable.

Common Stock Subject to Possible Redemption

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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 March 31, 2023 and December 31, 2022, the Company’s deferred tax asset had a full valuation allowance recorded against it.

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, 2023 and December 31, 2022, the Company’s deferred tax asset had a full valuation allowance recorded against it.

While ASC 740 identifies usage of an effective annual tax rate for purposes of an interim provision, it does allow for estimating individual elements in the current period if they are significant, unusual or infrequent.

Computing the effective tax rate for the Company is complicated due to the potential impact of the timing of any Business Combination expenses and the actual interest income that will be recognized during the year.

Computing the effective tax rate for the Company

is complicated due to the potential impact of the timing of any Business Combination expenses and the actual interest income that will be recognized during the year.

The Company has taken a position as to the calculation of income tax expense in a current period based on ASC 740-270-25-3 which states, “If an entity is unable to estimate a part of its ordinary income (or loss) or the related tax (benefit) but is otherwise able to make a reasonable estimate, the tax (or benefit) applicable to the item that cannot be estimated shall be reported in the interim period in which the item is reported.” The Company believes its calculation to be a reliable estimate and allows it to properly take into account the usual elements that can impact its annualized book income and its impact on the effective tax rate.

As such, the Company is computing its taxable income (loss) and associated income tax provision based on actual results through March 31, 2023.

Our effective tax rate was 34 % and 0 % for the three months ended March 31, 2023 and 2022, respectively.

The effective tax rate differs from the statutory tax rate of 21 % for the three months ended March 31, 2023 and 2022, due to the valuation allowance on the deferred tax assets.

As such, the Company is computing its taxable loss and associated income tax provision based on actual results through June 30, 2023.

The Company’s effective tax rate was ( 11.3 )% and ( 10.3 )% for the three months ended June 30, 2023 and 2022, respectively, and ( 362.8 )% and ( 4.0 )% for the six months ended June 30, 2023 and 2022, respectively.

The effective tax rate differs from the statutory tax rate of 21 % for the three and six months ended June 30, 2023 and 2022, 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.

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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, 2023 and December 31, 2022.

There were no unrecognized tax benefits and no amounts accrued for interest and penalties as of June 30, 2023 and December 31, 2022.

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

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The Company accounts for its outstanding warrants as equity-classified instruments.

Net Income (Loss) Per Common Stock

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

At March 31, 2023 and 2022, 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 income (loss) per common stock is the same as basic income (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 income (loss) per share for each component of common stock for the three months ended March 31, 2023 and 2022:

For the Three Months Ended March 31,

Net Loss Per Common Stock

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 June 30, 2023 and 2022, 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 and six months ended June 30, 2023 and 2022:

For the Three Months Ended June 30,

For the Six Months Ended June 30,

Non-redeemable

Basic and diluted net income (loss) per common stock:

Allocation of net income (loss)

Non-redeemable

Basic and diluted net loss per common stock:

Allocation of net loss

Basic and diluted weighted-average shares outstanding

Basic and diluted net income (loss) per share

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, 2023 and December 31, 2022, the Company had not experienced losses on this account.

At June 30, 2023 and December 31, 2022, the Company had not experienced losses on this account.

Recent Accounting Pronouncements

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If it is probable that the equity instrument will become redeemable, the Company has the option to either accrete changes in the redemption value over the period from the date of issuance (or from the date that it becomes probable that the instrument will become redeemable, if later) to the earliest redemption date of the instrument or to recognize changes in the redemption value immediately as they occur and adjust the carrying amount of the instrument to equal the redemption value at the end of each reporting period.

The Company recognizes changes in redemption value immediately as they occur.

Company recognizes changes in redemption value immediately as they occur.

Immediately upon the closing of the IPO, the Company recognized the accretion from initial book value to redemption amount value.

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, 2023 and December 31, 2022, the common stock reflected on the balance sheets are reconciled in the following table:

As of June 30, 2023 and December 31, 2022, the common stock reflected on the balance sheets are reconciled in the following table:

Common stock of shares subject to possible redemption at December 31, 2021

1 unchanged sentence

Common stock of shares subject to possible redemption at December 31, 2022

( 102,897,540 )

Extension funding

Remeasurement of carrying value to redemption value

Common stock of shares subject to possible redemption at March 31, 2023

Common stock of shares subject to possible redemption at June 30, 2023

Note 4 — Private Placement

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The representative’s Private Placement Units are identical to the Units sold in the IPO except that they may not (including the common stock issuable upon exercise of these warrants), subject to certain limited exceptions, be transferred, assigned or sold by the holders until after the completion of the initial Business Combination.

Additionally, for so long as the warrants underlying the Private Placement Units are held by the representative and its designees, they will not be exercisable more than five years from the commencement date of sales in the IPO in accordance with FINRA Rule 5110(g)(8)(A).

Promissory Note — Related Party

Additionally,

for so long as the warrants underlying the Private Placement Units are held by the representative and its designees, they will not be exercisable more than five years from the commencement date of sales in the IPO in accordance with FINRA Rule 5110(g)(8)(A).

Promissory Note — Related Party, pre-IPO

The Sponsor agreed to loan the Company up to $ 400,000 to be used for a portion of the expenses of the IPO.

These loans were non-interest bearing, unsecured and due at the earlier of February 28, 2022 or the closing of the IPO.

As of March 31, 2023 and December 31, 2022, no amounts were outstanding under the unsecured promissory note.

As of June 30, 2023 and December 31, 2022, no amounts were outstanding under the unsecured promissory note.

Promissory Notes

In April and May 2023, the Company secured operational working capital of up to $ 1,000,000 (“Promissory Notes”) through investors within the Sponsor and other third parties.

The Promissory Notes are not interest bearing, and as an incentive for the Promissory Notes provided, the investors were given an aggregate of 165,598 Founder Shares.

The fair value of the Promissory Notes was recognized as a decrease in the principal value of the Promissory Notes at the date of issuance and a component of shareholders equity.

The principal value of the Promissory Notes will accrete over time to the original issuance value over the life of the Promissory Notes.

The principal balance of the Promissory Notes shall be payable upon consummation of an initial Business Combination;

provided that the Company shall have the right to extend the Repayment Date for up to 12 months thereafter in the event that the minimum cash transaction proceeds (as described in the definitive agreement with respect to such Business Combination) are not met, or would not be met but for such extension.

The principal balance may be prepaid at any time.

At June 30, 2023, the Company had received $ 981,460 in proceeds related to the Promissory Notes and since the issuance of the Promissory Notes, $ 911,167 has been recognized in the statement of operations as accrued interest.

The investors have no right to redemption on the transferred shares.

Working Capital Loans

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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, 2023 and December 31, 2022, no such Working Capital Loans were outstanding.

At June 30, 2023 and December 31, 2022, no such Working Capital Loans were outstanding.

Administrative Service Fee

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

At March 31, 2023 and December 31, 2022, the Company had accrued $ 21,356 and $ 21,356 , respectively, of administrative service fees.

For the three months ended March 31, 2023 and 2022, the Company incurred $ 30,000 and $ 30,000 of administrative service fees expense, respectively.

At June 30, 2023 and December 31, 2022, the Company had accrued $ 51,356 and $ 21,356 , 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 three and six months ended June 30, 2023, the Company incurred $ 30,000 and $ 60,000 of administrative service fees expense, respectively.

Included in the Administrative Service Fee paid to the Sponsor is $ 100,000 the Sponsor pays to Lawson Gow, the Company’s Chief Strategy Officer, in connection with services related to identifying and consummating the initial Business Combination.

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The Automatic Conversion Price is approximately 50% less than the publicly traded price if the Borrower consummates an initial public offering, or 50% less than the assigned value per share if the Borrow consummates a Business Combination resulting in the Borrower’s shares of common stock being publicly traded.

In April 2023 and May 2023, multiple lenders ("Multiple Lenders") agreed to loan the Company up to $ 1,000,000 .

The loans are non-interest bearing, unsecured and due at the earlier of the consummation of an initial Business Combination;

provided that the Company has the right to extend the repayment date for up to 12 months .

These notes are non-convertible into any securities of the Company.

In consideration for the loans, the lenders received an aggregate of 165,598 Founder Shares from the Company's initial shareholders.

In April 2023, the holders of the Company’s Founder Shares (“Holders”) have agreed that in order to induce investors to provide PIPE Financing in connection with the Business Combination Agreement or to commit to a non-redemption agreement, each Holder shall transfer and assign to the Company (or such other Affiliate of the Company or any counterparty in any PIPE Financing the Company may designate (each, a “Financing Counterparty”)), for no consideration, up to 500,000 Founder Shares (the “Transferred Shares”).

The Company has assigned and transferred an aggregate of 165,598 Transferred Shares to Multiple Lenders.

Additionally, the Company shall have the right to cause the Holders to assign and transfer the remaining Transferred Shares in any amount up to an additional 300,000 Transferred Shares, to any Financing Counterparty in a PIPE Financing or non-redemption agreement the Company may enter into prior to the closing of the Business Combination Agreement.

Note 6 — Commitments and Contingencies

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Additionally, if the Company completes a Business Combination with a target during the term of the contract with Craig Hallum, Craig-Hallum will be owed an M&A Advisory Fee in stock equal to the greater of (i) 2.0 % of the aggregate transaction value of the target;

and (ii) 250,000 shares of newley issued common stock registered within 90 days of closing of the Business Combination.

and (ii) 250,000 shares of newly issued common stock registered within 90 days of closing of the Business Combination.

Roth Capital will be due 30 % of the M&A Advisory Fee in stock.

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To the extent the Business Combination is not completed, the Company will not be required to pay AFS any additional amounts in excess of the discounted rate.

For the three months ended March 31, 2023 and 2022 the Company has incurred $ 79,706 and $ 10,500 , respectively, in legal fees.

At March 31, 2023 and December 31, 2022, $ 194,522 and $ 223,748 was unpaid.

For the three and six months ended June 30, 2023 the Company has incurred $ 65,813 and $ 145,519 , respectively, in legal fees.

For the three and six months ended June 30, 2022 the Company has incurred $ 10,500 and $ 21,000 , respectively, in legal fees.

At June 30, 2023 and December 31, 2022, $ 99,347 and $ 223,748 was unpaid.

Earnout Shares

Pursuant to the Business Combination Agreement, SportsMap will reserve for issuance 2,400,000 shares of SportsMap common stock (the “Earnout Shares”).

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 (“PubCo”) 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.

closing public company (“PubCo”) 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.

In connection with the Meeting on April 14, 2023, stockholders holding 9,865,056 of the Company’s Public Shares exercised their right to redeem such shares for a pro rata portion of the funds in the Trust Account for an aggregate amount of $ 102,897,540 .

As such the Company has recorded a 1% excise tax liability of $ 1,028,975 on the condensed balance sheet as of June 30, 2023.

The liability does not impact the condensed statements of operations and is offset against additional paid-in capital or accumulated deficit if additional paid-in capital is not available.

Note 7 — Stockholders’ Equity

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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, 2023 and December 31, 2022, there were no shares of preferred stock issued or outstanding.

At June 30, 2023 and December 31, 2022, 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, 2023 and December 31, 2022, there were 3,550,000 shares of common stock issued and outstanding.

As of March 31, 2023 and December 31, 2022, there were 8,625,000 public warrants and 506,250 private warrants outstanding.

At June 30, 2023 and December 31, 2022, there were 3,550,000 shares of common stock issued and outstanding excluding 1,634,944 and 11,500,000 shares subject to possible redemption, respectively.

As of June 30, 2023 and December 31, 2022, there were 8,625,000 public warrants and 506,250 private warrants outstanding.

Each whole warrant entitles the holder to purchase one share of the Company’s common stock at a price of $ 11.50 per share, subject to adjustment as described herein.

18 unchanged sentences

If an exemption from registration is not available, holders will not be able to exercise their warrants on a cashless basis.

Note 8 — Held-to-Maturity Investments

Note 8 — Fair Value Measurements

At June 30, 2023, substantially all of the assets held in the Trust Account were held in money market funds which are invested primarily in U.S.

Treasury securities.

In accordance with ASC 320, “Investments—Debt Securities”, the Company classifies its investments in money market funds as trading securities.

At June 30, 2023, the Company had $ 17,238,126 in its Trust Account.

The estimated fair values of investments held in Trust Account are determined using available market information.

Fair values of these investments are determined by Level 1 inputs utilizing quoted prices (unadjusted) in active markets for identical assets.

As of December 31, 2022, assets held in the Trust Account were held in cash and US Treasury Bills.

All of the Company’s investments in US Treasury Bills held in the Trust Account are classified as held-to-maturity securities.

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

A reconciliation from amortized cost basis to net carrying amount and fair value is provided below for the Company’s held-to-maturity investments:

4 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, 2023 and December 31, 2022.

There were no impairments with respect to the held-to-maturity investments as of December 31, 2022.

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

3 unchanged sentences

Based upon this review, the Company did not identify any subsequent events that would have required adjustment or disclosure in the unaudited condensed financial statements, other than noted below.

On April 14, 2023, the Company held a special meeting of stockholders (the “Meeting”), at which the Company’s stockholder of record voted to approve the amendment of the Company’s amended and restated certificate of incorporation to extend the date by which the Company must consummate a business combination or, if it fails to do so, cease its operations and redeem or repurchase 100 % of the shares of the Company’s common stock issued in the Company’s initial public offering, from April 20, 2023, monthly for up to eight additional months at the election of the Company, ultimately until as late as December 20, 2023 (“Extension”).

Since the Meeting, the Company has deposited $ 81,747 into the Trust Account to extend the date by which it must consummate a business combination or cease operations until May 20, 2023.

In connection with the Extension, 9,865,056 shares of the Company’s common stock were redeemed (the “Redemption”), with 5,184,944 shares of Common Stock remaining outstanding after the Redemption, of which 1,634,944 shares of Common Stock remaining outstanding after the Redemption are shares issued in connection with our IPO (the “Public Shares”).

Our public stockholders will continue to have the opportunity to redeem all or a portion of their Public Shares upon the completion of our initial Business Combination at a per-share price, payable in cash, equal to the aggregate amount on deposit in the trust account as of two business days prior to the vote to approve the consummation of our initial business combination, including interest (which interest shall be net of taxes payable) divided by the number of then outstanding Public Shares.

Following the Redemption, approximately $ 17,000,000 remains on deposit in our trust account.

In April 2023, multiple lenders (“Multiple Lenders”) agreed to loan the Company up to $ 680,000 .

The loans are non-interest bearing, unsecured and due at the earlier of the consummation of an initial Business Combination;

provided that the Company has the right to extend the repayment date for up to 12 months.

These notes are non-convertible into any securities of the Company.

In consideration for the loans, the lenders will receive Founder Shares from the Company’s initial shareholders.

The principal of the loans ranges from $ 30,000 to $ 300,000 each and Founder Shares granted to the lenders range from 6,000 to 60,000 for a total of 136,000 shares.

The Company has secured an additional approximate $ 320,000 in funding.

Terms and conditions of these loans are expected to be substantially the same as with the Multiple Lenders.

Additionally, the Company’s initial shareholders are expected to grant an additional approximate 64,000 Founder Shares for these loans.

The Company has assigned and transferred 200,000 Transferred Shares to Multiple Lenders.

On July 14, 2023, the Company deposited $ 81,747 in the Trust Account extending the Extension date to September 20, 2023.

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