MultiSensor AI Holdings, Inc S-1, filed Sep 30, 2021

MultiSensor AI Holdings, Inc. (MSAI)

S-1 2021-09-30

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Delaware		6770		86-3938682
(State or other jurisdiction of incorporation or organization)		(Primary Standard Industrial Classification Code Number)		(I.R.S. Employer Identification Number)

Large accelerated filer	¨	Accelerated filer	¨
Non-accelerated filer	x	Smaller reporting company	x
		Emerging growth company	x

Title of Each Class of Security Being Registered	Amount Being Registered		Proposed Maximum Offering Price per Security⁽¹⁾			Proposed Maximum Aggregate Offering Price⁽¹⁾⁽²⁾		Amount of Registration Fee
Units, each consisting of one share of common stock of par value $0.0001 and three-quarters of one Warrant⁽²⁾⁽³⁾		11,500,000		$	10.00	$	115,000,000	$	12,546.50
Shares of common stock, par value $0.0001 per share, included as part of the Units⁽³⁾		11,500,000			—		—		—	⁽⁴⁾
Warrants included as part of the Units⁽³⁾		8,625,000			—		—		—	⁽⁴⁾
Shares of common stock underlying Warrants included as part of the Units⁽³⁾		8,625,000		$	11.50		99,187,500		10,821.36
Total						$	214,187,500	$	23,367.86

	Price to Public		Underwriting Discounts and Commissions^(1)(2)(3)		Proceeds, Before Expenses, to us
Per Unit	$	10.00	$	0.20	$	9.80
Total	$	100,000,000	$	2,000,000	$	98,000,000

(1)	In addition to the cash compensation set forth herein, Roth Capital Partners, LLC, the representative of the underwriters of this offering, and Craig-Hallum Capital Group, and their designees, purchased 575,000 founder shares for $5,000 and have agreed to purchase 123,000 private units (as defined below), or up to 135,000 private units if the underwriters’ over-allotment option is exercised in full, at $10.00 per private unit in a private placement to be completed concurrently with the consummation of this offering. Except with respect to certain registration rights and transfer restrictions, the private units will be identical to the public units sold in this offering. The table does not include certain other fees and expenses payable to the underwriters in connection with this offering. The founder shares and private units purchased and to be purchased have been deemed underwriters’ compensation in connection with this offering pursuant to FINRA Rule 5110. We will also pay the representative a cash fee for acting as an advisor in connection with consummating our initial business combination in an amount equal to 3.5% of the gross proceeds of this offering ($3,500,000, or up to $4,025,000 if the over if the over-allotment option is exercised in full).

(2)	We will also pay $100,000 to Maxim Group LLC, our “qualified independent underwriter.” We have also agreed to reimburse the underwriters for all expenses and fees related to the review by FINRA, including legal fees which will not exceed $15,000.

SUMMARY	1
SUMMARY FINANCIAL DATA	19
RISK FACTORS	20
CAUTIONARY NOTE REGARDING FORWARD-LOOKING STATEMENTS	47
USE OF PROCEEDS	48
DIVIDEND POLICY	51
DILUTION	52
CAPITALIZATION	54
MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS	55
PROPOSED BUSINESS	60
MANAGEMENT	76
PRINCIPAL STOCKHOLDERS	84
CERTAIN RELATIONSHIPS AND RELATED PARTY TRANSACTIONS	86
DESCRIPTION OF SECURITIES	88
AMENDED AND RESTATED CERTIFICATE OF INCORPORATION	94
SECURITIES ELIGIBLE FOR FUTURE SALE	97
UNITED STATES FEDERAL INCOME TAX CONSIDERATIONS	99
UNDERWRITING (CONFLICTS OF INTEREST)	107
LEGAL MATTERS	115
EXPERTS	115
WHERE YOU CAN FIND ADDITIONAL INFORMATION	115

Securities offered		10,000,000 units, at $10.00 per unit, each unit consisting of one share of common stock and three-quarters of one warrant. Each whole warrant entitles the holder thereof to purchase one share of common stock at a price of $11.50 per share, subject to adjustment as described in this prospectus.
Listing of our securities and proposed symbols		We anticipate the units, common stock and warrants once they begin separate trading, will be listed on Nasdaq under the symbols “SMAPU,” “SMAP,” and “SMAPW,” respectively. Each of the common stock and warrants may trade separately on the 52^nd day after the date of this prospectus unless Roth Capital Partners determines that an earlier date is acceptable; provided that no fractional warrants will be issued and only whole warrants will trade. In no event will Roth Capital Partners allow separate trading of the common stock and warrants until we file an audited balance sheet reflecting our receipt of the gross proceeds of this offering and the sale of the public units. Once the common stock and warrants commence separate trading, holders will have the option to continue to hold units or separate their units into the component pieces. Holders will need to have their brokers contact our transfer agent in order to separate the units into common stock and warrants. We will file a Current Report on Form 8-K with the SEC, including an audited balance sheet reflecting our receipt of the gross proceeds at the closing of this offering. We will file the Current Report on Form 8-K promptly after the closing of this offering, which is anticipated to take place two business days from the date the units commence trading. If the underwriters’ over-allotment option is exercised following the initial filing of such Current Report on Form 8-K, a second or amended Current Report on Form 8-K will be filed to provide updated financial information to reflect the exercise of the underwriters’ over-allotment option. We will also include in the Current Report, or amendment thereto, or in a subsequent Current Report on Form 8-K, information indicating if Roth Capital Partners have allowed separate trading of the common stock and warrants prior to the 52^nd day after the date of this prospectus.
Common stock:
Number of issued and outstanding before this offering		2,875,000 shares (includes up to an aggregate of 375,000 founder shares that are subject to forfeiture by our initial stockholders if the over-allotment option is not fully exercised by the underwriters)

Number to be issued and outstanding after this offering and sale of private units		13,115,000 shares (assumes the over-allotment option has not been exercised and an aggregate of 375,000 founder shares have been forfeited by our initial stockholders as a result thereof)
Warrants:
Number outstanding before this offering		0 warrants
Number to be outstanding after this offering and sale of private units		7,961,250 warrants (assumes the over-allotment option has not been exercised), consisting of 7,500,000 public warrants and 461,250 private warrants

Exercisability		Each whole warrant is exercisable for one share of common stock. We will not issue fractional warrants. Any fractional warrants will be canceled for no consideration, so you must separate your units in multiples of four to not have any fractional warrants canceled.
Exercise price		$11.50 per share, subject to adjustment as described in this prospectus. No public warrants will be exercisable for cash unless we have an effective and current registration statement covering the issuance of the common stock issuable upon exercise of the warrants and a current prospectus relating to such common stock. It is our current intention to have an effective and current registration statement covering the issuance of the common stock issuable upon exercise of the warrants and a current prospectus relating to such common stock in effect promptly following consummation of an initial business combination. Notwithstanding the foregoing, if a registration statement covering the issuance of the common stock issuable upon exercise of the public warrants is not effective within 90 days following the consummation of our initial business combination, public warrant holders may, until such time as there is such an effective registration statement and during any period when we shall have failed to maintain such an effective registration statement, exercise warrants on a cashless basis pursuant to an available exemption from registration under the Securities Act. In such event, each holder would pay the exercise price by surrendering the warrants in exchange for that number of shares of common stock equal to the quotient obtained by dividing (x) the product of the number of shares of common stock underlying the surrendered warrants, multiplied by the difference between the exercise price of the surrendered warrants and the fair market value by (y) the fair market value. The “fair market value” for this purpose shall mean the average reported last sale price of the common stock for the 10 trading days ending on the trading day prior to the date of exercise. For example, if a holder held 150 warrants and the fair market value on the trading date prior to exercise was $15.00, that holder would receive 35 shares without the payment of any additional cash consideration. If an exemption from registration is not available, holders will not be able to exercise their warrants on a cashless basis.
		In addition, if (x) we issue additional shares of common stock or equity-linked securities for capital raising purposes in connection with the closing of our initial business combination at an issue price or effective issue price of less than $9.20 per share (with such issue price or effective issue price to be determined in good faith by our board of directors and, in the case of any such issuance to our initial stockholders or their affiliates, without taking into account any founders’ shares held by our initial stockholders or such affiliates, as applicable, prior to such issuance) (the “Newly Issued Price”), (y) the aggregate gross proceeds from such issuances represent more than 60% of the total equity proceeds, and interest thereon, available for the funding of our initial business combination on the date of the consummation of our initial business combination (net of redemptions), and (z) the volume weighted average trading price of our common stock during the 20 trading day period starting on the trading day prior to the day on which we consummate our initial business combination (such price, the “Market Value”) is below $9.20 per share, the exercise price of the warrants will be adjusted (to the nearest cent) to be equal to 115% of the higher of the Market Value and the Newly Issued Price, and the $18.00 per share redemption trigger price described below under “Redemption of warrants” will be adjusted (to the nearest cent) to be equal to 180% of the higher of the Market Value and the Newly Issued Price.

		In connection with our redemption of 100% of our issued and outstanding public shares for a portion of the funds held in the trust account, each public stockholder will receive a full pro rata portion of the amount then in the trust account, plus any pro rata interest earned on the funds held in the trust account and not previously released to us and less up to $50,000 for liquidation expenses. Holders of warrants will receive no proceeds in connection with the liquidation with respect to such warrants, which will expire worthless. The holders of the founder shares and private units will not participate in any redemption distribution with respect to their founder shares or private units, until all of the claims of any redeeming stockholders and creditors are fully satisfied (and then only from funds held outside the trust account).
		If we are unable to conclude our initial business combination and we expend all of the net proceeds of this offering not deposited in the trust account, without taking into account any interest earned on the trust account, we expect that the initial per-share redemption price will be approximately $10.20. The proceeds deposited in the trust account could, however, become subject to claims of our creditors that are in preference to the claims of our stockholders. In addition, if we are forced to file a bankruptcy or winding-up petition or an involuntary bankruptcy or winding-up petition is filed against us that is not dismissed, the proceeds held in the trust account could be subject to applicable bankruptcy or insolvency law, and may be included in our bankruptcy or insolvency estate and subject to the claims of third parties with priority over the claims of our stockholders. Therefore, the actual per-share redemption price may be less than approximately $10.20. We will pay the costs of liquidating the trust account from the up to $50,000 of interest earned on the funds held in the trust account that is available to us for liquidation expenses.

Indemnity		Our sponsor has agreed that it will be liable to us, if and to the extent any claims by a vendor for services rendered or products sold to us, or a prospective target business with which we have discussed entering into a transaction agreement, reduce the amounts in the trust account to below $10.20 per share (whether or not the underwriters’ over-allotment option is exercised in full), except as to any claims by a third party who executed a waiver of any and all rights to seek access to the trust account and except as to any claims under our indemnity of the underwriters of this offering against certain liabilities, including liabilities under the Securities Act. In the event that an executed waiver is deemed to be unenforceable against a third party, our sponsor will not be responsible to the extent of any liability for such third party claims. We have not independently verified whether our sponsor has sufficient funds to satisfy its indemnity obligations and believe that our sponsor’s only assets are securities of our company. We have not asked our sponsor to reserve for such obligations and therefore believe our sponsor will be unlikely to satisfy its indemnification obligations if it is required to do so. However, we believe the likelihood of our sponsor having to indemnify the trust account is limited because we will endeavor to have all vendors and prospective target businesses as well as other entities execute agreements with us waiving any right, title, interest or claim of any kind in or to monies held in the trust account.

	June 23, 2021
	Actual			As Adjusted⁽¹⁾
Balance Sheet Data:	(Audited)			(Unaudited)
Working capital (deficiency)⁽²⁾	$	(25,100	)	$	103,544,562
Total assets⁽³⁾		74,683			103,544,562
Total liabilities		50,121			-
Value of shares subject to redemption⁽⁴⁾		-			102,000,000
Stockholders’ equity		24,562			1,544,562

Public shares		10,000,000
Founder shares		2,500,000
Total shares		12,500,000
Total funds in trust available for initial business combination (less business combination marketing fees)	$	96,500,000
Initial implied value per public share	$	10.20
Implied value per share upon consummation of initial business combination	$	7.72

	Without Over- Allotment Option			Over- Allotment Option Exercised
Gross proceeds
From public offering	$	100,000,000		$	115,000,000
From private offering		6,150,000			6,750,000
Total gross proceeds		106,150,000			121,750,000

Offering expenses⁽¹⁾
Underwriting discount (2.0% of gross proceeds from offering)⁽⁵⁾		2,000,000	⁽²⁾		2,300,000	⁽²⁾
Legal fees and expenses		235,000			235,000
Nasdaq listing fee (including the deferred amount)		50,000			50,000
Printing and engraving expenses		35,000			35,000
Accounting fees and expenses		40,000			40,000
FINRA filing fee		32,628			32,628
Transfer agent fee		40,000			40,000
SEC registration fee		23,368			23,368
Miscellaneous expenses		174,004			174,004
Total offering expenses		2,630,000			2,630,000

Net proceeds
Held in the trust account		102,000,000			117,300,000
Not held in the trust account		1,520,000			1,520,000
Total net proceeds	$	103,520,000		$	118,820,000

Use of net proceeds not held in the trust account⁽³⁾⁽⁴⁾
Legal, accounting and other third party expenses related to business combination		200,000			13.2	%
Due diligence investigation, target searching and negotiation of our initial business combination		100,000			6.6	%
SEC filing and other legal and accounting fees related to regulatory reporting obligations		100,000			6.6	%
Payment for office space, administrative and support services		180,000			11.8	%
D&O insurance premiums		400,000			26.3	%
Working capital to cover miscellaneous expense and general corporate purposes		540,000			35.5	%
Total	$	1,520,000			100.0	%

	Without Over- allotment			With Over- allotment
Public offering price	$	10.00		$	10.00
Net tangible book value before this offering	$	(0.01	)	$	(0.01	)
Increase attributable to new investors and private sales	$	0.51		$	0.45
Pro forma net tangible book value after this offering	$	0.50		$	0.44
Dilution to new investors	$	9.50		$	9.56
Percentage of dilution to new investors		95.0	%		95.6	%

	Shares Purchased						Total Consideration					Average
	Number			Percentage			Amount		Percentage			Price per Share
Initial stockholders (founder shares)		2,500,000	⁽¹⁾		19.1	%	$	25,000		0.0	%	$	0.01
Private placement		615,000			4.7	%	$	6,150,000		5.8	%	$	10.00
Public stockholders		10,000,000			76.3	%		100,000,000		94.2	%	$	10.00
Total		13,115,000			100.0	%	$	106,175,000		100.0	%

	Without Over- allotment			With Over- allotment
Numerator:
Net tangible book value before the offering	$	(25,100	)		(25,100	)
Net proceeds from this offering and private placements of private units		103,520,000			118,820,000
Plus: Offering costs accrued for and excluded from tangible book value before offering		49,662			49,662
Less: Proceeds held in the trust account subject to redemption⁽¹⁾		(102,000,000	)		(117,300,000	)
	$	1,544,562			1,544,562
Denominator:
Common stock outstanding prior to this offering⁽²⁾		2,500,000			2,875,000
Common stock to be sold as part of the units in this offering		10,000,000			11,500,000
Common stock included in the private units		615,000			675,000
Less: Shares subject to redemption		(10,000,000	)		(11,500,000	)
		3,115,000			3,550,000

	June 23, 2021
	Actual			As Adjusted⁽¹⁾
Notes payable and advances from related parties⁽²⁾	$	50,025		$	-
Common stock, $0.0001 par value, and 10,000,000 shares which are subject to possible redemption/tender⁽³⁾		-			102,000,000
Stockholders’ equity:
Common stock, $0.0001 par value, 100,000,000 shares authorized; 2,875,000 shares issued and outstanding, actual; 3,115,000 shares issued and outstanding (excluding 10,000,000 shares subject to possible redemption/tender), as adjusted		288			312
Additional paid-in capital		24,712			1,544,688
Accumulated deficit		(438	)		(438	)
Total stockholders’ equity		24,562			1,544,562
Total capitalization	$	74,587		$	103,544,562

	Terms of Our Offering	Terms Under a Rule 419 Offering
Escrow of offering proceeds	$102,000,000 of the proceeds from this offering and the sale of the private units will be deposited into a trust account in the United States maintained by Continental Stock Transfer & Trust Company acting as trustee.	Approximately $88,200,000 of the offering proceeds, representing the gross proceeds of this offering, less allowable underwriting commissions, expenses and company deductions under Rule 419 would be required to be deposited into either an escrow account with an insured depositary institution or in a separate bank account established by a broker-dealer in which the broker-dealer acts as trustee for persons having the beneficial interests in the account.

Investment of net proceeds	$102,000,000 of the proceeds from this offering and the sale of the private units will held in trust will be invested only in U.S. government treasury bills, notes or bonds with a maturity of 185 days or less or in money market funds meeting certain conditions under Rule 2a-7 under the Investment Company Act and which invest solely in U.S. Treasuries.	Proceeds could be invested only in specified securities such as a money market fund meeting conditions of the Investment Company Act or in securities that are direct obligations of, or obligations guaranteed as to principal or interest by, the United States.

Receipt of interest on escrowed funds	Interest on proceeds from the trust account to be paid to stockholders is reduced by any taxes paid or payable and up to $50,000 payable for dissolution expenses.	Interest on funds in escrow account would be held for the sole benefit of investors, unless and only after the funds held in escrow were released to us in connection with our consummation of a business combination.

Limitation on fair value or net assets of target business	Our initial business combination must be with one or more target businesses or assets having an aggregate fair market value of at least 80% of the value of the trust account (less any taxes payable on interest earned) at the time of the agreement to enter into such initial business combination.	The fair value or net assets of a target business must represent at least 80% of the maximum offering proceeds.

Trading of securities issued	The units will begin trading on or promptly after the date of this prospectus. The common stock and warrants comprising the units will begin to trade separately on the 52^nd day after the date of this prospectus unless Roth Capital Partners inform us of its decision to allow earlier separate trading, provided we have filed with the SEC a Current Report on Form 8-K, which includes an audited balance sheet reflecting our receipt of the proceeds of this offering.	No trading of the units or the underlying common stock or warrants would be permitted until the completion of a business combination. During this period, the securities would be held in the escrow or trust account.

Exercise of the warrants	The warrants cannot be exercised until 30 days after the completion of an initial business combination and, accordingly, will be exercised only after the trust account has been terminated and distributed.	The warrants could be exercised prior to the completion of a business combination, but securities received and cash paid in connection with the exercise would be deposited in the escrow or trust account.

Election to remain an investor	We will either (1) give our stockholders the opportunity to vote on the business combination or (2) provide our public stockholders with the opportunity to sell their common stock to us in a tender offer for cash equal to their pro rata share of the aggregate amount then on deposit in the trust account, less taxes. If we hold a meeting of stockholders to approve a proposed business combination, we will send each stockholder a proxy statement containing information required by the SEC. Alternatively, if we do not hold a meeting and instead conduct a tender offer, we will conduct such tender offer in accordance with the tender offer rules of the SEC and file tender offer documents with the SEC which will contain substantially the same financial and other information about the initial business combination as we would have included in a proxy statement.	A prospectus containing information pertaining to the business combination required by the SEC would be sent to each investor. Each investor would be given the opportunity to notify the company in writing, within a period of no less than 20 business days and no more than 45 business days from the effective date of a post-effective amendment to the company’s registration statement, to decide if he, she or it elects to remain a stockholder of the company or require the return of his, her or its investment. If the company has not received the notification by the end of the 45^th business day, funds and interest or dividends, if any, held in the trust or escrow account are automatically returned to the stockholder. Unless a sufficient number of investors elect to remain investors, all funds on deposit in the escrow account must be returned to all of the investors and none of the securities are issued.

Business combination deadline	If we are unable to complete our initial business combination by 18 months from the closing of this offering, we will, as soon as reasonably possible but not more than ten business days thereafter, distribute the aggregate amount then on deposit in the trust account (net of taxes payable, any interest released to us for our working capital requirements and less up to $50,000 of interest to pay liquidation expenses), pro rata to our public stockholders by way of redemption and cease all operations except for the purposes of winding up of our affairs. As promptly as reasonably possible following such redemption, subject to the approval of our remaining stockholders and our board of directors, we will dissolve and liquidate, subject in each case to our obligations under Delaware law to provide for claims of creditors and the requirements of other applicable law.	If an acquisition has not been consummated within 18 months after the effective date of the company’s registration statement, funds held in the trust or escrow account are returned to investors.

Name	Age		Position
David Gow		58	Chief Executive Officer
Jacob Swain		40	Chief Financial Officer
Lawson Gow		31	Chief Strategy Officer
David Graff		38	Director Nominee
Oliver Luck		61	Director Nominee
Reid Ryan		49	Director Nominee
Steve Webster		69	Director Nominee

Individual	Entity	Role
David Gow	Gow Media	Chairman & CEO
	Vype Media	Board Member

Jacob Swain	Gow Media	Chief Technology Officer
	Incrementum, LLC	Chief Executive Officer

Lawson Gow	The Cannon Houston	Founder, President

Reid Ryan	Round Rock Express	President
	Documentary film on Nolan Ryan	Executive Producer
	Family office	Partner

Oliver Luck	American Campus Communities	Board Member
	Altius Sports Partners, LLC	Advisor

David Graff	Hudl	CEO
	NelNet	Board Member

Steve Webster	Avista Capital	Managing Director
	AEC Partners	Managing Director
	Callon Petroleum	Board Member
	Oceaneering International	Board Member
	Camden Property Trust	Board Member

	Prior to Offering					After Offering⁽²⁾
Name and Address of Beneficial Owner⁽¹⁾	Amount and Nature of Beneficial Ownership		Approximate Percentage of Issued and outstanding common stock			Amount and Nature of Beneficial Ownership		Approximate Percentage of Issued and outstanding common stock
SportsMap, LLC		2,300,000		80	%		2,492,000		19.0	%
David Gow ⁽³⁾		2,300,000		80	%		2,492,000		19.0	%
Jacob Swain ⁽⁴⁾		--		--			--		--
Lawson Gow ⁽⁴⁾		--		--			--		--
David Graff ⁽⁴⁾		--		--			--		--
Oliver Luck ⁽⁴⁾		--		--			--		--
Reid Ryan ⁽⁴⁾		--		--			--		--
Steve Webster ⁽⁴⁾		--		--			--		--
All directors and officers (7 individuals) as a group		2,300,000		80	%		2,492,000		19.0	%

Underwriter	Number of Units
Roth Capital Partners, LLC
Craig-Hallum Capital Group LLC

Total		10,000,000

	No Exercise		Full Exercise
Per Unit	$	0.20	$	0.20
Total(1)	$	2,000,000	$	2,300,000

		Page
Report of Independent Registered Public Accounting Firm		F-2
Balance Sheet as of June 23, 2021		F-3
Statement of Operations for the period from May 14, 2021 (inception) through June 23, 2021		F-4
Statement of Changes in Stockholder’s Equity for the period from May 14, 2021 (inception) through June 23, 2021		F-5
Statement of Cash Flows for the period from May 14, 2021 (inception) through June 23, 2021		F-6
Notes to Financial Statements		F-7

Assets:
Current asset - Cash	$	25,021
Deferred offering costs		49,662
Total assets	$	74,683

Liabilities and Stockholder’s Equity
Due to Related Party		96
Promissory Note - Related Party		50,025
Total current liabilities		50,121

Commitments and contingencies (see Note 6)		—

Stockholder’s Equity:
Preferred stock, $0.0001 par value; 1,000,000 shares authorized; none issued and outstanding		—
Common stock, $0.0001 par value; 100,000,000 shares authorized; 2,875,000 issued and outstanding		288
Additional paid-in capital		24,712
Accumulated deficit		(438	)
Total stockholder’s equity		24,562
Total Liabilities and Stockholder’s Equity	$	74,683

Formation and operating cost	$	438
Net loss	$	(438	)

Basic and diluted weighted average shares outstanding⁽¹⁾		2,500,000
Basic and diluted net loss per common share	$	(0.00	)

	Common Stock				Additional Paid-In		Accumulated
	Shares⁽¹⁾		Amount		Capital		Deficit			Stockholder’s Equity
Balance as of May 14, 2021	—		$	—	$	—	$	—		$	—
Common stock issued to Sponsors		2,875,000		288		24,712					25,000
Net loss		-		-		-		(438	)		(438	)
Balance as of June 23, 2021		2,875,000	$	288	$	24,712	$	(438	)	$	24,562

Cash flows from operating activities:
Net loss	$	(438	)
Adjustments to reconcile net loss to net cash provided by operating activities:
Formation costs paid by related party		363
Changes in current assets and liabilities:
Due to Related Party		96
Net cash provided by operating activities		21

Cash flows from financing activities:
Proceeds from issuance of common stock to Sponsor		25,000
Net cash provided by financing activities		25,000

Net change in cash		25,021
Cash, beginning of the period		—
Cash, end of the period	$	25,021

Supplemental disclosure of cash flow information:
Deferred offering costs paid by Sponsor under the promissory note	$	49,662

SEC Registration Fees			23,368
FINRA Filing Fees			32,628
Accounting fees and expenses			40,000
Printing and engraving expenses			35,000
Nasdaq Global Market expenses (including deferred amounts)			50,000
Transfer agent fees			40,000
Legal fees and expenses			235,000
Miscellaneous⁽¹⁾			174,004
Total			630,000

	(b)	A corporation shall have power to indemnify any person who was or is a party or is threatened to be made a party to any threatened, pending or completed action or suit by or in the right of the corporation to procure a judgment in its favor by reason of the fact that the person is or was a director, officer, employee or agent of the corporation, or is or was serving at the request of the corporation as a director, officer, employee or agent of another corporation, partnership, joint venture, trust or other enterprise against expenses (including attorneys’ fees) actually and reasonably incurred by the person in connection with the defense or settlement of such action or suit if the person acted in good faith and in a manner the person reasonably believed to be in or not opposed to the best interests of the corporation and except that no indemnification shall be made in respect of any claim, issue or matter as to which such person shall have been adjudged to be liable to the corporation unless and only to the extent that the Court of Chancery or the court in which such action or suit was brought shall determine upon application that, despite the adjudication of liability but in view of all the circumstances of the case, such person is fairly and reasonably entitled to indemnity for such expenses which the Court of Chancery or such other court shall deem proper.

	(c)	To the extent that a present or former director or officer of a corporation has been successful on the merits or otherwise in defense of any action, suit or proceeding referred to in subsections (a) and (b) of this section, or in defense of any claim, issue or matter therein, such person shall be indemnified against expenses (including attorneys’ fees) actually and reasonably incurred by such person in connection therewith.

	(d)	Any indemnification under subsections (a) and (b) of this section (unless ordered by a court) shall be made by the corporation only as authorized in the specific case upon a determination that indemnification of the present or former director, officer, employee or agent is proper in the circumstances because the person has met the applicable standard of conduct set forth in subsections (a) and (b) of this section. Such determination shall be made, with respect to a person who is a director or officer at the time of such determination, (1) by a majority vote of the directors who are not parties to such action, suit or proceeding, even though less than a quorum, or (2) by a committee of such directors designated by majority vote of such directors, even though less than a quorum, or (3) if there are no such directors, or if such directors so direct, by independent legal counsel in a written opinion, or (4) by the stockholders.

	(e)	Expenses (including attorneys’ fees) incurred by an officer or director in defending any civil, criminal, administrative or investigative action, suit or proceeding may be paid by the corporation in advance of the final disposition of such action, suit or proceeding upon receipt of an undertaking by or on behalf of such director or officer to repay such amount if it shall ultimately be determined that such person is not entitled to be indemnified by the corporation as authorized in this section. Such expenses (including attorneys’ fees) incurred by former officers and directors or other employees and agents may be so paid upon such terms and conditions, if any, as the corporation deems appropriate.

	(f)	The indemnification and advancement of expenses provided by, or granted pursuant to, the other subsections of this section shall not be deemed exclusive of any other rights to which those seeking indemnification or advancement of expenses may be entitled under any bylaw, agreement, vote of stockholders or disinterested directors or otherwise, both as to action in such person’s official capacity and as to action in another capacity while holding such office. A right to indemnification or to advancement of expenses arising under a provision of the certificate of incorporation or a bylaw shall not be eliminated or impaired by an amendment to such provision after the occurrence of the act or omission that is the subject of the civil, criminal, administrative or investigative action, suit or proceeding for which indemnification or advancement of expenses is sought, unless the provision in effect at the time of such act or omission explicitly authorizes such elimination or impairment after such action or omission has occurred.

	(g)	A corporation shall have power to purchase and maintain insurance on behalf of any person who is or was a director, officer, employee or agent of the corporation, or is or was serving at the request of the corporation as a director, officer, employee or agent of another corporation, partnership, joint venture, trust or other enterprise against any liability asserted against such person and incurred by such person in any such capacity, or arising out of such person’s status as such, whether or not the corporation would have the power to indemnify such person against such liability under this sect

	(h)	For purposes of this section, references to “the corporation” shall include, in addition to the resulting corporation, any constituent corporation (including any constituent of a constituent) absorbed in a consolidation or merger which, if its separate existence had continued, would have had power and authority to indemnify its directors, officers, and employees or agents, so that any person who is or was a director, officer, employee or agent of such constituent corporation, or is or was serving at the request of such constituent corporation as a director, officer, employee or agent of another corporation, partnership, joint venture, trust or other enterprise, shall stand in the same position under this section with respect to the resulting or surviving corporation as such person would have with respect to such constituent corporation if its separate existence had continued.

	(i)	For purposes of this section, references to “other enterprises” shall include employee benefit plans; references to “fines” shall include any excise taxes assessed on a person with respect to any employee benefit plan; and references to “serving at the request of the corporation” shall include any service as a director, officer, employee or agent of the corporation which imposes duties on, or involves services by, such director, officer, employee or agent with respect to an employee benefit plan, its participants or beneficiaries; and a person who acted in good faith and in a manner such person reasonably believed to be in the interest of the participants and beneficiaries of an employee benefit plan shall be deemed to have acted in a manner “not opposed to the best interests of the corporation” as referred to in this section.

	(j)	The indemnification and advancement of expenses provided by, or granted pursuant to, this section shall, unless otherwise provided when authorized or ratified, continue as to a person who has ceased to be a director, officer, employee or agent and shall inure to the benefit of the heirs, executors and administrators of such a person.

	(k)	The Court of Chancery is hereby vested with exclusive jurisdiction to hear and determine all actions for advancement of expenses or indemnification brought under this section or under any bylaw, agreement, vote of stockholders or disinterested directors, or otherwise. The Court of Chancery may summarily determine a corporation’s obligation to advance expenses (including attorneys’ fees).

Exhibit No.		Description
1.1		Form of Underwriting Agreement*
1.2		Form of Business Combination Marketing Agreement.*
3.1		Certificate of Incorporation*
3.2		Form of Amended and Restated Certificate of Incorporation*
4.1		Specimen Unit Certificate*
4.2		Specimen Stock Certificate*
4.3		Specimen Warrant Certificate*
4.4		Form of Warrant Agreement between Continental Stock Transfer & Trust Company and the Registrant*
5.1		Opinion of Schiff Hardin*
10.1		Form of Letter Agreement among the Registrant and each of the sponsor, directors and officers of the Registrant*
10.2		Form of Investment Management Trust Agreement between Continental Stock Transfer & Trust Company and the Registrant*
10.3		Form of Registration Rights Agreement between the Registrant and Securityholders*
10.4		Form of Indemnity Agreement*
10.5		Form of Private Placement Units Subscription Agreement*
10.6		Form of Administrative Services Agreement*
14		Form of Code of Ethics*
23.1		Consent of Marcum LLP*
99.1		Audit Committee Charter*
99.2		Compensation Committee Charter*
99.3		Nominating Committee Charter*
99.4		Consent of David Graff *
99.5		Consent of Oliver Luck*
99.6		Consent of Reid Ryan*
99.7		Consent of Steve Webster*

	SPORTSMAP TECH ACQUISITION CORP.

	By:	/s/ David Gow
	Name:	David Gow
	Title:	Chief Executive Officer