Form 8-K - Current report

 

 

 

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): September 25, 2023

 

ICONIC SPORTS ACQUISITION CORP.

(Exact name of registrant as specified in its charter)

 

Cayman Islands (State or other jurisdiction of incorporation)	001-40953 (Commission File Number)	98-1596288 (I.R.S. Employer Identification No.)
190 Elgin Avenue George Town, Grand Cayman KY1-9008 Cayman Islands (Address of principal executive offices)		KY1-9008 (Zip Code)

 

[phone]

(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 of the Registrant under any of the following provisions:

 

¨ Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

 

¨ 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 Class A ordinary share, $0.0001 par value, and one-half of one redeemable warrant	ICNC.U	New York Stock Exchange
Class A ordinary shares included as part of the Units	ICNC	New York Stock Exchange
Warrants included as part of the Units, each whole warrant exercisable for one Class A ordinary share at an exercise price of $11.50	ICNC WS	New York Stock Exchange

 

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 8.01.

Other Events.

 

On September 25, 2023, Iconic Sports Acquisition Corp. (the “Company”) issued a press release announcing that the Company will redeem its Class A ordinary shares, par value $0.0001 (the “Shares”), effective as of October 11, 2023, because the Company will not consummate an initial business combination within the time period required by its Amended and Restated Memorandum and Articles of Association, as extended in connection with the Company’s extraordinary general meeting of shareholders held on April 20, 2023. The redemption of the Shares is expected to be completed within ten business days after September 26, 2023.

 

The holders of the Company’s issued and outstanding Class B ordinary shares have agreed to waive their redemption rights with respect to such shares. There will be no redemption rights or liquidating distributions with respect to the Company’s warrants, which will expire worthless.

 

A copy of the press release is attached hereto as Exhibit 99.1 and is incorporated herein by reference.

 

Item 9.01.

Financial Statements and Exhibits.

 

(d) Exhibits

 

Exhibit No.		Description
99.1		Press release, dated September 25, 2023
104		Cover Page Interactive Data File (embedded within the Inline XBRL document).

 

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SIGNATURE

 

Pursuant to the requirements of the Securities Exchange Act of 1934, as amended, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

 

	ICONIC SPORTS ACQUISITION CORP.
Date: September 25, 2023	By:	/s/ Fausto Zanetton
	Name:	Fausto Zanetton
	Title:	Chief Executive Officer and Chief Financial Officer

 

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Exhibit 99.1

 

Iconic Sports Acquisition Corp. will redeem its Class A Ordinary Shares and will not consummate an initial business combination

 

New York, September 25, 2023 – Iconic Sports Acquisition Corp (the “Company”) (NYSE: ICNC), a special purpose acquisition company, today announced that its board of directors has determined to redeem all of its issued and outstanding Class A ordinary shares, par value $0.0001 (the “Shares”), effective as of October 11, 2023, because the Company will not consummate an initial business combination within the time period required by its Amended and Restated Memorandum and Articles of Association, as extended in connection with the Company’s extraordinary general meeting of shareholders held on April 20, 2023 (the “Extension Meeting”) (the “Articles”). The redemption of the Shares is expected to be completed on or around October 11, 2023, or ten business days following the Company’s extension deadline on September 26, 2023.

 

The previously announced agreement between Iconic Sports Eagle Investment LLC, an affiliate of the Company’s sponsor, Iconic Sports Management LLC and Eagle Football Holdings Limited (“Eagle Football”), providing that the Company may enter into a business combination with Eagle Football, has expired.

 

As stated in the Company’s Articles and in the Company’s registration statement on Form S-1 (Registration No. 333-260096), initially filed with the United States Securities and Exchange Commission (the “Commission”) on October 6, 2021, relating to the Company’s initial public offering, if the Company is unable to complete an initial business combination within the time period required in the Articles, the Company 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 Shares, at a per-share price, payable in cash, equal to the aggregate amount then on deposit in the Company’s trust account established in connection with its initial public offering (“Trust Account”), including interest earned on the funds held in the Trust Account and not previously released to the Company to pay income taxes, if any, (less up to $100,000 of interest to pay dissolution expenses), divided by the number of Shares then in issue, which redemption will completely extinguish public shareholders’ rights (including the right to receive further liquidation distributions, if any); and (iii) as promptly as reasonably possible following such redemption, subject to the approval of the Company’s remaining shareholders and the Company’s board of directors, liquidate and dissolve, subject in the case of sub-articles (ii) and (iii), to its obligations under Cayman Islands law to provide for claims of creditors and in all cases subject to the other requirements of applicable law.

 

The per-share redemption price for the Shares, will be approximately $10.82 (the “Redemption Amount”). The balance of the Trust Account as of September 22, 2023 and following the redemptions effectuated in connection with the Extension Meeting was approximately $144,680,670, including interest and dividend income. In accordance with the terms of the related trust agreement, the Company expects to retain $100,000 of the interest and dividend income from the Trust Account to pay dissolution expenses.

 

The Company anticipates that the Shares will cease trading on the New York Stock Exchange (“NYSE”) as of the close of business on September 26, 2023. As of the close of business on September 26, 2023, the Shares will be deemed cancelled and will represent only the right to receive the Redemption Amount on or around October 11, 2023.

 

The Redemption Amount will be payable to the holders of the Shares upon delivery of their shares to the Company’s transfer agent, Continental Stock Transfer & Trust Company. Beneficial owners of Shares held in “street name,” however, will not need to take any action in order to receive the Redemption Amount.

 

The holders of the Company’s issued and outstanding Class B ordinary shares have agreed to waive their redemption rights with respect to such shares. There will be no redemption rights or liquidating distributions with respect to the Company’s warrants, which will expire worthless. After October 11, 2023, the Company shall cease all operations except for those required to wind up the Company’s business.

 

The Company expects that NYSE will file a Form 25 with the Commission in order to delist the Company’s securities. The Company thereafter expects to file a Form 15 with the Commission to terminate the registration of the Company’s securities under the Securities Exchange Act of 1934, as amended.

 

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Forward-Looking Statements

 

This press release includes “forward-looking statements” within the meaning of the safe harbor provisions of the United States Private Securities Litigation Reform Act of 1995. Certain of these forward-looking statements can be identified by the use of words such as “believes,” “expects,” “intends,” “plans,” “estimates,” “assumes,” “may,” “should,” “will,” “seeks,” or other similar expressions. Such statements may include, but are not limited to, statements regarding the Company’s intention to redeem all of its outstanding Public Shares, the Company’s cash position or cash held in the Trust Account, the Redemption Amount, the timing of the payment of the Redemption Amount or the day on which the Company’s Public Shares will cease trading on NYSE. These statements are based on current expectations on the date of this press release and involve a number of risks and uncertainties that may cause actual results to differ significantly. Actual results could differ materially from those contemplated by the forward-looking statements described herein, including as a result of certain factors detailed in the Company's filings with the Commission. All subsequent written or oral forward-looking statements attributable to the Company or persons acting on its behalf are qualified in their entirety by this paragraph. Forward-looking statements are subject to numerous conditions, many of which are beyond the control of the Company, including those set forth in the Risk Factors section of the Company’s annual form on Form 10-K for the fiscal year ended December 31, 2022, filed with the SEC on March 31, 2023. The Company does not assume any obligation to update or revise any such forward-looking statements, whether as the result of new developments or otherwise. Readers are cautioned not to put undue reliance on forward-looking statements.

 

For further information please contact:

 

Jonathan Gasthalter/Nathaniel Garnick

Gasthalter & Co.

[phone]

 

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Cover	Sep. 25, 2023
Document Information [Line Items]
Document Type	8-K
Amendment Flag	false
Document Period End Date	Sep. 25, 2023
Entity File Number	001-40953
Entity Registrant Name	ICONIC SPORTS ACQUISITION CORP.
Entity Central Index Key	0001858351
Entity Tax Identification Number	98-1596288
Entity Incorporation, State or Country Code	E9
Entity Address, Address Line One	190 Elgin Avenue
Entity Address, City or Town	George Town
Entity Address, Country	KY
Entity Address, Postal Zip Code	KY1-9008
City Area Code	44
Local Phone Number	(0) 2703 93702
Written Communications	false
Soliciting Material	false
Pre-commencement Tender Offer	false
Pre-commencement Issuer Tender Offer	false
Entity Emerging Growth Company	true
Elected Not To Use the Extended Transition Period	false
Units, each consisting of one Class A ordinary share, $0.0001 par value, and one-half of one redeemable warrant [Member]
Document Information [Line Items]
Title of 12(b) Security	Units, each consisting of one Class A ordinary share, $0.0001 par value, and one-half of one redeemable warrant
Trading Symbol	ICNC.U
Security Exchange Name	NYSE
Common Class A [Member]
Document Information [Line Items]
Title of 12(b) Security	Class A ordinary shares included as part of the Units
Trading Symbol	ICNC
Security Exchange Name	NYSE
Warrant [Member]
Document Information [Line Items]
Title of 12(b) Security	Warrants included as part of the Units, each whole warrant exercisable for one Class A ordinary share at an exercise price of $11.50
Trading Symbol	ICNC WS
Security Exchange Name	NYSE

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