UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13D
Under the Securities Exchange Act of 1934
(Amendment No. )*
Infrared Cameras Holdings, Inc.
(Name of Issuer)
Common Stock
(Title of Class of Securities)
456948108
(CUSIP Number)
Jeffrey Eugene Guida
2105 West Cardinal Drive
Beaumont, TX 77705
(866) 861-0788
(Name, Address and Telephone Number of Person
Authorized to Receive Notices and Communications)
December 19, 2023
(Date of Event Which Requires Filing of This Statement)
If the filing person has previously filed a statement
on Schedule 13G to report the acquisition that is the subject of this Schedule 13D, and is filing this schedule because of Rule 13d-1(e),
Rule 13d-1(f) or Rule 13d-1(g), check the following box. ¨
Note:
Schedules filed in paper format shall include a signed original and five copies of the schedule, including all exhibits. See Rule 13d-7(b) for
other parties to whom copies are to be sent.
* The remainder of this cover page shall
be filled out for a reporting person’s initial filing on this form with respect to the subject class of securities, and for any
subsequent amendment containing information which would alter disclosures provided in a prior cover page.
The information required on the remainder of this
cover page shall not be deemed to be “filed” for the purpose of Section 18 of the Securities Exchange Act of 1934
(“Act”) or otherwise subject to the liabilities of that section of the Act but shall be subject to all other provisions of
the Act (however, see the Notes).
| CUSIP
No. 456948108 |
13D |
Page 1
of 7 pages |
| 1 |
Names of Reporting Persons
Jeffrey Eugene Guida |
| 2 |
Check the Appropriate Box if a Member of a Group |
(a) ¨
(b) ¨
|
| 3 |
SEC Use Only
|
| 4 |
Source of Funds (See Instructions)
OO |
| 5 |
Check if disclosure of legal proceedings is required pursuant to Items 2(d) or 2(e) ¨
|
| 6 |
Citizenship or Place of Organization
United States |
NUMBER OF
SHARES
BENEFICIALLY
OWNED BY EACH
REPORTING
PERSON
WITH |
7 |
Sole Voting Power
785,828 |
| 8 |
Shared Voting Power
0 |
| 9 |
Sole Dispositive Power
785,828 |
| 10 |
Shared Dispositive Power
0 |
| 11 |
Aggregate Amount Beneficially Owned by Each Reporting Person
785,828 |
| 12 |
Check if the Aggregate Amount in Row (11) Excludes Certain Shares ¨
|
| 13 |
Percent of Class Represented by Amount in Row (11)
6.2% |
| 14 |
Type of Reporting Person
IN |
| CUSIP
No. 456948108 |
13D |
Page 2
of 7 pages |
| Item 1. | Security and Issuer. |
This statement on Schedule 13D (the “Schedule
13D”) relates to the shares of common stock, par value $0.0001 per share (the “Common Stock”), of Infrared Cameras Holdings, Inc.,
a Delaware corporation (the “Issuer”), whose principal executive office is located at 2105 West Cardinal Drive, Beaumont,
TX 77705.
| Item 2. | Identity and Background. |
The Schedule 13D is being filed by Jeffrey Eugene Guida (the
“Reporting Person”), a citizen of the United States. The business address of the Reporting Person is c/o Infrared Cameras
Holdings, Inc., 2105 West Cardinal Drive, Beaumont, TX 77705. The Reporting Person’s present principal occupation is Chief
Innovation Officer of the Issuer.
During the last five years, the Reporting Person
has not been (i) convicted in any criminal proceeding (excluding traffic violations or similar misdemeanors) or (ii) a party
to a civil proceeding of a judicial or administrative body of competent jurisdiction and as a result of such proceeding was or is subject
to a judgment, decree or final order enjoining future violations of, or prohibiting or mandating activities subject to, federal or state
securities laws or finding any violation with respect to such laws.
| Item 3. | Source and Amount of Funds or Other Consideration. |
Item 4 below summarizes certain provisions of the
Business Combination Agreement (as defined below) that pertain to the securities beneficially owned by the Reporting Person. Pursuant
to the Business Combination Agreement, upon consummation of the Business Combination (as defined below), the Reporting Person acquired
658,365 restricted stock units and 127,463 options to purchase shares of Common Stock.
| Item 4. | Purpose of Transaction. |
Business Combination
On December 19, 2023 (the “Closing Date”),
pursuant to a Business Combination Agreement, dated as of December 5, 2022 (as amended, the “Business Combination Agreement”),
by and among SportsMap Tech Acquisition Corp., a Delaware corporation (“SportsMap”), ICH Merger Sub Inc., a Delaware
corporation and a direct, wholly owned subsidiary of SportsMap (“Merger Sub”), and Infrared Cameras Holdings, Inc., a
Delaware corporation (“Legacy ICI”), Merger Sub merged with and into Legacy ICI, with Legacy ICI surviving the merger as a
wholly owned subsidiary of SportsMap (the “Merger” and, along with the transactions contemplated in the Merger Agreement,
the “Business Combination”). Following the consummation of the Business Combination, SportsMap changed its name to “Infrared
Cameras Holdings, Inc.”
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No. 456948108 |
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As a result of the Business Combination, at the
effective time of the Merger (the “Effective Time”), (i) each share of Legacy ICI common stock (whether designated as
“Class A Voting Common Stock” or “Class B Non-Voting Common Stock” pursuant to ICI’s certificate
of incorporation, the “Legacy ICI Common Stock”), issued and outstanding immediately prior to the Effective Time (other than
dissenting shares and shares held immediately prior to the Effective Time by Legacy ICI as treasury stock) converted into the right to
receive a number of shares of Common Stock equal to the Exchange Ratio (as defined in the Business Combination Agreement), (ii) each
option to purchase shares of Legacy ICI Common Stock that was outstanding and unexercised immediately prior to the Effective Time, whether
vested or unvested, other than any out-of-the-money options (“Participating Company Options”), converted into an option to
purchase a number of shares of Common Stock Time multiplied by the Exchange Ratio, upon substantially the same terms and conditions as
are in effect with respect to such option prior to the Effective Time, and the exercise price per share is equal to the exercise price
per share of such option prior to the Effective Time multiplied by the Exchange Ratio and (iii) each restricted stock unit award
covering Legacy ICI Common Stock that is outstanding immediately prior to the Effective Time, whether vested or unvested (“Participating
Company RSU Awards”), converted into a restricted stock unit award covering a number of shares of Common Stock multiplied by the
Exchange Ratio, upon substantially the same terms and conditions as were in effect with respect to such award prior to the Effective Time.
Registration Rights Agreement
On the Closing Date, the Issuer and certain of
its stockholders entered into a Registration Rights Agreement (the “Registration Rights Agreement”), pursuant to which the
Issuer agreed to register for resale, pursuant to Rule 415 under the Securities Act, certain shares of Common Stock and other equity
securities of the Issuer that are held by the parties thereto from time to time. Pursuant to the Registration Rights Agreement, the Issuer
agreed to file a shelf registration statement registering the resale of the Common Stock (the “Registrable Securities”) within
30 calendar days of the Closing Date.
At any time the registration statement is effective,
the Sponsor Majority Holders (as defined in the Registration Rights Agreement) may collectively demand not more than one underwritten
shelf takedown and the ICI Holders (as defined in the Registration Rights Agreement) may collectively demand not more than three underwritten
shelf takedowns, in each case, in any 12 month period, in order to sell all or a portion of its securities that are registrable pursuant
to the registration statement for a total offering price reasonably expected to exceed, in the aggregate, $25 million. In addition, such
holders will have certain “piggyback” registration rights with respect to registrations initiated by the Issuer and its stockholders.
The Issuer will bear the expenses incurred in connection with the filing of any registration statements pursuant to the Registration Rights
Agreement, subject to limited exceptions.
Lock-Up Agreements
At the Closing Date, the Issuer and certain of
its stockholders entered into lock-up agreements (the “Lock-Up Agreements”), pursuant to which, among other things, such holders
agreed to be subject to restrictions on the transfer of the shares of Common Stock (or shares issuable in respect of options to purchase,
or restricted stock unit awards covering, shares of Common Stock) they hold or will receive in the Business Combination for, (i) with
respect to 50% of such shares, the earlier of (a) six months after the Closing Date and (b) the first date on which the closing
price of a share of Common Stock equals or exceeds $12.50 per share (as adjusted for stock splits, stock dividends, reorganizations, recapitalizations
and similar transactions) for any 20 trading days within any 30-trading day period commencing after the Closing Date, and, (ii) with
respect to the remainder of such shares, six months after the Closing Date.
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No. 456948108 |
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The foregoing descriptions of the Registration
Rights Agreement and the Lock-Up Agreements do not purport to be complete and are qualified in their entirety by the full text of such
agreements, each of which is attached as an exhibit to this Schedule 13D and incorporated herein by reference.
General
The Reporting Person acquired the securities described
in this Schedule 13D in connection with the closing of the Business Combination and intends to review his investments in the Issuer on
a continuing basis. Any actions the Reporting Person might undertake may be made at any time and from time to time without prior notice
and will be dependent upon the Reporting Person’s review of numerous factors, including, but not limited to: an ongoing evaluation
of the Issuer’s business, financial condition, operations and prospects; price levels of the Issuer’s securities; general
market, industry and economic conditions; the relative attractiveness of alternative business and investment opportunities; and other
future developments.
The Reporting Person, subject to the terms of the
Lock-Up Agreements, may acquire additional securities of the Issuer, or retain or sell all or a portion of the securities then held, in
the open market or in privately negotiated transactions. In addition, the Reporting Person, in his capacity as Chief Innovation Officer
of the Issuer, may engage in discussions with management, the Issuer’s board of directors, and other securityholders of the Issuer
and other relevant parties or encourage, cause or seek to cause the Issuer or such persons to consider or explore extraordinary corporate
transactions, such as: a merger, reorganization or take-private transaction that could result in the de-listing or de-registration of
the Common Stock; sales or acquisitions of assets or businesses; changes to the capitalization or dividend policy of the Issuer; or other
material changes to the Issuer’s business or corporate structure, including changes in management or the composition of the board
of directors.
To facilitate their consideration of such matters,
the Reporting Person may retain consultants and advisors and may enter into discussions with potential sources of capital and other third
parties. The Reporting Person may exchange information with any such persons pursuant to appropriate confidentiality or similar agreements.
The Reporting Person will likely take some or all of the foregoing steps at preliminary stages in his consideration of various possible
courses of action before forming any intention to pursue any particular plan or direction.
Other than as described above, the Reporting Person
does not currently have any plans or proposals that relate to, or would result in, any of the matters listed in Items 4(a)–(j) of
Schedule 13D, although, depending on the factors discussed herein, the Reporting Person may change his purpose or formulate different
plans or proposals with respect thereto at any time.
| CUSIP
No. 456948108 |
13D |
Page 5
of 7 pages |
| Item 5. | Interest in Securities of the Issuer. |
(a) – (b)
| ● | Amount beneficially owned: 785,828 |
| ● | Number of shares the Reporting Person has: |
| o | Sole power to vote or direct the vote: 785,828 |
| o | Sole power to dispose or direct the disposition of: 785,828 |
| o | Shared power to dispose or direct the disposition of: 0 |
The share amounts reported herein consists of (i) 658,365
shares of Common Stock underlying restricted stock units held of record by the Reporting Person, which are convertible within 60 days
of the date hereof, and (ii) 127,463 shares of Common Stock underlying stock options held of record by the Reporting Person, which
are exercisable within 60 days of the date hereof.
The above percentage is based on 11,956,823 shares
of Common Stock outstanding following completion of the Business Combination.
| (c) | Except as described in Item 4, during the past 60 days, the Reporting Person has not effected any transactions with respect to the
Common Stock. |
| Item 6. | Contracts, Arrangements, Understandings or Relationships with Respect to Securities of the Issuer. |
Item 4 above summarizes certain provisions of the
Registration Rights Agreement and the Lock-Up Agreements, and is incorporated herein by reference. A copy of each such agreement is attached
as an exhibit to this Schedule 13D, and is incorporated herein by reference.
The Reporting Person does not have any contracts,
arrangements, understandings or relationships (legal or otherwise) with any person with respect to any securities of the Issuer, including
but not limited to any contracts, arrangements, understandings or relationships concerning the transfer or voting of such securities,
finder’s fees, joint ventures, loan or option arrangements, puts or calls, guarantees of profits, division of profits or losses,
or the giving or withholding of proxies.
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No. 456948108 |
13D |
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| Item 7. | Materials to be Filed as Exhibits. |
| CUSIP
No. 456948108 |
13D |
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of 7 pages |
SIGNATURES
After reasonable inquiry and to the best of my
knowledge and belief, I certify that the information set forth in this statement is true, complete and correct.
Date:
December 28, 2023
| |
By: |
/s/ Jeffrey Eugene Guida |
| |
Name: |
Jeffrey Eugene Guida |
SportsMap Tech Acquisition (NASDAQ:SMAPU)
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SportsMap Tech Acquisition (NASDAQ:SMAPU)
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