Infrared Cameras Holdings, Inc. signed a letter of intent to acquire SportsMap Tech Acquisition Corp. (NasdaqGM:SMAP) from a group of shareholders for approximately $110 million in a reverse merger transaction on September 23, 2022. Infrared Cameras Holdings, Inc. entered into a definitive agreement to acquire SportsMap Tech Acquisition Corp. (NasdaqGM:SMAP) from a group of shareholders for approximately $110 million in a reverse merger transaction on December 5, 2022. Under the terms of the transaction, SportsMap (SMAP) will acquire ICI for a pre-money equity valuation of $100 million, and existing ICI shareholders will roll all their equity into the combined company. In addition, SportsMap will issue up to 2,400,000 shares of SportsMap common stock as earnout shares and the per share merger consideration to be $10 per share. Upon closing of the transaction, the combined company will be renamed ?Infrared Cameras Holdings, Inc.? and is expected to remain listed on NASDAQ under a new ticker symbol. Upon closing of the transaction, ICI?s senior management are expected to continue to serve in their current roles, and Gary Strahan is expected to continue to serve as Chief Executive Officer of the combined company. David Gow is expected to become Chairman of the Board of the combined company.

The transaction is subject the approval of the stockholders of SMAP, SportsMap?s Proxy Statement receiving SEC Clearance, SportsMap?s common stock being approved for listing on a National Exchange, SportsMap having at least $5,000,0001 of net tangible assets, Lock-Up Agreement and Registration Rights Agreement duly executed and is subject to other customary closing conditions. The boards of directors of ICI and SMAP have unanimously approved the transaction, and the existing ICI shareholders have approved the transaction. The transaction is expected to close in the first half of 2023. As of March 31, 2023, the business combination is expected to close in the third quarter of 2023. As on June 16, 2023, the transaction is expected to be funded through a combination of $17.2 million SMAP cash in trust and newly issued SMAP shares. The transaction is expected to close in the second half of 2023. As of July 26, 2023, Infrared Cameras (ICI), joined the Amazon Web Services (AWS) Public Sector Partner (PSP) Program and completed the AWS Foundational Technical Review (FTR) to validate SmartIR. As of December 8, the business combination was approved by SMAP's stockholders at a special meeting of stockholders.

Ralph de Martino of ArentFox Schiff LLP acted as legal advisor to SMAP. Nick Dhesi, Drew Capurro, Michelle Carpenter, Jason Cruise, Jim Barker, Bryant Lee and Jared Grimley of Latham & Watkins LLP acted as legal advisor to ICI. Rick Hartfiel, John Demarais of Craig-Hallum Capital Group LLC and Roth Capital Partners LLC acted as financial advisors as well as due diligence providers to SportsMap. SMAP will pay a fee in the amount of $4,025,000 to Roth Capital for the M&A advisory services rendered. Additionally, Craig-Hallum and Roth will receive 175,000 and 75,000 shares, respectively, of New ICI Common Stock upon closing of the Business Combination as payment of the M&A Advisory Fee. Riveron Consulting, LP and Deloitte & Touche LLP acted as accountant to ICI in the transaction. Continental Stock Transfer & Trust Company is acting as transfer agent to SMAP. SportsMap has engaged D.F. King to assist in the solicitation of proxies for the Special Meeting. SportsMap has agreed to pay D.F. King a fee of $14,000, plus certain additional charges.

Infrared Cameras Holdings, Inc. completed the acquisition of SportsMap Tech Acquisition Corp. (NasdaqGM:SMAP) from a group of shareholders in a reverse merger transaction on December 19, 2023. In connection with the consummation of the business combination, the combined company was renamed "Infrared Cameras Holdings, Inc." The Infrared Cameras has applied to list its common stock and public warrants on the Nasdaq Global Market ("Nasdaq") under the ticker symbols "MSAI" and "MSAIW", though such applications had not been approved for listing prior to the closing of the business combination.