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~~July 2426, 2023 ~~(April 20, 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. ¨

Item 2.03.

Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement or a Registrant.

AsItem ~~disclosed in the definitive proxy statement filed by Iconic Sports Acquisition Corp~~8.,01 aof ~~Cayman~~this ~~Islands exempted Company (“Iconic”) with the U.S.~~Current ~~Securities~~Report ~~and Exchange Commission (the “SEC”)~~ on ~~April~~Form 6, 2023 (the “Extension Proxy Statement”), relating to the extraordinary general meeting of shareholders of Iconic (the “Extension Meeting”), Iconic Sports Management LLC, a Cayman Islands limited liability company (the “Sponsor”), agreed that if the Extension Amendment Proposal (as defined below) was approved, it or one or more of its affiliates, members or third8-~~party~~K ~~designees~~is ~~(the~~incorporated “Lender”) will contribute to Iconic as a loan $360,000 to be deposited into the trust account established in connection with Iconic’s initial public offering (the “Trust Account”). In addition, in the event Iconic does not consummate an initial business combination (a “Business Combination”) by ~~the~~reference ~~Articles Extension Date (as defined below), the Lender will contribute to Iconic as a loan up to $1,080,000 in nine equal installments to be deposited~~ into ~~the~~this ~~Trust~~item ~~Account for each of the nine one-month optional extensions following the Articles Extension Date~~2.03.

On April 20, 2023, the shareholders of Iconic approved the Extension Amendment Proposal and the Redemption Limitation Amendment Proposal at the Extension Meeting (each as defined below and as described in Item ~~5.03 and Item 5.07 of this Current Report on Form~~ 8~~-K)~~. ~~Accordingly, on April 20, 2023, Iconic issued an unsecured convertible promissory note in the principal amount of up to $1,440,000 (the “Note”) to the Sponsor~~01. ~~The~~ ~~Note~~Other ~~does not bear interest and matures upon closing of Iconic’s initial Business Combination~~Events. Up to $750,000 of the amounts loaned under the Note will be convertible at the option of the Sponsor into warrants of Iconic (“Working Capital Warrants”), at a conversion price equal to $1.00 per Working Capital Warrant. The terms of the Working Capital Warrants will be identical to those of the private placement warrants that were issued to the Sponsor in connection with Iconic’s initial public offering. In the event that Iconic does not consummate a Business Combination and if the Note is not converted into Working Capital Warrants, the Note will be repaid only from funds held outside of the Trust Account or will be forfeited, eliminated or otherwise forgiven. The maturity date of the Note may be accelerated upon the occurrence of an Event of Default (as defined under the Note). Any Working Capital Warrants issuable upon conversion of the Note will not be registered under the Securities Act of 1933, as amended (the “Securities Act”) and will be issued in reliance on the exemption from registration requirements thereof provided by Section 4(a)(2) of the Securities Act. As of April 20, 2023, $360,000 were drawn under the Note and will be deposited in the Trust Account in connection with the Articles Amendment (as defined below).

~~The~~On ~~foregoing~~July 26, ~~description~~2023, Iconic Sports Acquisition Corp. (the “Company”) approved the first one-month extension of the ~~Note~~time ~~does~~period ~~not~~during which the Company ~~purport~~may consummate an initial business combination (such time period, the “Business Combination Period”). In connection with this extension of the Business Combination Period to beAugust 26, ~~complete~~2023 (the “Extension”), the Company drew an aggregate of $120,000 (the “Extension Funds”) from the unsecured convertible promissory note in the principal amount of up to $1,440,000, dated April 20, 2023 and isthat ~~qualified~~the Company issued to Iconic Sports Management LLC (the “Sponsor”) in ~~its~~connection ~~entirety~~with bythe approval of the ~~terms~~amendment to its amended and ~~conditions~~restated memorandum and articles of ~~thereof.~~association (as amended, the “A&R ~~copy~~Memorandum and Articles of Association”) during the ~~Note~~extraordinary isgeneral ~~attached~~meeting ~~hereto as~~of ~~Exhibit~~shareholders held on April 1020, 2023 (the “Second Convertible Promissory Note”).1 As provided for in the A&R Memorandum and ~~incorporated~~Articles ~~herein~~of Association, the Company deposited the Extension Funds into the trust account that was established by ~~reference~~the Company in connection with its initial public offering (the “Trust Account”).

~~Item~~The Extension 5is the first of nine one-month extensions permitted under the A&R Memorandum and Articles of Association.03 ~~Amendments~~As previously disclosed, the Second Convertible Promissory Note allows the Company to use the funds drawn under the Second Convertible Promissory Note for general corporate purposes and the funding of the deposits into the Trust Account that the Company is required to make pursuant to its A&R Memorandum and Articles of Association in connection with the optional extensions that may be requested by the Sponsor. Up to $750,000 of the amounts loaned under the Second Convertible Promissory Note are convertible at the option of the Sponsor into the Company’s private placement warrants (the “Working Capital Warrants”) at a conversion price equal to $1.00 per Working Capital Warrant. The Working Capital Warrants shall be identical to the private placement shares held by the Sponsor. Any loans under the Second Convertible Promissory Note will not bear any interest, and will be repayable by the Company to the Sponsor to the extent the Company has funds available outside of the Trust Account and if not converted or repaid on the effective date of any business combination. The maturity date of any loans under the Second Convertible Promissory Note may be accelerated upon the occurrence of an Event of Default (as defined in the Second Convertible Promissory Note). The Company granted customary registration rights to the Sponsor with respect to any Working Capital Warrants issued pursuant to the Second Convertible Promissory Note, which shall constitute “Registrable Securities” pursuant to that certain Registration and Shareholder Rights Agreement, dated October 26, 2021, by and among the Company, the Sponsor and the other parties thereto. Further, each newly issued Working Capital Warrants shall bear the same transfer restrictions that apply to the private placement shares held by the Sponsor, as contemplated by the Letter Agreement, dated October 26, 2021, by and among the Company, the Sponsor and the other parties thereto.

~~On April 20, 2023, Iconic held the Extension~~The ~~Meeting~~foregoing todescription ~~approve an amendment to Iconic’s amended and restated memorandum and articles~~ of ~~association (~~the ~~“Articles Amendment”) (i)~~ toSecond ~~extend~~Convertible ~~the~~Promissory ~~date (the “Termination Date”) by which Iconic has to consummate a Business Combination (the “Articles Extension”) from April~~Note ~~26,~~is ~~2023~~qualified toin ~~July 26,~~its ~~2023~~entirety (the “Articles Extension Date”) and to allow Iconic, without another shareholder vote, to elect to extend the Termination Date to consummate a Business Combination on a monthly basis for up to nine times by anreference ~~additional one month each time after the Articles Extension Date, by resolution of Iconic’s board of directors, if requested by the Sponsor, in writing and upon five days’ advance notice prior~~ to the ~~applicable~~full ~~Termination Date,~~text ~~until April 26, 2024 or a total~~ of ~~up to twelve months after April 26, 2023, unless the closing of a Business Combination~~ ~~shall have occurred prior thereto (~~the ~~“Extension Amendment Proposal”), (ii)~~ toSecond ~~eliminate~~Convertible ~~from~~Promissory the Articles the limitation that Iconic may not redeem Class A ordinary shares issued as part of the units sold in Iconic’s initial public offering (the “Public Shares”) to the extent that such redemption would result in Iconic having net tangible assetsNote, aswhich ~~determined in~~is ~~accordance~~incorporated ~~with~~herein Rule 3a51-1(g)(1) of the Securities Exchange Act of 1934, as amended, of less than $5,000,001 (the “Redemption Limitation”) in order to allow Iconic to redeem Public Shares irrespective of whether such redemption would exceed the Redemption Limitation (the “Redemption Limitation Amendment Proposal”), and (iii) to adjourn the Extension Meeting to a later date or dates, if necessary, (a) to permit further solicitation and vote of proxies if, based upon the tabulated vote at the time of the Extension Meeting, there are insufficient ordinary shares represented (either in person or by ~~proxy)~~reference ~~at the Extension Meeting~~ to ~~approve~~ ~~the Extension Amendment Proposal or the Redemption Limitation Amendment Proposal, (b)~~Exhibit to constitute a quorum necessary to conduct business to vote on the Extension Amendment Proposal or the Redemption Limitation Amendment at the Extension Meeting, or (c) if the holders of Public Shares have elected to redeem an amount of shares in connection with the Extension Amendment Proposal or the Redemption Limitation Amendment Proposal such that Iconic would not adhere to the continued listing requirements of the New York Stock Exchange (the “Adjournment Proposal”), and to consider any other business as may be properly brought before the Extension Meeting10. ~~The~~1 ~~shareholders~~ of ~~the~~this ~~Company~~Current ~~approved the Extension Amendment Proposal and the Redemption Limitation Amendment Proposal at the Extension~~Report ~~Meeting and~~ on ~~April~~Form ~~20, 2023, the Company filed the Articles Amendment with the Registrar of Companies of the Cayman Islands~~8-K.

2Item 9.01 Financial Statements and Exhibits.

~~The foregoing description is qualified in its entirety by reference to the Articles Amendment, a copy of which is attached as Exhibit~~(d) ~~3.1 hereto and is incorporated by reference herein.~~Exhibits

Item 5.07 Submission of Matters to a Vote of Security Holders.

Exhibit No.		Description
10.1		Convertible Promissory Note, dated April 20, 2023 and issued to Iconic Sports Management LLC (incorporated by reference to Exhibit 10.1 of the 8-K filed on April 24, 2023 by the registrant).

104		Cover Page Interactive Data File (embedded within the Inline XBRL document).

On April 20, 2023, Iconic held the Extension Meeting to approve the Extension Amendment Proposal, the Redemption Limitation Amendment Proposal and the Adjournment Proposal, each as more fully described in the Extension Proxy Statement. As there were sufficient votes to approve the Extension Amendment Proposal, the Adjournment Proposal was not presented to shareholders.2

Holders of 35,924,761 ordinary shares of Iconic held of record as of April 3, 2023, the record date for the Extension Meeting, entitled to vote at the Extension Meeting, were present in person or by proxy, representing approximately 83.30% of the voting power of Iconic’s ordinary shares as of the record date for the Extension Meeting, and constituting a quorum for the transaction of business.SIGNATURE

~~The~~Pursuant ~~voting~~to ~~results~~the ~~for~~requirements of the ~~Extension Amendment~~Securities ~~Proposal~~Exchange ~~were~~Act asof ~~follows:~~1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

~~The~~Dated: ~~Extension~~July 26, ~~Amendment Proposal~~2023

For				Against				Abstain
	33,135,294				2,789,466				1

	Iconic Sports Acquisition Corp.

	By:	/s/ Fausto Zanetton
	Name:	Fausto Zanetton
	Title:	Chief Executive Officer and Chief Financial Officer

~~The voting results for the Redemption Limitation Amendment Proposal were as follows:~~3

The Redemption Limitation Amendment Proposal

For				Against				Abstain
	33,135,294				2,789,466				1

The Adjournment Proposal

Iconic had solicited proxies in favor of an Adjournment Proposal which would have given Iconic authority to adjourn the Extension Meeting to solicit additional proxies. As sufficient shares were voted in favor of the Extension Amendment Proposal, this proposal was not voted upon at the Extension Meeting.

In connection with the vote to approve the Articles Amendment, the holders of 21,129,314 ordinary shares of Iconic properly exercised their right to redeem their Public Shares (and did not withdraw their redemption) for cash at a redemption price of approximately $10.53 per Public Share, for an aggregate redemption amount of approximately $222,500,140.41.

Item 9.01. Financial Statements and Exhibits

(d) Exhibits

Exhibit No.		Description
3.1		Amendment to Amended and Restated Memorandum and Articles of Association.
10.1		Convertible Promissory Note, dated April 20, 2023 and issued to Iconic Sports Management LLC.
104		Cover Page Interactive Data File (embedded within the Inline XBRL document).

SIGNATURE

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

Dated: April 24, 2023

Iconic Sports Acquisition Corp. By: /s/ Fausto Zanetton Name: Fausto Zanetton Title: Chief Executive Officer and Chief Financial Officer

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