MultiSensor AI Holdings, Inc DEFA14A, filed Jun 16, 2023
MultiSensor AI Holdings, Inc. (MSAI)
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 8-K
CURRENT REPORT
Pursuant to Section 13 or Section 15(d)
of the Securities Exchange Act of 1934
Date of Report (Date of earliest event reported): June 14, 2023
SPORTSMAP TECH ACQUISITION CORP.
(Exact name of registrant as specified in its charter)
| Delaware | 001-40916 | 86-3938682 |
| (State or other jurisdiction
of incorporation or organization) |
(Commission File Number) | (IRS Employer Identification Number) |
5353 WEST ALABAMA, SUITE 415
HOUSTON, texas 77056
(Address of principal executive offices and zip code)
(713) 479-5302
(Registrant’s telephone number, including area code)
Not Applicable
(Former name or former address, if changed since last report)
Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation to the registrant under any of the following provisions:
¨ Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
|
x Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
|
¨ Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
|
| ¨ Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c)) |
Securities registered pursuant to Section 12(b) of the Act:
| Title of each class | Trading
Symbol (s) |
Name
of each exchange on which registered | ||
| Units, each consisting of one share of common stock, $0.0001 par value and three-quarters of one redeemable warrant | SMAPU | The NASDAQ Stock Market LLC | ||
| Common Stock, par value $0.0001 per share | SMAP | The NASDAQ Stock Market LLC | ||
| Warrants, each whole warrant exercisable for one share of common stock at an exercise price of $11.50 per whole share | SMAPW | The NASDAQ Stock Market LLC |
Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 or Rule 12b-2 of the Securities Exchange Act of 1934.
Emerging growth company x
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 13(a) of the Exchange Act. ¨
Item 7.01. Regulation FD Disclosure.
Attached as Exhibit 99.1 is an investor presentation dated June 2023 that SportsMap Tech Acquisitions Corp. (the “Company” or “SportsMap”) and Infrared Cameras Holdings, Inc. (“ICI”) have prepared for use in connection with an investor presentation that the Company and ICI regarding the business combination pursant to the Business Combination Agreement (the “Business Combination Agreement”) among the Company, ICI, and ICH Merger Sub Inc.
The information in this Item 7.01 and Exhibit 99.1 attached hereto shall not be deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), or otherwise subject to the liabilities of that section, nor shall it be deemed incorporated by reference in any filing under the Securities Act or the Exchange Act, except as expressly set forth by specific reference in such filing.
Additional Information and Where to Find It
This Current Report relates to a proposed business combination transaction involving SportsMap and ICI. In connection with the proposed transaction, SportsMap initially filed the Proxy Statement on Schedule 14A with the SEC on May 10, 2023 (the "Proxy Statement"). SportsMap will also file other documents regarding the proposed transaction with the SEC. Before making any voting decision, investors and securityholders of SportsMap are urged to read the Proxy Statement and all other relevant documents filed or that will be filed with the SEC in connection with the proposed transaction as they become available because they will contain important information about 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).
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. Additional information regarding the interests of those persons and other persons who may be deemed participants in the proposed transaction may be obtained by reading the Proxy Statement regarding the proposed transaction. Information about SportsMap’s directors and executive officers and their ownership of SportsMap common stock is set forth in SportsMap’s Annual Report on Form 10-K for the year ended December 31, 2022, filed with the SEC on March 31, 2023. These documents can be obtained free of charge from the sources indicated above.
Cautionary Note Regarding Forward-Looking Statements
This Current Report 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, 2022, or the Proxy Statement. 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 Current Report, 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 SportsMap related to the business combination agreement or the proposed transaction; the ability to maintain the listing of SportsMap’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; SportsMap’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 Current Report 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 forward-looking statements will be achieved. Neither ICI nor SportsMap gives any assurance that any of ICI or SportsMap, 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 Current Report 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 forward-looking 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.
No Offer or Solicitation
This Current Report 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.
Item 9.01. Financial Statements and Exhibits.
(d) Exhibits.
| Exhibit No. | Description | |
| 99.1 | Investor Presentation dated June 2023. | |
| 104 | Cover Page Interactive Data File (embedded within the Inline XBRL document). |
SIGNATURE
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
| SPORTSMAP TECH ACQUISITION CORP. | ||
| Date: June 16, 2023 | By: | /s/ David Gow |
| Name: | David Gow | |
| Title: | Chief Executive Officer | |
Exhibit 99.1
Investor Presentation June 2023
This presentation (the “ Presentation ”) is provided for information purposes only and has been prepared to assist interested parties in making their own evaluatio n w ith respect to a potential business combination between SportsMap Tech Acquisition Corp. (“ SportsMap ”) and Infrared Cameras Holdings, Inc. (together with its direct and indirect subsidiaries, collectively, the “ Company ” or “ ICI ”), and related transactions (the “ Proposed Business Combination ”) and for no other purpose. No representations or warranties, express or implied are given in, or in respect of, this Presentation. To the fullest extent pe rmitted by law in no circumstances will SportsMap, ICI or any of their respective subsidiaries, stockholders, affiliates, representatives, partners, directors, officers, employees, advisers or agents be responsible or liable for any di rec t, indirect or consequential loss or loss of profit arising from the use of this Presentation, its contents, its omissions, reliance on the information contained within it, or on opinions communicated in relation thereto or otherwise aris ing in connection therewith. Industry and market data used in this Presentation have been obtained from third - party industry publications and sources as well as from research reports prepared for other purposes. Neither SportsMap nor I CI has independently verified the data obtained from these sources and cannot assure you of the data’s accuracy or completeness. This data is subject to change. In addition, this Presentation does not purport to be all - inclusive or to contain all of the information that may be required to make a full analysis of ICI or the Proposed Business Combination. Viewers of this Presentation should each make their own evaluation of ICI and of the relevance and adequacy of t he information and should make such other investigations as they deem necessary. Forward - Looking Statements This Presentation contains certain forward - looking statements within the meaning of the federal securities laws with respect to the proposed transaction between ICI and SportsMap, including statements regarding the benefits of the transaction, the anticipated timing of the transaction, the services offered by ICI and the markets in which it operates, and IC I’s projected future results. These forward - looking statements generally are identified by the words “believe,” “project,” “expect,” “anticipate,” “estimate,” “intend,” “strategy,” “future,” “opportunity,” “plan,” “may,” “should,” “will, ” “ would,” “will be,” “will continue,” “will likely result,” and similar expressions. Forward - looking statements are predictions, projections and other statements about future events that are based on current expectations and assumptions and, as a result, are subject to risks and uncertainties. Many factors could cause actual future events to differ materially from the forward - looking statements in this document, including but not limited to: ( i ) the risk that the transaction may not be completed in a timely manner or at all, which may adversely affect the price of Sp ort sMap’s securities, (ii) the risk that the transaction may not be completed by SportsMap’s business combination deadline and the pote nti al failure to obtain an extension of the business combination deadline if sought by SportsMap, (iii) the failure to satisfy the conditions to the consummation of the transaction, (iv) the lack of a third party valuation in determining whe the r or not to pursue the proposed transaction, (v) the occurrence of any event, change or other circumstance that could give rise to the termination of the agreement and plan of merger, (vi) the effect of the announcement or pendency of th e t ransaction on ICI’s business relationships, performance, and business generally, (vii) risks that the proposed transaction disrupts current plans of ICI and potential difficulties in ICI employee retention as a result of the proposed tr ans action, (viii) the outcome of any legal proceedings that may be instituted against ICI or against SportsMap related to the agreement and plan of merger or the proposed transaction, (ix) the ability to maintain the listing of SportsMap’s secu rit ies on NASDAQ, (x) volatility in the price of SportsMap’s securities due to a variety of factors, including changes in the competitive and highly regulated industries in which ICI plans to operate, variations in performance across competitors, cha nges in laws and regulations affecting ICI’s business and changes in the combined capital structure, (xi) the ability to implement business plans, forecasts, and other expectations after the completion of the proposed transaction, and ide ntify and realize additional opportunities, and (xii) the risk of downturns in the highly competitive additive manufacturing industry. The foregoing list of factors is not exhaustive. You should carefully consider the foregoing factors and the other risks and uncertainties described in the “Risk Factors” section of SportsMap’s Annual Report on Form 10 - K, Quarterly Reports on Form 10 - Q and other documents filed by SportsMap from time to time with the U.S. Securities and Excha nge Commission (the “SEC”), including its Proxy Statement on Schedule 14A initially filed with the SEC on May 10, 2023 (the “Proxy Statement”). These filings identify and address other important risks and uncertainties that could cause actual events and results to diff er materially from those contained in the forward - looking statements. Forward - looking statements speak only as of the date they are made. Readers are cautioned not to put undue reliance on forward - l ooking statements, and ICI and SportsMap assume no obligation and do not intend to update or revise these forward - looking statements, whether as a result of new information, future events, or otherwise. Neither ICI nor SportsMap gives any assurance that either ICI or SportsMap will achieve its expectations. Use of Projections This Presentation contains projected financial information with respect to ICI. Such projected financial information constitu tes forward - looking information and is for illustrative purposes only and should not be relied upon as necessarily being indicative of future results. The assumptions and estimates underlying such financial forecast information are inherent ly uncertain and are subject to a wide variety of significant business, economic, competitive and other risks and uncertainties. See “Forward - Looking Statements” above. Actual results may differ materially from the results contemplated by the financial forecast information contained in this Presentation, and the inclusion of such information in this Presentation should not be regarded as a representation by any person that the results reflected in such forecasts will be ac hie ved. In particular, there can be no assurance that ICI’s historical returns from past acquisitions will be achieved on future acquisitions. Neither the independent auditors of SportsMap nor the independent registered public accounti ng firm of the Company audited, reviewed, compiled or performed any procedures with respect to the projections for the purpose of their inclusion in this Presentation and, accordingly, neither of them expressed an opinion or pr ovided any other form of assurance with respect thereto for the purpose of this Presentation. There are numerous factors related to the markets in general or the implementation of any operational strategy that cannot be fully acc oun ted for with respect to the projections herein. Any targets or estimates are therefore subject to a number of important risks, qualifications, limitations and exceptions that could materially and adversely affect SportsMap and the Comp any ’s performance. Moreover, actual events are difficult to project and often depend upon factors that are beyond the control of SportsMap and the Company and its affiliates. Disclaimer 2
Financial Information; Non - GAAP Financial Measures The financial information and data contained in this Presentation is unaudited and does not conform to Regulation S - X. According ly, such information and data may not be included in, may be adjusted in or may be presented differently in, the Proxy Statement, and such differences may be material. In particular, all ICI projected financial information included he rei n is preliminary and subject to risks and uncertainties. Any variation between ICI’s actual results and the projected financial information included herein may be material. Some of the financial information and data contained in this relates to certain preliminary financial results of ICI for the thr ee or twelve months ended March 31, 2023, which are based on preliminary, unaudited date. ICI has not completed its financial closing procedures for the three months ended March 31, 2023 and actual results may be materially different fro m s uch estimates. Some of the financial information and data contained in this Presentation, such as Adjusted EBITDA, has not been prepared in acc ordance with GAAP. SportsMap and ICI believe that the use of these non - GAAP financial measures provides an additional tool for investors to use in evaluating historical or projected operating results and trends in and in comparin g I CI's financial measures with other similar companies, many of which present similar non - GAAP financial measures to investors. Management does not consider these non - GAAP measures in isolation or as an alternative to financial measures deter mined in accordance with GAAP. The principal limitation of these non - GAAP financial measures is that they exclude significant expenses and revenue that are required by GAAP to be recorded in ICI's financial statements. In addi tio n, they are subject to inherent limitations as they reflect the exercise of judgments by management about which expense and revenue items are excluded or included in determining these non - GAAP financial measures. In order to compensat e for these limitations, management presents historical non - GAAP financial measures in connection with GAAP results. You should review ICI's audited financial statements, which are included in the Proxy Statement. However, not all of the information necessary for a quantitative reconciliation of the forward - looking non - GAAP financial measures to the most directly comparable GAAP financial measures is available without unreasonable efforts at this time. Additional Information and Where to Find It This Presentation relates to a proposed transaction between ICI and SportsMap . This Presentation does not constitute an offer. In connection with the proposed transaction, SportsMap filed the Proxy Statement with the SEC on May 10, 2023. SportsMap will also file other documents regarding the proposed transaction with the SEC. Before making any voting decision, investors an d securityholders of SportsMap are urged to read the Proxy Statement and all other relevant documents filed or that will be filed with the SEC in connection with the proposed transaction as they become available becau se they will contain important information about the proposed transaction. Investors and securityholders may obtain free copies of the Proxy Statement and all other relevant documents filed or that wi ll be filed with the SEC by SportsMap through the website maintained by the SEC at www.sec.gov. In addition, the documents filed by SportsMap may be obtained free of charge from SportsMap's addition, the documents filed by SportsMap may be obtained free of charge from SportsMap's website at www.sportsmaptech.com or by written request to SportsMap at 5353 West Alabama, Suite 415, Houston, Texas 77056. Participants in Solicitation SportsMap and ICI and their respective directors and officers may be deemed to be participants in the solicitation of proxies from Spor ts Map’s stockholders in connection with the proposed transaction. Additional information regarding the interests of those persons and other persons who may be deemed participants in the proposed transaction may be obtained by re adi ng the Proxy Statement regarding the proposed transaction. You may obtain a free copy of these documents as described in the preceding paragraph. Trademarks and Trade Names SportsMap and ICI own or have rights to various trademarks, service marks and trade names that they use in connection with th e o peration of their respective businesses. This Presentation also contains trademarks, service marks and trade names of third parties, which are the property of their respective owners. The use or display of third parties’ tradema rks , service marks, trade names or products in this Presentation is not intended to, and does not imply, a relationship with SportsMap or ICI, or an endorsement or sponsorship by or of SportsMap or the Company. Solely for convenienc e, the trademarks, service marks and trade names referred to in this Presentation may appear without the ®, ¯ or SM symbols, but such references are not intended to indicate, in anyway, that SportsMap or ICI will not assert, to the fullest e xt ent under applicable law, their rights or the rights of the applicable licensor to these trademarks, service marks and trade names. Disclaimer 3
Earnout Strong incentive structure facilitated by an earnout provision whereby 2.4 million additional shares will be released to ICI based on a share price performance target and 2024E revenue target Valuation Transaction implies a $149 million pro forma enterprise value Equates to 6.7x NTM (E) 3 revenue of $22.1 million Transaction Overview 4 Transaction Summary Capital Structure SportsMap Tech Acquisition Corp. (“SMAP”), a publicly listed special purpose acquisition corporation with approximately $17 million cash in trust, is expected to merge with Infrared Cameras Holdings, Inc. (“ICI”) Existing ICI shareholders will roll 100% of their equity Transaction is expected to be funded by a combination of SMAP cash in trust and newly issued SMAP shares Parties intend to raise proceeds from a PIPE or non - redemption agreements in conjunction with the business combination 1 Target transaction close expected in the second half of 2023 Post - transaction, ~$20 million cash on balance sheet to accelerate growth and strategic opportunities as well as enable significant optionality to enhance profitability Illustrative Pro Forma Ownership Notes: All post - closing ownership figures and cash figures assume no redemptions by SMAP's public stockholders; all post - closing ownership figures exclude ( i ) impact of any of SMAP's warrants, earnout or shares issued as stock - based compensation and (ii) any ICI options that convert to SMAP options at closing 1 No PIPE commitments or non - redemption agreements have been secured and there are no assurances that any financing will be rais ed or what the terms of that financing may be 2 Assumes that in lieu of cash payment, certain transaction fees and expenses are paid in shares of common stock of the new c omp any at close of the business combination 3 NTM (E) defined as 7/1/23 to 6/30/24 4.5% 22.3% 62.9% 10.3% Existing ICI shareholders SPAC shareholders Sponsor shares Fees & expenses 2
Gary Strahan CEO Peter Baird CFO Our Team 5 Jeff Guida CIO David Gow Chairman & CEO Steve Winch President
Executive Summary
What we do: Integrated Sensing as a Service 7 x ICI builds integrated thermal imaging and sensing platforms – including high - resolution thermal imaging along with visible, acoustic, and laser spectroscopy imagers and sensors supported by proprietary edge and cloud software x Sensing platforms are utilized by organizations to protect critical assets and optimize operations across a wide range of industries x We believe that our pioneering digital sensing technology platform positions us at the center of a global revolution in real - time, cloud - enabled SaaS sensing for industrial applications x Our cloud - connected continuous streaming thermal data and automated insights replaces costly, labor - intensive, intermittent manual thermal analysis, and cloud - connected thermal big data capture enables applied artificial intelligence x We estimate the global total addressable market (“TAM”) for thermal solutions in our target markets to be approximately $14 billion with significant upside when broader cloud - based deployments are implemented ICI is revolutionizing the Integrated Sensing as a Service market
Why The Sensing as a Service Opportunity Exists Now 8 90% price reduction over the last 20 years in the cost of infrared thermal components Sensor size decreases support proliferation of use cases SaaS cloud adaptation enabling complex solutions Introduction of Artificial intelligence & big data Reduction of complexity & connectivity of sensors to products GPS and GIS allow for accurate location & parameter specifications
ICI Snapshot 9 Revenue $6M 2019 $22M NTM (E) ~3.5x Enterprise Customers 2 75 2019 232 2022 ~3.1x Devices & Systems Sold 2020 - 2022 1 >9000 1 Defined as the approximate number of fixed - mount and handheld thermal camera systems sold between January 2020 and December 20 22 2 Defined as Fortune 1000 companies and equivalent government agencies and academic institutions with >$5,000 revenues; 2023 fig ure includes all customers served between 2020 and June 2023 Unified Platform for Intelligent Infrared Sensing Proprietary SaaS Cloud Leading Sensor Platform Smart IR Seamless Service Overlay
Investment Highlights 10 Full - stack SaaS & sensor solution Suited for complex & demanding environments where high accuracy is paramount Superior sensing thermal technology Creates actionable intelligence from always - on, high fidelity data stream & seamlessly marries devices & software >$14 billion TAM 1 U.S. potential market for existing software (>$5b) and hardware (>$9b) into existing industrial use cases World class management team Clarity of vision & track record to capitalize on market opportunity Large, diverse blue - chip customer base Existing relationships provide immediately addressable SaaS opportunity Exceptional unit economics Sustainably high gross margins & aggressive shift to SaaS ARR revenue model Consistent organic growth in core business Adoption continues to grow across ICI’s industrial focus areas 1 We define our total addressable market (“TAM”) as thermal infrared technology applications (devices & software) primarily i n t he oil & gas, distribution & logistics, manufacturing and utilities end markets in the U.S., where we currently engage and maintain customer relationships. We estimate the TAM in our targeted markets based on a c omb ination of the total number of estimated potential sites in a given market, our expectations regarding the scope of potential use cases for our thermal infrared technology solutions in those markets, our e sti mates of average selling prices for our products in those markets and the potential opportunity for software solutions to increase the utility of thermal infrared technology solutions. Using this methodology, we estimate that the global TAM in these markets will be approximately $14 billion in 2023.
Thermal Infrared Technology Explained 11 x Infrared radiation is electromagnetic radiation whose wavelength is longer than that of visible light (400 - 700 nm) x Every object gives off thermal radiation, which is energy that can be viewed with an infrared camera x Infrared thermography is the acquisition, storage and analysis of radiated energy using a thermal infrared imaging system Thermal Infrared Technology Overview Key Benefits ICI’s Area of Focus Areas with Great Value Creation Collection of large amounts of thermal data for analysis Continuous monitoring and alerting Will not deface or destroy the product Fast response within milliseconds Pattern observation and evaluation 06 05 04 03 02 Temperature calculations without contact 01
Our Technology 12 Early Fire Detection Pressure Vessel Monitoring Cloud Broad device portfolio paired with Edge + Cloud software creates transformational solutions Methane Leak Detection Belt System Monitoring Edge Software Platform
13 Redefining the Market Opportunity ICI is positioned to define and tap into multiple large and growing markets Distribution & Logistics x Conveyor system anomaly detection x Hot spot detection x Process automation x Predictive maintenance x Failure avoidance Oil & Gas Manufacturing Utilities x Gas/liquid leak detection x Tank - level and flare monitoring x Pipeline leak detection x Gas processing safety monitoring x Power panel monitoring x Production motor drives and vehicles x Early fire detection x Electrified transport battery monitoring x Arrestor, columns and termination monitoring x Transformer leak detection x Fault detection x Solar field and wind turbine inspection Conveyor System Monitoring Gas Leak Detection Utility T&D Monitoring Yield Improvement & Waste Reduction
ICI’s Technology Provides Competitive Differentiation and Delivers Tangible Customer Value 14 Clear, inherent advantages underpin superior solutions for customers Full - stack solution enables easy - to - use customer experience SaaS backbone enables rapid scaling and ability to target multiple end markets Proven performance easy to demonstrate competitive advantages relative to legacy players Technological superiority opens up new and less trafficked use cases
Business Overview
Archival & Retrieval ICI Smart IR Solution Smart IR Archival & Retrieval : Store infrared and visible videos and data streams on the cloud platform to enable long - term analyses, enhanced AI model training, and data retention compliance Updates : Ongoing cloud and edge software updates to enable ever - improving functionality , as well as camera device monitoring to ensure optimum performance Viewing Station : View live infrared & visible video+data feeds from ICI cameras through a web - based dashboard combining real - time alerts with thermal analytics Alerts & Alarms: Live Alert & Alarm notifications can be sent to teams or individuals via email, SMS, Slack, and other channels Integrations: Flexible integrations enable Alerts & Alarms to automatically generate system work orders or trigger facility responses in enterprise EAM, DCS, and SCADA systems Analytics : A comprehensive analytics and dashboard suite allows users to identify thermal insights to optimize maintenance and operations ICI Value Prop: Reduces costs and prevents business interruption through AI - software enabled multi - sensor predictive maintenance, production monitoring and general facility protection Viewing Station Alerts & Alarms Integrations Analytics Updates
17 ICI Smart IR Dashboard Home page provides geographic (GIS) overview of Sites, Devices, and Al erts Quick status overview of every Site in the Enterprise Easy access to most recent anomaly Alerts
18 ICI Smart IR Alerts Real - time Alerts panel to monitor & manage every insight, from detection to Work Order to resolution 18 • Forward Alerts via email • Update Alert status • Generate Work Order through EAM integration
19 ICI Smart IR Workstation Single pane - of - glass view of every camera, with real - time Alerts and comprehensive video and data archives • View Live and Recorded video streams for every camera • Access temperature data over time for every Region of Interest (ROI) across the Enterprise
ICI’s Smart IR drives early anomaly detection to prevent unscheduled downtime Set Alerts based on custom temperature thresholds for automatic monitoring Select multiple regions of interest (“ROIs”) using full polygon capability 1 2 Edge Cloud Receive automatic Alert notifications and drill down to temperature data trends Monitor every camera in the enterprise from a single dashboard Trigger Repairs / Work Orders & monitor anomaly remediation before failures occur 3 4 5 TURN - KEY SOLUTION DELIVERS RETURN ON INVESTMENT (ROI) OF >20X Global On - Line Retailer – Distribution Center Solution 20
Global On - Line Retailer – Distribution Center Solution 21 ICI’s Smart IR prevents unscheduled downtime 3 - Year Plan 2023 | Phase 1 $3.9M YE ARR 1 On - Line Retailer UK / EU 90 new sites (108 total) ~1000 Incremental Subscriptions 2024 | Phase 2 $13.3M YE ARR 1 On - Line Retailer EU / Japan / Australia 250 new sites (358 total) 2,500 Incremental Subscriptions 2025 | Phase 3 $27.1M YE ARR 1 On - Line Retailer NA / Global 350 new sites (708 total) +3,500 Incremental Subscriptions ICI’s cameras are used in Customer’s distribution centers to monitor conveyor belts, rollers, bearings, and motors to detect imm inent failures and avoid costly maintenance downtime. Before adding ICI’s technology, Customer used less frequent manual temperatur e checks. 1 Defined as Customer Year End Annual Recurring Revenue on 12/31 of each year Draft 3 - year Timeline Illustrative timeline for discussion
“Big 3 Automaker” Case Study|EV Early Fire Detection 22 H1 2024 | Phase 2 H2 2024 | Phase 3 2023 | Phase 1 2 - Year Plan $125K YE ARR 1 $275K YE ARR 1 $2.5M YE ARR 1 Battery Lab 1a Battery Lab 1b Rollout 1 Site 1 Site 11 Sites 36 Incremental Subscriptions 74 Incremental Subscriptions 1000+ Incremental Subscriptions Client 2024 Internal Goals x 11 total sites (50% install) x Average 100 subs / site at $2.5K / sub x Total $2.0M / year After additional dialogue with management, ICI uncovered 16 different applications that ICI solutions could help address # Project 1 Battery lab (phase 1) 2 Battery lab (phase 2) 3 Truck Plant (switch gear monitoring) 4 Data center (generators) 5 Data center (PCU gallery breakers) 6 Data center (chilled water pumps) 7 Battery lab (testing cells) 8 Battery lab (testing cells expansion) 9 RIC research projects (software for lab view) 10 RIC research projects (software for lab view) 11 Rotunda center (people counting) 12 Truck Plant (walkaround maintenance) 13 Truck Plant (walkaround maintenance) 14 Data center (walkaround maintenance) 15 Data center (walkaround maintenance) 16 Testing lab (shaker table) ICI’s cameras are used at Big 3 Automaker’s manufacturing plants to continuously monitor temperature levels of electric vehic le batteries to avoid potential fires. 1 Defined as Customer Year End Annual Recurring Revenue on 12/31 of each year Draft 2 - year Timeline Illustrative timeline for discussion
Smart IR Is Designed to Revolutionize Reliability Legacy Solutions ICI’s Thermal Sensing as a Service Devices only solution Full stack solution Human operator dependent (expensive, periodic and inconsistent) Fully automated (cost effective, continuous and consistent) Handheld device nodes with periodic inspections Connected network nodes with continuous data feed Build your own software Software enabled and customized with standard tools Manual analytics with results documented as written reports Automated AI - driven analytics and actionable insights Data silos = Missed warning signs Big data = Cloud insights across customer spectrum 23 Paper Based Reporting
Driving New Customer Expansion In Established Verticals 24 Selected ICI Customers Potential Adjacent Customers Distribution & Logistics Manufacturing Utilities Oil & Gas Global On - Line Retailer Big 3 U.S. Automaker Nationally Recognized Utilities Brand Multinational Energy Corporation
Financial Summary
Illustrative Per Unit Economics Support Commercial Strategy 26 Note: Represents 2022E unit economics for new customers; assumes 100% attachment rate from Devices to SaaS device sold a verage selling p rice a verage r evenue per device sold 1 $5,000 $5,000 a verage cost of device gross profit per device $3,000 $2,000 device sold annual SaaS revenue per camera ARR per device 1 $2,500 $2,500 average contract length (years) subscription TCV per device 5 $12,500 Total average gross profit per device SaaS 5 - year ARR per device LTV per device $ 2 ,000 $12,500 $14,500 SaaS Devices and benefit of SaaS attachment
Total Addressable Market in U.S. > $14bn 27 ▪ Implies potential ARR from SaaS sales of >$5bn per year ▪ Implies aggregate device - sale revenues of >$9bn Potential Fixed - Mount Systems by Vertical – U.S. U.S. only – thousands of systems Commentary Note: Assumes $6,000 ASP for fixed - mount hardware and $3,500 average subscription price per system per year. 1,545 257 295 550 443 Distribution Manufacturing Oil & Gas Utilities Total Potential Systems by Vertical - U.S. ('000)
Inventory / “Cash - Free COGS” 28 ▪ ICI has a large inventory balance of finished goods devices and components ▪ Allows for superior delivery times on competitive devices (2 - 3 days vs. 4 - 6 weeks for competitors) ▪ Provides significant flexibility on device pricing and bundling with SaaS (without impact on future cash flows) ▪ Potentially very helpful in generating SaaS sales traction with new customer ▪ Also provides asset underpin to valuation $33.1 $9.6 $2.0 $11.6 Inventory Supplier Deposits Total Potential "Cash-Free COGS" Revenues ICI Inventory and Supplier Deposits USD in millions; audited as of December 31, 2022 Commentary Note: Assumes 65% GAAP gross margin on sale of existing inventory and supplier deposits 1 Represents supplier deposits held in cash with major component suppliers 1
Financial Outlook 29 Gross Margin 47% 53% 64% 62% 4 66% Notes: Amounts reflected for historical periods were subject to audits performed under AICPA standards and do not conform to Reg ulation S - X; amounts to be included in the proxy statement relating to the transaction may differ as a result of audit to PCAOB standards; Adjusted EBITDA is shown on a secondary axis 1 Reflects ICI estimates for sales of products that were deployed primarily for detection of elevated body temperature in hum ans for protection of public health at the onset and height of the COVID - 19 pandemic 2 Adjusted EBITDA for 2020 and 2021 also favorably impacted by sales of products for biorisk applications 3 See page 23 for a summary of key assumptions underlying ICI’s 2023E forecasts 4 2022 and 2023E Gross Margin figures adjusted for inventory changes 5 NTM (E) defined as 7/1/23 to 6/30/24 3 Estimated revenue for non - biorisk applications 1 Estimated revenue for biorisk applications 1 USD in millions Adjusted EBITDA 2 $5.6 $7.5 $5.8 $7.3 $22.1 $75.7 $23.0 $1.0 $35.3 $4.8 - $7.1 $2.0 -30 -20 -10 0 10 20 30 40 50 60 70 0 10 20 30 40 50 60 70 80 90 Manufacturing 2020 2021 2022 NTM (E)
Transaction Overview
Pro forma capitalization Shares outstanding 15.9 Price per share $10.00 Equity value $159.0 ( - ) Cash to balance sheet $19.9 (+) Debt 1 $10.0 Enterprise value $149.0 Pro forma ownership Existing ICI shareholders 10.0 Sponsor shares 3.6 SPAC shareholders 1.6 Fees & expenses 2 0.7 Total shares 15.9 Proposed Transaction Summary 31 Sources ICI equity rollover $100.0 Cash remaining in trust $17.2 Convertible notes PIPE 1 $10.0 Total sources $127.2 in millions, except per share values Uses ICI equity rollover $100.0 Cash to balance sheet $19.9 Estimated cash fees & expenses $7.2 Total uses $127.2 4.5% 22.3% 10.3% 62.9% SPAC Shareholders Existing ICI shareholders Sponsor shares Fees & expenses 2 Notes: All post - closing ownership figures and cash figures assume no redemptions by SMAP's public stockholders; all post - closing ownership figures exclude ( i ) impact of any of SMAP's warrants, earnout or shares issued as stock - based compensation and (ii) any ICI options that convert to SMAP options at closing 1 Assumes the successful completion of a PIPE financing, in the amount of $10M in the form of a private placement of converti ble notes, prior to consummation of the business combination; no PIPE commitments have been secured and there are no assurances that any financing will be secured, or what the terms of that finan cin g may be 2 Assumes that in lieu of cash payment, certain transaction fees and expenses are paid in shares of common stock of the new c omp any at close of the business combination
2022E Comparable Company Benchmarking Analysis 32 Source: S&P Capital IQ as of May 30 th , 2023 1 NTM defined as 7/1/23 – 6/30/24 estimates 2 NTM defined as 7/1/22 – 6/30/24 for ICI; comparable company GM% are LTM to 3/31/23 Enterprise Value / NTM 1 Revenue Gross Margin 2 Peer Average: 6.9x Peer Average: 62% na 6.7x 13.4x 8.1x 8.1x 7.9x 6.4x 6.1x 5.0x 4.1x 3.5x 69% 82% 72% 70% 66% 60% 61% 59% 58% 35%
Peer Average: 5% Comparable Company Benchmarking Analysis 33 NTM 1 vs LTM 2 Revenue Growth 46% 13% 10% 9% 7% 7% 5% 5% 0% (11%) Source: S&P Capital IQ as of May 30 th , 2023 1 NTM Revenue as 7/1/23 – 6/30/24 estimates 2 LTM Revenue as 4/1/22 – 3/31/23
Appendix
Financial Model Assumptions 35 Included in this Presentation are the Company’s estimates of its financial performance for Next Twelve Months from 1 July 202 3 t o 30 June 2024 (the “ Financial Projections ”), based on information known as of the date of this Presentation. The Financial Projections were prepared by the Company’s man agement as a part of its long - term planning process and to provide current and potential investors with the Company’s expectations of projected financial performance for their use in evaluating the transaction described in this Presentation. The underlying assumptions on which the Financial Projections are based require significant judgment. As a result, there can be no assurance that the Financial Projections will be an accurate prediction of future results. Key estimates and assumptions underlying the Financial Projecti ons include the following: ▪ Revenue Growth: The Company is expected to realize fast - paced, topline growth directly correlated with its planned investment in sales and marketing efforts. The company plans to spend more than a third of the capital it raises on increasing its marketing spend and building out a nation wid e sales force as it concentrates on building out its SaaS - enabled, fixed - mount offerings in the marketplace. A failure to be able to hire, retain and educate its sa lesforce could materially impact growth rates going forward. ▪ Margin Improvement: The Company is forecasting expanded consolidated gross margins on an annual basis. While some of this ben efi t is expected to be realized from a reduction in cost of inputs for its key products, the majority of gross margin expansion is expected to be realized fr om a greater mix of revenue from its newer SaaS offerings, which yield gross margins in excess of pure device sales. ▪ Operating Expenses: The Company generally anticipates benefits of fixed cost leverage on sales over the duration of its forec ast . However, the Company also anticipates material nominal growth in operating expenses, primarily driven by its investment in its sales force, which is ex pec ted to lead to significant growth in employee headcount as well as a normalization of research and development spend as a percentage of revenue over time as compa red to other SaaS businesses. The Company expects the focus of its research and development build out to be on the continued improvement of its proprietary so ftware offerings. The Company believes that its operating history provides a reasonable basis for the estimates and assumptions underlying the Fin ancial Projections. Changes in these estimates or assumptions, including assumptions regarding business development, marketing effectiveness and operational effic ien cy could materially affect the Financial Projections. As of June 2023, the Financial Projections contained herein continue to represent management’s expectations regarding the Com pan y’s expected future financial performance.
Non - GAAP Reconciliation 36 Adjusted EBITDA Reconciliation USD in millions 2019 2020 2021 2022 NTM (E) 1 GAAP net income / (loss) $0.9 $32.5 $2.8 ($13.3) - (+) Interest expense / (income) – 0.4 0.4 0.1 (0.1) (+) Income tax expense / (benefit) – 1.1 1.1 1.2 - (+) Depreciation and amortization (including impairment) 0.1 1.1 0.4 0.6 0.4 EBITDA $1.0 $35.1 $4.7 ($11.4) $0.5 (+) Stock - based compensation – 0.2 1.0 0.6 0.7 (+) One - time transaction costs – – – 0.4 0.8 (+) One - time financial consulting fees – – – 0.4 - Adjusted EBITDA $1.0 $35.3 $5.7 ($10.0) $2.0 1 NTM (E) defined as 7/1/23 to 6/30/24