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    Gow David disposed of 2,580,000 shares and was granted 482,357 shares, increasing direct ownership by 4,821% to 472,346 units (SEC Form 4)

    12/21/23 9:03:36 PM ET
    $SMAP
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    Finance
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    SEC FORM 4 SEC Form 4
    FORM 4 UNITED STATES SECURITIES AND EXCHANGE COMMISSION
    Washington, D.C. 20549

    STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP

    Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934
    or Section 30(h) of the Investment Company Act of 1940
    OMB APPROVAL
    OMB Number: 3235-0287
    Estimated average burden
    hours per response: 0.5
      
    Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).
      
    Check this box to indicate that a transaction was made pursuant to a contract, instruction or written plan for the purchase or sale of equity securities of the issuer that is intended to satisfy the affirmative defense conditions of Rule 10b5-1(c). See Instruction 10.
    1. Name and Address of Reporting Person*
    Gow David

    (Last) (First) (Middle)
    C/O SPORTSMAP LLC
    5353 WEST ALABAMA, SUITE 415

    (Street)
    HOUSTON TX 77056

    (City) (State) (Zip)
    2. Issuer Name and Ticker or Trading Symbol
    Infrared Cameras Holdings, Inc. [ MSAI ]
    5. Relationship of Reporting Person(s) to Issuer
    (Check all applicable)
    X Director 10% Owner
    Officer (give title below) Other (specify below)
    3. Date of Earliest Transaction (Month/Day/Year)
    12/19/2023
    4. If Amendment, Date of Original Filed (Month/Day/Year)
    6. Individual or Joint/Group Filing (Check Applicable Line)
    X Form filed by One Reporting Person
    Form filed by More than One Reporting Person
    Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
    1. Title of Security (Instr. 3) 2. Transaction Date (Month/Day/Year) 2A. Deemed Execution Date, if any (Month/Day/Year) 3. Transaction Code (Instr. 8) 4. Securities Acquired (A) or Disposed Of (D) (Instr. 3, 4 and 5) 5. Amount of Securities Beneficially Owned Following Reported Transaction(s) (Instr. 3 and 4) 6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4) 7. Nature of Indirect Beneficial Ownership (Instr. 4)
    Code V Amount (A) or (D) Price
    Common Stock 12/19/2023 J 2,580,000(1) D (1) 100,000 I By SportsMap, LLC(3)
    Common Stock 12/19/2023 A 462,748(1) A (2) 472,346 D
    Common Stock 12/19/2023 A 19,609(1) A (5) 19,609 I Gow Media(4)
    Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned
    (e.g., puts, calls, warrants, options, convertible securities)
    1. Title of Derivative Security (Instr. 3) 2. Conversion or Exercise Price of Derivative Security 3. Transaction Date (Month/Day/Year) 3A. Deemed Execution Date, if any (Month/Day/Year) 4. Transaction Code (Instr. 8) 5. Number of Derivative Securities Acquired (A) or Disposed of (D) (Instr. 3, 4 and 5) 6. Date Exercisable and Expiration Date (Month/Day/Year) 7. Title and Amount of Securities Underlying Derivative Security (Instr. 3 and 4) 8. Price of Derivative Security (Instr. 5) 9. Number of derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr. 4) 10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4) 11. Nature of Indirect Beneficial Ownership (Instr. 4)
    Code V (A) (D) Date Exercisable Expiration Date Title Amount or Number of Shares
    Explanation of Responses:
    1. Consists of 2,580,000 shares of common stock transferred or distributed from SportsMap, LLC ("Sponsor"). Such securities were transferred for no consideration from the Sponsor.
    2. Consists of 462,748 shares of common stock received by David Gow directly. Such securities were received for no additional consideration in connection with (a) a business combination among SportsMap Tech Acquisition Corp. (the previous name of the Issuer) and Infrared Cameras Holdings, Inc. (b) certain working capital loans made to the Issuer, and (c) certain loans made to the Issuer.
    3. David Gow is the manager of SportsMap LLC.
    4. David Gow is the manager of Gow Media LLC.
    5. Consists of 19,609 shares of common stock held by Gow Media, LLC
    /s/ David Gow 12/21/2023
    ** Signature of Reporting Person Date
    Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
    * If the form is filed by more than one reporting person, see Instruction 4 (b)(v).
    ** Intentional misstatements or omissions of facts constitute Federal Criminal Violations See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a).
    Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure.
    Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB Number.
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