Infrared Cameras Holdings, Inc. (“ICI”)
combines thermal sensing devices & firmware and software to
protect critical assets across the industrial sector
The transaction values the combined company at
a pre-money equity valuation of $100 million
Existing ICI shareholders will roll 100% of
their equity into the combined company as part of the
transaction
The business combination is expected to close
in the first half of 2023. The combined company will be renamed
Infrared Cameras Holdings, Inc., and is expected to remain listed
on the NASDAQ under a new ticker.
Infrared Cameras Holdings, Inc. (“ICI”, “Infrared Cameras” or
the “Company”), a leading provider of intelligent thermal imaging
platforms, and SportsMap Tech Acquisition Corp. (NASDAQ: SMAP)
(“SportsMap” or “SMAP”), a publicly-traded special purpose
acquisition company with about $118 million held in trust,
announced today the signing of a definitive agreement for a
business combination that will result in ICI becoming a public
company. 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.
Gary Strahan, Founder and CEO of ICI, said “ICI is extremely
excited to partner with David Gow and SportsMap as we continue to
deliver our innovative software and hardware solutions. We believe
our software and sensor technology can change the way companies
across industries perform predictive maintenance to ensure
reliability, environmental integrity and safety through AI and
machine learning.”
David Gow, CEO of SportsMap, stated “We believe ICI is poised
for strong growth. The company has a strong value proposition,
detecting the overheating of equipment in industrial settings. ICI
also has assembled a strong management team to execute on the
opportunity. We are delighted to combine our SPAC with ICI.”
Upon closing of the transaction, Gary Strahan is expected to
continue to serve as CEO of the combined company. David Gow is
expected to become Chairman of the Board of the combined company.
The transaction is expected to close in the first half of 2023.
Company Overview
ICI’s thermal cameras and infrared technology are used to
protect critical assets across a wide range of industries. The
company designs and develops powerful infrared and sensing
hardware, as well as a proprietary subscription software used to
analyze thermal data points. ICI’s products are sold across the
industrial sector, with key sub-verticals that include distribution
& logistics, oil & gas, manufacturing and utilities.
Commercial applications for the technology include detection of
methane leaks in wells and pipelines across the oil & gas
industry and the monitoring of conveyer belt equipment in
warehouses. ICI’s solutions are used to monitor the performance of
crucial assets and optimize predictive maintenance strategies to
reduce unplanned downtime and increase operator efficiency.
Infrared Cameras Investment Highlights
- Superior sensing thermal technology. Proprietary
infrared technology allows for ultra-high resolution and
accuracy.
- Strong unit economics. Asset-light model, combining
robust hardware technology with a cloud-based SaaS platform, drives
attractive unit economics.
- Large and growing TAM. Approximately $16 billion
addressable market, growing rapidly through a combination of
increasing commercial applications and growing adoption across a
wide range of industrial end markets.
- Sticky blue chip customer base. Long-standing commercial
and co-development relationships with Fortune 100 companies across
primary verticals.
- Strong founder-led management team. With more than 125
years of combined experience, ICI’s founder-led team brings a
strong combination of industry, operating, consulting and financial
experience.
- Alignment with shareholder interests. ICI shareholders
will roll 100% of their equity into the combined company, tying
their interest to future share performance and ensuring alignment
with shareholders.
Transaction Overview
Pursuant to the business combination agreement, SMAP will
acquire ICI for a pre-money equity valuation of $100 million.
Existing ICI shareholders will roll all their equity into the
combined company. Assuming there are no redeeming stockholders
requiring payment from SMAP's trust account, gross proceeds of
approximately $118 million will be released to the combined company
from the trust account in connection with the transaction.
The boards of directors of ICI and SMAP have unanimously
approved the transaction, and the existing ICI shareholders have
approved the transaction. The transaction will require the approval
of the stockholders of SMAP and is subject to other customary
closing conditions. The transaction is expected to close in the
first half of 2023.
Upon closing of the transaction, ICI’s senior management are
expected to continue to serve in their current roles.
Additional information regarding the proposed combination,
including a copy of the business combination agreement and other
relevant materials, will be provided by SMAP on a Current Report on
Form 8-K filed with the U.S. Securities and Exchange
Commission.
Advisors
Latham & Watkins LLP is acting as legal advisor to Infrared
Cameras. ArentFox Schiff LLP is acting as legal advisor to
SportsMap. Craig-Hallum Capital Group LLC and Roth Capital Partners
LLC are serving as financial advisors to SportsMap.
Investor Presentation
An investor presentation with more detailed information
regarding the proposed transaction will be furnished to the
Securities and Exchange Commission (the “SEC”) by SMAP under the
cover of a Current Report on Form 8-K.
About Infrared Cameras
Founded in 1995, ICI develops and manufactures infrared-sensor
systems. It offers handheld and fixed hardware, complemented by
on-device and cloud-based software. The Company’s solutions are
deployed across a wide range of industries, including oil &
gas, distribution & logistics, manufacturing and utilities. For
more information, please visit https://infraredcameras.com/.
About SportsMap Tech Acquisition Corp.
SportsMap Tech Acquisition Corp. is a blank check company
incorporated for the purpose of effecting a merger, share exchange,
asset acquisition, share purchase, reorganization or similar
business combination with one or more businesses. Its initial
public offering occurred on October 21, 2021, raising approximately
$117 million. For more information, visit https://www.sportsmaptech.com/.
Additional Information and Where to Find It
This communication is being made in respect of the proposed
business combination transaction involving SportsMap and ICI. A
full description of the terms of the proposed transaction will be
provided in a proxy statement of SportsMap to be filed by SportsMap
with the SEC. SportsMap urges investors, stockholders and other
interested persons to read, when available, the preliminary proxy
statement, as well as other documents filed by SportsMap with the
SEC, because these documents will contain important information
about SportsMap, ICI and the proposed transaction. After review by
the SEC, the definitive proxy statement will be mailed to
stockholders of SportsMap as of a record date to be established for
voting on the proposed transaction. Stockholders will also be able
to obtain a copy of the proxy statement, without charge, by
directing a request to: SportsMap Tech Acquisition Corp., 5353 West
Alabama Suite 415, Houston, TX 77056. The preliminary and
definitive proxy statement, once available, can also be obtained,
without charge, at the SEC’s website (www.sec.gov). The information contained on, or
that may be accessed through, the websites referenced in this press
release is not incorporated by reference into, and is not a part
of, this press release.
Forward Looking Statements
This communication contains forward-looking statements, within
the meaning of the Private Securities Litigation Reform Act of
1995, as amended. Generally, statements that are not historical
facts, including statements concerning SportsMap’s or ICI’s
possible or assumed future actions, business strategies, events or
results of operations, the anticipated benefits of the proposed
transaction, SportsMap’s or ICI’s ability to close the proposed
transaction, the combined company’s ability to remain listed, and
qualify for listing, on Nasdaq and the expected financial impacts
of the proposed transaction, are forward-looking statements. These
statements may be preceded by, followed by or include the words
“believes,” “predicts,” “estimates,” “expects,” “projects,”
“forecasts,” “may,” “will,” “would,” “should,” “seeks,” “plans,”
“scheduled,” “anticipates,” “intends,” “future,” “potential,”
“opportunity,” or other similar expressions, the negatives of these
terms or variations of them, although not all forward-looking
statements will include such identifying words. Forward-looking
statements are predictions, projections and other statements about
the future events that are based on SportsMap’s or ICI’s current
expectations and assumptions and, as a result, are inherently
subject to risks and uncertainties that may cause actual events,
results or performance to differ materially from those indicated by
such statements. Certain of these risks are identified and
discussed in SportsMap’s Form 10-K for the year ended December 31,
2021, or will be identified and discussed in the proxy statement to
be filed in relation to the proposed transaction discussed above.
These risk factors will be important to consider in determining
future results and should be reviewed in their entirety.
In addition to factors previously disclosed in SportsMap’s
reports filed with the SEC and those identified elsewhere in this
communication, the following factors, among others, could cause
actual results to differ materially from forward-looking statements
or historical performance: ability to meet the closing conditions
to the merger, including approval by stockholders of SportsMap on
the expected terms and schedule and the risk that regulatory
approvals required for the merger are not obtained or are obtained
subject to conditions that are not anticipated; delay in closing
the merger; occurrence of any event, change or other circumstance
that could give rise to the termination of the business combination
agreement relating to the proposed transaction; failure to realize
the benefits expected from the proposed transaction, which may be
affected by a variety of factors, including changes in the
competitive and regulated industries in which ICI operates,
variations in performance across competitors and partners, changes
in laws and regulations affecting ICI’s and the combined company’s
business and the ability of ICI and the combined company to retain
its management and key employees; the effects of pending and future
legislation; risks relating to the uncertainty of projected
information, including ICI’s ability to project future capital
needs, cash utilization and potential cash inflows; risks related
to disruption of management time from ongoing business operations
due to the proposed transaction; effects of the announcement or
pendency of the proposed transaction on ICI’s business or employee
relationships, operating results and business generally; business
disruption following the proposed transaction; risks related to
difficulties in retaining employees of ICI as a result of the
proposed transaction; the highly competitive nature of ICI’s
industry; changes in legal or regulatory framework or outcome of
any legal proceedings that may be instituted against ICI or against
SMAP related to the business combination agreement or the proposed
transaction; the ability to maintain the listing of SMAP’s
securities on a national securities exchange; the ability to
implement business plans, forecasts and other expectations after
the completion of the proposed transaction; the risk that demand
for the combined company’s products do not grow as expected; the
ability of the combined company to retain existing customers and
attract new customers; the potential inability of the combined
company to manage growth effectively; the enforceability of ICI’s
intellectual property rights and the potential infringement on the
intellectual property rights of others; the risk that the combined
company may fail to keep pace with rapid technological developments
to provide new and innovative products or make substantial
investments in unsuccessful new products; the combined company’s
ability to attract new customers and to retain existing customers
in order to continue to expand; the combined company’s ability to
hire and retain qualified personnel; the risk that the combined
company experiences difficulties in managing its growth and
expanding operations; SMAP’s ability to meet The Nasdaq Global
Market’s listing standards at or following the consummation of the
transaction; the risk that ICI will not meet the milestones for
funding; cybersecurity risks; the effects of COVID-19 or other
public health crises or other climate related conditions on ICI’s
business and results of operations and the global economy
generally; the price of the combined company’s securities,
including volatility resulting from changes in the industries in
which ICI plans to operate, variations in performance across
competitors, changes in laws and regulations affecting ICI’s
business and changes in the combined company’s capital structure;
changes to the combined company’s accounting methods; and costs
related to the proposed transaction and the failure to realize
anticipated benefits of the proposed transaction.
These forward-looking statements are expressed in good faith,
and SportsMap and ICI believe there is a reasonable basis for them.
However, there can be no assurance that the events, results or
trends identified in these forward-looking statements will occur or
be achieved. Nothing in this communication should be regarded as a
representation by any person that the forward-looking statements
set forth herein will be achieved or that any of the contemplated
results of such forwardlooking statements will be achieved. Neither
ICI nor SMAP gives any assurance that any of ICI or SMAP, or the
combined company, will achieve expectations. Forward-looking
statements speak only as of the date they are made, and neither
SportsMap nor ICI is under any obligation, and expressly disclaim
any obligation, to update, alter or otherwise revise any
forward-looking statement, whether as a result of new information,
future events or otherwise, except as required by law.
This communication is not intended to be all-inclusive or to
contain all the information that a person may desire in considering
an investment in SportsMap or ICI and is not intended to form the
basis of an investment decision in SportsMap or ICI. All subsequent
written and oral forwardlooking statements concerning SportsMap and
ICI, the proposed transaction or other matters and attributable to
SportsMap and ICI or any person acting on their behalf are
expressly qualified in their entirety by the cautionary statements
above.
Participants in the Solicitation
SportsMap, ICI and their respective directors and executive
officers may be considered participants in the solicitation of
proxies with respect to the potential transaction described herein
under the rules of the SEC. Information about such persons and a
description of their interests will be contained in the transaction
proxy statement when it is filed with the SEC. Information about
SportsMap’s directors and executive officers can be found in
SportsMap’s 2021 Form 10-K. These documents can be obtained free of
charge from the sources indicated above.
Non-Solicitation
This communication does not constitute a proxy statement or
solicitation of a proxy, consent, vote or authorization with
respect to any securities or in respect of the potential
transaction and shall not constitute an offer to sell or exchange,
or a solicitation of an offer to buy or exchange any securities,
nor shall there be any sale of any such securities in any state or
jurisdiction in which such offer, solicitation or sale would be
unlawful prior to registration or qualification under the
securities laws of such state or jurisdiction. No offer of
securities shall be made except by means of a prospectus meeting
the requirements of Section 10 of the Securities Act, or an
exemption therefrom.
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version on businesswire.com: https://www.businesswire.com/news/home/20221206005488/en/
SportsMap David Gow Chief Executive
Officer David.Gow@Gowmedia.com
Infrared Cameras Peter Baird Chief
Financial Officer Peter.Baird@infraredcameras.com
SportsMap Tech Acquisition (NASDAQ:SMAP)
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