As filed with the Securities and Exchange Commission on December 19, 2023
Registration No. 333-275521
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
Amendment No. 3
to
FORM S-1
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
INFRARED CAMERAS HOLDINGS, INC.
(Exact name of registrant as specified in its charter)
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Delaware
(State or other jurisdiction of
incorporation or organization)
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3827
(Primary Standard Industrial
Classification Code Number)
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86-3938682
(I.R.S. Employer
Identification No.)
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2105 West Cardinal Drive
Beaumont, Texas 77705
(866) 861-0788
(Address, including zip code, and telephone number, including area code, of registrant’s principal executive offices)
Peter Baird
Chief Financial Officer
2105 West Cardinal Drive
Beaumont, Texas 77705
(866) 861-0788
(Name, address, including zip code, and telephone number, including area code, of agent for service)
Copies to:
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Ralph V. De Martino
ArentFox Schiff LLP
1717 K Street NW
Washington, DC 20006
(202) 857-6000
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Drew Capurro
Christopher M. Bezeg
Latham & Watkins LLP
650 Town Center Drive, 20th Floor
Costa Mesa, California 92626
(714) 540-1235
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Approximate date of commencement of proposed sale to the public: From time to time after this Registration Statement becomes effective.
If any of the securities being registered on this Form are to be offered on a delayed or continuous basis pursuant to Rule 415 under the Securities Act of 1933, check the following box. ☒
If this Form is filed to register additional securities for an offering pursuant to Rule 462(b) under the Securities Act, check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering.☐
If this Form is a post-effective amendment filed pursuant to Rule 462(c) under the Securities Act, check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering. ☐
If this Form is a post-effective amendment filed pursuant to Rule 462(d) under the Securities Act, check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering. ☐
Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company or an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company” and “emerging growth company” in Rule 12b-2 of the Exchange Act.
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Large accelerated filer
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☐
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Accelerated filer
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☐
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Non-accelerated filer
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☒
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Smaller reporting company
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☒
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Emerging growth company
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☒
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If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 7(a)(2)(B) of the Securities Act. ☐
The registrant hereby amends this registration statement on such date or dates as may be necessary to delay its effective date until the registrant shall file a further amendment which specifically states that this registration statement shall thereafter become effective in accordance with Section 8(a) of the Securities Act of 1933 or until this registration statement shall become effective on such date as the Securities and Exchange Commission, acting pursuant to said Section 8(a), may determine.
EXPLANATORY NOTE
This Amendment No. 3 to Form S-1 Registration Statement (Registration No. 333-275521) is being filed solely to include an updated exhibit 5.1 to the Registration Statement. Accordingly, Part I, the form of prospectus, has been omitted from this filing.
Item 16. Exhibits and Financial Statement Schedules.
The following exhibits are filed as part of this registration statement:
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Incorporated by Reference
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Exhibit
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Description
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Form
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Exhibit
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Filing Date
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2.1*†
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8-K
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2.1
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December 6, 2022
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2.2*
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8-K
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2.2
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June 28, 2023
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2.3*
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8-K
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2.2
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September 20, 2023
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3.1*
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DEFM14A
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Annex B
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November 13, 2023
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3.2*
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DEFM14A
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Annex C
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November 13, 2023
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4.1*
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S-1
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4.1
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September 30, 2021
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4.2*
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S-1
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4.2
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September 30, 2021
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4.3*
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S-1
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4.3
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September 30, 2021
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4.4*
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S-1
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4.4
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September 30, 2021
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5.1
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10.1*+
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S-1
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10.1
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December 13, 2023
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10.2*+
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DEFM14A
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Annex F
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November 13, 2023
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10.3*
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S-1
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10.3
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November 13, 2023
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10.4*
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8-K
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10.1
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October 21, 2021
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Incorporated by Reference
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Exhibit
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Description
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Form
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Exhibit
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Filing Date
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10.5*
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8-K
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10.2
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October 21, 2021
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10.6*
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8-K
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10.3
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October 21, 2021
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10.7*
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8-K
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10.4
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October 21, 2021
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10.8*
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8-K
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1.2
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October 21, 2021
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10.9*
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8-K
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10.1
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December 6, 2022
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10.10*
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8-K
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10.2
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December 6, 2022
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10.11*
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8-K
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10.1
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December 1, 2023
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10.12*
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8-K
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10.2
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December 1, 2023
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10.13*
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8-K
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10.3
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December 1, 2023
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21.1*
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S-1
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21.1
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December 13, 2023
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23.1*
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23.2*
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23.3
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24.1*
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Power of Attorney (included on the signature page to the initial filing of this registration statement)
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99.1*
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S-1
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99.1
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November 13, 2023
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99.2*
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S-1
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99.2
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November 13, 2023
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99.3*
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S-1
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99.3
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November 13, 2023
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99.4*
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S-1
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99.4
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November 13, 2023
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99.5*
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S-1
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99.5
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November 13, 2023
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101.INS
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Inline XBRL Instance Document
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101.SCH
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Inline XBRL Taxonomy Extension Schema Document
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Incorporated by Reference
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Exhibit
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Description
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Form
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Exhibit
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Filing Date
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101.CAL
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Inline XBRL Taxonomy Extension Calculation Linkbase Document
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101.DEF
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Inline XBRL Taxonomy Extension Definition Linkbase Document
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101.LAB
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Inline XBRL Taxonomy Extension Label Linkbase Document
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101.PRE
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Inline XBRL Taxonomy Extension Presentation Linkbase
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104
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Cover Page Interactive Data File (formatted as inline XBRL and contained in Exhibit 101)
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107*
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S-1
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107
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December 13, 2023
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*
Previously filed.
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The annexes, schedules, and certain exhibits to this Exhibit have been omitted pursuant to Item 601(b)(2) of Regulation S-K. The Registrant hereby agrees to furnish supplementally a copy of any omitted annex, schedule or exhibit to the SEC upon request.
+
Indicates a management contract of compensatory plan.
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, the registrant has duly caused this registration statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Beaumont, State of Texas, on the 19th day of December, 2023.
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INFRARED CAMERAS HOLDINGS, INC.
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By:
/s/ Peter Baird
Name: Peter Baird
Title: Chief Financial Officer
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Pursuant to the requirements of the Securities Act of 1933, as amended, this Registration Statement has been signed below by the following persons in the capacities indicated on December 19, 2023.
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Name
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Title
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/s/ Gary Strahan
Gary Strahan
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Chief Executive Officer and Director
(Principal Executive Officer)
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/s/ Peter Baird
Peter Baird
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Chief Financial Officer
(Principal Financial and Accounting Officer)
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/s/ Steven Winch
Steven Winch
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Director
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/s/ David Gow
David Gow
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Director
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Reid Ryan
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Director
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Margaret Chu
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Director
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Petros Kitsos
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Director
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Stuart V Flavin III
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Director
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*By:
/s/ David Gow
Name: David Gow
Title: Attorney-in-Fact
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Exhibit 5.1
| | ArentFox
Schiff LLP
1717 K Street NW
Washington, DC 20006
202.857.6000 MAIN
202.857.6395 FAX
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| | afslaw.com |
December 19, 2023
Infrared Cameras Holdings, Inc.
f/k/a SportsMap Tech Acquisition Corp.
2105 West Cardinal Drive
Beaumont, Texas 77705
Re: Registration Statement on Form S-1
Ladies and Gentlemen:
We
have acted as counsel to Infrared Cameras Holdings, Inc. a Delaware corporation (formerly known
as SportsMap Tech Acquisition Corp., the “Company”), in connection with
the Registration Statement on Form S-1 (the “Registration Statement”), filed by the Company with the Securities and Exchange
Commission (the “Commission”) under the Securities Act of 1933, as amended (the “Securities Act”). The Registration
Statement relates to:
(a) the issuance by
the Company of up to 1,132,405 shares of the Company’s common stock, $0.0001 par value per share (“Common Stock”) to
be reserved for issuance upon the exercise of options to purchase shares of Common Stock (the “New ICI Option Shares”);
(b) the issuance of up
to 9,131,250 shares (the “SPAC Warrant Shares”) of Common Stock upon the exercise of (x) 506,250 outstanding privately
placed warrants (the “Private Placement Warrants”) to purchase Common Stock and (y) 8,625,000 outstanding publicly issued
warrants (the “Public Warrants”); and
(c) the resale of Common
Stock held by certain stockholders and/or warrantholders and optionholders of the Company as follows:
(i) the
resale of up to 3,550,000 shares (the “Existing SMAP Shares”) of Common Stock by certain registered holders named in the accompanying
prospectus in the section titled “Registered Holders” (the “registered holders”);
(ii) the
resale by certain registered holders of up to 8,265,144 shares (the “New ICI Shares”) of Common Stock to be issued in the
Business Combination (as defined in the Registration Statement);
(iii) the
resale by certain registered holders of up to 2,253,662 shares (the “New ICI Award Shares”)
of Common Stock to be reserved for issuance following the Business Combination upon the exercise of options to purchase shares of Common
Stock or settlement of restricted stock unit awards into shares of Common Stock;
(iv) the
resale by certain registered holders of up to 680,500 shares (the “Conversion Shares”) of Common Stock issuable upon conversion
of the Financing Notes (as defined in the Registration Statement);
(vi) the
resale by certain registered holders of up to 2,245,650 shares (the “Interest Shares”) of Common Stock issuable in lieu of
cash interest on the Financing Notes;
(vi) the
resale by certain registered holders of up to 506,250 shares issuable upon the exercise of the Private Placement Warrants;
Smart In
Your World®
(vii) the
resale by certain registered holders of 506,250 of the Private Placement Warrants; and
(viii) the
resale by certain registered holders of up to 340,250 shares (the “Financing Warrant Shares” and together with the SPAC Warrant
Shares, the “Warrant Shares”) of Common Stock upon the exercise of the Financing Warrants (as defined in the Registration
Statement).
In connection with our opinion,
we have examined the Registration Statement, including the exhibits thereto, the Public Warrants, the Private Placement Warrants, the
Financing Warrants, the Warrant Agreement by and between the Company and Continental Stock Transfer & Trust Company, dated October 18,
2021, as amended (the “Warrant Agreement”), and such other documents, corporate records and instruments, and have examined
such laws and regulations, as we have deemed necessary for the purposes of this opinion. In making our examination, we have assumed the
genuineness of all signatures, the authenticity of all documents submitted to us as originals, the conformity with the originals of all
documents submitted to us as copies and the legal capacity of all natural persons. As to matters of fact material to our opinions in this
letter, we have relied on certificates and statements from officers and other employees of the Company, public officials and other appropriate
persons.
Based on the foregoing and
subject to the qualifications set forth below, we are of the opinion that:
1. The shares of Common Stock
initially issuable upon exercise of the Public Warrants when issued by the Company against payment therefor (not less than par value)
in the circumstances contemplated by the Public Warrants and the Warrant Agreement, when issued in accordance with the terms of the Public
Warrants, will have been duly authorized by all necessary corporate action of the Company, and will be duly issued, fully paid and non-assessable;
2. The shares of Common Stock
initially issuable upon exercise of the Private Placement Warrants when issued by the Company against payment therefor (not less than
par value) in the circumstances contemplated by the Private Placement Warrants and the Warrant Agreement, when issued in accordance with
the terms of the Private Placement Warrants, will have been duly authorized by all necessary corporate action of the Company, and will
be duly issued, fully paid and non-assessable; and
3. The Public Warrants and
the Private Placement Warrants have been duly authorized and constitute the valid and binding obligations of the Company, enforceable
against the Company in accordance with their terms, are duly issued and non-assessable.
4. The Existing SMAP Shares
have been duly issued, are fully paid and non-assessable;
5. The New ICI Shares to be
issued in the Business Combination (as defined in the Registration Statement), when issued in accordance with the Business Combination
Agreement, will have been duly authorized by all necessary corporate action of the Company, and will be duly issued, fully paid and non-assessable;
6. The New ICI Award Shares
to be reserved for issuance following the Business Combination upon the exercise of options to purchase shares of Common Stock or settlement
of restricted stock unit awards into shares of Common Stock, when issued in accordance with the Business Combination Agreement, will have
been duly authorized by all necessary corporate action of the Company, and will be duly issued, fully paid and non-assessable;
7. The Conversion Shares issuable
upon conversion of the Financing Notes (as defined in the Registration Statement), when issued in accordance with the terms of the Financing
Notes, will have been duly authorized by all necessary corporate action of the Company, and will be duly issued, fully paid and non-assessable;
8. The Interest Shares issuable
in lieu of cash interest on the Financing Notes, when issued in accordance with the terms of the Financing Notes, will be duly issued,
fully paid and non-assessable; and
11. The Warrant Shares issuable
upon the exercise of the Financing Warrants (as defined in the Registration Statement) when issued in accordance with the terms of the
Financing Warrants will be duly issued, fully paid and non-assessable.
The opinions set forth above
are subject to the following qualifications:
A. The opinion expressed herein
with respect to the legality, validity, binding nature and enforceability of the Public Warrants and the Private Placement Warrants is
subject to (i) applicable laws relating to bankruptcy, insolvency, reorganization, moratorium, fraudulent transfer or other similar
laws affecting creditors’ rights generally, whether now or hereafter in effect and (ii) general principles of equity, including,
without limitation, concepts of materiality, laches, reasonableness, good faith and fair dealing and the principles regarding when injunctive
or other equitable remedies will be available (regardless of whether considered in a proceeding at law or in equity).
B. The foregoing opinions
are limited to the General Corporation Law of the State of Delaware, including all Delaware statutes and all Delaware court decisions
that affect the interpretation of such General Corporation Law, as of the date hereof.
The opinions expressed in
this opinion letter are as of the date of this opinion letter only and as to laws covered hereby only as they are in effect on that date,
and we assume no obligation to update or supplement such opinion to reflect any facts or circumstances that may come to our attention
after that date or any changes in law that may occur or become effective after that date. The opinions herein are limited to the matters
expressly set forth in this opinion letter, and no opinion or representation is given or may be inferred beyond the opinions expressly
set forth in this opinion letter.
We hereby consent to the filing
of this opinion with the Commission as an exhibit to the Registration Statement and to the use of this firm’s name under the caption
“Legal Matters” in the Registration Statement. In giving this consent, we do not thereby admit that we are within the category
of persons whose consent is required under Section 7 of the Securities Act or the rules and regulations of the Commission promulgated
thereunder.
Very truly yours,
/s/ ArentFox Schiff LLP
SportsMap Tech Acquisition (NASDAQ:SMAPU)
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SportsMap Tech Acquisition (NASDAQ:SMAPU)
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