Item 1.01. Entry into a Material Definitive Agreement.
On October 21, 2021, SportsMap Tech Acquisition Corp. (Company") consummated its
initial public offering ("IPO") of 11,500,000 units (the "Units"), which
included the full exercise of the over-allotment option granted to the
underwriters. Each Unit consists of one share of common stock of the Company,
par value $0.0001 per share and three-quarters of one redeemable warrant of the
Company (the "Warrants"). Each Warrant entitles the holder thereof to purchase
one share of common stock for $11.50 per share, subject to adjustment. The Units
were sold at a price of $10.00 per Unit, generating gross proceeds to the
Company of $115,000,000.
In connection with the IPO, the Company entered into the following agreements,
forms of which were previously filed as exhibits to the Company's Registration
Statement on Form S-1 (File No. 333-259912) for the IPO, initially filed with
the U.S. Securities and Exchange Commission (the "Commission") on September 30,
2021, as amended (the "Registration Statement"):
? An Underwriting Agreement, dated October 18, 2021, by and between the
Company and Roth Capital Partners, LLC, as representative of the several
underwriters (the "Representative"), a copy of which is attached as Exhibit 1.1
hereto and incorporated herein by reference.
? A Warrant Agreement, dated October 18, 2021, by and between the Company and
Continental Stock Transfer & Trust Company, as warrant agent, a copy of which is
attached as Exhibit 4.1 hereto and incorporated herein by reference.
? A Letter Agreement, dated October 18, 2021 (the "Letter Agreement"), by and
among the Company, SportsMap, LLC and each of the officers, directors and
initial stockholders of the Company, a form of which is attached as Exhibit 10.1
hereto and incorporated herein by reference.
? An Investment Management Trust Agreement, dated October 18, 2021, by and
between the Company and Continental Stock Transfer & Trust Company, as trustee,
a copy of which is attached as Exhibit 10.2 hereto and incorporated herein by
reference.
? A Registration Rights Agreement, dated October 18, 2021, by and among the
Company and certain security holders, a form of which is attached as Exhibit
10.3 hereto and incorporated herein by reference.
? An Administrative Services Agreement, dated October 18, 2021, by and
between the Company and Gow Media, LLC, a copy of which is attached as Exhibit
10.4 hereto and incorporated herein by reference.
? A Business Combination Marketing Agreement, dated October 18, 2021, by and
between the Company and the Representative, a copy of which is attached as
Exhibit 1.2 hereto and incorporated herein by reference.
Item 3.02. Unregistered Sales of Equity Securities.
Simultaneously with the closing of the IPO, pursuant to certain subscription
agreements, the form of which was filed as exhibit 10.6 to the Registration
Statement and is incorporated herein by reference, the Company completed the
private sale of an aggregate of 675,000 units (the "Private Placement Units") at
a purchase price of $10.00 per Private Placement Unit, generating gross proceeds
to the Company of $6,750,000. The Private Placement Units are identical to the
Units sold in the IPO except that the Private Placement Units are not
transferable, assignable or salable until 30 days after the completion of the
Company's initial business combination. No underwriting discounts or commissions
were paid with respect to such sale. The issuance of the Private Placement Units
was made pursuant to the exemption from registration contained in Section
4(a)(2) of the Securities Act of 1933, as amended.
Item 5.02. Departure of Directors or Certain Officers; Election of Directors;
Appointment of Certain Officers; Compensatory Arrangements of Certain
Officers.
On the effective date of the Registration Statement, Reid Ryan, David Graff,
Steve Webster, and Oliver Luck were appointed to the board of directors of the
Company. The board of directors has determined that the directors are
independent directors within the meaning of applicable SEC and Nasdaq rules.
Effective upon their appointment, (i) Messrs. Graff, Ryan, and Websterwere
appointed to the board's audit committee, with Mr. Graff serving as chair of the
audit committee; (ii) Messrs. Luck, Ryan, and Webster were appointed to the
board's compensation committee, with Mr. Luck serving as chair of the
compensation committee; and (iii) Messrs. Ryan, Luck, and Graff were appointed
to the board's nominating and corporate governance committee, with Mr. Ryan
serving as chair of the nominating and corporate governance committee.
In connection with their appointments to the board of directors, each director
and the Company's then-serving director, David Gow, entered into indemnity
agreements with the Company in the form previously filed as Exhibit 10.4 to the
Registration Statement.
Other than the foregoing, none of the directors are party to any arrangement or
understanding with any person pursuant to which they were appointed as
directors, nor are they party to any transactions required to be disclosed under
Item 404(a) of Regulation S-K involving the Company.
Item 5.03. Amendments to Certificate of Incorporation or Bylaws; Change in Fiscal Year.
On October 15, 2021, in connection with the IPO, the Company adopted its Amended
and Restated Certificate of Incorporation (the "Amended Charter"). The terms of
the Amended Charter are set forth in the Registration Statement and are attached
as Exhibit 3.1 hereto and incorporated herein by reference.
Item 8.01. Other Events.
A total of $115,000,000 of the proceeds from the IPO (including the full
exercise of the over-allotment option) and the sale of the Private Placement
Units were placed in a U.S.-based trust account maintained by Continental Stock
Transfer & Trust Company, acting as trustee. Except with respect to interest
earned on the funds held in the trust account that may be released to the
Company to pay its taxes, the funds held in the trust account will not be
released from the trust account until the earliest of (i) the completion of the
Company's initial business combination, (ii) the redemption of any shares of
common stock included in the Units sold in the IPO ("public shares") properly
submitted in connection with a stockholder vote to amend the Company's amended
and restated certificate of incorporation to modify the substance or timing of
the Company's obligation to redeem 100% of the public shares if the Company does
not complete its initial business combination within 18 months from the closing
of the IPO or with respect to any other material provisions relating to
stockholders' rights or pre-initial business combination activity and (iii) the
redemption of the public shares if the Company is unable to complete an initial
business combination within 18 months from the closing of the IPO, subject to
applicable law.
On October 18, 2021, the Company issued a press release announcing the pricing
of the IPO, a copy of which is attached as Exhibit 99.1 to this Current Report
on Form 8-K.
On October 21, 2021, the Company issued a press release announcing the closing
of the IPO, a copy of which is attached as Exhibit 99.2 to this Current Report
on Form 8-K.
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