Iconic Sports Acquisition Corp. will redeem its Class A common stock and will not complete an initial business combination

26 September 2023

Iconic Sports Acquisition Corp, a special purpose acquisition company has made the decision to redeem all of its outstanding Class A common stock, valued at USD 0.0001 per share, effective from October 11, 2023. This action is taken as the company will not be able to complete an initial business combination within the stipulated time frame set forth in its amended and restated memorandum and articles of association. The redemption process for the shares is anticipated to be finalized around October 11, 2023, or within ten business days following the Company's extension deadline, which was set for 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"), contingent on the company's potential business combination with Eagle Football, has now lapsed.

As per the provisions in the company's Articles and its registration statement on Form S-1 (Registration No. 333-260096), initially filed with the U.S. Securities and Exchange Commission (SEC) on October 6, 2021, in relation to the company's initial public offering, failure to complete an initial business combination within the specified timeframe entails several actions, including the cessation of operations, redemption of shares held by public stockholders at a set price per share in cash, and eventual liquidation and dissolution.

The redemption price per Share is expected to be approximately $10.82 (the "Redemption Amount"). The remaining balance in the Trust Account, as of September 22, 2023, after factoring in redemptions from the Extension Meeting, amounted to approximately $144,680,670, inclusive of interest and dividend income. The company intends to retain $100,000 of interest and dividend income from the Trust Account for the purpose of covering dissolution expenses.

Trading of the Shares on the New York Stock Exchange (NYSE) is expected to cease at the close of business on September 26, 2023. After this date, the Shares will be considered canceled, with their holders entitled to receive the Redemption Amount around October 11, 2023.

The Redemption Amount will be paid to Shareholders upon submission of their shares to the company's transfer agent, Continental Stock Transfer & Trust Company. Shareholders with shares held in "street name" (i.e., through a financial institution) will receive the Redemption Amount automatically.

Holders of the company's Class B common stock have agreed to waive their redemption rights. There will be no redemption rights or liquidation distributions related to the company's warrants, rendering them worthless. The company will cease all operations, except those required for winding down its business, following October 11, 2023.

It is expected that the NYSE will file a Form 25 with the SEC to delist the company's securities, and the company plans to subsequently file a Form 15 with the SEC to terminate the registration of its securities under the Securities Exchange Act of 1934, as amended.