0001858351
false
Cayman Islands
0001858351
2023-09-25
2023-09-25
0001858351
ICNC:UnitsEachConsistingOfOneClassAOrdinaryShareDollar0.0001ParValueAndOnehalfOfOneRedeemableWarrantMember
2023-09-25
2023-09-25
0001858351
us-gaap:CommonClassAMember
2023-09-25
2023-09-25
0001858351
us-gaap:WarrantMember
2023-09-25
2023-09-25
iso4217:USD
xbrli:shares
iso4217:USD
xbrli:shares
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) |
+44 (0) 2703 93702
(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.
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
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 |
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.
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.
+1 212 257 4170
v3.23.3
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
|
| X |
- DefinitionBoolean flag that is true when the XBRL content amends previously-filed or accepted submission.
| Name: |
dei_AmendmentFlag |
| Namespace Prefix: |
dei_ |
| Data Type: |
xbrli:booleanItemType |
| Balance Type: |
na |
| Period Type: |
duration |
|
| X |
- DefinitionFor the EDGAR submission types of Form 8-K: the date of the report, the date of the earliest event reported; for the EDGAR submission types of Form N-1A: the filing date; for all other submission types: the end of the reporting or transition period. The format of the date is YYYY-MM-DD.
| Name: |
dei_DocumentPeriodEndDate |
| Namespace Prefix: |
dei_ |
| Data Type: |
xbrli:dateItemType |
| Balance Type: |
na |
| Period Type: |
duration |
|
| X |
- DefinitionThe type of document being provided (such as 10-K, 10-Q, 485BPOS, etc). The document type is limited to the same value as the supporting SEC submission type, or the word 'Other'.
| Name: |
dei_DocumentType |
| Namespace Prefix: |
dei_ |
| Data Type: |
dei:submissionTypeItemType |
| Balance Type: |
na |
| Period Type: |
duration |
|
| X |
- DefinitionAddress Line 1 such as Attn, Building Name, Street Name
| Name: |
dei_EntityAddressAddressLine1 |
| Namespace Prefix: |
dei_ |
| Data Type: |
xbrli:normalizedStringItemType |
| Balance Type: |
na |
| Period Type: |
duration |
|
| X |
- Definition
+ References
+ Details
| Name: |
dei_EntityAddressCityOrTown |
| Namespace Prefix: |
dei_ |
| Data Type: |
xbrli:normalizedStringItemType |
| Balance Type: |
na |
| Period Type: |
duration |
|
| X |
- DefinitionISO 3166-1 alpha-2 country code.
| Name: |
dei_EntityAddressCountry |
| Namespace Prefix: |
dei_ |
| Data Type: |
dei:countryCodeItemType |
| Balance Type: |
na |
| Period Type: |
duration |
|
| X |
- DefinitionCode for the postal or zip code
| Name: |
dei_EntityAddressPostalZipCode |
| Namespace Prefix: |
dei_ |
| Data Type: |
xbrli:normalizedStringItemType |
| Balance Type: |
na |
| Period Type: |
duration |
|
| X |
- DefinitionA unique 10-digit SEC-issued value to identify entities that have filed disclosures with the SEC. It is commonly abbreviated as CIK. Reference 1: http://www.xbrl.org/2003/role/presentationRef
-Publisher SEC
-Name Exchange Act
-Number 240
-Section 12
-Subsection b-2
| Name: |
dei_EntityCentralIndexKey |
| Namespace Prefix: |
dei_ |
| Data Type: |
dei:centralIndexKeyItemType |
| Balance Type: |
na |
| Period Type: |
duration |
|
| X |
- DefinitionIndicate if registrant meets the emerging growth company criteria. Reference 1: http://www.xbrl.org/2003/role/presentationRef
-Publisher SEC
-Name Exchange Act
-Number 240
-Section 12
-Subsection b-2
| Name: |
dei_EntityEmergingGrowthCompany |
| Namespace Prefix: |
dei_ |
| Data Type: |
xbrli:booleanItemType |
| Balance Type: |
na |
| Period Type: |
duration |
|
| X |
- DefinitionCommission file number. The field allows up to 17 characters. The prefix may contain 1-3 digits, the sequence number may contain 1-8 digits, the optional suffix may contain 1-4 characters, and the fields are separated with a hyphen.
| Name: |
dei_EntityFileNumber |
| Namespace Prefix: |
dei_ |
| Data Type: |
dei:fileNumberItemType |
| Balance Type: |
na |
| Period Type: |
duration |
|
| X |
- DefinitionTwo-character EDGAR code representing the state or country of incorporation.
| Name: |
dei_EntityIncorporationStateCountryCode |
| Namespace Prefix: |
dei_ |
| Data Type: |
dei:edgarStateCountryItemType |
| Balance Type: |
na |
| Period Type: |
duration |
|
| X |
- DefinitionThe exact name of the entity filing the report as specified in its charter, which is required by forms filed with the SEC. Reference 1: http://www.xbrl.org/2003/role/presentationRef
-Publisher SEC
-Name Exchange Act
-Number 240
-Section 12
-Subsection b-2
| Name: |
dei_EntityRegistrantName |
| Namespace Prefix: |
dei_ |
| Data Type: |
xbrli:normalizedStringItemType |
| Balance Type: |
na |
| Period Type: |
duration |
|
| X |
- DefinitionThe Tax Identification Number (TIN), also known as an Employer Identification Number (EIN), is a unique 9-digit value assigned by the IRS. Reference 1: http://www.xbrl.org/2003/role/presentationRef
-Publisher SEC
-Name Exchange Act
-Number 240
-Section 12
-Subsection b-2
| Name: |
dei_EntityTaxIdentificationNumber |
| Namespace Prefix: |
dei_ |
| Data Type: |
dei:employerIdItemType |
| Balance Type: |
na |
| Period Type: |
duration |
|
| X |
- DefinitionLocal phone number for entity.
| Name: |
dei_LocalPhoneNumber |
| Namespace Prefix: |
dei_ |
| Data Type: |
xbrli:normalizedStringItemType |
| Balance Type: |
na |
| Period Type: |
duration |
|
| X |
- DefinitionBoolean flag that is true when the Form 8-K filing is intended to satisfy the filing obligation of the registrant as pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act. Reference 1: http://www.xbrl.org/2003/role/presentationRef
-Publisher SEC
-Name Exchange Act
-Number 240
-Section 13e
-Subsection 4c
| Name: |
dei_PreCommencementIssuerTenderOffer |
| Namespace Prefix: |
dei_ |
| Data Type: |
xbrli:booleanItemType |
| Balance Type: |
na |
| Period Type: |
duration |
|
| X |
- DefinitionBoolean flag that is true when the Form 8-K filing is intended to satisfy the filing obligation of the registrant as pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act. Reference 1: http://www.xbrl.org/2003/role/presentationRef
-Publisher SEC
-Name Exchange Act
-Number 240
-Section 14d
-Subsection 2b
| Name: |
dei_PreCommencementTenderOffer |
| Namespace Prefix: |
dei_ |
| Data Type: |
xbrli:booleanItemType |
| Balance Type: |
na |
| Period Type: |
duration |
|
| X |
- DefinitionTitle of a 12(b) registered security. Reference 1: http://www.xbrl.org/2003/role/presentationRef
-Publisher SEC
-Name Exchange Act
-Number 240
-Section 12
-Subsection b
| Name: |
dei_Security12bTitle |
| Namespace Prefix: |
dei_ |
| Data Type: |
dei:securityTitleItemType |
| Balance Type: |
na |
| Period Type: |
duration |
|
| X |
- DefinitionName of the Exchange on which a security is registered. Reference 1: http://www.xbrl.org/2003/role/presentationRef
-Publisher SEC
-Name Exchange Act
-Number 240
-Section 12
-Subsection d1-1
| Name: |
dei_SecurityExchangeName |
| Namespace Prefix: |
dei_ |
| Data Type: |
dei:edgarExchangeCodeItemType |
| Balance Type: |
na |
| Period Type: |
duration |
|
| X |
- DefinitionBoolean flag that is true when the Form 8-K filing is intended to satisfy the filing obligation of the registrant as soliciting material pursuant to Rule 14a-12 under the Exchange Act. Reference 1: http://www.xbrl.org/2003/role/presentationRef
-Publisher SEC
-Name Exchange Act
-Section 14a
-Number 240
-Subsection 12
| Name: |
dei_SolicitingMaterial |
| Namespace Prefix: |
dei_ |
| Data Type: |
xbrli:booleanItemType |
| Balance Type: |
na |
| Period Type: |
duration |
|
| X |
- DefinitionTrading symbol of an instrument as listed on an exchange.
| Name: |
dei_TradingSymbol |
| Namespace Prefix: |
dei_ |
| Data Type: |
dei:tradingSymbolItemType |
| Balance Type: |
na |
| Period Type: |
duration |
|
| X |
- DefinitionBoolean flag that is true when the Form 8-K filing is intended to satisfy the filing obligation of the registrant as written communications pursuant to Rule 425 under the Securities Act. Reference 1: http://www.xbrl.org/2003/role/presentationRef
-Publisher SEC
-Name Securities Act
-Number 230
-Section 425
| Name: |
dei_WrittenCommunications |
| Namespace Prefix: |
dei_ |
| Data Type: |
xbrli:booleanItemType |
| Balance Type: |
na |
| Period Type: |
duration |
|
| X |
- Details
| Name: |
us-gaap_StatementClassOfStockAxis=ICNC_UnitsEachConsistingOfOneClassAOrdinaryShareDollar0.0001ParValueAndOnehalfOfOneRedeemableWarrantMember |
| Namespace Prefix: |
|
| Data Type: |
na |
| Balance Type: |
|
| Period Type: |
|
|
| X |
- Details
| Name: |
us-gaap_StatementClassOfStockAxis=us-gaap_CommonClassAMember |
| Namespace Prefix: |
|
| Data Type: |
na |
| Balance Type: |
|
| Period Type: |
|
|
| X |
- Details
| Name: |
us-gaap_StatementClassOfStockAxis=us-gaap_WarrantMember |
| Namespace Prefix: |
|
| Data Type: |
na |
| Balance Type: |
|
| Period Type: |
|
|
Iconic Sports Acquisition (NYSE:ICNC)
과거 데이터 주식 차트
부터 10월(10) 2024 으로 11월(11) 2024
Iconic Sports Acquisition (NYSE:ICNC)
과거 데이터 주식 차트
부터 11월(11) 2023 으로 11월(11) 2024
