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 ~~January~~(April 2318, 2023)

ICONIC SPORTS ACQUISITION CORP.

(Exact name of ~~Registrant~~registrant as ~~Specified~~specified in ~~Its~~its ~~Charter~~charter)

Cayman Islands (State or Other Jurisdiction of Incorporation)	001-40953 (Commission File Number)	98-1596288 (IRS Employer Identification No.)
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 Cayman Islands (Address of Principal Executive Offices)		KY1-9008 (Zip Code)
190 Elgin Avenue George Town, Grand Cayman Cayman Islands (Address of principal executive offices)		KY1-9008 (Zip Code)

+44 (0) 2703 93702

(Registrant’s ~~Telephone~~telephone ~~Number~~number, ~~Including Area~~including ~~Code~~area code)

~~(Former~~Not ~~Name or Former Address, if Changed Since Last Report)~~Applicable

~~Check~~(Former ~~the~~name ~~appropriate~~or ~~box~~former ~~below~~address, if ~~the~~changed ~~Form 8-K~~since ~~filing~~last ~~is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:~~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)

¨x 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 ~~(§ 230.405 of this chapter)~~ or Rule 12b-2 of the Securities Exchange Act of 1934 ~~(§ 240~~.~~12b-2 of this chapter).~~

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 5 8.0201. ~~Departure~~Other ~~of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers~~Events.

On April 6, 2023, Iconic Sports Acquisition Corp. (the “Company”) is ~~mourning~~filed a definitive proxy statement (the ~~passing~~“Extension Proxy Statement”) for an extraordinary general meeting of ~~Gianluca~~its ~~Vialli~~shareholders (the “Shareholder Meeting”) to be held on April 20, ~~its~~2023 ~~Co-Chief~~to ~~Executive~~consider ~~Officer.~~and ~~Gianluca~~act ~~was~~upon ~~one~~proposals of(i) to extend the ~~most~~date ~~iconic~~(the ~~and~~“Termination ~~successful~~Date”) ~~professional~~by which the Company has to consummate a business combination (the “Articles ~~footballers~~Extension”) offrom April 26, 2023 to July 26, 2023 (the ~~modern~~“Articles ~~era~~Extension Date”) and to allow the Company, ~~enjoying~~without ananother shareholder ~~incredible~~vote, ~~career~~to aselect to extend the Termination Date to consummate a ~~player~~business ~~and~~combination ~~manager~~on ina ~~Italy~~monthly ~~and~~basis ~~England~~for ~~and~~up ~~earning~~to ~~countless~~nine ~~trophies~~times ~~including~~by an additional one month each time after the ~~Scudetto~~Articles Extension Date, ~~Coppa~~by ~~Italia~~resolution of the Board, ~~UEFA~~if ~~Champions~~requested ~~League~~by Iconic Sports Management LLC, ~~UEFA~~a ~~Cup~~Cayman ~~Winners~~Islands ~~Cup~~limited liability company, ~~UEFA~~in ~~Cup~~writing and upon five days’ advance notice prior to the applicable Termination Date, FAuntil ~~Cup~~April 26, ~~League~~2024 ~~Cup~~or ~~and~~a total of up to twelve months after April 26, ~~most~~2023, ~~recently~~unless the closing of a business combination shall have occurred prior thereto (the “Extension Amendment Proposal”), (ii) to eliminate from the Articles the limitation that ~~2020~~the ~~Euros~~Company may not redeem Class A ordinary shares issued as ~~head~~part of the ~~Italian~~units ~~national~~sold ~~football~~in ~~team~~the ~~delegation.~~Company’s ~~Gianluca~~initial public offering (the “Public Shares”) to the extent that such redemption would result in the Company having net tangible assets, oras ~~‘Luca’~~determined in accordance with Rule 3a51-1(g)(1) of the Securities Exchange Act of 1934, as heamended, ~~was~~of ~~known~~less than $5,000,001 (the “Redemption Limitation”) in order to usallow the Company to redeem Public Shares irrespective of whether such redemption would exceed the Redemption Limitation (the “Redemption Limitation Amendment Proposal”), ~~was~~and an(iii) ~~inspiring~~to adjourn the Shareholder Meeting to a later date ~~leader~~or dates, if necessary, (a) ~~dedicated~~to ~~colleague~~permit further solicitation and ~~true~~vote ~~friend~~of proxies if, based upon the tabulated vote at the time of the Shareholder Meeting, there are insufficient ordinary shares represented (either in person or by proxy) at the Shareholder Meeting to ~~many~~approve ~~across~~the Extension Amendment Proposal or the ~~sporting~~Redemption ~~sector.~~Limitation HeAmendment ~~made~~Proposal, (b) to constitute a ~~significant~~quorum ~~professional~~necessary ~~and~~to ~~personal~~conduct ~~contribution~~ business to vote on the ~~Company~~Extension ~~and~~Amendment Proposal or the ~~thoughts~~Redemption ~~and~~Limitation ~~sincere~~Amendment ~~condolences~~at the Shareholder Meeting, or (c) if the holders of ~~everyone~~Public atShares have elected to redeem an amount of shares in connection with the Extension Amendment Proposal or the Redemption Limitation Amendment Proposal such that the Company ~~are~~would ~~with~~not adhere to the ~~Vialli~~continued ~~family~~listing atrequirements ~~this~~of ~~extremely~~the ~~sad~~New ~~time~~York Stock Exchange, and to consider any other business as may be properly brought before the Shareholder Meeting.

~~Following~~As ~~Mr.~~set ~~Vialli’s~~forth ~~death,~~in ~~Fausto~~the ~~Zanetton~~Extension Proxy Statement, ~~was~~the ~~appointed~~deadline by which the Company’s ~~board~~public ofshareholders ~~directors~~had onto ~~January~~complete 23the procedures for electing to redeem their Class A ordinary shares, ~~2023~~par asvalue $0.0001 per share (the ~~Company’s~~“Class ~~sole~~A ~~Chief~~Shares”) ~~Executive~~was ~~Officer~~5:00 ~~and~~p.m., ~~assumed~~Eastern Time, on April 18, 2023 (“Redemption ~~the~~Deadline”). ~~role~~The ofinitial ~~principal~~number ~~executive~~of ~~officer~~Class inA ~~addition~~Shares totendered ~~his~~for ~~current~~redemption ~~role~~prior ofto ~~principal~~the ~~financial~~Redemption ~~and~~Deadline ~~accounting~~was ~~officer~~22,179,314. asThe deadline for the Company’s public shareholders to withdraw previously submitted redemption requests is April 20, 2023, prior to 10 a.m., ~~Chief~~Eastern ~~Financial~~Time, ~~Officer~~subject to approval by the board of directors of the Company.

~~Mr.~~Shareholders ~~Zanetton~~may ~~has~~make ~~served~~such asrequest ~~the~~by ~~Company’s~~contacting ~~Co-Chief~~our ~~Executive~~transfer Officer since September 2021 and Chief Financial Officer since April 2021. Mr. Zanetton is a much sought-after and trusted advisor in the sports industry and has over 20 years of experience advising global mediaagent, ~~sports~~Continental ~~and~~Stock ~~technology~~Transfer ~~companies. Mr. Zanetton has served as the Chief Executive Officer of Tifosy Capital~~ & ~~Advisory~~Trust ~~(“Tifosy”) since 2015~~Company, which he co-founded with Gianluca Vialli after seeing an unprecedented need for high-quality advisory services and financing solutions in professional sports. Mr. Zanetton directs Tifosy’s strategy and is responsible for managing the firm day-to-day, as well as in the sports sector advising clients on large-scale mergers and acquisitions and financing transactions. Mr. Zanetton has worked with professional sports franchises across Europe and the United States and has recently advised on transactions involving Football Club Internazionale Milano, Inter Miami CF, Parma Calcio 1913, Sampdoria, Glasgow Rangers Football Club, Queens Park Rangers Football Club, A.C. Pisa 1909, Norwich City Football Club and others. He has also been a speaker at ~~various industry conferences, including Leaders in Sport, Soccerex Global Convention and Web Summit~~spacredemptions@continentalstock. Mrcom. Zanetton previously held various positions as an experienced sports, media and entertainment banker at Morgan Stanley and Goldman Sachs, with additional sector experience at PricewaterhouseCoopers in Brussels and Boston. Mr. Zanetton has a successful track record in leading high-profile transactions.

Mr. Zanetton will not be compensated by the Company for his services as sole Chief Executive Officer and he has not entered into an employment agreement with the Company. The Indemnity Agreement and Letter Agreement that Mr. Zanetton entered into in connection with the Company’s initial public offering will continue to apply to Mr. Zanetton in his role as sole Chief Executive Officer.2

There were no arrangements or understandings between Mr. Zanetton and any other person pursuant to which Mr. Zanetton was selected as an officer. Mr. Zanetton does not have any family relationships subject to disclosure under Item 401(d) of Regulation S-K.SIGNATURE

SIGNATURES

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.

~~ICONIC~~Dated: ~~SPORTS~~April ~~ACQUISITION~~19, ~~CORP.~~2023

~~Date:~~Iconic ~~January~~Sports ~~24,~~Acquisition ~~2023~~Corp. By: /s/ Fausto Zanetton Name: Fausto Zanetton Title: Chief Executive Officer and Chief Financial Officer

~~Fausto Zanetton~~3

Chief Executive Officer and Chief Financial Officer

Filing Compare · Iconic Sports Acquisition Corp.