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Sportsmap Tech Acquisition Corp. - SMAP

  • Commons

    $9.90

    -0.20%

    SMAP Vol: 3.0K

  • Warrants

    $0.49

    -5.79%

    SMAPW Vol: 199.6K

  • Units

    $10.20

    -1.83%

    SMAPU Vol: 1.5K

Average: 0
Rating Count: 0
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SPAC Stats

Market Cap: 149.0M
Average Volume: 144.4K
52W Range: $9.82 - $10.03
Weekly %: +0.20%
Monthly %: +0.00%
Inst Owners: 0

Info

Target: Searching
Days Since IPO: 47
Unit composition:
Each unit consists of one share of common stock and three-quarters of one warrant
Trust Size: 10000000.0M

Management

Officers and Directors Our amended and restated certificate of incorporation will provide that our officers and directors will be indemnified by us to the fullest extent authorized by Delaware law, as it now exists or may in the future be amended. In addition, our amended and restated certificate of incorporation will provide that our directors will not be personally liable for monetary damages to us for breaches of their fiduciary duty as directors, except to the extent such exemption from liability or limitation thereof is not permitted by the DGCL. We will enter into agreements with our officers and directors to provide contractual indemnification in addition to the indemnification provided for in our amended and restated certificate of incorporation. Our amended and restated certificate of incorporation also will permit us to purchase and maintain insurance on behalf of any officer or director who at the request of the Company is or was serving as a director or officer of, or in any other capacity is or was acting for, another company or a partnership, joint venture, trust or other enterprise, against any liability asserted against the person and incurred by the person in that capacity, whether or not the company has or would have had the power to indemnify the person against the liability as provided in our amended and restated certificate of incorporation. We will purchase a policy of directors’ and officers’ liability insurance that insures our officers and directors against the cost of defense, settlement or payment of a judgment in some circumstances and insures us against our obligations to indemnify our officers and directors. 82 These provisions may discourage stockholders from bringing a lawsuit against our directors for breach of their fiduciary duty. These provisions also may have the effect of reducing the likelihood of derivative litigation against officers and directors, even though such an action, if successful, might otherwise benefit us and our stockholders. Furthermore, a stockholder’s investment may be adversely affected to the extent we pay the costs of settlement and damage awards against officers and directors pursuant to these indemnification provisions. We believe that these provisions, the insurance and the indemnity agreements are necessary to attract and retain talented and experienced officers and directors. Insofar as indemnification for liabilities arising under the Securities Act may be permitted to directors, officers or persons controlling us pursuant to the foregoing provisions, we have been informed that in the opinion of the SEC such indemnification is against public policy as expressed in the Securities Act and is theretofore unenforceable. 83 PRINCIPAL STOCKHOLDERS The following table sets forth information regarding the beneficial ownership of our common stock as of the date of this prospectus, and as adjusted to reflect the sale of our common stock included in the units offered by this prospectus, and assuming no purchase of units in this offering, by: • each person known by us to be the beneficial owner of more than 5% of our issued and outstanding common stock; • each of our officers and directors that beneficially owns common stock; and • all our officers and directors as a group. Unless otherwise indicated, we believe that all persons named in the table have sole voting and investment power with respect to all common stock beneficially owned by them. The following table does not reflect record of beneficial ownership of any common stock issuable upon exercise of warrants, including the private warrants, as these warrants are not exercisable within 60 days of the date of this prospectus. 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 % * Less than one percent. (1) Unless otherwise indicated, the business address of each of the individuals is 5353 West Alabama, Suite 415 Houston, Texas 77056. (2) Assumes (i) no exercise of the over-allotment option and (ii) an aggregate of 375,000 shares of common stock have been forfeited by our initial stockholders as a result thereof. (3) Represents shares held by our sponsor. David Gow has voting and dispositive power over the shares held of record by our sponsor. David Gow disclaims any beneficial ownership of the shares held by our sponsor, except to the extent of his pecuniary interest therein. (4) Does not include any securities held by our sponsor, of which each person is a direct or indirect equity owner. Each such person disclaims beneficial ownership of the reported securities, except to the extent of his pecuniary interest therein. Immediately after this offering (without the exercise of the underwriters’ over-allotment option), our initial stockholders will beneficially own 23.8% of the then issued and outstanding common stock (assuming our initial stockholders do not purchase any units in this offering and including the private shares underlying the private units). Because of this ownership block, our initial stockholders may be able to effectively influence the outcome of all matters requiring approval by our stockholders, including the appointment of directors, amendments to our amended and restated certificate of incorporation and approval of significant corporate transactions. 84 To the extent the underwriters do not exercise the over-allotment option, up to an aggregate of 375,000 founder shares held by our initial stockholders will be subject to forfeiture. Our sponsor will be required to forfeit only a number of founder shares necessary to maintain our initial stockholders’ 20% ownership interest in our common stock (assuming our initial stockholders do not purchase any units in this offering and excluding the private shares underlying the private units) after giving effect to the offering and without giving effect to the exercise, if any, of the underwriters’ over-allotment option. Subject to certain limited exceptions, our initial stockholders have agreed not to transfer, assign or sell their founder shares until six months after the date of the consummation of our initial business combination or earlier if, subsequent to our initial business combination, we consummate a subsequent liquidation, merger, stock exchange or other similar transaction which results in all of our stockholders having the right to exchange their common stock for cash, securities or other property. During the lock-up period, the holders of these shares will not be able to sell or transfer their securities except (1) to our officers, directors, stockholders, employees and members of our sponsor and their affiliates, (2) if a holder is an entity, as a distribution to its, partners, stockholders or members upon its liquidation, (3) by bona fide gift to a member of the holder’s immediate family or to a trust, the beneficiary of which is a holder or a member of a holder’s immediate family, for estate planning purposes, (4) by virtue of the laws of descent and distribution upon death, (5) pursuant to a qualified domestic relations order, (6) by certain pledges to secure obligations incurred in connection with purchases of our securities, (7) by private sales at prices no greater than the price at which the shares were originally purchased or (8) to us for no value for cancellation in connection with the consummation of our initial business combination, in each case (except for clause 8 or with our prior consent) where the transferee agrees to the terms of the insider letter. If we are unable to effect a business combination and liquidate, there will be no liquidation distribution with respect to the founder shares. Our initial stockholders have committed to purchase from us an aggregate of 615,000 private units (or up to 675,000 private units if the underwriters’ over-allotment option is exercised in full) at $10.00 per unit. Such purchases will take place on a private placement basis simultaneously with the consummation of this offering. The private warrants included in the private units are identical to the warrants included in the units sold in this offering. The holders have agreed not to transfer, assign or sell any of the private units until after the completion of our initial business combination. Registration Rights Our initial stockholders and their permitted transferees can demand that we register the founder shares, the private units and the underlying private shares and private warrants, and the units issuable upon conversion of working capital loans and the underlying common stock and warrants, pursuant to an agreement to be signed prior to or on the date of this prospectus. The holders of such securities are entitled to demand that we register these securities at any time after we consummate an initial business combination. Notwithstanding anything to the contrary, any holder that is affiliated with an underwriter participating in this offering may only make a demand on one occasion and only during the five-year period beginning on the commencement date of sales in this offering. In addition, the holders have certain “piggy-back” registration rights on registration statements filed after our consummation of a business combination; provided that any holder that is affiliated with an underwriter participating in this offering may participate in a “piggy-back” registration only during the seven-year period beginning on the commencement date of sales in this offering. 85 CERTAIN RELATIONSHIPS AND RELATED PARTY TRANSACTIONS Prior to this offering, we issued an aggregate of 2,875,000 founder shares (up to 375,000 of which are subject to forfeiture depending on the extent to which the underwriters’ over-allotment option is exercised) to our initial stockholders for an aggregate purchase price of $25,000, or approximately $0.009 per share. If the underwriters determine the size of the offering should be increased (including pursuant to Rule 462(b) under the Securities Act) or decreased, a share dividend or a contribution back to capital, as applicable, would be effectuated in order to maintain our initial stockholders’ ownership at a percentage of the number of shares to be sold in this offering. Subject to certain limited exceptions, our initial stockholders have agreed not to transfer, assign or sell their founder shares until six months after the date of the consummation of our initial business combination or earlier if, subsequent to our initial business combination, we consummate a subsequent liquidation, merger, stock exchange or other similar transaction which results in all of our stockholders having the right to exchange their common stock for cash, securities or other property. Our initial stockholders have committed to purchase an aggregate of 615,000 private units (or up to 675,000 private units if the underwriters’ over-allotment option is exercised in full) at a price of $10.00 per unit in a private placement that will occur simultaneously with the closing of this offering. Our initial stockholders have agreed not to transfer, assign or sell any of the private units and underlying common stock until 30 days after the completion of our initial business combination. We will enter into agreements with our officers and directors to provide contractual indemnification in addition to the indemnification provided for in our amended and restated certificate of incorporation. We will enter into an Administrative Services Agreement pursuant to which we will pay (commencing on the effective date of this registration statement) Gow Media, LLC a total of $10,000 per month for office space, utilities, secretarial support and other administrative and consulting services. Upon completion of our initial business combination or our liquidation, we will cease paying these monthly fees. Accordingly, in the event the consummation of our initial business combination takes the maximum 18 months, we will pay a total of $180,000 ($10,000 per month) for office space, utilities, secretarial support and other administrative and consulting services. It is anticipated that Gow Media, LLC will pay Lawson Gow, who will serve as our Chief Strategy Officer upon the closing of this offering, approximately $100,000 per year in connection with services related to identifying and consummating the initial business combination. Other than reimbursement of any out-of-pocket expenses incurred in connection with activities on our behalf such as identifying potential target businesses and performing due diligence on suitable business combinations, no compensation or fees of any kind, including finder’s fees, consulting fees or other similar compensation, will be paid to our sponsor, officers or directors, or to any of their respective affiliates, prior to or with respect to our initial business combination (regardless of the type of transaction that it is). Our audit committee will review on a quarterly basis all payments that were made to our sponsor, officers, directors or our or their affiliates and will be responsible for reviewing and approving all related party transactions as defined under Item 404 of Regulation S-K, after reviewing each such transaction for potential conflicts of interests and other improprieties. As of June 23, 2021, our sponsor advanced us, pursuant to a promissory note, a total of $50,025 to be used for a portion of the expenses of this offering. The loan is, at the discretion of the sponsor, due on the earlier of February 28, 2022, the consummation of this offering or the abandonment of this offering. The promissory note will be payable without interest. The promissory note will be repaid out of the proceeds of this offering available to us for payment of offering expenses. In addition, in order to finance transaction costs in connection with an intended initial business combination, our initial stockholders, officers and directors and their affiliates may, but are not obligated to, loan us funds as may be required. Such loans would be evidenced by promissory notes. In the event that we are unable to consummate an initial business combination, we may use a portion of the offering proceeds held outside the trust account to repay such loaned amounts but no proceeds from our trust account would be used for such repayment. If we consummate an initial business combination, the notes would either be paid upon consummation of our initial business combination, without interest, or, at the lender’s discretion, up to $1,000,000 of the notes may be converted upon consummation of our business combination into additional private units at a price of $10.00 per unit (which, for example, would result in the holders being issued 100,000 units if the full amount of notes are issued and converted). 86 After our initial business combination, members of our management team who remain with us may be paid consulting, management or other fees from the combined company with any and all amounts being fully disclosed to our stockholders, to the extent then known, in the tender offer or proxy solicitation materials, as applicable, furnished to our stockholders. It is unlikely the amount of such compensation will be known at the time of distribution of such tender offer materials or at the time of a meeting of stockholders held to consider our initial business combination, as applicable, as it will be up to the directors of the post-combination business to determine executive and director compensation. All ongoing and future transactions between us and any member of our management team or his or her respective affiliates will be on terms believed by us at that time, based upon other similar arrangements known to us, to be no less favorable to us than are available from unaffiliated third parties. It is our intention to obtain estimates from unaffiliated third parties for similar goods or services to ascertain whether such transactions with affiliates are on terms that are no less favorable to us than are otherwise available from such unaffiliated third parties. If a transaction with an affiliated third party were found to be on terms less favorable to us than with an unaffiliated third party, we would not engage in such transaction. We are not prohibited from pursuing an initial business combination with a company that is affiliated with our initial stockholders, officers or directors. In the event we seek to complete our initial business combination with a target that is affiliated with our initial stockholders, officers or directors, we, or a committee of independent directors, would obtain an opinion from an independent investment banking firm or another independent entity that commonly renders valuation opinions that our initial business combination is fair to our company (or stockholders) from a financial point of view. We have entered into a registration rights agreement with respect to the founder shares and private units, among other securities, which is described under the heading “Principal Stockholders — Registration Rights.” 87 DESCRIPTION OF SECURITIES As of the date of this prospectus, we will be authorized to issue 100,000,000 shares of common stock, par value of US $0.0001 per share, and 1,000,000 shares of undesignated preferred stock, $0.0001 par value. As of the date of this prospectus, 2,875,000 shares of common stock are issued and outstanding. The following description summarizes the material terms of our securities. Because it is only a summary, it may not contain all the information that is important to you. For a complete description you should refer to our amended and restated certificate of incorporation and the form of warrant agreement, which are filed as exhibits to the registration statement of which this prospectus is a part, and to the applicable provisions of Delaware law. Public Units Each unit consists of one share of common stock and three-quarters of one warrant. Each whole warrant entitles the holder to purchase one share of common stock exercisable at $11.50 per share, subject to adjustment as described in this prospectus. In no event will the common stock and warrants be traded separately until we have filed with the SEC a Current Report on Form 8-K which includes an audited balance sheet reflecting our receipt of the gross proceeds of this offering and the sale of the private units. We will file a Current Report on Form 8-K which includes this audited balance sheet upon the consummation of this offering, which is anticipated to take place three business days after the date of this prospectus. 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. Private Units The private units (including the private warrants or private shares issuable upon exercise of such warrants) will not be transferable, assignable or salable

SEC Filings

Form Type Form Description Filing Date Document Link
10-Q 10-Q 2021-12-02 https://www.sec.gov/Archives/edgar/data/1863990/000141057821000461/smapu-20210930x10q.htm
SC 13G SC 13G 2021-11-15 https://www.sec.gov/Archives/edgar/data/1863990/000110465921138954/tm2132973d1_sc13g.htm
SC 13D SC 13D 2021-11-04 https://www.sec.gov/Archives/edgar/data/1863990/000110465921133813/tm2131900d1_sc13d.htm
SC 13G 2021-10-29 https://www.sec.gov/Archives/edgar/data/1863990/000093583621000605/sportsmaptech13g.htm
8-K FORM 8-K 2021-10-27 https://www.sec.gov/Archives/edgar/data/1863990/000110465921130479/tm2131136d1_8k.htm
4 OWNERSHIP DOCUMENT 2021-10-25 https://www.sec.gov/Archives/edgar/data/1863990/000110465921129600/xslF345X03/tm2131002d1_4.xml
8-K FORM 8-K 2021-10-21 https://www.sec.gov/Archives/edgar/data/1863990/000110465921128542/tm2130758-1_8k.htm
424B4 424B4 2021-10-21 https://www.sec.gov/Archives/edgar/data/1863990/000110465921128149/tm2122699d7_424b4.htm
EFFECT 2021-10-18 https://www.sec.gov/Archives/edgar/data/1863990/999999999521003924/xslEFFECTX01/primary_doc.xml
3 OWNERSHIP DOCUMENT 2021-10-18 https://www.sec.gov/Archives/edgar/data/1863990/000110465921127332/xslF345X02/tm2130427d6_3seq1.xml
3 OWNERSHIP DOCUMENT 2021-10-18 https://www.sec.gov/Archives/edgar/data/1863990/000110465921127331/xslF345X02/tm2130427d5_3seq1.xml
3 OWNERSHIP DOCUMENT 2021-10-18 https://www.sec.gov/Archives/edgar/data/1863990/000110465921127329/xslF345X02/tm2130427d4_3seq1.xml
3 OWNERSHIP DOCUMENT 2021-10-18 https://www.sec.gov/Archives/edgar/data/1863990/000110465921127328/xslF345X02/tm2130427-3_3seq1.xml
3 OWNERSHIP DOCUMENT 2021-10-18 https://www.sec.gov/Archives/edgar/data/1863990/000110465921127327/xslF345X02/tm2130427-2_3seq1.xml
3 OWNERSHIP DOCUMENT 2021-10-18 https://www.sec.gov/Archives/edgar/data/1863990/000110465921127324/xslF345X02/tm2130427-1_3seq1.xml
CERT 2021-10-18 https://www.sec.gov/Archives/edgar/data/1863990/000135445721001171/8A_Cert_SMAP.pdf
8-A12B FORM 8-A12B 2021-10-14 https://www.sec.gov/Archives/edgar/data/1863990/000110465921126192/tm2130038-1_8a12b.htm
S-1/A S-1/A 2021-10-13 https://www.sec.gov/Archives/edgar/data/1863990/000110465921125814/tm2122699d5_s1a.htm
CORRESP 2021-10-13 https://www.sec.gov/Archives/edgar/data/1863990/000110465921125805/filename1.htm
CORRESP 2021-10-13 https://www.sec.gov/Archives/edgar/data/1863990/000110465921125803/filename1.htm
CORRESP 2021-09-30 https://www.sec.gov/Archives/edgar/data/1863990/000110465921121194/filename1.htm
S-1 FORM S-1 2021-09-30 https://www.sec.gov/Archives/edgar/data/1863990/000110465921121191/tm2122699d2_s1.htm
UPLOAD 2021-08-16 https://www.sec.gov/Archives/edgar/data/1863990/000000000021010044/filename1.pdf
DRS 2021-07-22 https://www.sec.gov/Archives/edgar/data/1863990/000110465921094833/filename1.htm