ICNC.U / Iconic Sports Acquisition Corp Units, each consisting of one Class A ordinary share and one-half of one redeemable warrant - Pengajuan SECLaporan Tahunan, Pernyataan Proksi

Iconic Sports Acquisition Corp Units, each consisting of one Class A ordinary share and one-half of one redeemable warrant
US ˙ NYSE ˙ KYG4712C1235
HINDI NA ACTIVE ANG SIMBONG ITO

Mga Batayang Estadistika
CIK 1858351
SEC Filings
All companies that sell securities in the United States must register with the Securities and Exchange Commission (SEC) and file reports on a regular basis. These reports include company annual reports (10K, 10Q), news updates (8K), investor presentations (found in 8Ks), insider trades (form 4), ownership reports (13D, and 13G), and reports related to the specific securities sold, such as registration statements and prospectus. This page shows recent SEC filings related to Iconic Sports Acquisition Corp Units, each consisting of one Class A ordinary share and one-half of one redeemable warrant
SEC Filings (Chronological Order)
Halaman ini menyediakan daftar lengkap dan kronologis dari Pengajuan SEC, tidak termasuk pengajuan kepemilikan yang kami sediakan di tempat lain.
February 8, 2024 SC 13G/A

ICNC / Iconic Sports Acquisition Corp - Class A / Saba Capital Management, L.P. - FORM SC 13G/A Passive Investment

SC 13G/A 1 formsc13ga.htm FORM SC 13G/A UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G/A Under the Securities Exchange Act of 1934 (Amendment No. 1)* Iconic Sports Acquisition Corp (Name of Issuer) Common Stock, $0.0001 par value (Title of Class of Securities) G4712C107 (CUSIP Number) December 31, 2023 (Date of Event which Requires Filing of this Statement) Ch

February 1, 2024 SC 13G/A

ICNC / Iconic Sports Acquisition Corp - Class A / COWEN AND COMPANY, LLC - COWEN AND COMPANY, LLC Passive Investment

SC 13G/A 1 icnca120124.htm COWEN AND COMPANY, LLC UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G Under the Securities Exchange Act of 1934 (Amendment No. 1)* Iconic Sports Acquisition Corp Cl A (Name of Issuer) Common Stock (Title of Class of Securities) G4712C107 (CUSIP Number) December 29, 2023 (Date of Event which Requires Filing of this Statement) Check th

October 23, 2023 15-12G

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 15 CERTIFICATION AND NOTICE OF TERMINATION OF REGISTRATION UNDER SECTION 12(g) OF THE SECURITIES EXCHANGE ACT OF 1934 OR SUSPENSION OF DUTY TO FILE REPORTS UNDER SECTIONS 13

OMB APPROVAL OMB Number: 3235-0167 Expires: July 31, 2024 Estimated average burden hours per response: 1.

October 11, 2023 EX-99.25

EX-99.25

NOTIFICATION OF THE REMOVAL FROM LISTING AND REGISTRATION OF THE STATED SECURITIES The New York Stock Exchange hereby notifies the SEC of its intention to remove the entire class of the stated securities from listing and registration on the Exchange at the opening of business on October 23, 2023, pursuant to the provisions of Rule 12d2-2 (a).

September 27, 2023 SC 13G

ICNC / Iconic Sports Acquisition Corp - Class A / COWEN AND COMPANY, LLC - COWEN AND COMPANY, LLC Passive Investment

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G Under the Securities Exchange Act of 1934 Iconic Sports Acquisition Corp Cl A (Name of Issuer) Common Stock (Title of Class of Securities) G4712C107 (CUSIP Number) September 26, 2023 (Date of Event which Requires Filing of this Statement) Check the appropriate box to designate the rule pursuant to which this Sched

September 25, 2023 EX-99.1

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

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,

September 25, 2023 8-K

Financial Statements and Exhibits, Other Events

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) 001-409

August 28, 2023 8-K

Financial Statements and Exhibits, Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement of a Registrant, Other Events

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): August 26, 2023 ICONIC SPORTS ACQUISITION CORP. (Exact name of registrant as specified in its charter) Cayman Islands (State or other jurisdiction of incorporation) 001-40953

August 14, 2023 10-Q

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q (Mark One) ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended June 30, 2023 ☐ TRANSITION REPORT PU

Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q (Mark One) ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended June 30, 2023 ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission File Number: 001-4

July 26, 2023 8-K

Financial Statements and Exhibits, Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement of a Registrant, Other Events

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): July 26, 2023 ICONIC SPORTS ACQUISITION CORP. (Exact name of registrant as specified in its charter) Cayman Islands (State or other jurisdiction of incorporation) 001-40953 (C

June 15, 2023 CORRESP

601 Lexington Avenue New York, New York 10022 (212) 446-4800

601 Lexington Avenue New York, New York 10022 (212) 446-4800 www.kirkland.com Facsimile: (212) 446-4900 June 15, 2023 VIA EDGAR Securities and Exchange Commission Division of Corporation Finance Office of Energy & Transportation 100 F Street, NE Washington, D.C. 20549 Attn: John Cannarella            Gus Rodriguez Re: Iconic Sports Acquisition Corp. Form 10-K for the Year ended December 31, 2022 F

May 19, 2023 10-Q

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q (Mark One) ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended March 31, 2023 ☐ TRANSITION REPORT P

Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q (Mark One) ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended March 31, 2023 ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission File Number: 001-

May 15, 2023 NT 10-Q

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SEC FILE NUMBER: 001-40953 CUSIP NUMBER: G4712C107 FORM 12b-25 NOTIFICATION OF LATE FILING (Check one): ¨ Form 10-K ¨ Form N-CSR ¨ Form 20-F ¨ Form 11-K x Form 10-Q ¨ Form 10-D ¨ Form N-CEN ¨ Form N-CSR For Period Ended: March 31, 2023 ¨ Transition Report on Form 10-K ¨ Transition Report on Form 20-F ¨ Transition Report on For

April 24, 2023 EX-3.1

Amendment to Amended and Restated Memorandum and Articles of Association.

Exhibit 3.1 Iconic Sports Acquisition Corp. (THE “COMPANY") EXTRACT OF THE MINUTES OF AN EXTRAORDINARY GENERAL MEETING OF THE COMPANY HELD ON 20 APRIL 2023 The Chairman at the Extraordinary General Meeting of the Company held on 20 April 2023 (the "Meeting"), hereby certifies that this is a true extract of the minutes of the Meeting: 1. Proposal No. 1 — Extension Amendment Proposal 1.1 Upon motion

April 24, 2023 EX-10.1

Convertible Promissory Note, dated April 20, 2023 and issued to Iconic Sports Management LLC.

Exhibit 10.1 THIS CONVERTIBLE PROMISSORY NOTE (this “NOTE”) AND THE SECURITIES INTO WHICH IT MAY BE CONVERTED HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”), OR UNDER THE SECURITIES LAWS OF ANY STATE. THESE SECURITIES ARE SUBJECT TO RESTRICTIONS ON TRANSFERABILITY AND RESALE. THIS NOTE HAS BEEN ACQUIRED FOR INVESTMENT ONLY AND MAY NOT BE SOLD, TRANSFER

April 24, 2023 8-K

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): April 24, 2023 (April 20,

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): April 24, 2023 (April 20, 2023) ICONIC SPORTS ACQUISITION CORP. (Exact name of registrant as specified in its charter) Cayman Islands (State or other jurisdiction of incorpora

April 19, 2023 8-K

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): April 19, 2023 (April 18,

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): April 19, 2023 (April 18, 2023) ICONIC SPORTS ACQUISITION CORP. (Exact name of registrant as specified in its charter) Cayman Islands (State or other jurisdiction of incorpora

April 19, 2023 DEFA14A

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): April 19, 2023 (April 18,

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): April 19, 2023 (April 18, 2023) ICONIC SPORTS ACQUISITION CORP. (Exact name of registrant as specified in its charter) Cayman Islands (State or other jurisdiction of incorpora

April 6, 2023 DEF 14A

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934

TABLE OF CONTENTS UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 Filed by the Registrant ☒ Filed by a Party other than the Registrant ☐ Check the appropriate box: ☐ Preliminary Proxy Statement ☐ Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2)) ☒ Defi

March 31, 2023 10-K

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-K (MARK ONE) ☒ ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the fiscal year ended December 31, 2022 ☐ TRANSITION REPORT PURSUA

Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-K (MARK ONE) ☒ ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the fiscal year ended December 31, 2022 ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission File Number: 001-40953

March 31, 2023 EX-4.5

Description of Securities*

Exhibit 4.5 ICONIC SPORTS ACQUISITION CORP. DESCRIPTION OF SECURITIES The following summary of the material terms of the securities of Iconic Sports Acquisition Corp. (the “Company”) is not intended to be a complete summary of the rights and preferences of such securities and is subject to and qualified by reference to our amended and restated memorandum and articles of association incorporated by

March 27, 2023 PRE 14A

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934

TABLE OF CONTENTS UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 Filed by the Registrant ☒ Filed by a Party other than the Registrant ☐ Check the appropriate box: ☒ Preliminary Proxy Statement ☐ Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2)) ☐ Defi

February 14, 2023 SC 13G/A

ICNC / Iconic Sports Acquisition Corp - Class A / Sculptor Capital LP - SC 13G/A Passive Investment

SC 13G/A 1 d423588dsc13ga.htm SC 13G/A UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G Under the Securities Exchange Act of 1934 (Amendment No. 1 )* Iconic Sports Acquisition Corp. (Name of Issuer) Class A Ordinary Shares, par value $0.0001 per share (Title of Class of Securities) G4712C107 (CUSIP Number) December 31, 2022 (Date of Event Which Requires Filing o

February 13, 2023 SC 13G/A

ICNC / Iconic Sports Acquisition Corp - Class A / Beryl Capital Management LLC Passive Investment

SC 13G/A 1 iconicsports13g.htm UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G Under the Securities Exchange Act of 1934 (Amendment No. 1)* Iconic Sports Acquisition Corp. (Name of Issuer) Class A Ordinary Shares, par value $0.0001 (Title of Class of Securities) G4712C107 (CUSIP Number) December 31, 2022 (Date of Event Which Requires Filing of this Statement) C

January 24, 2023 8-K

Current Report

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): January 23, 2023 ICONIC SPORTS ACQUISITION CORP. (Exact name of Registrant as Specified in Its Charter) Cayman Islands (State or Other Jurisdiction of Incorporation) 001-40953 (Commis

December 30, 2022 EX-10.1

Convertible Promissory Note between the Company and the Sponsor(4)

Exhibit 10.1 THIS CONVERTIBLE PROMISSORY NOTE (THIS ?NOTE?) AND THE SECURITIES INTO WHICH IT MAY BE CONVERTED HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE ?SECURITIES ACT?), OR UNDER THE SECURITIES LAWS OF ANY STATE. THESE SECURITIES ARE SUBJECT TO RESTRICTIONS ON TRANSFERABILITY AND RESALE. THIS NOTE HAS BEEN ACQUIRED FOR INVESTMENT ONLY AND MAY NOT BE SOLD, TRANSFER

December 30, 2022 8-K

Entry into a Material Definitive Agreement, Unregistered Sales of Equity Securities, Financial Statements and Exhibits, Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement of a Registrant

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(D) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of Report (Date of earliest event reported): December 30, 2022 (December 28, 2022) ICONIC SPORTS ACQUISITION CORP. (Exact name of registrant as specified in its charter) Cayman Islands (State or other jurisdiction of incorporati

December 20, 2022 SC 13D/A

ICNC / Iconic Sports Acquisition Corp - Class A / Iconic Sports Management LLC - SC 13D/A Activist Investment

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13D Under the Securities Exchange Act of 1934 (Amendment No. 1)* Iconic Sports Acquisition Corp. (Name of Issuer) Class A Ordinary Shares, par value $0.0001 per share (Title of Class of Securities) G4712C 107 (CUSIP Number) C/O Tifosy Limited 16 Hanover Square London, W1S 1HT United Kingdom +44 (0) 2703 93702 (Name, A

December 20, 2022 8-K

Other Events

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): December 20, 2022 (December 19, 2022) ICONIC SPORTS ACQUISITION CORP. (Exact name of registrant as specified in its charter) Cayman Islands (State or other jurisdiction of inc

November 10, 2022 10-Q

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q (Mark One) ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended September 30, 2022 ☐ TRANSITION REPO

Table of Contents ? ? UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.

August 12, 2022 10-Q

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q (Mark One) ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended June 30, 2022 ☐ TRANSITION REPORT PU

Table of Contents ? ? UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.

June 16, 2022 SC 13G

ICNC / Iconic Sports Acquisition Corp - Class A / Saba Capital Management, L.P. - FORM SC 13G Passive Investment

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G Under the Securities Exchange Act of 1934 (Amendment No. )* Iconic Sports Acquisition Corp (Name of Issuer) Common Stock, $0.0001 par value (Title of Class of Securities) G4712C107 (CUSIP Number) June 6, 2022 (Date of Event which Requires Filing of this Statement) Check the appropriate box to designate the rule pu

June 10, 2022 SC 13G

ICNC / Iconic Sports Acquisition Corp - Class A / Sculptor Capital LP - SC 13G Passive Investment

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G Under the Securities Exchange Act of 1934 (Amendment No. )* Iconic Sports Acquisition Corp. (Name of Issuer) Class A Ordinary Shares, par value $0.0001 per share (Title of Class of Securities) G4712C107 (CUSIP Number) June 6, 2022 (Date of Event Which Requires Filing of this Statement) Check the appropriate box to

May 16, 2022 10-Q

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q (Mark One) ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended March 31, 2022 ☐ TRANSITION REPORT P

Table of Contents ? ? UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.

March 31, 2022 10-K

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-K (MARK ONE) ☒ ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the fiscal year ended December 31, 2021 ☐ TRANSITION REPORT PURSUA

Table of Contents ? ? UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.

March 31, 2022 EX-4.5

Description of Securities(4)

? Exhibit 4.5 ICONIC SPORTS ACQUISITION CORP. DESCRIPTION OF SECURITIES The following summary of the material terms of the securities of Iconic Sports Acquisition Corp. (the ?Company?) is not intended to be a complete summary of the rights and preferences of such securities and is subject to and qualified by reference to our amended and restated memorandum and articles of association incorporated

February 14, 2022 SC 13G

ICNC.U / Iconic Sports Acquisition Corp Units, each consisting of one Class A ordinary share and one-half of one redeemable warrant / Beryl Capital Management LLC Passive Investment

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G Under the Securities Exchange Act of 1934 (Amendment No. )* Iconic Sports Acquisition Corp. (Name of Issuer) Class A Ordinary Shares, par value $0.0001 (Title of Class of Securities) G4712C107 (CUSIP Number) December 31, 2021 (Date of Event Which Requires Filing of this Statement) Check the appropriate box to desi

December 13, 2021 8-K

Financial Statements and Exhibits, Other Events

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): December 13, 2021 ICONIC SPORTS ACQUISITION CORP. (Exact name of registrant as specified in its charter) Cayman Islands (State or other jurisdiction of incorporation or organization) 001-40

December 13, 2021 EX-99.1

Iconic Sports Acquisition Corp. Announces the Separate Trading of its Class A Ordinary Shares and Warrants Commencing December 13, 2021

Exhibit 99.1 Iconic Sports Acquisition Corp. Announces the Separate Trading of its Class A Ordinary Shares and Warrants Commencing December 13, 2021 LONDON, United Kingdom, December 13, 2021?Iconic Sports Acquisition Corp. (NYSE: ICNC.U) (the ?Company?) announced that, commencing December 13, 2021, holders of the units sold in the Company?s initial public offering of 34,500,000 units, completed on

December 10, 2021 EX-10.4

Administrative Services Agreement by and between the Company and the Sponsor.(1)

Exhibit 10.4 ? Iconic Sports Acquisition Corp. 190 Elgin Avenue George Town, Grand Cayman KY1-9008, Cayman Islands ? October 21, 2021 ? Iconic Sports Management LLC 190 Elgin Avenue George Town, Grand Cayman KY1-9008, Cayman Islands ? Ladies and Gentlemen: ? This letter will confirm our agreement that, commencing on the effective date (the ?Effective Date?) of the registration statement (the ?Regi

December 10, 2021 EX-1.1

Underwriting Agreement by and among the Company and Credit Suisse Securities (USA) LLC and Morgan Stanley & Co. LLC.(1)

Exhibit 1.1 ? 30,000,000 Units ? Iconic Sports Acquisition Corp. ? UNDERWRITING AGREEMENT ? October 21, 2021 ? Credit Suisse Securities (USA) LLC Eleven Madison Avenue New York, New York 10010 ? Morgan Stanley & Co. LLC 1585 Broadway New York, New York 10036 ? Ladies and Gentlemen: ? Iconic Sports Acquisition Corp., a Cayman Islands exempted company (the ?Company?), proposes to sell to you and, as

December 10, 2021 EX-10.3

Private Placement Warrants Purchase Agreement by and between the Company and the Sponsor.(1)

Exhibit 10.3 ? PRIVATE PLACEMENT WARRANTS PURCHASE AGREEMENT ? THIS PRIVATE PLACEMENT WARRANTS PURCHASE AGREEMENT (as it may from time to time be amended and including all exhibits referenced herein, this ?Agreement?), dated as of October 21, 2021, is entered into by and between Iconic Sports Acquisition Corp., a Cayman Islands exempted company (the ?Company?), and Iconic Sports Management LLC, a

December 10, 2021 EX-10.1

Investment Management Trust Agreement between Continental and the Company.(1)

? Exhibit 10.1 ? INVESTMENT MANAGEMENT TRUST AGREEMENT ? This Investment Management Trust Agreement (this ?Agreement?) is made effective as of October 26, 2021, by and between Iconic Sports Acquisition Corp., a Cayman Islands exempted company (the ?Company?), and Continental Stock Transfer & Trust Company, a New York corporation (the ?Trustee?). ? WHEREAS, the Company?s registration statement on F

December 10, 2021 EX-3.1

Amended and Restated Memorandum and Articles of Association.(1)

? Exhibit 3.1 THE COMPANIES ACT (AS AMENDED) COMPANY LIMITED BY SHARES AMENDED AND RESTATED MEMORANDUM OF ASSOCIATION OF ICONIC SPORTS ACQUISITION CORP. (ADOPTED BY SPECIAL RESOLUTION DATED 21 OCTOBER 2021) ? ? ? THE COMPANIES ACT (AS AMENDED) COMPANY LIMITED BY SHARES AMENDED AND RESTATED MEMORANDUM OF ASSOCIATION OF ICONIC SPORTS ACQUISITION CORP. (ADOPTED BY SPECIAL RESOLUTION DATED 21 OCTOBER

December 10, 2021 10-Q

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q (Mark One) ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended September 30, 2021 ☐ TRANSITION REPO

Table of Contents ? ? UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.

December 10, 2021 EX-4.1

Warrant Agreement between Continental and the Company.(1)

Exhibit 4.1 WARRANT AGREEMENT ICONIC SPORTS ACQUISITION CORP. and CONTINENTAL STOCK TRANSFER & TRUST COMPANY Dated October 26, 2021 THIS WARRANT AGREEMENT (this ?Agreement?), dated October 26, 2021, is by and between Iconic Sports Acquisition Corp., a Cayman Islands exempted company (the ?Company?), and Continental Stock Transfer & Trust Company, a New York corporation, as warrant agent (in such c

December 10, 2021 EX-10.2

Registration and Shareholder Rights Agreement by and among the Company, the Sponsor and certain shareholders of the Company.(1)

? Exhibit 10.2 ? REGISTRATION AND SHAREHOLDER RIGHTS AGREEMENT ? THIS REGISTRATION AND SHAREHOLDER RIGHTS AGREEMENT (this ?Agreement?), dated as of October 26, 2021, is made and entered into by and among Iconic Sports Acquisition Corp., a Cayman Islands exempted company (the ?Company?), Iconic Sports Management LLC, a Cayman Islands limited liability company (the ?Sponsor?), and each individual na

December 10, 2021 EX-10.6

Form of Indemnity Agreement(1)

Exhibit 10.6 INDEMNITY AGREEMENT THIS INDEMNITY AGREEMENT (this ?Agreement?) is made as of October 26, 2021, by and between Iconic Sports Acquisition Corp., a Cayman Islands exempted company (the ?Company?), and [?] (?Indemnitee?). WHEREAS, highly competent persons have become more reluctant to serve publicly-held corporations as directors, officers or in other capacities unless they are provided

December 10, 2021 EX-10.5

Letter Agreement by and among the Company, the Sponsor and the officers and directors of the Company.(1)

Exhibit 10.5 October 26, 2021 Iconic Sports Acquisition Corp. 16 Hanover Square London, W1S 1HT United Kingdom Re:Initial Public Offering Ladies and Gentlemen: This letter (this ?Letter Agreement?) is being delivered to you in accordance with the Underwriting Agreement (the ?Underwriting Agreement?) entered into by and between Iconic Sports Acquisition Corp., a Cayman Islands exempted company (the

December 6, 2021 NT 10-Q

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 12b-25 NOTIFICATION OF LATE FILING

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 12b-25 NOTIFICATION OF LATE FILING 001-40953 SEC FILE NUMBER G4712C 123 CUSIP NUMBER (Check One): ? Form 10-K ? Form 20-F ? Form 11-K x Form 10-Q and Form 10-D ? Form N-SAR ? Form N-CSR For Period Ended: September 30, 2021 ? Transition Report on Form 10-K ? Transition Report on Form 20-F ? Transition Report on Form 11-K ?

November 8, 2021 SC 13D

Iconic Sports Management LLC - SC 13D

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13D Under the Securities Exchange Act of 1934 (Amendment No. )* Iconic Sports Acquisition Corp. (Name of Issuer) Class A Ordinary Shares, par value $0.0001 per share (Title of Class of Securities) G4712C 107 (CUSIP Number) Tifosy Limited 16 Hanover Square London, W1S 1HT United Kingdom +44 (0) 2703 93702 (Name, Addres

November 1, 2021 EX-99.1

ICONIC SPORTS ACQUISITION CORPORATION INDEX TO FINANCIAL STATEMENT

Exhibit 99.1 ICONIC SPORTS ACQUISITION CORPORATION INDEX TO FINANCIAL STATEMENT Report of Independent Registered Public Accounting Firm F-2 Balance Sheet as of October 26, 2021 F-3 Notes to Financial Statement F-4 F-1 REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM To the Shareholders and Board of Directors of Iconic Sports Acquisition Corporation Opinion on the Financial Statement We have

November 1, 2021 8-K

Financial Statements and Exhibits, Other Events

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): October 26, 2021 Iconic Sports Acquisition Corp. (Exact name of registrant as specified in its charter) Cayman Islands 001-40953 98-1596288 (State or other jurisdiction of inc

October 27, 2021 EX-10.6

Form of Indemnity Agreement(1)

Exhibit 10.6 INDEMNITY AGREEMENT THIS INDEMNITY AGREEMENT (this ?Agreement?) is made as of October 26, 2021, by and between Iconic Sports Acquisition Corp., a Cayman Islands exempted company (the ?Company?), and [?] (?Indemnitee?). WHEREAS, highly competent persons have become more reluctant to serve publicly-held corporations as directors, officers or in other capacities unless they are provided

October 27, 2021 EX-10.1

Investment Management Trust Agreement between Continental and the Company(1)

Exhibit 10.1 INVESTMENT MANAGEMENT TRUST AGREEMENT This Investment Management Trust Agreement (this ?Agreement?) is made effective as of October 26, 2021, by and between Iconic Sports Acquisition Corp., a Cayman Islands exempted company (the ?Company?), and Continental Stock Transfer & Trust Company, a New York corporation (the ?Trustee?). WHEREAS, the Company?s registration statement on Form S-1,

October 27, 2021 EX-10.5

Letter Agreement by and among the Company, the Sponsor and the officers and directors of the Company(1)

Exhibit 10.5 October 26, 2021 Iconic Sports Acquisition Corp. 16 Hanover Square London, W1S 1HT United Kingdom Re: Initial Public Offering Ladies and Gentlemen: This letter (this ?Letter Agreement?) is being delivered to you in accordance with the Underwriting Agreement (the ?Underwriting Agreement?) entered into by and between Iconic Sports Acquisition Corp., a Cayman Islands exempted company (th

October 27, 2021 EX-99.2

Iconic Sports Acquisition Corp. Completes Upsized $345 Million Initial Public Offering

Exhibit 99.2 Iconic Sports Acquisition Corp. Completes Upsized $345 Million Initial Public Offering LONDON, October 26, 2021 - Iconic Sports Acquisition Corp. (?Iconic Sports? or the ?Company?) today announced the closing of its upsized initial public offering of 34,500,000 units, which includes 4,500,000 units issued pursuant to the exercise by the underwriters of their over-allotment option in f

October 27, 2021 EX-10.3

Private Placement Warrants Purchase Agreement by and between the Company and the Sponsor(1)

Exhibit 10.3 PRIVATE PLACEMENT WARRANTS PURCHASE AGREEMENT THIS PRIVATE PLACEMENT WARRANTS PURCHASE AGREEMENT (as it may from time to time be amended and including all exhibits referenced herein, this ?Agreement?), dated as of October 21, 2021, is entered into by and between Iconic Sports Acquisition Corp., a Cayman Islands exempted company (the ?Company?), and Iconic Sports Management LLC, a Caym

October 27, 2021 EX-10.4

Administrative Services Agreement by and between the Company and the Sponsor(1)

Exhibit 10.4 Iconic Sports Acquisition Corp. 190 Elgin Avenue George Town, Grand Cayman KY1-9008, Cayman Islands October 21, 2021 Iconic Sports Management LLC 190 Elgin Avenue George Town, Grand Cayman KY1-9008, Cayman Islands Ladies and Gentlemen: This letter will confirm our agreement that, commencing on the effective date (the ?Effective Date?) of the registration statement (the ?Registration S

October 27, 2021 EX-99.1

Iconic Sports Acquisition Corp. Announces Pricing of Upsized $300 Million Initial Public Offering

EX-99.1 11 tm2131096d1ex99-1.htm EXHIBIT 99.1 Exhibit 99.1 Iconic Sports Acquisition Corp. Announces Pricing of Upsized $300 Million Initial Public Offering LONDON, United Kingdom, October 21, 2021 - Iconic Sports Acquisition Corp. (“Iconic Sports” or the “Company”) today announced the pricing of its upsized initial public offering of 30,000,000 units at a price of $10.00 per unit. The units will

October 27, 2021 8-K

Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year, Entry into a Material Definitive Agreement, Unregistered Sales of Equity Securities, Financial Statements and Exhibits, Other Events

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): October 21, 2021 Iconic Sports Acquisition Corp. (Exact name of registrant as specified in its charter) Cayman Islands 001-40953 98-1596288 (State or other jurisdiction of inc

October 27, 2021 EX-1.1

Underwriting Agreement by and among the Company and Credit Suisse Securities (USA) LLC and Morgan Stanley & Co. LLC.

Exhibit 1.1 30,000,000 Units Iconic Sports Acquisition Corp. UNDERWRITING AGREEMENT October 21, 2021 Credit Suisse Securities (USA) LLC Eleven Madison Avenue New York, New York 10010 Morgan Stanley & Co. LLC 1585 Broadway New York, New York 10036 Ladies and Gentlemen: Iconic Sports Acquisition Corp., a Cayman Islands exempted company (the ?Company?), proposes to sell to you and, as applicable, to

October 27, 2021 EX-4.1

Warrant Agreement between Continental and the Company(1)

Exhibit 4.1 WARRANT AGREEMENT ICONIC SPORTS ACQUISITION CORP. and CONTINENTAL STOCK TRANSFER & TRUST COMPANY Dated October 26, 2021 THIS WARRANT AGREEMENT (this ?Agreement?), dated October 26, 2021, is by and between Iconic Sports Acquisition Corp., a Cayman Islands exempted company (the ?Company?), and Continental Stock Transfer & Trust Company, a New York corporation, as warrant agent (in such c

October 27, 2021 EX-10.2

Registration and Shareholder Rights Agreement by and among the Company, the Sponsor and certain shareholders of the Company(1)

Exhibit 10.2 REGISTRATION AND SHAREHOLDER RIGHTS AGREEMENT THIS REGISTRATION AND SHAREHOLDER RIGHTS AGREEMENT (this ?Agreement?), dated as of October 26, 2021, is made and entered into by and among Iconic Sports Acquisition Corp., a Cayman Islands exempted company (the ?Company?), Iconic Sports Management LLC, a Cayman Islands limited liability company (the ?Sponsor?), and each individual named on

October 27, 2021 EX-3.1

Amended and Restated Memorandum and Articles of Association(1)

Exhibit 3.1 THE COMPANIES ACT (AS AMENDED) COMPANY LIMITED BY SHARES amended and restated Memorandum OF association of Iconic Sports Acquisition Corp. (ADOPTED BY SPECIAL RESOLUTION DATED 21 OCTOBER 2021) THE COMPANIES ACT (AS AMENDED) COMPANY LIMITED BY SHARES amended and restated MEMORANDUM of ASSOCIATION OF Iconic Sports Acquisition Corp. (ADOPTED BY SPECIAL RESOLUTION DATED 21 OCTOBER 2021) 1.

October 25, 2021 424B4

Iconic Sports Acquisition Corp. 30,000,000 Units

424B4 1 tm2114404-15424b4.htm 424B4 TABLE OF CONTENTS  Filed pursuant to Rule 424(b)(4)  Registration No. 333-260096 PROSPECTUS Iconic Sports Acquisition Corp. $300,000,000 30,000,000 Units Iconic Sports Acquisition Corp. is a blank check company incorporated as a Cayman Islands exempted company for the purpose of effecting a merger, share exchange, asset acquisition, share purchase, recapitalizat

October 21, 2021 S-1MEF

As filed with the Securities and Exchange Commission on October 21, 2021

S-1MEF 1 tm2114404d14s1mef.htm FORM S-1MEF As filed with the Securities and Exchange Commission on October 21, 2021 No. 333- SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM S-1 REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933 Iconic Sports Acquisition Corp. (Exact name of registrant as specified in its charter) Cayman Islands (State or other jurisdiction of incorporation or o

October 21, 2021 8-A12B

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 FORM 8-A FOR REGISTRATION OF CERTAIN CLASSES OF SECURITIES PURSUANT TO SECTION 12(b) OR 12(g) OF THE SECURITIES EXCHANGE ACT OF 1934 ICONIC SPORTS ACQUISITION CORP. (Exact Name Of

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 FORM 8-A FOR REGISTRATION OF CERTAIN CLASSES OF SECURITIES PURSUANT TO SECTION 12(b) OR 12(g) OF THE SECURITIES EXCHANGE ACT OF 1934 ICONIC SPORTS ACQUISITION CORP.

October 21, 2021 S-1/A

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Amendment No. 3 to FORM S-1 REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933 Iconic Sports Acquisition Corp. (Exact name of registrant as specified in its certificate of i

S-1/A 1 tm2114404-8s1a.htm S-1/A TABLE OF CONTENTS As filed with the United States Securities and Exchange Commission on October 21, 2021 under the Securities Act of 1933, as amended. No. 333-260096 UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Amendment No. 3 to FORM S-1 REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933 Iconic Sports Acquisition Corp. (Exact name o

October 21, 2021 CORRESP

Iconic Sports Acquisition Corp. 190 Elgin Avenue George Town, Grand Cayman KY1-9008 Cayman Islands October 21, 2021

Iconic Sports Acquisition Corp. 190 Elgin Avenue George Town, Grand Cayman KY1-9008 Cayman Islands October 21, 2021 VIA EDGAR Securities and Exchange Commission Division of Corporation Finance Office of Real Estate and Construction 100 F Street, N.E. Washington, D.C. 20549 Attention: Ronald Alper Re: Iconic Sports Acquisition Corp. Registration Statement on Form S-1, as amended File No. 333-260096

October 21, 2021 CORRESP

[Signature Page Follows]

CORRESP 1 filename1.htm October 21, 2021 VIA EDGAR Securities and Exchange Commission Division of Corporation Finance 100 F Street NE Washington, D.C. 20549-3561 Re: Iconic Sports Acquisition Corp. (the “Company”) Registration Statement on Form S-1 (Registration No. 333-260096) Ladies and Gentlemen: In accordance with Rule 461 of the General Rules and Regulations under the Securities Act of 1933,

October 20, 2021 CORRESP

Via EDGAR

Via EDGAR October 20, 2021 United States Securities and Exchange Commission Division of Corporation Finance Office of Real Estate and Construction 100 F Street, N.

October 19, 2021 S-1/A

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Amendment No. 2 to FORM S-1 REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933 Iconic Sports Acquisition Corp. (Exact name of registrant as specified in its certificate of i

TABLE OF CONTENTS As filed with the United States Securities and Exchange Commission on October 19, 2021 under the Securities Act of 1933, as amended.

October 19, 2021 EX-10.3

Form of Private Placement Warrants Purchase Agreement between the Registrant and the Sponsor.*

Exhibit 10.3 PRIVATE PLACEMENT WARRANTS PURCHASE AGREEMENT THIS PRIVATE PLACEMENT WARRANTS PURCHASE AGREEMENT (as it may from time to time be amended and including all exhibits referenced herein, this ?Agreement?), dated as of [?], 2021, is entered into by and between Iconic Sports Acquisition Corp., a Cayman Islands exempted company (the ?Company?), and Iconic Sports Management LLC, a Cayman Isla

October 19, 2021 EX-4.4

Form of Warrant Agreement between Continental Stock Transfer & Trust Company and the Registrant.*

Exhibit 4.4 WARRANT AGREEMENT ICONIC SPORTS ACQUISITION CORP. and CONTINENTAL STOCK TRANSFER & TRUST COMPANY Dated [?], 2021 THIS WARRANT AGREEMENT (this ?Agreement?), dated [?], 2021, is by and between Iconic Sports Acquisition Corp., a Cayman Islands exempted company (the ?Company?), and Continental Stock Transfer & Trust Company, a New York corporation, as warrant agent (in such capacity, the ?

October 19, 2021 EX-10.1

Form of Investment Management Trust Agreement between Continental Stock Transfer & Trust Company and the Registrant.*

Exhibit 10.1 INVESTMENT MANAGEMENT TRUST AGREEMENT This Investment Management Trust Agreement (this ?Agreement?) is made effective as of [?], 2021, by and between Iconic Sports Acquisition Corp., a Cayman Islands exempted company (the ?Company?), and Continental Stock Transfer & Trust Company, a New York corporation (the ?Trustee?). WHEREAS, the Company?s registration statement on Form S-1, File N

October 19, 2021 EX-10.2

Form of Registration and Shareholder Rights Agreement among the Registrant, the Sponsor and the Holders signatory thereto.*

Exhibit 10.2 REGISTRATION AND SHAREHOLDER RIGHTS AGREEMENT THIS REGISTRATION AND SHAREHOLDER RIGHTS AGREEMENT (this ?Agreement?), dated as of [?], 2021, is made and entered into by and among Iconic Sports Acquisition Corp., a Cayman Islands exempted company (the ?Company?), Iconic Sports Management LLC, a Cayman Islands limited liability company (the ?Sponsor?), and each individual named on the si

October 19, 2021 EX-1.1

Form of Underwriting Agreement.*

Exhibit 1.1 25,000,000 Units Iconic Sports Acquisition Corp. UNDERWRITING AGREEMENT [?], 2021 Credit Suisse Securities (USA) LLC Eleven Madison Avenue New York, New York 10010 Morgan Stanley & Co. LLC 1585 Broadway New York, New York 10036 As Representatives of the several Underwriters Ladies and Gentlemen: Iconic Sports Acquisition Corp., a Cayman Islands exempted company (the ?Company?), propose

October 19, 2021 EX-3.2

Form of Amended and Restated Memorandum and Articles of Association.*

Exhibit 3.2 THE COMPANIES ACT (AS AMENDED) COMPANY LIMITED BY SHARES amended and restated Memorandum OF association of Iconic Sports Acquisition Corp. (ADOPTED BY SPECIAL RESOLUTION DATED [?] 2021) i THE COMPANIES ACT (AS AMENDED) COMPANY LIMITED BY SHARES amended and restated MEMORANDUM of ASSOCIATION OF Iconic Sports Acquisition Corp. (ADOPTED BY SPECIAL RESOLUTION DATED [?] 2021) 1. The name of

October 12, 2021 EX-10.4

Form of Indemnity Agreement.**

Exhibit 10.4 INDEMNITY AGREEMENT THIS INDEMNITY AGREEMENT (this ?Agreement?) is made as of October [?], 2021, by and between Iconic Sports Acquisition Corp., a Cayman Islands exempted company (the ?Company?), and [?] (?Indemnitee?). WHEREAS, highly competent persons have become more reluctant to serve publicly-held corporations as directors, officers or in other capacities unless they are provided

October 12, 2021 EX-10.8

Form of Letter Agreement between the Registrant, the Sponsor and each director and officer of the Registrant.**

Exhibit 10.8 [?], 2021 Iconic Sports Acquisition Corp. 16 Hanover Square London, W1S 1HT United Kingdom Re: Initial Public Offering Ladies and Gentlemen: This letter (this ?Letter Agreement?) is being delivered to you in accordance with the Underwriting Agreement (the ?Underwriting Agreement?) entered into by and between Iconic Sports Acquisition Corp., a Cayman Islands exempted company (the ?Comp

October 12, 2021 S-1/A

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Amendment No. 1 to FORM S-1 REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933 Iconic Sports Acquisition Corp. (Exact name of registrant as specified in its certificate of i

? As filed with the United States Securities and Exchange Commission on October 12, 2021 under the Securities Act of 1933, as amended.

October 12, 2021 EX-4.1

Specimen Unit Certificate(2)

Exhibit 4.1 SPECIMEN UNIT CERTIFICATE NUMBER UNITS U- SEE REVERSE FOR CERTAIN DEFINITIONS Iconic Sports Acquisition Corp. CUSIP [ ] UNITS CONSISTING OF ONE CLASS A ORDINARY SHARE AND ONE-HALF OF ONE REDEEMABLE WARRANT TO PURCHASE ONE CLASS A ORDINARY SHARE THIS CERTIFIES is the owner of ?Units. Each Unit (?Unit?) consists of one (1) Class A ordinary share, par value $0.0001 per share (?Ordinary Sh

October 12, 2021 EX-10.9

Form of Investment Agreement between the Registrant and the Sponsor.

Exhibit 10.9 INVESTMENT AGREEMENT THIS INVESTMENT AGREEMENT (this ?Agreement?), dated as of , 2021, is by and between Iconic Sports Acquisition Corp., a Cayman Islands exempted company (the ?SPAC?) and Iconic Sports Management LLC, a Cayman Islands limited liability company (the ?Sponsor?). WHEREAS, in connection with the initial public offering (the ?IPO?) of units of the SPAC, each unit consisti

October 12, 2021 EX-10.5

Form of Administrative Services Agreement between the Registrant and the Sponsor.**

Exhibit 10.5 Iconic Sports Acquisition Corp. 190 Elgin Avenue George Town, Grand Cayman KY1-9008, Cayman Islands October [?], 2021 Iconic Sports Management LLC 190 Elgin Avenue George Town, Grand Cayman KY1-9008, Cayman Islands Ladies and Gentlemen: This letter will confirm our agreement that, commencing on the effective date (the ?Effective Date?) of the registration statement (the ?Registration

October 12, 2021 EX-3.2

Form of Amended and Restated Memorandum and Articles of Association.

Exhibit 3.2 THE COMPANIES ACT (AS AMENDED) COMPANY LIMITED BY SHARES amended and restated Memorandum OF association of Iconic Sports Acquisition Corp. (ADOPTED BY SPECIAL RESOLUTION DATED [?] 2021) i THE COMPANIES ACT (AS AMENDED) COMPANY LIMITED BY SHARES amended and restated MEMORANDUM of ASSOCIATION OF Iconic Sports Acquisition Corp. (ADOPTED BY SPECIAL RESOLUTION DATED [?] 2021) 1. The name of

October 12, 2021 EX-4.3

Specimen Warrant Certificate(2)

Exhibit 4.3 [FACE] Number Warrants THIS WARRANT SHALL BE VOID IF NOT EXERCISED PRIOR TO THE EXPIRATION OF THE EXERCISE PERIOD PROVIDED FOR IN THE WARRANT AGREEMENT DESCRIBED BELOW ICONIC SPORTS ACQUISITION CORP. Incorporated Under the Laws of the Cayman Islands CUSIP [?] Warrant Certificate This Warrant Certificate certifies that , or registered assigns, is the registered holder of warrant(s) (the

October 12, 2021 EX-1.1

Form of Underwriting Agreement.

Exhibit 1.1 25,000,000 Units Iconic Sports Acquisition Corp. UNDERWRITING AGREEMENT [?], 2021 Credit Suisse Securities (USA) LLC Eleven Madison Avenue New York, New York 10010 Morgan Stanley & Co. LLC 1585 Broadway New York, New York 10036 As Representatives of the several Underwriters Ladies and Gentlemen: Iconic Sports Acquisition Corp., a Cayman Islands exempted company (the ?Company?), propose

October 12, 2021 EX-10.3

Form of Private Placement Warrants Purchase Agreement between the Registrant and the Sponsor.

Exhibit 10.3 PRIVATE PLACEMENT WARRANTS PURCHASE AGREEMENT THIS PRIVATE PLACEMENT WARRANTS PURCHASE AGREEMENT (as it may from time to time be amended and including all exhibits referenced herein, this ?Agreement?), dated as of [?], 2021, is entered into by and between Iconic Sports Acquisition Corp., a Cayman Islands exempted company (the ?Company?), and Iconic Sports Management LLC, a Cayman Isla

October 12, 2021 EX-10.1

Form of Investment Management Trust Agreement between Continental Stock Transfer & Trust Company and the Registrant.

Exhibit 10.1 INVESTMENT MANAGEMENT TRUST AGREEMENT This Investment Management Trust Agreement (this ?Agreement?) is made effective as of [?], 2021, by and between Iconic Sports Acquisition Corp., a Cayman Islands exempted company (the ?Company?), and Continental Stock Transfer & Trust Company, a New York corporation (the ?Trustee?). WHEREAS, the Company?s registration statement on Form S-1, File N

October 12, 2021 EX-10.2

Form of Registration and Shareholder Rights Agreement among the Registrant, the Sponsor and the Holders signatory thereto.

Exhibit 10.2 REGISTRATION AND SHAREHOLDER RIGHTS AGREEMENT THIS REGISTRATION AND SHAREHOLDER RIGHTS AGREEMENT (this ?Agreement?), dated as of [?], 2021, is made and entered into by and among Iconic Sports Acquisition Corp., a Cayman Islands exempted company (the ?Company?), Iconic Sports Management LLC, a Cayman Islands limited liability company (the ?Sponsor?), and each individual named on the si

October 12, 2021 EX-4.2

Specimen Class A Ordinary Share Certificate(2)

Exhibit 4.2 SPECIMEN CLASS A ORDINARY SHARE CERTIFICATE NUMBER SHARES ICONIC SPORTS ACQUISITION CORP. INCORPORATED UNDER THE LAWS OF THE CAYMAN ISLANDS CLASS A ORDINARY SHARES SEE REVERSE FOR CERTAIN DEFINITIONS CUSIP [ ] This Certifies that is the owner of FULLY PAID AND NON-ASSESSABLE CLASS A ORDINARY SHARES OF THE PAR VALUE OF US$0.0001 EACH OF ICONIC SPORTS ACQUISITION CORP. (THE ?COMPANY?) su

October 12, 2021 EX-4.4

Form of Warrant Agreement between Continental Stock Transfer & Trust Company and the Registrant.

Exhibit 4.4 WARRANT AGREEMENT ICONIC SPORTS ACQUISITION CORP. and CONTINENTAL STOCK TRANSFER & TRUST COMPANY Dated [?], 2021 THIS WARRANT AGREEMENT (this ?Agreement?), dated [?], 2021, is by and between Iconic Sports Acquisition Corp., a Cayman Islands exempted company (the ?Company?), and Continental Stock Transfer & Trust Company, a New York corporation, as warrant agent (in such capacity, the ?

October 6, 2021 S-1

Power of Attorney (included on signature page to the initial filing of this Registration Statement).**

TABLE OF CONTENTS As filed with the United States Securities and Exchange Commission on October 6, 2021 under the Securities Act of 1933, as amended.

October 6, 2021 EX-10.6

Promissory Note between the Company and the Sponsor(3)

Exhibit 10.6 THIS PROMISSORY NOTE (?NOTE?) HAS NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE ?SECURITIES ACT?). THIS NOTE HAS BEEN ACQUIRED FOR INVESTMENT ONLY AND MAY NOT BE SOLD, TRANSFERRED OR ASSIGNED IN THE ABSENCE OF REGISTRATION OF THE RESALE THEREOF UNDER THE SECURITIES ACT OR AN OPINION OF COUNSEL REASONABLY SATISFACTORY IN FORM, SCOPE AND SUBSTANCE TO THE COMPANY

October 6, 2021 EX-99.2

Consent of Alex Liu.**

Exhibit 99.2 Consent of Alex Liu Iconic Sports Acquisition Corp. (the ?Company?) intends to file a Registration Statement on Form S-1 (together with any amendments or supplements thereto, the ?Registration Statement?) registering securities for issuance in its initial public offering. As required by Rule 438 under the Securities Act of 1933, as amended, the undersigned hereby consents to being nam

October 6, 2021 EX-99.3

Consent of Fahd Beg.**

EX-99.3 8 tm2114404d3ex99-3.htm EXHIBIT 99.3 Exhibit 99.3 Consent of Fahd Beg Iconic Sports Acquisition Corp. (the “Company”) intends to file a Registration Statement on Form S-1 (together with any amendments or supplements thereto, the “Registration Statement”) registering securities for issuance in its initial public offering. As required by Rule 438 under the Securities Act of 1933, as amended,

October 6, 2021 EX-10.7

Securities Subscription Agreement between the Company and the Sponsor(3)

Exhibit 10.7 Iconic Sports Acquisition Corp. 16 Hanover Square London, W1S 1HT United Kingdom April 20, 2021 Iconic Sports Management LLC 16 Hanover Square London, W1S 1HT United Kingdom RE: Securities Subscription Agreement Gentlemen: This agreement (this ?Agreement?) is entered into on April 20, 2021 by and between Iconic Sports Management LLC, a Cayman Islands limited liability company (the ?Su

October 6, 2021 EX-99.1

Consent of Renée E. LaBran.**

EX-99.1 6 tm2114404d3ex99-1.htm EXHIBIT 99.1 Exhibit 99.1 Consent of Renée E. LaBran Iconic Sports Acquisition Corp. (the “Company”) intends to file a Registration Statement on Form S-1 (together with any amendments or supplements thereto, the “Registration Statement”) registering securities for issuance in its initial public offering. As required by Rule 438 under the Securities Act of 1933, as a

October 6, 2021 EX-3.1

Memorandum and Articles of Association.**

EX-3.1 2 tm2114404d3ex3-1.htm EXHIBIT 3.1 Exhibit 3.1 THE COMPANIES ACT (AS AMENDED) COMPANY LIMITED BY SHARES MEMORANDUM OF ASSOCIATION OF ICONIC SPORTS ACQUISITION CORP. REF: ML/LS/170824 Auth Code: J40080956013 www.verify.gov.ky THE COMPANIES ACT (AS AMENDED) COMPANY LIMITED BY SHARES MEMORANDUM OF ASSOCIATION OF ICONIC SPORTS ACQUISITION CORP. 1. The name of the company is Iconic Sports Acquis

May 10, 2021 DRS

This is a confidential draft submission to the United States Securities and Exchange Commission on May 10, 2021 and is not being filed under the Securities Act of 1933, as amended.

This is a confidential draft submission to the United States Securities and Exchange Commission on May 10, 2021 and is not being filed under the Securities Act of 1933, as amended.

May 10, 2021 EX-3.1

THE COMPANIES ACT (AS AMENDED) COMPANY LIMITED BY SHARES MEMORANDUM OF ASSOCIATION ICONIC SPORTS ACQUISITION CORP. REF: ML/LS/170824

EX-3.1 2 filename2.htm Exhibit 3.1 THE COMPANIES ACT (AS AMENDED) COMPANY LIMITED BY SHARES MEMORANDUM OF ASSOCIATION OF ICONIC SPORTS ACQUISITION CORP. REF: ML/LS/170824 Auth Code: J40080956013 www.verify.gov.ky THE COMPANIES ACT (AS AMENDED) COMPANY LIMITED BY SHARES MEMORANDUM OF ASSOCIATION OF ICONIC SPORTS ACQUISITION CORP. 1. The name of the company is Iconic Sports Acquisition Corp. (the "C

May 10, 2021 EX-10.7

Iconic Sports Acquisition Corp. 16 Hanover Square London, W1S 1HT United Kingdom

EX-10.7 4 filename4.htm Exhibit 10.7 Iconic Sports Acquisition Corp. 16 Hanover Square London, W1S 1HT United Kingdom April 20, 2021 Iconic Sports Management LLC 16 Hanover Square London, W1S 1HT United Kingdom RE: Securities Subscription Agreement Gentlemen: This agreement (this “Agreement”) is entered into on April 20, 2021 by and between Iconic Sports Management LLC, a Cayman Islands limited li

May 10, 2021 EX-10.6

PROMISSORY NOTE

EX-10.6 3 filename3.htm Exhibit 10.6 THIS PROMISSORY NOTE (“NOTE”) HAS NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”). THIS NOTE HAS BEEN ACQUIRED FOR INVESTMENT ONLY AND MAY NOT BE SOLD, TRANSFERRED OR ASSIGNED IN THE ABSENCE OF REGISTRATION OF THE RESALE THEREOF UNDER THE SECURITIES ACT OR AN OPINION OF COUNSEL REASONABLY SATISFACTORY IN FORM, SCOPE AND S

Fintel data has been cited in the following publications:
Daily Mail Fox Business Business Insider Wall Street Journal The Washington Post Bloomberg Financial Times Globe and Mail
NASDAQ.com Reuters The Guardian Associated Press FactCheck.org Snopes Politifact
Federal Register The Intercept Forbes Fortune Magazine TheStreet Time Magazine Canadian Broadcasting Corporation International Business Times
Cambridge University Press Investopedia MarketWatch NY Daily News Entrepreneur Newsweek Barron's El Economista