What changed in this filing

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Item 1. Financial Statements

2023-11-20 compared with 2023-08-21 · 106 added, 80 removed, 399 unchanged (32% of the section changed)

2 unchanged sentences

CONDENSED BALANCE SHEETS

September 30,

Prepaid expenses

11 unchanged sentences

Commitments and Contingencies (Note 6)

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

Common stock subject to possible redemption, 1,634,944 and 11,500,000 shares at redemption value of $ 10.73 and $ 10.30 , respectively, as of September 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 1,634,944 and 11,500,000 shares subject to possible redemption) as of June 30, 2023 and December 31, 2022, respectively

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

Additional paid-in capital

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UNAUDITED CONDENSED STATEMENTS OF OPERATIONS

For the Three Months Ended June 30,

For the Six Months Ended June 30,

For the Three Months Ended September 30,

For the Nine Months Ended September 30,

Operating cost

Loss from operations

( 1,361,983 )

Other (expense) income:

1 unchanged sentence

Accrued interest on Promissory Notes

( 1,616,132 )

Total other (expense) income, net

Income before provision for income taxes

(Loss) Income before provision for income taxes

Provision for income taxes

Net (loss) income

( 1,382,784 )

Basic and diluted weighted average shares outstanding, redeemable shares

Basic and diluted loss per common stock, redeemable shares

Basic and diluted (loss) income per common stock, redeemable shares

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

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

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

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

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UNAUDITED CONDENSED STATEMENTS OF CHANGES IN STOCKHOLDERS’ DEFICIT

FOR THE THREE AND SIX MONTHS ENDED JUNE 30, 2023

FOR THE THREE AND NINE MONTHS ENDED SEPTEMBER 30, 2023

Stockholders’

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( 1,330,683 )

FOR THE THREE AND SIX MONTHS ENDED JUNE 30, 2022

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

Balance as of September 30, 2023

( 2,655,710 )

( 2,655,354 )

FOR THE THREE AND NINE MONTHS ENDED SEPTEMBER 30, 2022

Stockholders’

3 unchanged sentences

Balance as of June 30, 2022

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

Balance as of September 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 Six Months Ended

For the Nine Months Ended

September 30,

Cash Flows from Operating Activities:

( 1,382,784 )

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

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Proceeds from issuance of Promissory Note

Proceeds from related party

Payment of redemptions on Common Stock

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NOTES TO CONDENSED FINANCIAL STATEMENTS

June 30, 2023

SEPTEMBER 30, 2023

Note 1 — Organization and Business Operations

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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 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.

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

All activity for the period from May 14, 2021 (inception) through September 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 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.

The Company has until November 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 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").

For the three and nine months ended September 30, 2023, the Company withdrew $ 0 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 nine months ended September 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 $ 490,484

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").

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

On October 20, 2023, the Company deposited $ 81,747 in the Trust Account extending the Extension date to December 20, 2023.

Business Combination Agreement

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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 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 Business Combination is expected to close in the 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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As discussed in Note 6, the Company has engaged various parties to assist in the selection and consummation of a Business Combination.

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

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

These fees for approximately $ 660,000 in cash and $ 6,525,000 in stock are not due or payable until the consummation of a Business Combination.

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

Amendment No.

2 to the Business Combination Agreement

On September 17, 2023, the parties to the Business Combination Agreement entered into Amendment No.

2 to the Business Combination Agreement (the “Amendment”) in anticipation of ICI issuing restricted stock unit awards prior to the closing of the Business Combination, and in order for the Business Combination Agreement to address the treatment of restricted stock units in the Business Combination.

Pursuant to the Business Combination Agreement, as amended by the Amendment, the parties agreed that ICI restricted stock units awards would convert into restricted stock unit awards on substantially similar terms covering the Company’s common stock upon consummation of the Business Combination.

The Amendment also provides for adjustments to the Participating Fully Diluted Shares Outstanding and the Exchange Ratio (each as defined in the Amendment) for the additional shares underlying the restricted stock units.

Liquidity and Capital Resources

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 .

As of September 30, 2023, the Company had $ 27,900 in its operating bank account and working capital deficit of $ 2,827,292 .

The Company’s liquidity needs through September 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.

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

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

Going Concern

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.

The Company anticipates that the $ 27,900 held outside the Trust Account as of September 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.

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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 August 20, 2023 (as extended) to consummate a Business Combination.

The Company has until November 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.

1 unchanged sentence

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 August 20, 2023.

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

Risks and Uncertainties

Management is currently evaluating the impact of the COVID-19 pandemic and Russia-Ukraine war and has concluded that while it is reasonably possible that the virus and war could have a negative effect on the Company’s financial position, results of its operations and/or search for a target company, the specific impact is not readily determinable as of the date of these unaudited condensed financial statements.

Management is currently evaluating the impact of the COVID-19 pandemic, the Russia-Ukraine war, and the Israel-Hamas conflict and has concluded that while it is reasonably possible that the virus and war could have a negative effect on the Company’s financial position, results of its operations and/or search for a target company, the specific impact is not readily determinable as of the date of these unaudited condensed financial statements.

The unaudited condensed financial statements do not include any adjustments that might result from the outcome of this uncertainty.

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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 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.

The interim results for the three and nine months ended September 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

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.

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.

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 June 30, 2023 and December 31, 2022 other than those in the Trust Account.

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

Cash and Securities Held in Trust Account

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.

At September 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.

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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.

As of September 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 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.

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

The Company’s effective tax rate was ( 5 )% and 36 % for the three months ended September 30, 2023 and 2022, respectively, and ( 40 )% and 651 % for the nine months ended September 30, 2023 and 2022, respectively.

The effective tax rate differs from the statutory tax rate of 21 % for the three and nine months ended September 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 June 30, 2023 and December 31, 2022.

There were no unrecognized tax benefits and no amounts accrued for interest and penalties as of September 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 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,

Net (Loss) Income Per Common Stock

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

At September 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) income 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) income per share for each component of common stock for the three and nine months ended September 30, 2023 and 2022:

For the Three Months Ended September 30,

For the Nine Months Ended September 30,

Non-redeemable

2 unchanged sentences

Non-redeemable

Basic and diluted net loss per common stock:

Allocation of net loss

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

Allocation of net (loss) income

Basic and diluted weighted-average shares outstanding

Basic and diluted net loss per share

Basic and diluted net (loss) income 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 June 30, 2023 and December 31, 2022, the Company had not experienced losses on this account.

At September 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.

Company recognizes changes in redemption value immediately as they occur.

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

As of September 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

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Remeasurement of carrying value to redemption value

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

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

Note 4 — Private Placement

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The initial stockholders have agreed not to transfer, assign or sell any of the Private Placement Units and underlying common stock until after the completion of the initial Business Combination.

Additionally, the initial stockholders have agreed to (i) waive their redemption rights with respect to their private shares in connection with the completion of the initial Business Combination, (ii) waive their redemption rights with respect to their private shares in connection with a stockholder vote to approve an amendment to the Company’s amended and restated certificate of incorporation (A) to modify the substance or timing of the Company’s obligation to redeem 100 % of the public shares if the Company does not complete the initial Business Combination within the Combination Period or (B) with respect to any other provision relating to stockholders’ rights or pre-initial Business Combination activity and (iii) waive their rights to liquidating distributions from the Trust Account with respect to their private shares if the company fail to complete the initial Business Combination within the Combination Period.

to modify the substance or timing of the Company’s obligation to redeem 100 % of the public shares if the Company does not complete the initial Business Combination within the Combination Period or (B) with respect to any other provision relating to stockholders’ rights or pre-initial Business Combination activity and (iii) waive their rights to liquidating distributions from the Trust Account with respect to their private shares if the company fail to complete the initial Business Combination within the Combination Period.

Note 5 — Related Party Transactions

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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).

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

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

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

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

Promissory Notes

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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.

At September 30, 2023, the Company had received $ 981,460 in proceeds related to the Promissory Notes and since the issuance of the Promissory Notes, $ 1,616,132 has been recognized in the statement of operations as accrued interest.

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

In September 2023 the Company borrowed an aggregate of $ 181,819 from a related party (“September Borrowings”) and reported the amount due on the condensed balance sheet within due to related party.

As of September 30, 2023, terms of the September Borrowings were not finalized, however, in November 2023 the notes were finalized to be non-interest bearing and due upon consummation of the Business Combination (see Note 9).

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

At September 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 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.

At September 30, 2023 and December 31, 2022, the Company had accrued $ 81,356 and $ 21,356 , respectively, of administrative service fees.

For three and nine months ended September 30, 2023 and 2022, the Company incurred $ 30,000 and $ 90,000 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 .

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;

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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 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.

For the three and nine months ended September 30, 2023 the Company has incurred $ 95,862 and $ 241,380 , respectively, in legal fees.

For the three and nine months ended September 30, 2022 the Company has incurred $ 10,500 and $ 31,500 , respectively, in legal fees.

At September 30, 2023 and December 31, 2022, $ 132,101 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”).

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.

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.

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.

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

Note 7 — Stockholders’ (Deficit) Equity

Preferred Stock

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

At June 30, 2023 and December 31, 2022, there were no shares of preferred stock issued or outstanding.

At September 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 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.

At September 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 September 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.

2 unchanged sentences

No warrants will be exercisable for cash unless the Company has an effective and current registration statement covering the issuance of the common stock issuable upon exercise of the warrants and a current prospectus relating to such common stock.

Notwithstanding the foregoing, if a registration statement covering the issuance of the common stock issuable upon exercise of the warrants is not effective within 60 days following the consummation of the initial Business Combination, warrant holders may, until such time as there is such an effective registration statement and during any period when the Company shall have failed to maintain such an effective registration statement, exercise warrants on a cashless basis pursuant to an available exemption from registration under the Securities Act.

Notwithstanding

the foregoing, if a registration statement covering the issuance of the common stock issuable upon exercise of the warrants is not effective within 60 days following the consummation of the initial Business Combination, warrant holders may, until such time as there is such an effective registration statement and during any period when the Company shall have failed to maintain such an effective registration statement, exercise warrants on a cashless basis pursuant to an available exemption from registration under the Securities Act.

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

14 unchanged sentences

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.

At September 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.

At September 30, 2023, the Company had $ 17,709,095 in its Trust Account.

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

14 unchanged sentences

The Company evaluated subsequent events and transactions that occurred after the balance sheet date up to the date that the unaudited condensed financial statements were issued.

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

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.

In November 2023, the Company finalized the terms of the September Borrowings and issued additional notes to related parties (“November Notes”).

The November Notes were for an aggregate of $ 600,000 .

The November Notes are not interest bearing, and as an incentive for the November Notes, the investors were given an aggregate of 60,000 Founder Shares.

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

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

The principal balance of the November Notes shall be payable upon consummation of an initial Business Combination.

On October 20, 2023, the Company deposited $ 81,747 in the Trust Account extending the Extension date to December 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