Item 5.03. Amendments to Articles of Incorporation or Bylaws.
The information included in Item 5.07 of this Current Report on Form 8-K is
incorporated by reference in this Item 5.03 to the extent required herein.
Item 5.07. Submission of Matters to a Vote of Security Holders.
On April 14, 2023, SportsMap Tech Acquisition Corp. (the “Company”) held a
special meeting of stockholders (the “Meeting”), at which the Company’s
stockholder of record voted on the proposals set forth below, each of which is
described in detail in the proxy statement filed with the Securities and
Exchange Commission (the “SEC”) on March 21, 2023, which was first mailed by the
Company to its stockholders on or about March 23, 2023.
As of March 21, 2023, the record date for the Meeting, there were 15,050,000
shares of common stock, par value $0.0001 per share (the “Common Stock”), of the
Company issued and outstanding and entitled to vote at the Meeting. A total of
12,211,848 shares of the Common Stock, representing approximately 81.14% of the
issued and outstanding shares of the Common Stock, were present in person by
virtual attendance or represented by proxy at the Meeting, constituting a quorum
for the Meeting. The final voting results for each proposal submitted to the
stockholders of record of the Company at the Special Meeting are included below.
Each of the proposals described below was approved by the Company’s stockholders
of record. In connection with the Extension, 9,865,056 shares of the Company’s
common stock were redeemed (the “Redemption”), with 5,184,944 shares of Common
Stock remaining outstanding after the Redemption, of which 1,634,944 shares of
Common Stock remaining outstanding after the Redemption are shares issued in
connection with our initial public offering (the “Public Shares”). Our public
stockholders will continue to have the opportunity to redeem all or a portion of
their Public Shares upon the completion of our initial business combination at a
per-share price, payable in cash, equal to the aggregate amount on deposit in
the trust account as of two business days prior to the vote to approve the
consummation of our initial business combination, including interest (which
interest shall be net of taxes payable) divided by the number of then
outstanding Public Shares, subject to the limitations described herein.
Following the Redemption, approximately $17.0 million remains on deposit in our
trust account.
If we are unable to complete an initial business combination on or before
December 20, 2023 (unless the stockholders approve a further amendment to the
Company’s amended and restated certificate of incorporation to extend the date
by which the Company has to consummate a business combination), we will:
(i) cease all operations except for the purpose of winding up, (ii) as promptly
as reasonably possible but not more than ten business days thereafter, redeem
the Public Shares, at a per-share price, payable in cash, equal to the aggregate
amount then on deposit in the trust account, including interest (which interest
shall be net of taxes payable, and less up to $50,000 of interest to pay
dissolution expenses) divided by the number of then outstanding Public Shares,
which redemption will completely extinguish public stockholders’ rights as
stockholders (including the right to receive further liquidation distributions,
if any), subject to applicable law, and (iii) as promptly as reasonably possible
following such redemption, subject to the approval of our remaining stockholders
and our board of directors, 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.
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Set forth below are the final voting results for the proposals:
Proposal 1:
A proposal to approve the amendment of the Company’s amended and restated
certificate of incorporation to extend the date by which the Company must
consummate a business combination or, if it fails to do so, cease its operations
and redeem or repurchase 100% of the shares of the Company’s common stock issued
in the Company’s initial public offering, from April 20, 2023, monthly for up to
eight additional months at the election of the Company, ultimately until as late
as December 20, 2023.
For Against Abstentions
11,759,704 448,592 3,552
Proposal 2:
A proposal to approve the amendment to the Investment Management Trust
Agreement, dated October 18, 2021, by and between the Company and Continental
Stock Transfer & Company, to authorize the extension subject to Proposal 1 above
and its implementation by the Company.
For Against Abstentions
11,759,704 448,592 3,552
Proposal 3:
For the approval the adjournment of the Special Meeting to a later date or
dates, if necessary, to permit further solicitation and vote of proxies in the
event that there are insufficient votes for, or otherwise in connection with,
the approval of Proposals 1 and 2.
For Against Abstentions
11,752,564 459,284 0
Item 9.01. Financial Statements and Exhibits.
(d) Exhibits.
Exhibit No. Description
3.1 Amendment to Amended and Restated Certificate of Incorporation of
SportsMap Tech Acquisition Corp., dated April 20, 2023
10.1 Form of Amendment to the Investment Management Trust Agreement
104 Cover Page Interactive Data File (embedded within the Inline XBRL
document)
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