SportsMap Tech Acquisition : Material Agreement - Form 8-K

Item 1.01. Entry into a Material Definitive Agreement.

As previously disclosed, on December 5, 2022, SportsMap Tech Acquisition Corp., a Delaware corporation ("SportsMap"), entered into an Business Combination Agreement (as amended, and as it may be further amended, supplemented or otherwise modified from time to time, the "Business Combination Agreement"), by and among SportsMap and Infrared Cameras Holdings, Inc., a Delaware corporation ("ICI"), and ICH Merger Sub Inc., a Delaware corporation and wholly-owned subsidiary of SportsMap ("Merger Sub"). Upon consummation of the transactions contemplated by 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 transactions contemplated by the Business Combination Agreement are hereinafter referred to as the "Business Combination."

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 the 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 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 SportsMap'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.

The foregoing descriptions of the Business Combination Agreement and the Amendment are not complete and are subject to and qualified in their entirety by reference to the Business Combination Agreement and the Amendment, copies of which are filed with this Current Report on Form 8-K as Exhibits 2.1 and 2.2, respectively, and the terms of which are incorporated by reference herein.