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~~March 3031, ~~2022~~ 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: 001-40953

Iconic Sports Acquisition Corp.

(Exact name of registrant as specified in its charter)

Cayman Islands

98-1596288

(State or other jurisdiction of

incorporation)

(IRS Employer

Identification No.)

190 Elgin Avenue
George Town, Grand Cayman
KY1-9008

Cayman Islands

(Address of principal executive offices, including 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)

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	The New York Stock Exchange
Class A ordinary shares included as part of the Units	ICNC	The New York Stock Exchange
Redeemable warrants, each warrant exercisable for one Class A ordinary share, each at an exercise price of $11.50 per share	ICNC WS	The New York Stock Exchange

Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. Yes ☒ No ☐

Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit such files). Yes ☒ No ☐

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company, or an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company,” and “emerging growth company” in Rule 12b-2 of the Exchange Act.



☐ Large accelerated filer	☐ Accelerated filer
☒ Non-accelerated filer	☒ Smaller reporting company
	☒ Emerging growth company

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. ☐

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act): Yes ☒ No ☐

As of ~~November~~May 1018, ~~2022,~~2023 there were 3413,~~500~~370,~~000~~686 Class A ordinary shares, $0.0001 par value per share, and 8,625,000 Class B ordinary shares, $0.0001 par value per share, issued and outstanding.

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ICONIC SPORTS ACQUISITION CORP.

QUARTERLY REPORT ON FORM 10-Q

TABLE OF CONTENTS

PART I – FINANCIAL INFORMATION		1
Item 1.	Condensed Financial Statements (Unaudited)	1
	Condensed Balance Sheets as of ~~September~~March 3031, ~~2022~~2023 (Unaudited) and December 31, ~~2021~~2022 (Audited)	1
	Condensed Statements of Operations for the Three ~~and Nine~~ Months Ended ~~September~~March 3031, ~~2022,~~2023 ~~the three months ended September 30, 2021,~~ and ~~for~~2022 ~~the period from April 15, 2021~~ (~~Inception) through September 30, 2021 (~~Unaudited)	2
	Condensed Statements of Changes in Shareholders’ ~~Equity (~~Deficit) for the Three ~~and Nine~~ Months Ended ~~September~~March 3031, ~~2022~~2023 and ~~for~~2022 ~~the period from April 15, 2021~~ (~~Inception) through September 30, 2021 (~~Unaudited)	3
	Condensed Statements of Cash Flows for the ~~Nine~~Three Months Ended ~~September~~March 3031, ~~2022~~2023 and ~~for~~2022 ~~the period from April 15, 2021~~ (~~Inception) through September 30, 2021 (~~Unaudited)	4
	Notes to Condensed Financial Statements (Unaudited)	5
Item 2.	Management’s Discussion and Analysis of Financial Condition and Results of Operations	21
Item 3.	Quantitative and Qualitative Disclosures About Market Risk	2429
Item 4.	Controls and Procedures	2429

PART II – OTHER INFORMATION		2529
Item 1.	Legal Proceedings	2529
Item 1A.	Risk Factors	2530
Item 2.	Unregistered Sales of Equity Securities and Use of Proceeds	2530
Item 3.	Defaults Upon Senior Securities	2631
Item 4.	Mine Safety Disclosures	2631
Item 5.	Other Information	2631
Item 6.	Exhibits	2732

SIGNATURE

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PART I - FINANCIAL INFORMATION

ITEM 1. FINANCIAL STATEMENTS

ICONIC SPORTS ACQUISITION CORP.

CONDENSED BALANCE SHEETS


	~~September~~March 3031, ~~2022~~2023		December 31, ~~2021~~2022
ASSETS	(unaudited)		(audited)
Current assets
Cash	$	55263,~~998~~158	$	~~923~~599,~~850~~286
Prepaid expenses – current		~~279~~95,~~261~~758		~~463~~142,~~672~~093
Total Current Assets		~~335~~358,~~259~~916		1741,~~387,522~~379
Non-current assets
Marketable securities held in Trust Account		~~355~~362,~~740~~538,~~059~~152		~~353~~358,~~630~~731,~~892~~581
Prepaid expenses – non-current		—		142,093
Total Non-current Assets		362,538,152		358,731,581
Total Non-current Assets		355,740,059		353,772,985
Total Assets	$	362,897,068	$	359,472,960
Total Assets	$	356,075,318	$	355,160,507

LIABILITIES, SHAREHOLDERS’ DEFICIT AND CLASS A REDEEMABLE SHARES
Current liabilities
Accounts payable	$	3977,~~911~~508	$	~~169~~39,~~655~~911
Accrued expenses		1,~~040~~432,~~079~~866		~~508~~1,~~938~~043,308
Accrued offering costs		66,869		8466,~~296~~869
Total Current Liabilities		1,146,859		762,889
Promissory Note – related party		750,000		750,000
Total Current Liabilities		2,327,243		1,900,088
Non-Current liabilities
Warrant Liability		45,~~134~~123,~~500~~875		194,~~944~~606,~~000~~400
Deferred underwriters fee payable		10,325,000		10,325,000
Total Non-current Liabilities		1415,~~459~~448,~~500~~875		3014,~~269~~931,~~000~~400
Total Liabilities	$	1517,~~606~~776,~~359~~118	$	3116,~~031~~831,~~889~~488

Commitments and Contingencies (Note 9)

Class A ordinary shares subject to possible redemption; $0.0001 par value; 500,000,000 shares authorized; 34,500,000 shares issued and outstanding subject to possible redemption at redemption value of $10.31 and $10.25 as of September 30, 2022 and December 31, 2021, respectively		355,640,059		353,625,000
Commitments and Contingencies (Note 8)

Shareholders’ Deficit
Class A ordinary shares subject to possible redemption; $0.0001 par value; 500,000,000 shares authorized; 34,500,000 shares issued and outstanding subject to possible redemption at redemption value of $10.51 and $10.40 as of March 31, 2023 and December 31, 2022, respectively		362,438,152		358,631,581
Preference shares, $0.0001 par value; 5,000,000 shares authorized; none issued and outstanding		—		—

Class A ordinary shares, $0.0001 par value, 500,000,000 shares authorized; 0 shares issued and outstanding (excluding 34,500,000 shares subject to possible redemption)		—		—
Shareholders’ Deficit
Class B ordinary shares, $0.0001 par value, 50,000,000 shares authorized; 8,625,000 shares issued and outstanding		863		863
Preference shares, $0.0001 par value; 5,000,000 shares authorized; none issued and outstanding		—		—
Additional paid-in capital		—		—
Class A ordinary shares, $0.0001 par value, 500,000,000 shares authorized; 0 shares issued and outstanding (excluding 34,500,000 shares subject to possible redemption)		—		—
Accumulated deficit		(15,171,963)		(29,497,245)
Class B ordinary shares, $0.0001 par value, 50,000,000 shares authorized; 8,625,000 shares issued and outstanding		863		863
Total Shareholders’ Deficit		(15,171,100)		(29,496,382)
Additional paid-in capital		—		—
TOTAL LIABILITIES, SHAREHOLDERS’ DEFICIT AND CLASS A REDEEMABLE SHARES	$	356,075,318	$	355,160,507
Accumulated deficit		(17,318,065)		(15,990,972)
Total Shareholders’ Deficit		(17,317,202)		(15,990,109)
TOTAL LIABILITIES, SHAREHOLDERS’ DEFICIT AND CLASS A REDEEMABLE SHARES	$	362,897,068	$	359,472,960

The accompanying notes are an integral part of the unaudited condensed financial statements.

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ICONIC SPORTS ACQUISITION CORP.

CONDENSED STATEMENT OF OPERATIONS

(UNAUDITED)


							~~For the Period~~
							~~From~~
							~~April 15, 2021~~
	Three Months Ended		~~Nine~~Three Months Ended		~~Three Months Ended~~		~~(Inception) Through~~
	~~September~~March 3031, ~~2022~~2023		~~September~~March 3031, 2022		~~September 30, 2021~~		~~September 30, 2021~~
Formation and operating costs	$	~~439~~809,~~583~~618	$	1417,~~578,326~~584	$	~~2,154~~	$	~~14,035~~
Loss from operations		(~~439~~809,~~583~~618)		(1417,~~578,326~~584)		~~(2,154)~~		~~(14,035)~~

Other income (expense):
Change in fair value of warrant liability		~~615~~(517,~~450~~475)		159,~~809~~488,~~500~~750		—		—
Unrealized gain on marketable securities held in Trust Account		907,610		1,409,960		—		—
Dividend income on marketable securities held in Trust Account		2,431,555		—
Dividend income on marketable securities held in Trust Account		699,207		699,207		—		—
Unrealized gain on marketable securities held in Trust Account		1,375,016		33,621
Other expense, net		23,~~222~~289,~~267~~096		179,~~918~~522,~~667~~371		—		—

Net income (loss)	$	12,~~782~~479,~~684~~478	$	169,~~340~~104,~~341~~787		~~(2,154)~~	$	~~(14,035)~~

Basic and diluted weighted average shares outstanding, Class A ordinary shares		34,500,000		34,500,000		—		—

Basic and diluted net income per share, Class A ordinary shares	$	0.0406	$	0.3821		—	$	—

Basic and diluted weighted average shares outstanding, Class B ordinary shares		8,625,000		8,625,000		~~7,500,000~~		~~7,500,000~~

Basic and diluted net income (loss) per share, Class B ordinary shares	$	0.04	$	0.38		(0.00)	$	(0.00)
Basic and diluted net income per share, Class B ordinary shares	$	0.06	$	0.21

The accompanying notes are an integral part of the unaudited condensed financial statements.

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ICONIC SPORTS ACQUISITION CORP.

CONDENSED STATEMENT OF CHANGES IN SHAREHOLDERS’ ~~EQUITY (~~DEFICIT)

FOR THE THREE ~~AND NINE~~ MONTHS ENDED ~~SEPTEMBER~~MARCH 3031, ~~2022~~2023


	Class A
	Ordinary Shares Subject to			Class B			Additional				Total
	Possible Redemption			Ordinary Shares			Paid-in		Accumulated		Shareholders’
	Shares	Amount		Shares	Amount		Capital		Deficit		Deficit
Balance — December 31, 2021 (audited)	34,500,000	$	353,625,000	8,625,000	$	863	$	—	$	(29,497,245)	$	(29,496,382)
Balance — December 31, 2022 (audited)	34,500,000	$	353,631,581	8,625,000	$	863	$	—	$	(15,990,972)	$	(15,990,109)
Net income	—		—	—		—		—		9,104,787		9,104,787
Remeasurement of Class A ordinary shares to redemption value	—		3,806,571	—				—		(3,806,571)		(3,806,571)
Balance — March 31, 2022 (unaudited)	34,500,000		353,625,000	8,625,000		863		—		(20,392,458)		(20,391,595)
Net income	—		—	—		—		—		2,479,478		2,479,478
Remeasurement of Class A ordinary shares subject to possible redemption	—		408,242	—		—		—		(408,242)		(408,242)
Balance — March 31, 2023 (audited)	34,500,000	$	362,438,152	8,625,000	$	863	$	—	$	(17,683,065)	$	(17,317,202)
Net income	—		—	—		—		—		5,452,870		5,452,870
Balance — June 30, 2022 (unaudited)	34,500,000	$	354,033,242	8,625,000	$	863	$	—	$	(15,347,830)	$	(15,346,967)
Remeasurement of Class A ordinary shares subject to possible redemption	—		1,606,817	—		—		—		(1,606,817)		(1,606,817)
Net income	—		—	—		—		—		1,782,684		1,782,684
Balance — September 30, 2022 (unaudited)	34,500,000	$	355,640,059	8,625,000	$	863	$	—	$	(15,171,963)	$	(15,171,100)

FOR THE ~~PERIOD~~THREE ~~FROM~~MONTHS ~~APRIL~~ENDED ~~15,~~MARCH ~~2021 (INCEPTION) THROUGH SEPTEMBER 30~~31, 2022


	Class A
	Ordinary Shares Subject to			Class B			Additional				Total
	Possible Redemption			Ordinary Shares			Paid-in		Accumulated		Shareholders’
	Shares	Amount		Shares	Amount		Capital		Deficit		~~Equity~~Deficit
Balance — April 15, 2021 (inception)	—	$	—	—	$	—	$	—	$	—	$	—
Balance — December 31, 2021 (audited)	34,500,000	$	353,625,000	8,625,000	$	863	$	—	$	(29,497,245)	$	(29,496,382)
Issuance of Class B ordinary shares to Sponsor	—		—	8,625,000		863		24,137		—		25,000
Net loss	—		—	—		—		—		9,104,787		9,104,787
Net loss	—		—	—		—		—		(11,881)		(11,881)
Balance — March 31, 2022 (unaudited)	34,500,000	$	353,625,000	8,625,000	$	863	$	—	$	(20,392,458)	$	(20,391,595
Balance — June 30, 2021 (unaudited)	—	$	—	8,625,000	$	863	$	24,137	$	(11,881)	$	13,119
Net loss	—		—	—		—		—		(2,154)		(2,154)
Balance — September 30, 2021 (unaudited)	—	$	—	8,625,000	$	863	$	24,137	$	(14,035)	$	10,965

The accompanying notes are an integral part of the unaudited condensed financial statements.

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ICONIC SPORTS ACQUISITION CORP.

CONDENSED STATEMENT OF CASH FLOWS

(Unaudited)


	Three Months Ended		~~For~~Three ~~the~~Months ~~Period~~Ended
	March 31, 2023		~~From~~March 31, 2022
			April 15, 2021
	Nine Months Ended		(Inception) Through
	September 30, 2022		September 30, 2021
Cash Flows from Operating Activities:
Net income	$	162,~~340~~479,~~341~~478	$	~~(14~~9,~~035)~~104,787
Adjustments to reconcile net income to net cash used in operating activities:
Dividend income on marketable securities held in Trust Account		(~~699~~2,~~207~~431,555)		—
Unrealized gain on marketable securities held in Trust Account		(1,~~409~~375,~~960~~016)		—(33,621)
Change in fair value of warrant liability		~~(15~~517,~~809,500)~~475		—(9,488,750)
Formation costs paid by Sponsor		—		3,969
Changes in operating assets and liabilities:
Changes in operating assets and liabilities:
Prepaid expenses		46,335		115,918
Prepaid expenses		326,504		—
Accounts payable		37,597		69,352
Accounts payable		(129,744)		—
Accrued expenses		389,558		59,827
Accrued expenses		531,141		7,911
Accrued offering costs		—		(17,427)
Accrued offering costs		(17,427)		—
Net cash used in operating activities		(336,128)		(189,914)
Net cash used in operating activities		(867,852)		(2,155)

Cash Flows from Financing Activities:
Proceeds from promissory note		—		55,000
Payments of offering costs		—		(49,403)
Net cash provided by financing activities		—		5,597

Net Change in Cash		(~~867~~336,~~852~~128)		3(189,~~442~~914)
Cash — Beginning		~~923~~599,~~850~~286		—923,850
Cash — Ending	$	55263,~~998~~158	$	3733,~~442~~936


Remeasurement of Class A ordinary shares subject to possible redemption	$	23,~~015~~806,~~059~~571	$	—
Deferred offering costs included in accrued offering costs	$	—	$	471,207
Deferred offering costs paid by Sponsor in exchange for issuance of Class B ordinary shares	$	—	$	25,000
Issuance of Promissory Note by the Sponsor to pay offering and formation costs	$	—	$	92,481

The accompanying notes are an integral part of the unaudited condensed financial statements.

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ICONIC SPORTS ACQUISITION CORP.

NOTES TO CONDENSED FINANCIAL STATEMENTS

UNAUDITED

Note 1. Organization and Plans of Business Operations

Organization and General

Iconic Sports Acquisition Corp. (the “Company”) was incorporated as a Cayman Islands exempted company on April 15, 2021. The Company is a blank check company formed for the purpose of effecting a merger, share exchange, asset acquisition, share purchase, reorganization or similar business combination with one or more businesses (a “Business Combination”). The Company is an “emerging growth company,” as defined in Section 2(a) of the Securities Act of 1933, as amended (the “Securities Act”), as modified by the Jumpstart Our Business Startups Act of 2012 (the “JOBS Act”).

Sponsor and Initial Financing

As of ~~September~~March 3031, ~~2022~~2023, the Company had not commenced any operations. All activity through ~~September~~March 3031, ~~2022~~2023 relates to the Company’s formation, the initial public offering (the “Initial Public Offering”), which is described below, and identifying a target for a Business Combination. The Company will not generate any operating revenues until after the completion of its initial Business Combination, at the earliest. The Company generates non-operating income in the form of interest income from the proceeds derived from the Initial Public Offering.

The registration statements for the Initial Public Offering were declared effective on October 21, 2021. On October 26, 2021, the Company consummated the Initial Public Offering of 34,500,000 units (the “Units” and, with respect to the Class A ordinary shares included in the Units sold, the “Public Shares”), which includes the exercise by the underwriters of their over-allotment option in the amount of 4,500,000 Units, at $10.00 per Unit, generating gross proceeds of $345,000,000, which is described in Note 43.

Simultaneously with the closing of the Initial Public Offering, the Company consummated the sale of 17,025,000 warrants (each, a “Private Placement Warrant” and, collectively, the “Private Placement Warrants”) at a price of $1.00 per Private Placement Warrant in a private placement (the “Private Placement”) to Iconic Sports Management LLC (the “Sponsor”), generating gross proceeds of $17,025,000, which is described in Note 54.

Transaction costs related to the consummation of the Initial Public Offering on October 26, 2021, amounted to $16,966,617, consisting of $5,900,000 of underwriting discount, $10,325,000 of deferred underwriting fees, and $741,617 of other offering costs. In addition, on October 26, 2021, cash of approximately $2,290,959 was held outside of the Trust Account (as defined below) and was available for the payment of offering costs and for working capital purposes.

The Trust Account

Following the closing of the Initial Public Offering on October 26, 2021, an amount of $353,625,000 ($10.25 per Unit) from the net proceeds of the sale of the Units in the Initial Public Offering and the sale of the Private Placement Warrants was placed in a trust account (the “Trust Account”). The funds in the Trust Account will be invested only in U.S. government treasury bills with a maturity of 185 days or less or in money market funds investing solely in U.S. Treasuries and meeting certain conditions under Rule 2a-7 under the Investment Company Act of 1940, as amended. ~~The~~For ~~Company~~more ~~will~~information ~~not~~on bethe ~~permitted~~intention ~~to withdraw any~~ of the ~~principal~~Company orto ~~interest~~instruct ~~held~~Continental inStock ~~the~~Transfer & Trust ~~Account~~Company, ~~except for~~ the ~~withdrawal~~trustee ofwith ~~interest~~respect to ~~pay taxes, if any. The funds held in~~ the Trust Account, ~~will~~to ~~not~~liquidate ~~otherwise be released from~~ the ~~Trust~~U.S. ~~Account~~government ~~until~~treasury ~~the~~obligations ~~earliest~~or ~~of:~~money ~~(i)~~market ~~the~~funds ~~Company’s~~held ~~completion~~in ~~of a Business Combination; (ii)~~ the ~~redemption~~Trust ofAccount ~~any~~prior ~~Public Shares properly submitted in connection with a shareholder vote~~ to ~~amend~~October ~~the~~26, ~~Company’s~~2023 ~~amended~~ and ~~restated~~thereafter ~~memorandum~~to ~~and~~maintain ~~articles of association, and (iii)~~ the ~~redemption~~funds ofin the ~~Company’s~~Trust ~~Public~~Account ~~Shares~~in ifcash ~~the~~in ~~Company~~an isinterest-bearing ~~unable~~demand todeposit ~~complete~~account ~~the~~at ~~initial~~a ~~Business~~bank ~~Combination~~until ~~within~~the 18earlier ~~months (or 21 months, as applicable) from October 26, 2021 (or any extended period~~ of ~~time that~~ the ~~Company~~consummation ~~may~~of ~~have~~a ~~to complete an initial~~ Business Combination ~~as a result of an amendment to its amended~~ and ~~restated~~the ~~memorandum~~liquidation ~~and articles~~ of ~~association) (~~the ~~“Combination Period”)~~Company, ~~the~~see ~~closing~~“Note of10. ~~the~~Subsequent ~~Initial Public Offering~~Events.”

The Company will not be permitted to withdraw any of the principal or interest held in the Trust Account except for the withdrawal of interest to pay taxes, if any. The funds held in the Trust Account will not otherwise be released from the Trust Account until the earliest of: (i) the Company’s completion of a Business Combination; (ii) the redemption of any Public Shares properly submitted in connection with a shareholder vote to amend the Company’s amended and restated memorandum and articles of association, and (iii) the redemption of the Company’s Public Shares if the Company is unable to complete the initial Business Combination within 21 months from October 26, 2021 (or any extended period of time that the Company may have to complete an initial Business

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Combination as a result of an amendment to its amended and restated memorandum and articles of association that the Company’s shareholders approved on April 20, 2023) (the “Combination Period”), the closing of the Initial Public Offering (for more information, including on a recent redemption of publicly held shares and related partial liquidation of the Trust Account in connection with the amendment of the Company’s amended and restated memorandum and articles of association, see “Note 10. Subsequent Events”).

Business Combination

The Company’s management has broad discretion with respect to the specific application of the net proceeds from the Initial Public Offering, although substantially all of the net proceeds from the Initial Public Offering are intended to be generally applied toward consummating a Business Combination with (or acquisition of) a Target Business. As used herein, “Target Business” means one or more target businesses that together have an aggregate fair market value equal to at least 80% of the value of the assets held in the Trust Account (excluding taxes payable on the interest earned on the Trust Account) at the time of the signing of a definitive agreement in connection with a Business Combination. Furthermore, there is no assurance that the Company will be able to successfully effect a Business Combination.

The Company will provide its public shareholders with the opportunity to redeem all or a portion of their Public Shares upon the completion of a Business Combination, either (i) in connection with a shareholder meeting called to approve such Business Combination or (ii) by means of a tender offer. The public shareholders will be entitled to redeem their shares for a pro rata portion of the amount held in the Trust Account, calculated as of two business days prior to the completion of a Business Combination, including any pro rata interest earned on the funds held in the Trust Account and not previously released to the Company to pay its tax obligations. The per-share amount to be distributed to the public shareholders who redeem their shares will not be reduced by the deferred underwriting commissions the Company will pay to the underwriters (as discussed in Note 76). There will be no redemption rights upon the completion of a Business Combination with respect to the Company’s warrants. As a result, shares are recorded at their redemption amount and classified as temporary equity, in accordance with the Financial Accounting Standards Board (“FASB”) Accounting Standards Codification (“ASC”) 480, “Distinguishing Liabilities from Equity” (“ASC 480”).

The decision as to whether the Company will seek shareholder approval of a Business Combination or will allow shareholders to sell their shares in a tender offer will be made by the Company, in its sole discretion, and will be based on a variety of factors such as the timing of the transaction and whether the terms of the transaction would otherwise require the Company to seek shareholder approval unless a vote is required by law or stock exchange listing requirements. If the Company seeks shareholder approval, it will complete its Business Combination only if a majority of the ordinary shares voted are voted in favor of a Business Combination. However, in no event will the Company redeem its Public Shares in an amount that would cause its net tangible assets to be less than $5,000,001 upon consummation of a Business Combination. In such case, the Company would not proceed with the redemption of its Public Shares and the related Business Combination, and instead may search for an alternate Business Combination.

The Company has until ofJuly ~~April~~ 26, 2023, to complete its initial Business Combination. If the Company does not complete a Business Combination by such date (or such longer period as provided in anthe amendment to the Company’s amended and restated memorandum and articles of association that was adopted on April 20, 2023 by the shareholders of the Company (an “Extension Period”)) (for more information, see “Note 10. Subsequent Events”), it shall (i) cease all operations except for the purposes of winding up; (ii) as promptly as reasonably possible but not more than 10 business days thereafter, redeem the Public Shares, at a per-share price, payable in cash, equal to the aggregate amount then on deposit in the Trust Account, including interest (less up to $100,000 of interest to pay dissolution expenses and which interest shall be net of taxes payable), divided by the number of then issued and outstanding Public Shares, which redemption will completely extinguish public shareholders’ rights as shareholders (including the right to receive further liquidating distributions, if any); and (iii) as promptly as reasonably possible following such redemption, subject to the approval of the Company’s remaining shareholders and its board of directors, liquidate and dissolve, subject in each case to the Company’s obligations under Cayman Islands law to provide for claims of creditors and the requirements of other applicable law. There will be no redemption rights or liquidating distributions with respect to the Company’s warrants, which will expire worthless if the Company fails to complete its initial Business Combination by ~~April~~July 26, 2023 or during any Extension Period. The initial shareholders have entered into a letter agreement with the Company, pursuant to which they have waived their rights to liquidating distributions from the Trust Account with respect to their Founder Shares (as defined below) if the Company fails to complete its initial Business Combination by ~~April~~July 26, 2023 or during any Extension Period. However, if the initial shareholders acquire Public Shares, they will be entitled to liquidating distributions from the Trust Account with respect to such Public Shares if the Company fails to complete its initial Business Combination by ~~April~~July 26, 2023 or during any Extension Period. For more information on the Sponsor’s agreement to waive its pro-rata portion of the $360,000 initial deposit into the Trust Account and any of the subsequent $120,000 monthly deposits that the Sponsor would be making into the Trust Account in connection with extensions of the applicable Termination Date as provided for by the amendment to the

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Company’s amended and restated memorandum and articles of association that was adopted on April 20, 2023 by the shareholders of the Company, see “Note 10. Subsequent Events.”

The Sponsor has agreed that it will be liable to the Company if and to the extent any claims by a third party (other than the Company’s independent auditors) for services rendered or products sold to the Company, or a prospective target business with which the Company has discussed entering into a transaction agreement, reduce the amount of funds in the Trust Account to below (1) $10.25 per Public Share or (2) such lesser amount per Public Share held in the Trust Account as of the date of the liquidation of the Trust Account, due to reductions in value of the trust assets, in each case net of the amount of interest which may be withdrawn to pay taxes, except as to any claims by a third party who executed a waiver of any and all rights to seek access to the Trust Account and except as to any claims under the Company’s indemnity of the underwriters of the Initial Public Offering against certain liabilities, including liabilities under the Securities Act. In the event that an executed waiver is deemed to be unenforceable against a third party, then the Sponsor will not be responsible to the extent of any liability for such third-party claims. The Company will seek to have all third parties, including, but not limited to, all vendors, service providers (other than its independent registered public accounting firm), prospective target businesses and other entities with which the Company does business execute agreements with the Company waiving any right, title, interest or claims of any kind in or to any monies held in the Trust Account.

Going Concern

As of ~~September~~March 3031, ~~2022~~2023, the Company had $55263,~~998~~158 in operating cash and a working capital deficit of $~~811~~1,~~600~~968,328. The Company has incurred and expects to continue to incur significant costs in pursuit of its financing and acquisition plans. The Company will need to raise additional capital through loans or additional investments from its Sponsor, shareholders, officers, directors, or third parties. The Company’s officers, directors and Sponsor may, but are not obligated to, loan the Company funds, from time to time or at any time, in whatever amount they deem reasonable in their sole discretion, to meet the Company’s working capital needs. Accordingly, the Company may not be able to obtain additional financing. If the Company is unable to raise additional capital, it may be required to take additional measures to conserve liquidity, which could include, but not necessarily be limited to, curtailing operations, suspending the pursuit of a potential transaction, and reducing overhead expenses. The Company cannot provide any assurance that new financing will be available to it on commercially acceptable terms, if at all. These conditions raise substantial doubt about the Company’s ability to continue as a going concern. The Company has until July 26, 2023 or the expiration of an applicable Extension Period to complete its initial Business Combination. The Company will mandatorily liquidate in the event it is unable to complete its initial Business Combination within the time period required by the amended and restated memorandum and articles of association, as amended by the shareholders on April 20, 2023 (for more information, see “Note 10. Subsequent Events”).

~~The~~Note ~~Company’s liquidity needs up to September 30, 2022 had been satisfied through a payment from the Sponsor of $25,000 for Class B ordinary shares, par value $0~~2.~~0001~~ ~~per~~Summary ~~share (“Class B ordinary shares” and shares thereof, “Founder Shares”) (see Note 6), the Initial Public Offering and the issuance~~ of ~~the~~Significant ~~Private~~Accounting ~~Placement Warrants. Additionally, the Company drew on an unsecured promissory note to pay certain offering costs.~~Policies

The Company has incurred and expects to continue to incur significant costs in pursuit of its financing and acquisition plans. The Company lacks the financial resources it needs to sustain operations for a reasonable period of time, which is considered to be one year from the issuance date of the financial statements. Although no formal agreement exists, the Sponsor is committed to extend Working Capital Loans as needed (as defined in Note 6 below). The Company cannot assure that its plans to consummate an initial Business Combination will be successful. In addition, management is currently evaluating the impact of the COVID-19 pandemic and its effect on the Company’s financial position, results of its operations and/or search for a target company.

These factors, among others, raise substantial doubt about the Company’s ability to continue as a going concern through April 26, 2023, which is within one year from the date this financial statement is issued. The financial statements do not include any adjustments that might result from the outcome of this uncertainty.

Note 2. Revision of Previously Issued Financial Statements

In connection with the preparation of the Company’s financial statements as of June 30, 2022, management identified an error made in its historical financial statements, where, the Class A ordinary shares subject to possible redemption was not being measured to its redemption value, which is equal to the amount held in the Trust Account less the $100,000 withdrawable by the Company to pay for certain costs. The Company revised the Condensed Balance Sheet, Condensed Statement of Changes in Shareholder’s Equity (Deficit), and Condensed Statement of Cash Flows by remeasuring Class A ordinary shares subject to possible redemption to its redemption value.


	As Previously Reported	As Revised
	June 30, 2022	June 30, 2022
Condensed Balance Sheets:
Class A ordinary share, $0.0001 par value; 500,000,000 shares authorized; 34,500,000 issued and outstanding	353,625,000	354,033,242
Accumulated deficit	(14,939,588)	(15,347,830)

Condensed Statements of Changes in Shareholders’ Equity (Deficit):
Remeasurement of Class A ordinary shares subject to possible redemption	—	408,242

Condensed Statements of Cash Flows (Supplemental non-cash disclosure):
Remeasurement of Class A ordinary shares subject to possible redemption	—	408,242

There is no impact to the reported amounts for the total assets, total liabilities, or net income.

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Note 3. Summary of Significant Accounting Policies

Basis of Presentation

The accompanying unaudited condensed financial statements have been prepared in accordance with accounting principles generally accepted in the United States of America (“GAAP”) for interim financial information and in accordance with the instructions to Form 10-Q and Article 8 of Regulation S-X of the Securities and Exchange Commission (the “SEC”). Certain information or footnote disclosures normally included in financial statements prepared in accordance with GAAP have been condensed or omitted, pursuant to the rules and regulations of the SEC for interim financial reporting. Accordingly, they do not include all the information and footnotes necessary for a complete presentation of financial position, results of operations, or cash flows. In the opinion of management, the accompanying unaudited condensed financial statements include all adjustments, consisting of a normal recurring nature, which are necessary for a fair presentation of the financial position, operating results and cash flows for the periods presented.

The accompanying unaudited condensed financial statements should be read in conjunction with the Company’s Annual Report on Form 10-K for the year ended December 31, ~~2021~~2022 as filed with the SEC on March 31, ~~2022~~2023 (the “Annual Report”), which contains the audited financial statements and notes thereto. The financial information as of December 31, ~~2021~~2022 is derived from the audited financial statements presented in the Company’s Annual Report. The interim results for the three ~~and nine~~ months ended ~~September~~March 3031, ~~2022~~2023 are not necessarily indicative of the results to be expected for the year ending December 31, ~~2022~~2023 or for any future interim periods.

Emerging Growth Company

The Company is an “emerging growth company,” as defined in Section 2(a) of the Securities Act, as modified by the JOBS Act, and it may take advantage of certain exemptions from various reporting requirements that are applicable to other public companies that are not emerging growth companies including, but not limited to, not being required to comply with the independent registered public accounting firm attestation requirements of Section 404 of the Sarbanes-Oxley Act of 2002, reduced disclosure obligations regarding executive compensation in its periodic reports and proxy statements, and exemptions from the requirements of holding a nonbinding advisory vote on executive compensation and shareholder approval of any golden parachute payments not previously approved.

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that are not emerging growth companies including, but not limited to, not being required to comply with the independent registered public accounting firm attestation requirements of Section 404 of the Sarbanes-Oxley Act of 2002, reduced disclosure obligations regarding executive compensation in its periodic reports and proxy statements, and exemptions from the requirements of holding a nonbinding advisory vote on executive compensation and shareholder approval of any golden parachute payments not previously approved.

Further, Section 102(b)(1) of the JOBS Act exempts emerging growth companies from being required to comply with new or revised financial accounting standards until private companies (that is, those that have not had a Securities Act registration statement declared effective or do not have a class of securities registered under the Exchange Act) are required to comply with the new or revised financial accounting standards. The JOBS Act provides that a company can elect to opt out of the extended transition period and comply with the requirements that apply to non-emerging growth companies but any such election to opt out is irrevocable. The Company has elected not to opt out of such extended transition period which means that when a standard is issued or revised and it has different application dates for public or private companies, the Company, as an emerging growth company, can adopt the new or revised standard at the time private companies adopt the new or revised standard. This may make comparison of the Company’s financial statements with another public company which is either not an emerging growth company or an emerging growth company which has opted out of using the extended transition period difficult or impossible because of the potential differences in accounting standards used.

Use of Estimates

The preparation of the condensed financial statements in conformity with GAAP requires the Company’s management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of revenues and expenses during the reporting period.

Making estimates requires management to exercise significant judgment. It is at least reasonably possible that the estimate of the effect of a condition, situation or set of circumstances that existed at the date of the financial statements, which management considered in formulating its estimate, could change in the near term due to one or more future confirming events. One of the more significant accounting estimates included in these financial statements is the determination of the fair value of the warrant liabilities. Such estimates may be subject to change as more current information becomes available. Accordingly, the actual results could differ significantly from those estimates.

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Cash and Cash Equivalents

The Company considers all short-term investments with an original maturity of three months or less when purchased to be cash equivalents. The Company had $55263,~~998~~158 and $~~923~~599,~~850~~286 of operating cash as of ~~September~~March 3031, ~~2022~~2023 and December 31, ~~2021~~2022, respectively.

Marketable Securities Held in Trust Account

Following the closing of the Initial Public Offering on October 26, 2021, an amount of $353,625,000 from the net proceeds of the sale of the Units in the Initial Public Offering and the sale of the Private Placement Warrants were placed in the Trust Account and may be invested only in U.S. government securities with a maturity of 185 days or less or in money market funds meeting certain conditions under Rule 2a-7 under the Investment Company Act which invest only in direct U.S. government treasury obligations. The Trust Account is intended as a holding place for funds pending the earliest to occur of: (i) the completion of the initial Business Combination; (ii) the redemption of any public shares properly submitted in connection with a shareholder vote to amend the Company’s amended and restated memorandum and articles of association (A) to modify the substance or timing of the Company’s obligation to redeem 100% of the public shares if the Company does not complete the initial Business Combination within the Combination Period or (B) with respect to any other provision relating to shareholders’ rights or pre-initial Business Combination activity; or (iii) absent an initial Business Combination within the Combination Period, the return of the funds held in the Trust Account to the public shareholders as part of redemption of the Public Shares. As of ~~September~~March 3031, ~~2022~~2023, substantially all of the assets held in the Trust Account were held in money market funds which invest in United States Treasury securities. Through ~~September~~March 3031, ~~2022~~2023, the Company has not withdrawn any monies from the Trust Account. For more information on the intention of the Company to instruct Continental Stock Transfer & Trust Company, the trustee with respect to the Trust Account, to liquidate the U.S. government treasury obligations or money market funds held in the Trust Account prior to October 26, 2023 and thereafter to maintain the funds in the Trust Account in cash in an interest-bearing demand deposit account at a bank until the earlier of the consummation of a Business Combination and the liquidation of the Company, see “Note 10. Subsequent Events.”

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Offering Costs

The Company complies with the requirements of the ASC 340-10-S99-1 and SEC Staff Accounting Bulletin (“SAB”) Topic 5A—“Expenses of Offering”. Offering costs consist principally of professional and registration fees incurred through the balance sheet date that are related to the Initial Public Offering. Offering costs are charged to shareholders’ equity or the statement of operations based on the relative value of the Public Warrants and the Private Placement Warrants to the proceeds received from the Units sold upon the completion of the Initial Public Offering. Accordingly, on October 26, 2021, offering costs totaling $16,966,617 (consisting of $5,900,000 of underwriting fees, $10,325,000 of deferred underwriting fees, and $741,617 of actual offering costs, with $833,823 included in accumulated deficit as an allocation for the Public Warrants and the Private Placement Warrants, and $16,132,794 included in additional paid-in capital.

Class A Ordinary shares Subject to Possible Redemption

The Company accounts for its Class A ordinary shares subject to possible redemption in accordance with the guidance in ASC 480. Conditionally redeemable ordinary shares (including ordinary shares that features redemption rights that is either within the control of the holder or subject to redemption upon the occurrence of uncertain events not solely within the Company’s control) are classified as temporary equity. At all other times, ordinary shares are classified as shareholders’ equity. The Company’s Class A ordinary shares features certain redemption rights that are considered to be outside of the Company’s control and subject to occurrence of uncertain future events. Accordingly, at ~~September~~March 3031, ~~2022~~2023 and December 31, ~~2021~~2022, Class A ordinary shares subject to possible redemption is presented at redemption value as temporary equity, outside of the shareholders’ equity section of the Company’s balance sheet.

As of ~~September~~March 3031, ~~2022~~2023 and December 31, ~~2021~~2022, the Class A ordinary shares, classified as temporary equity in the condensed balance sheets, are reconciled in the following table:


Gross proceeds from initial public offering	$	345,000,000
Less:
Proceeds allocated to public warrants		(16,955,000)
Offering costs allocated to Class A ordinary shares subject to possible redemption		(16,088,794)
Add:
Re-measurement of Class A ordinary shares subject to possible redemption		41,668,794
Class A ordinary shares subject to possible redemption, December 31, 2021	$	353,625,000
Re-measurement of Class A ordinary shares subject to possible redemption		2,015,059
Class A ordinary shares subject to possible redemption, September 30, 2022	$	355,640,059


Class A ordinary shares subject to possible redemption, December 31, 2021	$	353,625,000
Re-measurement of Class A ordinary shares subject to possible redemption		5,006,581
Class A ordinary shares subject to possible redemption, December 31, 2022	$	358,631,581
Re-measurement of Class A ordinary shares subject to possible redemption		3,806,571
Class A ordinary shares subject to possible redemption, March 31, 2023	$	362,438,152

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Income Taxes

The Company follows the asset and liability method of accounting for income taxes under ASC 740, “Income Taxes” (“ASC 740”). Deferred tax assets and liabilities are recognized for the estimated future tax consequences attributable to differences between the financial statements carrying amounts of existing assets and liabilities and their respective tax bases. Deferred tax assets and liabilities are measured using enacted tax rates expected to apply to taxable income in the years in which those temporary differences are expected to be recovered or settled. The effect on deferred tax assets and liabilities of a change in tax rates is recognized in income in the period that included the enactment date. Valuation allowances are established, when necessary, to reduce deferred tax assets to the amount expected to be realized.

ASC 740 prescribes a recognition threshold and a measurement attribute for the financial statements recognition and measurement of tax positions taken or expected to be taken in a tax return. For those benefits to be recognized, a tax position must be more likely than not to be sustained upon examination by taxing authorities. The Company recognizes accrued interest and penalties related to unrecognized tax benefits as income tax expense. There were no unrecognized tax benefits and no amounts accrued for interest and penalties as of ~~September~~March 3031, ~~2022~~2023 and December 31, ~~2021~~2022. The Company is currently not aware of any issues under review that could result in significant payments, accruals or material deviation from its position.

The Company is considered an exempted Cayman Islands company and is presently not subject to income taxes or income tax filing requirements in the Cayman Islands or the United States. As such, the Company’s tax provision was zero for the periods presented.

Net Income per Ordinary Share

Net income per ordinary share is computed by dividing net income by the weighted average number of ordinary shares outstanding during the period. Ordinary shares subject to possible redemption at ~~September~~March 3031, ~~2022~~2023, which are not currently redeemable and are not redeemable at fair value, have been excluded from the calculation of basic net income per ordinary share since such shares, if redeemed, only participate in their pro rata share of the Trust Account earnings. The Company has not considered the effect of the warrants sold in the Initial Public Offering and the Private Placement to purchase an aggregate of 17,025,000 Private Placement Warrants in the calculation of diluted income per share, since the exercise of the warrants is contingent upon the occurrence of future events and the inclusion of such warrants would be anti-dilutive. As a result, diluted net income per ordinary share is the same as basic net income per ordinary share for the period presented.

The Company’s statement of operations includes a presentation of net income per ordinary share subject to possible redemption and allocates the net income into the two classes of ordinary shares in calculating net earnings per ordinary share, basic and diluted. For redeemable Class A ordinary shares, net income per ordinary share is calculated by dividing the net income by the weighted average number of Class A ordinary shares subject to possible redemption outstanding since original issuance. For non-redeemable Class B ordinary shares, net income per share is calculated by dividing the net income by the weighted average number of non-redeemable Class B ordinary shares outstanding for the period. Nonredeemable Class B ordinary shares include the founder shares as these shares do not have any redemption features and do not participate in the income earned on the Trust Account. As of September 30, 2022, the Company did not have any dilutive securities or other contracts that could, potentially, be exercised or converted into ordinary shares and then share in the earnings of the Company. As a result, diluted net income per ordinary share is the same as basic net income per ordinary share for the periods presented.9

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and are not redeemable at fair value, have been excluded from the calculation of basic net income per ordinary share since such shares, if redeemed, only participate in their pro rata share of the Trust Account earnings. The Company has not considered the effect of the warrants sold in the Initial Public Offering and the Private Placement to purchase an aggregate of 17,025,000 Private Placement Warrants in the calculation of diluted income per share, since the exercise of the warrants is contingent upon the occurrence of future events and the inclusion of such warrants would be anti-dilutive. As a result, diluted net income per ordinary share is the same as basic net income per ordinary share for the period presented.

The Company’s statement of operations includes a presentation of net income per ordinary share subject to possible redemption and allocates the net income into the two classes of ordinary shares in calculating net earnings per ordinary share, basic and diluted. For redeemable Class A ordinary shares, net income per ordinary share is calculated by dividing the net income by the weighted average number of Class A ordinary shares subject to possible redemption outstanding since original issuance. For non-redeemable Class B ordinary shares, net income per share is calculated by dividing the net income by the weighted average number of non-redeemable Class B ordinary shares outstanding for the period. Nonredeemable Class B ordinary shares include the founder shares as these shares do not have any redemption features and do not participate in the income earned on the Trust Account. As of March 31, 2023, the Company did not have any dilutive securities or other contracts that could, potentially, be exercised or converted into ordinary shares and then share in the earnings of the Company. As a result, diluted net income per ordinary share is the same as basic net income per ordinary share for the periods presented.

The following table reflects the calculation of basic and diluted net income per ordinary share (in dollars, except per share amounts):


							~~For the Period from April~~
							~~15, 2021 (Inception)~~
	Three Months Ended		~~Nine~~Three Months Ended		~~Three Months Ended~~		~~Through~~
	~~September~~March 3031, ~~2022~~2023		~~September~~March 3031, 2022		~~September 30, 2021~~		~~September 30, 2021~~
Class A ordinary shares subject to possible redemption
Numerator: Income attributable to Class A ordinary shares subject to possible redemption
Net income	$	1,~~426~~983,~~147~~582	$	137,~~072~~283,~~273~~830	$	—	—
Net income attributable to Class A ordinary shares subject to possible redemption	$	1,~~426~~983,~~147~~582	$	137,~~072~~283,~~273~~830	$	—	—
Denominator: Weighted average Class A ordinary shares subject to possible redemption
Basic and diluted weighted average shares outstanding, Class A ordinary shares subject to possible redemption		34,500,000		34,500,000		—	—
Basic and diluted net income per share, Class A ordinary shares subject to possible redemption	$	0.0406	$	0.3821	$	—	—

Non-Redeemable Class B ordinary shares
Numerator: Net income (loss)	$	356,537	$	3,268,068	$	(2,154)	(14,035)
Numerator: Net income	$	495,896	$	1,820,957
Net income (loss)	$	356,537	$	3,268,068	$	(2,154)	(14,035)
Net income	$	495,896	$	1,820,957
Non-redeemable net income (loss)
Non-redeemable net income
Denominator: Weighted average non-redeemable Class B ordinary shares
Basic and diluted weighted average shares outstanding, non-redeemable Class B ordinary shares		8,625,000		8,625,000		~~7,500,000~~	~~7,500,000~~
Basic and diluted net income (loss) per share, non-redeemable Class B ordinary shares	$	0.04	$	0.38	$	(0.00)	(0.00)
Basic and diluted net income per share, non-redeemable Class B ordinary shares	$	0.06	$	0.21

Related Parties

Parties, which can be a corporation or individual, are considered to be related if the Company has the ability, directly or indirectly, to control the other party or exercise significant influence over the other party in making financial and operational decisions. Companies are also considered to be related if they are subject to common control or common significant influence.

Concentration of Credit Risk

Financial instruments that potentially subject the Company to concentrations of credit risk consist of a cash account in a financial institution, which, at times, may exceed the Federal Depository Insurance Coverage of $250,000. The Company has not experienced losses on this account and management believes the Company is not exposed to significant risks on such account.

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Fair Value of Financial Instruments

The fair value of the Company’s assets and liabilities, which qualify as financial instruments under ASC 820, “Fair Value Measurement,” approximates the carrying amounts represented in the accompanying condensed balance sheets, primarily due to their short-term nature.

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Fair Value Measurements

Fair value is defined as the price that would be received for sale of an asset or paid for transfer of a liability, in an orderly transaction between market participants at the measurement date. GAAP establishes a three-tier fair value hierarchy, which prioritizes the inputs used in measuring fair value. The hierarchy gives the highest priority to unadjusted quoted prices in active markets for identical assets or liabilities (Level 1 measurements) and the lowest priority to unobservable inputs (Level 3 measurements). These tiers include:

●

Level 1, defined as observable inputs such as quoted prices (unadjusted) for identical instruments in active markets;

●

Level 2, defined as inputs other than quoted prices in active markets that are either directly or indirectly observable such as quoted prices for similar instruments in active markets or quoted prices for identical or similar instruments in markets that are not active; and

●

Level 3, defined as unobservable inputs in which little or no market data exists, therefore requiring an entity to develop its own assumptions, such as valuations derived from valuation techniques in which one or more significant inputs or significant value drivers are unobservable.

In some circumstances, the inputs used to measure fair value might be categorized within different levels of the fair value hierarchy. In those instances, the fair value measurement is categorized in its entirety in the fair value hierarchy based on the lowest level input that is significant to the fair value measurement.

Warrant Liabilities

The Company accounted for the 34,275,000 warrants issued in connection with the Initial Public Offering and the Private Placement Warrants (collectively, the “Warrants”) as either equity-classified or liability-classified instruments based on an assessment of the Warrant’s specific terms and applicable authoritative guidance in ASC 480 and ASC 815, “Derivatives and Hedging” (“ASC 815”). The assessment considers whether the warrants are freestanding financial instruments pursuant to ASC 480, meet the definition of a liability pursuant to ASC 480, and whether the warrants meet all of the requirements for equity classification under ASC 815, including whether the warrants are indexed to the company’s own ordinary shares, among other conditions for equity classification. This assessment, which requires the use of professional judgment, is conducted at the time of warrant issuance and as of each subsequent quarterly period end date while the warrants are outstanding.

Such guidance provides that because the warrants do not meet the criteria for equity treatment thereunder, each warrant must be recorded as a liability. The accounting treatment of derivative financial instruments requires that the Company record a derivative liability upon the closing of the Initial Public Offering. Accordingly, the Company will classify each warrant as a liability at its fair value and the warrants will be allocated a portion of the proceeds from the issuance of the Units equal to its fair value. This liability is subject to re-measurement at each balance sheet date. With each such re-measurement, the warrant liability will be adjusted to fair value, with the change in fair value recognized in the Company’s statement of operations. The Company will reassess the classification at each balance sheet date. If the classification changes as a result of events during the period, the warrants will be reclassified as of the date of the event that causes the reclassification.

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Recent Accounting Pronouncements

In August 2020, the FASB issued ASU No. 2020-06, “Debt—Debt with Conversion and Other Options (Subtopic 470-20) and Derivatives and Hedging—Contracts in Entity’s Own Equity (Subtopic 815-40): Accounting for Convertible Instruments and Contracts in an Entity’s Own Equity” (“ASU 2020-06”), which simplifies accounting for convertible instruments by removing major separation models required under current GAAP. ASU 2020-06 removes certain settlement conditions that are required for equity contracts to qualify for the derivative scope exception and it also simplifies the diluted earnings per share calculation in certain areas. ASU 2020-06 is effective for smaller reporting companies for fiscal years beginning after December 15, 2023, including interim periods within those fiscal years. The Company is currently assessing the impact, if any, that ASU 2020-06 would have on its financial position, results of operations or cash flows.

In June 2022, the FASB issued ASU 2022-03, ASC Subtopic 820 “Fair Value Measurement of Equity Securities Subject to Contractual Sale Restrictions” (“ASU 2022-03”), which amends ASC 820 to clarify that a contractual sales restriction is not considered in measuring an equity security at fair value and to introduce new disclosure requirements for equity securities subject to contractual sale restrictions that are measured at fair value. ASU 2022-03 applies to both holders and issuers of equity and equity-linked securities measured at fair value. The amendments are effective for the Company in fiscal years beginning after December 15, 2023, and interim periods within those fiscal years. Early adoption is permitted for both interim and annual financial statements that have not yet been issued or made available for issuance. The Company is currently assessing what impact, if any, that ASU 2022-03 would have on its financial position, results of operations or cash flows.

Management does not believe that any recently issued, but not yet effective, accounting pronouncements, if currently adopted, would have a material effect on the Company’s condensed financial statements.

12Note 3. Initial Public Offering

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Note 4. Initial Public Offering

On October 26, 2021, pursuant to the Initial Public Offering, the Company sold 34,500,000 Units, which includes the full exercise by the underwriters of their over-allotment option in the amount of 4,500,000 Units, at a price of $10.00 per Unit. Each Unit consists of one share of Class A ordinary shares and one-half of one warrant (each whole warrant, a “Public Warrant”). Each whole Public Warrant entitles the holder to purchase one Class A ordinary share at an exercise price of $11.50 per share, subject to adjustment (see Note 9).

An aggregate of $10.25 per Unit sold in the Initial Public Offering was held in the Trust Account and invested in U.S. government securities, within the meaning set forth in Section 2(a)(16) of the Investment Company Act, with a maturity of 185 days or less or in any open-ended investment company that holds itself out as a money market fund meeting the conditions of Rule 2a-7 of the Investment Company Act, as determined by the Company. For more information on the intention of the Company to instruct Continental Stock Transfer & Trust Company, the trustee with respect to the Trust Account, to liquidate the U.S. government treasury obligations or money market funds held in the Trust Account prior to October 26, 2023 and thereafter to maintain the funds in the Trust Account in cash in an interest-bearing demand deposit account at a bank until the earlier of the consummation of a Business Combination and the liquidation of the Company, see “Note 10. Subsequent Events.”

Note 54. Private Placement

Simultaneously with the closing of the Initial Public Offering, the Sponsor purchased an aggregate of 17,025,000 Private Placement Warrants at a price of $1.00 per warrant ($17,025,000 in the aggregate) in the Private Placement.

Each whole Private Placement Warrant is exercisable for one whole Class A ordinary share at a price of $11.50 per share. A portion of the proceeds from the Private Placement Warrants were added to the proceeds from the Initial Public Offering to be held in the Trust Account. If the Company does not complete a Business Combination within the Combination Period, the Private Placement Warrants will expire worthless. The Private Placement Warrants are non-redeemable (except as described in Note 87 below under “—Redemption of warrants when the price per Class A ordinary share equals or exceeds $10.00”) and exercisable on a cashless basis so long as they are held by the Sponsor, or their respective permitted transferees.

~~Note 6. Related Party Transactions~~ 12

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Note 5. Related Party Transactions

Founder Shares

In April 2021, the Sponsor purchased 8,625,000 Class B ordinary shares of the Company (the “Founder Shares”) for an aggregate purchase price of $25,000.

The Sponsor has agreed, subject to certain limited exceptions, not to transfer, assign or sell any of the Founder Shares until the earlier of (A) one year after the completion of a Business Combination or (B) subsequent to a Business Combination, (x) if the last reported sale price of the Class A ordinary shares equals or exceeds $12.00 per share (as adjusted for share sub-divisions, share reorganizations, recapitalizations and the like) for any 20 trading days within any 30-trading day period commencing at least 150 days after a Business Combination, or (y) the date on which the Company completes a liquidation, merger, stock exchange, reorganization or other similar transaction that results in all of the Company’s shareholders having the right to exchange their Class A ordinary shares for cash, securities or other property.

Promissory Note-Related Party

In April 2021, the Company issued an unsecured promissory note to the Sponsor (the “Promissory Note”), pursuant to which the Company may borrow up to an aggregate principal amount of $300,000. The Promissory Note was non-interest bearing and payable on the earlier of December 31, 2021 or the completion of the Initial Public Offering. The Company had borrowed $209,855 under the Promissory Note and repaid the outstanding amount in full on October 26, 2021. As of ~~September~~March 3031, ~~2022~~2023 and December 31, ~~2021~~2022, there were no amounts outstanding under the Promissory Note.

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Related Party Loans

In order to finance transaction costs in connection with a Business Combination, the Sponsor, certain of the Company’s officers, directors or any of their affiliates may, but are not obligated to, loan the Company funds as may be required (“Working Capital Loans”). If the Company completes a Business Combination, the Company would repay the Working Capital Loans out of the proceeds of the Trust Account released to the Company. Otherwise, the Working Capital Loans would be repaid only out of funds held outside the Trust Account. In the event that a Business Combination does not close, the Company may use a portion of proceeds held outside the Trust Account to repay the Working Capital Loans but no proceeds held in the Trust Account would be used to repay the Working Capital Loans. The Working Capital Loans would either be repaid upon completion of a Business Combination, without interest, or, at the lender’s discretion, up to $1,500,000 of such Working Capital Loans may be convertible into warrants of the post Business Combination entity at a price of $1.00 per warrant. The warrants would be identical to the Private Placement Warrants. ~~As of September 30, 2022 and December 31, 2021, no Working Capital Loans were outstanding.~~

On December 28, 2022, the Company issued an unsecured promissory note to the Sponsor (the “First Convertible Promissory Note”), pursuant to which the Company may borrow up to an aggregate principal amount of $750,000. The First Convertible Promissory Note is non-interest bearing and payable upon the consummation of the initial Business Combination. At the election of the Sponsor and at any time prior to payment in full of the principal balance, the WC Promissory Note can be converted into warrants to purchase Class A ordinary shares (the “Working Capital Warrants”). The Working Capital Warrants are identical to the Private Placement Warrants issued in the Private Placement.

The number of Working Capital Warrants is calculated as the outstanding principal balance divided by $1.00. The Company notes the fair value of the conversion option is de minimis. As such, as of March 31, 2023 and December 31, 2022, the WC Promissory Note balance was $750,000.

Administrative Services Agreement

The Company has entered into an agreement with the Sponsor, pursuant to which the Company has agreed to pay the Sponsor a total of $50,000 per month for office space, secretarial and administrative services provided to the Company. Upon completion of the initial Business Combination or the Company’s liquidation, the Company will cease paying these monthly fees. For the three ~~and nine~~ months ended ~~September~~March 3031, ~~2022~~2023, the Company incurred $150,000 ~~and $450,000~~ of expenses related to the agreement, with $0 outstanding as of ~~September~~March 3031, ~~2022~~2023.

~~Note 7. Shareholders’ Equity~~ 13

Preference shares — The Company is authorized to issue up to 5,000,000 preference shares with a par value of $0.0001 per share. At September 30, 2022 and December 31, 2021, there were no preferred shares issued or outstanding.

Class A ordinary shares — The Company is authorized to issue up to 500,000,000 Class A ordinary shares with a par value of $0.0001 per share. Holders of the Company’s Class A ordinary shares are entitled to one vote for each share. At September 30, 2022 and December 31, 2021, there were no Class A ordinary shares issued or outstanding, excluding 34,500,000 shares subject to possible redemption as presented in temporary equity.

Class B ordinary shares — The Company is authorized to issue up to 50,000,000 Class B ordinary shares with a par value of $0.0001 per share. Holders of the Company’s ordinary shares are entitled to one vote for each share. At September 30, 2022 and December 31, 2021, there were 8,625,000 Class B ordinary shares issued and outstanding.

Ordinary shareholders of record are entitled to one vote for each share held on all matters to be voted on by shareholders and holders of Class A ordinary shares and holders of Class B ordinary shares will vote together as a single class on all matters submitted to a vote of the shareholders except as required by law; provided that only holders of Class B ordinary shares will have the right to vote on the appointment of directors prior to or in connection with the completion of the initial Business Combination.

The Class B ordinary shares will automatically convert into Class A ordinary shares at the time of a Business Combination on a one-for-one basis, subject to adjustment. In the case that additional Class A ordinary shares, or equity-linked securities, are issued or deemed issued in excess of the amounts offered in the Initial Public Offering and related to the closing of a Business Combination, the ratio at which Class B ordinary shares shall convert into Class A ordinary shares will be adjusted (unless the holders of a majority of the outstanding Class B ordinary shares to waive such adjustment with respect to any such issuance or deemed issuance) so that the number of Class A ordinary shares issuable upon conversion of all Class B ordinary shares will equal, in the aggregate, on an as-converted basis, 20% of the sum of the total number of all ordinary shares outstanding upon the completion of the Initial Public Offering plus all Class A ordinary shares and equity-linked securities issued or deemed issued by the Company in connection with or in relation to the completion of the initial Business Combination, any Class A ordinary shares or equity-linked securities exercisable for or convertible into Class A ordinary shares issued, or to be issued, to any seller in the initial Business Combination and any private placement warrants issued to the Sponsor upon conversion of Working Capital Loans. In no event will the Class B ordinary shares convert into Class A ordinary shares at a rate of less than one to one.

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Note 86. ~~Warrants~~Shareholders’ Equity

Preference shares — The Company is authorized to issue up to 5,000,000 preference shares with a par value of $0.0001 per share. At March 31, 2023 and December 31, 2022, there were no preferred shares issued or outstanding.

Class A ordinary shares — The Company is authorized to issue up to 500,000,000 Class A ordinary shares with a par value of $0.0001 per share. Holders of the Company’s Class A ordinary shares are entitled to one vote for each share. At March 31, 2023 and December 31, 2022, there were no Class A ordinary shares issued or outstanding, excluding 34,500,000 shares subject to possible redemption as presented in temporary equity.

Class B ordinary shares — The Company is authorized to issue up to 50,000,000 Class B ordinary shares with a par value of $0.0001 per share. Holders of the Company’s ordinary shares are entitled to one vote for each share. At March 31, 2023 and December 31, 2022, there were 8,625,000 Class B ordinary shares issued and outstanding.

The Class B ordinary shares will automatically convert into Class A ordinary shares at the time of a Business Combination on a one-for-one basis, subject to adjustment. In the case that additional Class A ordinary shares, or equity-linked securities, are issued or deemed issued in excess of the amounts offered in the Initial Public Offering and related to the closing of a Business Combination, the ratio at which Class B ordinary shares shall convert into Class A ordinary shares will be adjusted (unless the holders of a majority of the outstanding Class B ordinary shares to waive such adjustment with respect to any such issuance or deemed issuance) so that the number of Class A ordinary shares issuable upon conversion of all Class B ordinary shares will equal, in the aggregate, on an as-converted basis, 20% of the sum of the total number of all ordinary shares outstanding upon the completion of the Initial Public Offering plus all Class A ordinary shares and equity-linked securities issued or deemed issued by the Company in connection with or in relation to the completion of the initial Business Combination, any Class A ordinary shares or equity-linked securities exercisable for or convertible into Class A ordinary shares issued, or to be issued, to any seller in the initial Business Combination and any Working Capital Warrants issued to the Sponsor upon conversion of Working Capital Loans. In no event will the Class B ordinary shares convert into Class A ordinary shares at a rate of less than one to one.

Note 7. Warrants

The Company accounts for the 34,275,000 warrants with the guidance contained in ASC 815-40. Such guidance provides that because the warrants do not meet the criteria for equity treatment thereunder, each warrant must be recorded as a liability. The warrants do not meet the criteria to be considered indexed to the Company’s shares due to settlement provisions that result in holders of warrants receiving variable settlement amounts determined by the reference table. Additionally, an event that is not within the entity’s control could require net cash settlement, thus precluding equity classification. Accordingly, the Company will classify each warrant as a liability at its fair value. This liability is subject to re-measurement at each balance sheet date. With each such re-measurement, the warrant liability will be adjusted to fair value, with the change in fair value recognized in the Company’s statement of operations.

Public Warrants may only be exercised for a whole number of Class A ordinary shares. No fractional warrants will be issued upon separation of the Units and only whole warrants will trade. Accordingly, unless holders purchase at least two Units, they will not be able to receive or trade a whole warrant. The Public Warrants will become exercisable 30 days after the completion of a Business Combination.

The Company will not be obligated to deliver any Class A ordinary shares pursuant to the exercise of a Public Warrant and will have no obligation to settle such Public Warrant exercise unless a registration statement under the Securities Act with respect to the Class A ordinary shares issuable upon exercise of the Public Warrants is then effective and a prospectus relating thereto is current, subject to the Company satisfying its obligations with respect to registration, or a valid exemption from registration is available. No Public Warrant will be exercisable, and the Company will not be obligated to issue any Class A ordinary shares upon exercise of a Public Warrant unless the Class A ordinary shares issuable upon such Public Warrant exercise has been registered, qualified or deemed to be exempt under the securities laws of the state of residence of the registered holder of the Public Warrants.

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The Company has agreed that as soon as practicable, but in no event later than 20 business days after the closing of a Business Combination, it will use its commercially reasonable efforts to file with the SEC a post-effective amendment to the registration statement filed in connection with its initial public offering or a new registration statement covering registration under the Securities Act, of the Class A ordinary shares issuable upon exercise of the Public Warrants, and the Company will use its commercially reasonable efforts to cause the same to become effective within 60 business days after the closing of a Business Combination, and to maintain the effectiveness of such registration statement and a current prospectus relating to those Class A ordinary shares until the Public Warrants expire or are redeemed, as specified in the warrant agreement; provided that if the Class A ordinary shares is at the time of any exercise of a Public Warrant not listed on a national securities exchange such that they satisfy the definition of a “covered security” under Section 18(b)(1) of the Securities Act, the Company may, at its option, require holders of Public Warrants who exercise their warrants to do so on a “cashless basis” in accordance with Section 3(a)(9) of the Securities Act and, in the event the Company so elects, the Company will not be required to file or maintain in effect a registration statement, but it will use its commercially reasonably efforts to register or qualify the shares under applicable blue sky laws to the extent an exemption is not available. If a registration statement covering the Class A ordinary share issuable upon exercise of the Public Warrants is not effective by the 60th day after the closing of a Business Combination, Public Warrant holders may, until such time as there is an effective registration statement and during any period when the Company will have failed to maintain an effective registration statement, exercise Public Warrants on a “cashless basis” in accordance with Section 3(a)(9) of the Securities Act or another exemption, but the Company will use its commercially reasonably efforts to register or qualify the shares under applicable blue sky laws to the extent an exemption is not available.

Redemption of warrants when the price per Class A ordinary share equals or exceeds $18.00

Once the Public Warrants become exercisable, the Company may redeem the Public Warrants:

●

in whole and not in part;

●

at a price of $0.01 per warrant;

●

upon not less than 30 days’ prior written notice of redemption to each warrant holder;

●

if, and only if, the last reported sale price of the Class A ordinary share equals or exceeds $18.00 per share (as adjusted for share sub-divisions, share capitalizations, reorganizations, recapitalizations and the like) for any 20 trading days within a 30-trading day period ending three trading days before the Company sends the notice of redemption to the warrant holders; and

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●

If the closing price of the Class A Ordinary Shares for any 20 trading days within a 30-trading day period ending on the third trading day prior to the date on which the Company sends the notice of redemption to the warrant holders is less than $18.00 per share (as adjusted for share sub-divisions, share capitalizations, reorganizations, recapitalizations and the like), the Private Placement Warrants must also be concurrently called for redemption on the same terms as the outstanding Public Warrants, as described above.

If and when the Public Warrants become redeemable by the Company, it may exercise its redemption right even if the Company is unable to register or qualify the underlying securities for sale under all applicable state securities laws.

Redemption of warrants when the price per Class A ordinary share equals or exceeds $10.00

Once the Public Warrants become exercisable, the Company may redeem the Public Warrants:

●

in whole and not in part;

●

at a price of $0.10 per warrant;

●

upon a minimum of 30 days’ prior written notice of redemption provided that holders will be able to exercise their warrants on a cashless basis prior to redemption and receive that number of shares based on the redemption date and the fair market value of the Class A ordinary shares; and

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●

if, and only if, the last reported sale price of the Class A ordinary share equals or exceeds $10.00 per share (as adjusted per share sub-divisions, share dividends, reorganizations, reclassifications, recapitalizations and the like) for any 20 trading days within the 30-trading day period ending three trading days before the Company send the notice of redemption to the warrant holders.

In addition, if (x) the Company issues additional Class A ordinary shares or equity-linked securities for capital raising purposes in connection with the closing of a Business Combination at an issue price or effective issue price of less than $9.20 per Class A ordinary share (with such issue price or effective issue price to be determined in good faith by the Company’s board of directors and, in the case of any such issuance to the Sponsor or its affiliates, without taking into account any founder shares held by the Sponsor or such affiliates, as applicable, prior to such issuance) (the “Newly Issued Price”), (y) the aggregate gross proceeds from such issuances represent more than 60% of the total equity proceeds, and interest thereon, available for the funding of a Business Combination on the date of the completion of a Business Combination (net of redemptions), and (z) the volume weighted average trading price of the Class A ordinary shares during the 20 trading day period starting on the trading day prior to the day on which the Company completes a Business Combination (such price, the “Market Value”) is below $9.20 per share, then the exercise price of the warrants will be adjusted (to the nearest cent) to be equal to 115% of the higher of the Market Value and the Newly Issued Price, the $18.00 per share redemption trigger price described above under “-Redemption of warrants when the price per Class A ordinary share equals or exceeds $18.00” and “-Redemption of warrants when the price per Class A ordinary share equals or exceeds $10.00” will be adjusted (to the nearest cent) to be equal to 180% of the higher of the Market Value and the Newly Issued Price, and the $10.00 per share redemption trigger price described above under “-Redemption of warrants when the price per Class A ordinary share equals or exceeds $10.00” will be adjusted (to the nearest cent) to be equal to the higher of the Market Value and the Newly Issued Price.

The Private Placement Warrants are identical to the Public Warrants underlying the Units sold in the Initial Public Offering, except that the Private Placement Warrants and the Class A ordinary shares issuable upon the exercise of the Private Placement Warrants are not transferable, assignable or saleable until 30 days after the completion of a Business Combination, subject to certain limited exceptions. Additionally, the Private Placement Warrants are exercisable for cash or on a cashless basis, at the holder’s option, and are non-redeemable so long as they are held by the initial purchasers or their permitted transferees. If the Private Placement Warrants are held by someone other than the initial purchasers or their permitted transferees, the Private Placement Warrants will be redeemable by the Company in all redemption scenarios and exercisable by such holders on the same basis as the Public Warrants.

16Note 8. Commitments and Contingencies

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Note 9. Commitments and Contingencies

Registration rights

The holders of the Founder Shares, Private Placement Warrants, warrants that may be issued upon conversion of Working Capital Loans (and any Class A ordinary shares issuable upon the exercise of the Private Placement Warrants and warrants that may be issued upon conversion of the Working Capital Loans and upon conversion of the Founder Shares) and certain of our Class A ordinary shares are entitled to registration rights pursuant to a registration rights agreement that was signed on the effective date of the Initial Public Offering, requiring the Company to register such securities for resale. The holders of these securities are entitled to make up to three demands, excluding short form demands, that the Company register such securities. In addition, the holders have certain “piggy-back” registration rights with respect to registration statements filed subsequent to the completion of a Business Combination and rights to require the Company to register for resale such securities pursuant to Rule 415 under the Securities Act. The Company will bear the expenses incurred in connection with the filing of any such registration statements.

Underwriting agreement

The Company granted the underwriters a 45-day option from the date of the Initial Public Offering to purchase up to 4,500,000 additional Units to cover over-allotments at the Initial Public Offering price less the underwriting discount. The underwriters exercised their over-allotment option in full, generating an additional $45,000,000 in gross proceeds. As a result of the over-allotment being exercised in full, the Sponsor did not forfeit any Founder Shares back to the Company.

The underwriters were paid a cash underwriting discount of $5,900,000 in the aggregate at the closing of the Initial Public Offering. In addition, $0.35 per Unit, or $10,325,000 in the aggregate is payable to the underwriters for deferred underwriting commissions. The deferred fee is payable to the underwriters from the amounts held in the Trust Account solely in the event that the Company completes a Business Combination, subject to the terms of the underwriting agreement.

~~Note 10. Fair Value Measurements~~16

At September 30, 2022 and December 31, 2021, the Company’s warrant liability was valued at $4,134,500 and $19,944,000, respectively. Under the guidance in ASC 815-40, the Public Warrants and the Private Placement Warrants do not meet the criteria for equity treatment. As such, the Public Warrants and the Private Placement Warrants must be recorded on the balance sheet at fair value. This valuation is subject to re-measurement at each balance sheet date. With each re-measurement, the valuations will be adjusted to fair value, with the change in fair value recognized in the Company’s statement of operations.

The following table presents fair value information as of September 30, 2022 and December 31, 2021, of the Company’s financial assets and liabilities that were accounted for at fair value on a recurring basis and indicates the fair value hierarchy of the valuation techniques the Company utilized to determine such fair value. The Company’s warrant liability is based on a valuation model utilizing management judgment and pricing inputs from observable and unobservable markets with less volume and transaction frequency than active markets. Significant deviations from these estimates and inputs could result in a material change in fair value. The

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~~Company’s~~Note ~~transferred~~9. ~~the~~Fair ~~fair~~Value ~~value of Public Warrants from a Level 3 measurement to a Level 1 measurement during the period from April 15, 2021 (inception) through December 31, 2021:~~Measurements

At March 31, 2023 and December 31, 2022, the Company’s warrant liability was valued at $5,123,875 and $4,606,400, respectively. Under the guidance in ASC 815-40, the Public Warrants and the Private Placement Warrants do not meet the criteria for equity treatment. As such, the Public Warrants and the Private Placement Warrants must be recorded on the balance sheet at fair value. This valuation is subject to re-measurement at each balance sheet date. With each re-measurement, the valuations will be adjusted to fair value, with the change in fair value recognized in the Company’s statement of operations.

The following table presents fair value information as of March 31, 2023 and December 31, 2022, of the Company’s financial assets and liabilities that were accounted for at fair value on a recurring basis and indicates the fair value hierarchy of the valuation techniques the Company utilized to determine such fair value. The Company’s warrant liability is based on a valuation model utilizing management judgment and pricing inputs from observable and unobservable markets with less volume and transaction frequency than active markets. Significant deviations from these estimates and inputs could result in a material change in fair value. The Company’s transferred the fair value of Public Warrants from a Level 3 measurement to a Level 1 measurement during the period from April 15, 2021 (inception) through December 31, 2021:


			Private
	Public		Placement		Warrant
	Warrants		Warrants		Liability
Derivative warrant liabilities at April 15, 2021 (inception)	$	—	$	—	$	—
Initial fair value at issuance of public and private placement warrants		16,955,000		16,981,000		33,936,000
Change in fair value		(6,950,000)		(7,042,000)		(13,992,000)
Transfer of public warrants to Level 1 measurement		(10,005,000)		—		(10,005,000)
Level 3 derivative warrant liabilities as of December 31, 2021	$	—	$	9,939,000	$	9,939,000
Change in fair value		—		(47,~~745~~651,000)		(47,~~745~~651,000)
Level 3 derivative warrant liabilities as of March 31, 2022	$	—	$	5,194,000	$	5,194,000
Level 3 derivative warrant liabilities as of December 31, 2022	$	—	$	2,288,000	$	2,288,000
Change in fair value		—		(2257,~~828,~~000)		(2257,~~828,~~000)
Level 3 derivative warrant liabilities as of June 30, 2022	$	—	$	2,366,000	$	2,366,000
Level 3 derivative warrant liabilities as of March 31, 2023	$	—	$	2,545,000	$	2,545,000
Change in fair value		—		(267,000)		(267,000)
Level 3 derivative warrant liabilities as of September 30, 2022	$	—	$	2,099,000	$	2,099,000

The fair value of the Company’s financial assets and liabilities reflects management’s estimate of amounts that the Company would have received in connection with the sale of the assets or paid in connection with the transfer of the liabilities in an orderly transaction between market participants at the measurement date. In connection with measuring the fair value of its assets and liabilities, the Company seeks to maximize the use of observable inputs (market data obtained from independent sources) and to minimize the use of unobservable inputs (internal assumptions about how market participants would price assets and liabilities). The following fair value hierarchy is used to classify assets and liabilities based on the observable inputs and unobservable inputs used in order to value the assets and liabilities:

Level 1: Quoted prices in active markets for identical assets or liabilities. An active market for an asset or liability is a market in which transactions for the asset or liability occur with sufficient frequency and volume to provide pricing information on an ongoing basis.

Level 2: Observable inputs other than Level 1 inputs. Examples of Level 2 inputs include quoted prices in active markets for similar assets or liabilities and quoted prices for identical assets or liabilities in markets that are not active.

Level 3: Unobservable inputs based on our assessment of the assumptions that market participants would use in pricing the asset or liability.

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The following table sets forth by level within the fair value hierarchy the Company’s assets and liabilities that were accounted for at fair value on a recurring basis at ~~September~~March 3031, ~~2022~~2023 and December 31, ~~2021~~2022:

~~September~~March 3031, ~~2022~~2023


	(Level 1)		(Level 2)		(Level 3)
Assets
Cash and marketable securities held in trust account	$	~~355~~362,~~740~~538,~~059~~152	$	—	$	—
Liabilities
Public Warrants	$	2,~~035~~578,~~500~~875	$	—	$	—
Private Placement Warrants	$	—	$	—	$	2,~~099~~545,000

December 31, ~~2021~~2022


	(Level 1)		(Level 2)		(Level 3)
Assets
Cash and marketable securities held in trust account	$	~~353~~358,~~630~~731,~~892~~581	$	—	$	—
Liabilities
Public Warrants	$	102,~~005~~318,~~000~~400	$	—	$	—
Private Placement Warrants	$	—	$	—	$	92,~~939~~288,000

Measurement

The Company established the initial fair value for the warrants on October 26, 2021, the date of the completion of the Company’s Initial Public Offering. The Company used a Monte Carlo simulation model to value the warrants. The Company allocated the proceeds received from (i) the sale of Units (which is inclusive of one Class A Ordinary Share and one-half of one Public Warrant), and (ii) the sale of Private Placement Warrants, first to the warrants based on their fair values as determined at initial measurement, with the remaining proceeds allocated to Class A Ordinary Shares subject to possible redemption (temporary equity) based on their relative fair values at the initial measurement date.

Based on the applied volatility assumption and the expected term to a business combination noted below, the Company determined that the risk-neutral probability of exceeding the $18.00 redemption value by the start of the exercise period for the Warrants resulted in a nominal difference in value between the Public Warrants and Private Placement Warrants across the valuation dates utilized in the Monte Carlo simulation model. As of ~~September~~March 3031, ~~2022~~2023 and December 31, ~~2021~~2022, the fair value of the Private Placement Warrants was determined to be $0.1215 and $0.5813, respectively, per warrant for an aggregate value of $2,~~099~~545,000 and $92,~~939~~288,000, respectively. As of ~~September~~March 3031, ~~2022~~2023 and December 31, ~~2021~~2022, the Public Warrants had a stated market value of $0.1215 and $0.5813, respectively, per warrant for an aggregate value of $2,~~035~~578,~~500~~875 and $102,~~005~~318,~~000~~400, respectively.

The following table presents the changes in the fair value of derivative warrant liabilities from ~~April~~December 1531, ~~2021~~2022 ~~(inception)~~ through ~~September~~March 3031, ~~2022~~2023:


					Total
			Private		Derivative
	Public		Placement		Warrant
	Warrants		Warrants		Liability
Derivative warrant liabilities as of April 15, 2021 (inception)	$	—	$	—	$	—
Initial fair value at issuance of public and private placement warrants		16,955,000		16,981,000		33,936,000
Change in fair value		(6,950,000)		(7,042,000)		(13,992,000)
Derivative warrant liabilities as of December 31, 2021	$	10,005,000	$	9,939,000	$	19,944,000
Change in fair value		(47,~~743~~686,~~750~~600)		(47,~~745~~651,000)		(915,~~488~~337,~~750~~600)
Derivative warrant liabilities as of March 31, 2022	$	5,261,250	$	5,194,000	$	10,455,250
Derivative warrant liabilities as of December 31, 2022	$	2,318,400	$	2,288,000	$	4,606,400
Change in fair value		(2260,~~877,300)~~475		(2257,~~828,~~000)		(5517,~~705,300)~~475
Derivative warrant liabilities as of June 30, 2022	$	2,383,950	$	2,366,000	$	4,749,950
Derivative warrant liabilities as of March 31, 2023	$	2,578,875	$	2,545,000	$	5,123,875
Change in fair value		(348,450)		(267,000)		(615,450)
Derivative warrant liabilities as of September 30, 2022	$	2,035,500	$	2,099,000	$	4,134,500

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The key inputs into the Black-Scholes simulation model formula were as follows at ~~September~~March 3031, ~~2022~~2023 and December 31, ~~2021~~2022:


	Private Placement Warrants
	~~September~~March 3031, ~~2022~~2023			December 31, ~~2021~~2022
Input
Ordinary share price	$	10.1451		$	910.9334
Exercise price	$	11.50		$	11.50
Risk-free rate of interest		3.9757	%		13.3398	%
Volatility		78.6806	%		110.4223	%
Term		5.5032			5.8132
Warrant to buy one share (adjusted for the probability of dissolution)	$	0.~~118~~150		$	0.~~584~~134
Dividend yield		0.00	%		0.00	%

The risk-free interest rate assumption was based on the linearly interpolated Treasury Constant Maturity Rate Curve between five and seven year rates, which was commensurate with the contractual term of the Warrants, which expire on the earlier of (i) six years after the completion of the initial business combination and (ii) upon redemption or liquidation. An increase in the risk-free interest rate, in isolation, would result in an increase in the fair value measurement of the warrant liabilities and vice versa.

Note 1110. Subsequent Events

The Company evaluated subsequent events and transactions that occurred after the balance sheet date up to the date that the financial statements were issued. Based upon this review, other than noted below, the Company did not identify any subsequent events that would have required adjustment or disclosure in the condensed financial statements.

On April 20, 2023, the Company held an extraordinary general meeting of shareholders of Iconic (the “Extension Meeting”) to approve an amendment to the Company’s amended and restated memorandum and articles of association (the “Articles Amendment”) (i) to extend the date (the “Termination Date”) by which the Company has to consummate a Business Combination (the “Articles Extension”) from April 26, 2023 to July 26, 2023 (the “Articles Extension Date”) and to allow the Company, 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 an additional one month each time after the Articles Extension Date, by resolution of the Company’s board of directors, if requested by the Sponsor, in writing and upon five days’ advance notice prior to the applicable Termination Date, 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) to eliminate from the Articles the limitation that the Company may not redeem Class A ordinary shares issued as part of the units sold in the Initial Public Offering (the “Public Shares”) to the extent that such redemption would result in the Company having net tangible assets, as determined in accordance with 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 the Company 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) at the Extension Meeting to approve the Extension Amendment Proposal or the Redemption Limitation Amendment Proposal, (b) 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 the Company 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 Meeting. The shareholders of the Company approved the Extension Amendment Proposal and the Redemption Limitation Amendment Proposal at the Extension Meeting and on April 20, 2023, the Company filed the Articles Amendment with the Registrar of Companies of the Cayman Islands.

As contemplated by the Company’s amended and restated memorandum and articles of association, the holders of Public Shares were able to elect to redeem all or a portion of their Public Shares in exchange for their pro rata portion of the funds held in the Trust Account in connection with the Extension Amendment Proposal. In connection with the Extension Amendment Proposal 21,129,314 Public Shares were redeemed for a price of approximately $10.53 per Public Share, for an aggregate redemption amount of approximately $222,500,140. Following the adoption of the Extension Amendment Proposal, the Company has 13,370,686 Class A ordinary shares and 8,625,000 Class B ordinary shares issued and outstanding. Following the approval of the Extension Amendment Proposal, the 8,625,000 Class B ordinary shares and 5,000,000 Units held by the Sponsor and our independent directors, Renée E. LaBran, Alex Liu and Fahd Beg, represent 61.9% of the issued and outstanding ordinary shares of the Company.

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In connection with the adoption of the Extension Amendment Proposal, the Sponsor made an initial deposit of $360,000 into the Trust Account to extend the time period during which the Company may consummate a Business Combination to July 26, 2023. As provided by the amendment to the amended and restated memorandum and articles of association, in the event that the Company has not consummated a Business Combination by July 26, 2023, without approval of Company’s public shareholders, the Company may, by resolution of the board of the Company, if requested by the Sponsor, and upon five days’ advance notice prior to the applicable Termination Date, extend the Termination Date up to nine times, each by one additional month (for a total of up to nine additional months to complete a Business Combination), provided that the Sponsor will deposit $120,000 into the Trust Account within five (5) business days of the applicable Termination Date for each such monthly extension. With respect to the 5,000,000 Units that the Sponsor purchased in connection with the Initial Public Offering, the Sponsor has agreed to waive its pro-rata portion of the $360,000 initial deposit into the Trust Account and any of the subsequent $120,000 monthly deposits that the Sponsor would be making into the Trust Account in connection with extensions of the applicable Termination Date, as described herein. In connection with the liquidation of Iconic Sports, should it not complete a Business Combination by the applicable Termination Date, the Class A ordinary shares included in the 5,000,000 Units held by the Sponsor will still be eligible to receive their pro-rata distribution from the funds held in the Trust Account, (i) excluding the $360,000 initial deposit into the Trust Account and any of the $120,000 subsequent monthly deposits made by the Sponsor, as described herein, in connection with an extension of the applicable Termination Date, and (ii) including any interest earned on the funds held in the Trust Account.

In connection with the adoption of the Extension Amendment Proposal, the Company issued a second unsecured convertible promissory note (the “Second Convertible Promissory Note”) to the Sponsor on April 20, 2023, pursuant to which the Company may borrow up to $1,440,000 (the “Second Working Capital Loan”) from the Sponsor for general corporate purposes and the funding of the deposits that the Company is required to make pursuant to its amended and restated memorandum and articles of association (as amended following the adoption of the Extension Amendment Proposal at the Company’s extraordinary general meeting of shareholders on April 20, 2023) and following the request of our Sponsor in connection with an optional monthly extension of the time period during which the Company may consummate a Business Combination. Up to $750,000 of such loan may, at the Sponsor’s discretion, be converted into Working Capital Warrants at a conversion price of $1.00 per warrant, with each Working Capital Warrant entitling the Sponsor to purchase one Class A ordinary share at a price of $11.50 per share, subject to the same adjustments applicable to the private placement warrants sold concurrently with the Initial Public Offering. The Second Working Capital Loan will not bear any interest, and will be repayable by the Company to our 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 a Business Combination. The maturity date of the Second Working Capital Loan may be accelerated upon the occurrence of an Event of Default (as defined under the Second Convertible Promissory Note). Any Working Capital Warrants issuable upon conversion of the Second Convertible Promissory Note will not be registered under 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 the date of this Quarterly Report on Form 10-Q, $360,000 were drawn under the Second Convertible Promissory Note.

To mitigate the risk of being viewed as operating an unregistered investment company, the Company also announced that it currently intends, prior to October 26, 2023, to instruct Continental Stock Transfer & Trust Company, the trustee with respect to the Trust Account, to liquidate the U.S. government treasury obligations or money market funds held in the Trust Account and thereafter to maintain the funds in the Trust Account in cash in an interest-bearing demand deposit account at a bank until the earlier of the consummation of a Business Combination and the liquidation of the Company.

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ITEM 2. MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS

References to the “Company,” “our,” “us” or “we” refer to Iconic Sports Acquisition Corp. The following discussion and analysis of the Company’s financial condition and results of operations should be read in conjunction with the financial statements and the notes thereto contained elsewhere in this report. Certain information contained in the discussion and analysis set forth below includes forward-looking statements that involve risks and uncertainties.

Special Note Regarding Forward-Looking Statements

This Quarterly Report ~~includes~~on ~~“forward~~Form 10-~~looking~~Q, ~~statements”~~including, ~~that~~without ~~are not historical facts~~limitation, ~~and~~statements ~~involve~~under ~~risks~~this ~~and~~heading ~~uncertainties~~“Item ~~that~~2. ~~could~~Management’s ~~cause~~Discussion ~~actual~~and ~~results~~Analysis toof ~~differ~~Financial ~~materially~~Condition ~~from those expected~~ and ~~projected.~~Results ~~All~~of ~~statements~~Operations,” ~~other~~includes ~~than~~forward-looking statements ofwithin ~~historical~~the ~~fact~~meaning ~~included~~of inSection ~~this~~27A ~~Quarterly~~of ~~Report~~the ~~including,~~Securities ~~without~~Act ~~limitation,~~and ~~statements~~Section in21E ~~this~~of ~~“Management’s~~the ~~Discussion~~Securities ~~and~~Exchange ~~Analysis~~Act of ~~Financial~~1934, ~~Condition~~as ~~and~~amended, ~~Results~~(the of“Exchange ~~Operations~~Act”). ~~regarding~~In ~~the~~some ~~Company’s~~cases, ~~financial~~these ~~position,~~forward-looking ~~business~~statements ~~strategy~~can ~~and~~be ~~the~~identified ~~plans~~by ~~and~~the ~~objectives~~use of ~~management for future operations, are~~ forward-looking ~~statements.~~terminology, ~~Words~~including ~~such~~the aswords “~~expect~~may,” “~~believe~~should,” “~~anticipate~~could,” “~~intend~~would,” “~~estimate~~expects,” “~~seek~~plans,” ~~and~~“anticipates,” ~~variations~~“believes,” ~~and~~“estimates,” ~~similar~~“continue,” ~~words~~“intends,” ~~and~~“will,” ~~expressions~~“potential,” ~~are~~“projects” ~~intended to identify such forward-looking statements. Such forward-looking statements relate to future events~~ or ~~future~~“predicts” ~~performance~~or, ~~but~~in ~~reflect~~each ~~management’s current beliefs~~case, ~~based~~their onnegative ~~information~~or ~~currently~~other ~~available.~~variations Aor ~~number~~comparable ofterminology. ~~factors could cause actual events~~However, ~~performance~~the orabsence ~~results~~of tothese ~~differ~~words ~~materially~~does ~~from~~not ~~the~~mean ~~events,~~that ~~performance~~a ~~and~~statement ~~results~~is ~~discussed~~not ~~in the~~ forward-looking ~~statements~~. ~~For~~There ~~information~~can ~~identifying~~be ~~important~~no ~~factors~~assurance that ~~could cause~~ actual results towill ~~differ~~not materially differ from ~~those~~expectations. ~~anticipated~~Such instatements ~~the~~include, ~~forward-looking~~but ~~statements,~~are ~~please~~not ~~refer~~limited to, ~~the~~any ~~Risk~~statements ~~Factors~~relating ~~section~~to ofour ~~the~~ability ~~Company’s~~to ~~Annual~~complete ~~Report,~~any ~~filed~~acquisition ~~with~~or ~~the~~other ~~SEC~~business oncombination ~~March~~and ~~31,~~any ~~2022.~~other ~~The~~statements ~~Company’s~~that ~~securities~~are ~~filings~~not ~~can~~statements beof ~~accessed~~current onor ~~the~~historical ~~EDGAR~~facts. ~~section~~These ofstatements ~~the~~involve ~~SEC’s~~a ~~website~~number atof ~~www.sec.gov.~~known ~~Except~~and asunknown ~~expressly~~risks ~~required~~and byare ~~applicable~~based ~~securities~~on ~~law~~management’s current expectations, ~~the~~but ~~Company~~actual ~~disclaims~~results ~~any~~may ~~intention~~differ ormaterially ~~obligation~~due to ~~update~~various orfactors, ~~revise~~including, ~~any~~but ~~forward-looking~~not ~~statements~~limited ~~whether~~to, asthe afollowing ~~result~~risks, uncertainties (some of ~~new~~which ~~information,~~are ~~future~~beyond ~~events~~our control) or ~~otherwise.~~other factors:

●

we have no operating history and no revenues, and you have no basis on which to evaluate our ability to achieve our business objective;

●

our ability to select an appropriate target business or businesses;

●

our ability to complete an initial business combination, including following the exercise of the option to consummate a Business Combination with Eagle Football (as defined herein);

●

our expectations around the performance of a prospective target business or businesses;

●

our success in retaining or recruiting, or changes required in, our officers, key employees or directors following our initial business combination;

●

our officers and directors allocating their time to other businesses and potentially having conflicts of interest with our business or in approving our initial business combination;

●

our potential ability to obtain additional financing to complete our initial business combination;

●

our pool of prospective target businesses;

●

the amount of redemptions by our public shareholders;

●

our ability to consummate an initial business combination due to the uncertainty resulting from general economic and political conditions such as recessions, interest rate fluctuations, international currency fluctuations, health epidemics and pandemics (including the ongoing COVID-19 pandemic), inflation, changes in diplomatic and trade relationships and acts of war or terrorism (including the military conflict that started between the Russian Federation, Belarus and Ukraine in February 2022);

●

the ability of our officers and directors to generate a number of potential business combination opportunities;

●

the volatility of the market price and liquidity of our Class A ordinary shares and our other securities;

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●

the use of proceeds not held in the Trust Account (as defined below) or available to us from interest income on the Trust Account balance;

●

the Trust Account not being subject to claims of third parties;

●

the ability to obtain additional financing to complete a business combination;

●

our financial performance; or

●

the other risks and uncertainties discussed in “Item 1A. Risk Factors” in our Annual Report on Form 10-K for the year ended December 31, 2022 and elsewhere herein.

Should one or more of these risks or uncertainties materialize, or should any of our assumptions prove incorrect, actual results may vary in material respects from those projected in these forward-looking statements. We undertake no obligation to update or revise any forward-looking statements, whether as a result of new information, future events or otherwise, except as may be required under applicable securities laws.

Overview

We are a ~~newly incorporated~~ blank check company formed as a Cayman Islands exempted company whose business purpose is to effect a merger, share exchange, asset acquisition, share purchase, reorganization or similar business combination with one or more businesses or entities. We have not identified any business combination partner and we have not, nor has anyone on our behalf, initiated any substantive discussions, directly or indirectly, with respect to any potential business combination with us

Our sponsor is Iconic Sports Management LLC (the “Sponsor”). The registration statement for our initial public offering (the “Initial Public Offering”) was declared effective on October 21, 2021. On October 26, 2021, we consummated the Initial Public Offering of 34,500,000 units (the “Units” and, with respect to the Class A ordinary shares included in the Units being offered, the “Class A ordinary shares” or “public shares”), including the issuance of 4,500,000 Units as a result of the underwriters’ exercise of their over-allotment option, at $10.00 per Unit, generating gross proceeds of approximately $345,000,000, and incurring offering costs of approximately $16,966,617, consisting of $5,900,000 of underwriting discount, $10,325,000 deferred underwriting commissions, and $741,617 of actual offering costs.

Simultaneously with the closing of the Initial Public Offering, we consummated the private placement (“Private Placement”) of 17,025,000 warrants (each, a “Private Placement Warrant” and collectively, the “Private Placement Warrants”), at a price of $1.00 per Private Placement Warrant with our Sponsor, generating gross proceeds of approximately $17,025,000.

Following the closing of the Initial Public Offering, the full exercise of the over-allotment option and the sale of the Private Placement Warrants, an amount of $353,625,000 ($10.25 per Unit) from the net proceeds of the sale of the Units in the Initial Public Offering and the sale of the Private Placement Warrants was placed in a trust account (the “Trust Account”). As further described under “—Adoption of Extension Amendment Proposal” below, in connection with the Extension Amendment Proposal 21,129,314 public shares were redeemed for a price of approximately $10.53 per public share, for an aggregate redemption amount of approximately $222,500,140. Following the adoption of the Extension Amendment Proposal, the Company has 13,370,686 Class A ordinary shares and 8,625,000 Class B ordinary shares issued and outstanding. Following the approval of the Extension Amendment Proposal, the 8,625,000 Class B ordinary shares and 5,000,000 Units held by the Sponsor and our independent directors, Renée E. LaBran, Alex Liu and Fahd Beg, represent 61.9% of the issued and outstanding ordinary shares of the Company.

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We have until ~~April~~July 26, 2023 to consummate a Business Combination (the “Combination Period”) (or such longer period as provided in anthe amendment to the Company’s amended and restated memorandum and articles of association that was adopted on April 20, 2023 by the shareholders of the Company (an “Extension Period”)) (for more information, see below “—Adoption of Extension Amendment Proposal”). However, if we have not completed a Business Combination within the Combination Period, we 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 100% of the public shares, at a per-share price, payable in cash, equal to the aggregate amount then on deposit in the Trust Account, including interest earned and not previously released to us to pay our taxes, if any (less up to $100,000 of interest to pay dissolution expenses), divided by the number of then issued and outstanding public shares, which redemption will completely extinguish the rights of the public shareholders as shareholders (including the right to receive further liquidating distributions, if any), and (iii) as promptly as reasonably possible following such redemption, subject to the approval of the Company’s remaining public shareholders and its board of directors, liquidate and dissolve, subject in each case to the Company’s obligations under Cayman Islands law to provide for claims of creditors and the requirements of other applicable law.

We intend to effectuate our initial business combination using cash from the proceeds of our initial public offering and the private placement of the private placement warrants, the proceeds of the sale of our shares in connection with our initial business combination (pursuant to forward purchase agreements or backstop agreements we may enter into following the completion of our initial public offering or otherwise), shares issued to the owners of the target, debt issued to bank or other lenders or the owners of the target, or a combination of the foregoing or other sources.

The issuance of additional shares in connection with a business combination:

●

may significantly dilute the equity interest of investors in our initial public offering, which dilution would increase if the anti-dilution provisions in the Class B ordinary shares resulted in the issuance of Class A ordinary shares on a greater than one-to-one basis upon conversion of the Class B ordinary shares;

●

may subordinate the rights of holders of Class A ordinary shares if preference shares are issued with rights senior to those afforded our Class A ordinary shares;

●

could cause a change in control if a substantial number of Class A ordinary shares are issued, which may affect, among other things, our ability to use our net operating loss carry forwards, if any, and could result in the resignation or removal of our present officers and directors;

●

may have the effect of delaying or preventing a change of control of us by diluting the share ownership or voting rights of a person seeking to obtain control of us;

●

may adversely affect prevailing market prices for our Class A ordinary shares and/or warrants; and

●

may not result in adjustment to the exercise price of our warrants.

Similarly, if we issue debt or otherwise incur significant debt, it could result in:

●

default and foreclosure on our assets if our operating revenues after an initial business combination are insufficient to repay our debt obligations;

●

acceleration of our obligations to repay the indebtedness even if we make all principal and interest payments when due if we breach certain covenants that require the maintenance of certain financial ratios or reserves without a waiver or renegotiation of that covenant;

●

our immediate payment of all principal and accrued interest, if any, if the debt is payable on demand;

●

our inability to obtain necessary additional financing if the debt contains covenants restricting our ability to obtain such financing while the debt is outstanding;

●

our inability to pay dividends on our Class A ordinary shares;

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using a substantial portion of our cash flow to pay principal and interest on our debt, which will reduce the funds available for dividends on our Class A ordinary shares if declared, expenses, capital expenditures, acquisitions and other general corporate purposes;

●

limitations on our flexibility in planning for and reacting to changes in our business and in the industry in which we operate;

●

increased vulnerability to adverse changes in general economic, industry and competitive conditions and adverse changes in government regulation; and

●

limitations on our ability to borrow additional amounts for expenses, capital expenditures, acquisitions, debt service requirements, execution of our strategy and other purposes and other disadvantages compared to our competitors who have less debt.

We expect to incur significant costs in the pursuit of our initial business combination. We cannot assure you that our plans to raise capital or to complete our initial business combination will be successful. These factors, among others, raise substantial doubt about our ability to continue as a going concern.

Business Combination Option with Eagle Football

On December 19, 2022, Eagle Football Holdings Limited (“Eagle Football”), a London-based group with interests in English Premier League club, Crystal Palace, Brazilian Serie A club, Botafogo, and Belgian First Division B club, RWD Molenbeek, acquired a significant controlling stake in French Ligue 1 club, Olympique Lyonnais. In connection with such acquisition, Iconic Sports Eagle Investment LLC (“Iconic Eagle”), an affiliate of our sponsor, made a strategic $75 million equity investment in Eagle Football. In connection with such investment, Iconic Eagle entered into agreements with various parties, including Eagle Football. Such agreements provide that we may enter into a business combination with Eagle Football for a valuation of approximately $1.2 billion. The Company is not a party to any of these agreements. There is no assurance that an agreement with respect to such transaction will be entered into, and even if entered into, that a transaction contemplated thereby would be consummated. Any such transaction would be subject to, among other things, (i) additional financing on acceptable terms; (ii) the approval of the board of the Company; (iii) the separate approval of the Company’s shareholders; (iv) the ability to satisfy the requirements of the SEC for the offering of securities and the solicitation of votes; (v) any regulatory approvals; and (vi) the satisfaction of continued stock exchange listing requirements.

Adoption of Extension Amendment Proposal

On April 20, 2023, the Company held an extraordinary general meeting of shareholders of Iconic (the “Extension Meeting”) to approve an amendment to the Company’s amended and restated memorandum and articles of association (the “Articles Amendment”) (i) to extend the date (the “Termination Date”) by which the Company has to consummate a Business Combination (the “Articles Extension”) from April 26, 2023 to July 26, 2023 (the “Articles Extension Date”) and to allow the Company, 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 an additional one month each time after the Articles Extension Date, by resolution of the Company’s board of directors, if requested by the Sponsor, in writing and upon five days’ advance notice prior to the applicable Termination Date, 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) to eliminate from the Articles the limitation that the Company may not redeem Class A ordinary shares issued as part of the units sold in the Initial Public Offering to the extent that such redemption would result in the Company having net tangible assets, as determined in accordance with 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 the Company 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) at the Extension Meeting to approve the Extension Amendment Proposal or the Redemption Limitation Amendment Proposal, (b) 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 the Company 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 Meeting. The shareholders of the Company approved the Extension Amendment Proposal and the

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Redemption Limitation Amendment Proposal at the Extension Meeting and on April 20, 2023, the Company filed the Articles Amendment with the Registrar of Companies of the Cayman Islands.

As contemplated by the Company’s amended and restated memorandum and articles of association, the holders of public shares were able to elect to redeem all or a portion of their public shares in exchange for their pro rata portion of the funds held in the Trust Account in connection with the Extension Amendment Proposal. In connection with the Extension Amendment Proposal 21,129,314 public shares were redeemed for a price of approximately $10.53 per public share, for an aggregate redemption amount of approximately $222,500,140. Following the adoption of the Extension Amendment Proposal, the Company has 13,370,686 Class A ordinary shares and 8,625,000 Class B ordinary shares issued and outstanding. Following the approval of the Extension Amendment Proposal, the 8,625,000 Class B ordinary shares and 5,000,000 Units held by the Sponsor and our independent directors, Renée E. LaBran, Alex Liu and Fahd Beg, represent 61.9% of the issued and outstanding ordinary shares of the Company.

In connection with the adoption of the Extension Amendment Proposal, the Company issued a second unsecured convertible promissory note (the “Second Convertible Promissory Note” and together with the First Convertible Promissory Note, the “Convertible Notes”) to the Sponsor on April 20, 2023, pursuant to which the Company may borrow up to $1,440,000 (the “Second Working Capital Loan”) from the Sponsor for general corporate purposes and the funding of the deposits that the Company is required to make pursuant to its amended and restated memorandum and articles of association (as amended following the adoption of the Extension Amendment Proposal at the Company’s extraordinary general meeting of shareholders on April 20, 2023) and following the request of our Sponsor in connection with an optional monthly extension of the time period during which the Company may consummate a Business Combination. Up to $750,000 of such loan may, at the Sponsor’s discretion, be converted into warrants to purchase Class A ordinary shares of the Company at a conversion price of $1.00 per warrant (the “Working Capital Warrants”), with each Working Capital Warrant entitling the Sponsor to purchase one Class A ordinary share at a price of $11.50 per share, subject to the same adjustments applicable to the private placement warrants sold concurrently with the Initial Public Offering. The Second Working Capital Loan will not bear any interest, and will be repayable by the Company to our 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 a Business Combination. The maturity date of the Second Working Capital Loan may be accelerated upon the occurrence of an Event of Default (as defined under the Second Convertible Promissory Note). Any Working Capital Warrants issuable upon conversion of the Second Convertible Promissory Note will not be registered under 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 the date of this Quarterly Report on Form 10-Q, $360,000 were drawn under the Second Convertible Promissory Note.

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Results of Operations

Our entire activity from inception through ~~September~~March 3031, ~~2022~~2023 relates to our formation, the Initial Public Offering and, since the closing of the Initial Public Offering, a search for a Business Combination candidate. We will not be generating any operating revenues until the closing and completion of our Business Combination at the earliest.

For the three months ended ~~September~~March 3031, ~~2022~~2023, we had net income of $12,~~782~~479,~~645~~478, which consisted of $~~439~~809,~~583~~618 of formation and operating expenses, ~~offset~~loss ~~by a gain~~ of $~~615~~517,~~450~~475 for the change in fair value of the warrant liability, offset by dividend income on marketable securities held in trust of ~~699~~$2,~~207~~431,555, and an unrealized gain of $~~907~~1,~~610~~375,016 on marketable securities held in trust.

For the nine months ended September 30, 2022, we had net income of $16,340,341, which consisted of $1,578,326 of formation and operating expenses, offset by a gain of $15,809,500 for the change in fair value of the warrant liability, dividend income on marketable securities held in trust of 699,207, and an unrealized gain of $1,409,960 on marketable securities held in trust.

Liquidity, Capital Resources and Going Concern

As of ~~September~~March 3031, ~~2022~~2023, the Company had $55263,~~998~~158 in operating cash and a working capital deficit of $~~811~~1,~~600~~968,328.

The Company’s liquidity needs up to October 26, 2021 had been satisfied through a payment from the Sponsor of $25,000 for the Founder Shares (see Note 5), the Initial Public Offering and the issuance of the Private Placement Warrants. Additionally, the Company drew on an unsecured promissory note to pay certain offering costs.

The Company has incurred and expects to continue to incur significant costs in pursuit of its financing and acquisition plans. The Company lacks the financial resources it needs to sustain operations for a reasonable period of time, which is considered to be one year from the issuance date of the financial statements. Although no formal agreement exists, the Sponsor is committed to extend Working Capital Loans as needed. The Company cannot assure that its plans to consummate an initial Business Combination will be successful. In addition, management is currently evaluating the impact of the COVID-19 pandemic and its effect on the Company’s financial position, results of operations and/or search for a target company.

These factors, among others, raise substantial doubt about the Company’s ability to continue as a going concern ~~through April 26, 2023, which is~~ within one year from the date ~~this~~the financial ~~statement~~statements isincluded in this Quarterly Report on Form 10-Q are issued. The financial statements do not include any adjustments that might result from the outcome of this uncertainty.

Off-Balance Sheet Financing Arrangements

We have no obligations, assets or liabilities, which would be considered off-balance sheet arrangements as of ~~September~~March 3031, ~~2022~~2023. We do not participate in transactions that create relationships with unconsolidated entities or financial partnerships, often referred to as variable interest entities, which would have been established for the purpose of facilitating off-balance sheet arrangements. We have not entered into any off-balance sheet financing arrangements, established any special purpose entities, guaranteed any debt or commitments of other entities, or purchased any non-financial assets.

22Contractual Obligations and Related Party Transactions

~~Table~~We do not have any long-term debt, capital lease obligations, operating lease obligations or long-term liabilities as of ~~Contents~~March 31, 2023, other than as described below.

~~Contractual~~Underwriting ~~Obligations~~Agreement

We do not have any long-term debt, capital lease obligations, operating lease obligations or long-term liabilities as of September 30, 2022, other than as described below.

We have an agreement to pay our Sponsor a monthly fee of $50,000 for office space utilities and administrative services. We began incurring these fees on October 26, 2021 and will continue to incur these fees monthly until the earlier of the completion of a Business Combination and the Company’s liquidation.

The underwriters of the Initial Public Offering are entitled to a deferred discount of $0.35 per Unit, or $10,325,000 in the aggregate. The deferred discount will become payable to the underwriters from the amounts held in the Trust Account solely in the event that we complete a Business Combination, subject to the terms of the underwriting agreement.

Administrative Services Agreement

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Registration Rights Agreement

Convertible Notes

On December 28, 2022, the Company issued an unsecured convertible promissory note (the “First Convertible Promissory Note”) to the Sponsor, pursuant to which the Company borrowed $750,000 (the “First Working Capital Loan”) from the Sponsor for general corporate purposes. Such loan may, at the Sponsor’s discretion, be converted into Working Capital Warrants, with each Working Capital Warrant entitling the Sponsor to purchase one Class A ordinary share at a price of $11.50 per share, subject to the same adjustments applicable to the private placement warrants sold concurrently with the Company’s initial public offering. The First Working Capital Loan will not bear any interest and will be repayable by the Company to the Sponsor, if not converted or repaid on the effective date of an initial business combination. The maturity date of the First Working Capital Loan may be accelerated upon the occurrence of an Event of Default (as defined under the First Convertible Promissory Note).

In connection with the adoption of the Extension Amendment Proposal, the Company issued the Second Convertible Promissory Note to the Sponsor on April 20, 2023, pursuant to which the Company may borrow up to $1,440,000 from the Sponsor for general corporate purposes and the funding of the deposits that the Company is required to make pursuant to its amended and restated memorandum and articles of association (as amended following the adoption of the Extension Amendment Proposal at the Company’s extraordinary general meeting of shareholders on April 20, 2023) and following the request of our Sponsor in connection with an optional monthly extension of the time period during which the Company may consummate a Business Combination. Up to $750,000 of such loan may, at the Sponsor’s discretion, be converted into Working Capital Warrants at a conversion price of $1.00 per warrant, with each Working Capital Warrant entitling the Sponsor to purchase one Class A ordinary share at a price of $11.50 per share, subject to the same adjustments applicable to the private placement warrants sold concurrently with the Company’s initial public offering. The Second Working Capital Loan will not bear any interest, and will be repayable by the Company to our 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 a Business Combination. The maturity date of the Second Working Capital Loan may be accelerated upon the occurrence of an Event of Default (as defined under the Second Convertible Promissory Note). As of the date of this Quarterly Report on Form 10-Q, $360,000 were drawn under the Second Convertible Promissory Note.

Critical Accounting Policies and Estimates

The preparation of financial statements and related disclosures in conformity with accounting principles generally accepted in the United States requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities, disclosure of contingent assets and liabilities at the date of the financial statements, and income and expenses during the periods reported. Actual results could materially differ from those estimates. We have identified the following as our critical accounting policies:

Warrant Liabilities

We account for the warrants underlying the Units and the Private Placement Warrants in accordance with the guidance contained in ASC 815 under which the public warrants and the Private Placement Warrants do not meet the criteria for equity treatment and must be recorded as liabilities. Under ASC 815-40, the public warrants and the Private Placement Warrants are not indexed to our ordinary shares in the manner contemplated by ASC 815-40 because the holder of the instrument is not an input into the pricing of a fixed-for-fixed option on equity shares. Accordingly, we classify the public warrants and the Private Placement Warrants as liabilities at their fair value and adjust the public warrants and the Private Placement Warrants to fair value at each reporting period. These liabilities are subject to re-measurement at each balance sheet date until exercised, and any change in fair value is recognized in our statement of operations. Subsequent to our ~~initial~~Initial ~~public~~Public ~~offering~~Offering, the Private Placement Warrants value is based on the public trading ~~value. The Company utilized the Monte Carlo simulation model to value the Private Placement Warrants as of September 30, 2022 and December 31, 2021.~~

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value. The Company utilized the Monte Carlo simulation model to value the Private Placement Warrants as of March 31, 2023 and December 31, 2022.

Class A Ordinary Shares Subject to Possible Redemption

The Company accounts for its Class A ordinary shares subject to possible redemption in accordance with the guidance in Accounting Standards Codification (“ASC”) Topic 480. Class A ordinary shares subject to mandatory redemption is classified as a liability instrument and is measured at fair value. Conditionally redeemable ordinary shares (including ordinary shares that features redemption rights that is either within the control of the holder or subject to redemption upon the occurrence of uncertain events not solely within the Company’s control) is classified as temporary equity. At all other times, Class A ordinary shares are classified as shareholders’ equity. Our Class A ordinary shares feature certain redemption rights that are considered to be outside of the Company’s control and subject to occurrence of uncertain future events. Accordingly, at ~~September~~March 3031, ~~2022~~2023 and December 31, ~~2021~~2022, Class A ordinary shares subject to possible redemption is presented at redemption value as temporary equity, outside of the shareholders’ equity section of the Company’s balance sheet.

Net Income (Loss) per Ordinary Share

Net loss per share is computed by dividing net loss by the weighted average number of ordinary shares outstanding during the period. Ordinary shares subject to possible redemption at ~~September~~March 3031, ~~2022~~2023, which are not currently redeemable and are not redeemable at fair value, have been excluded from the calculation of basic net loss per ordinary share since such shares, if redeemed, only participate in their pro rata share of the Trust Account earnings. The Company has not considered the effect of the warrants sold in the ~~initial~~Initial ~~public~~Public ~~offering~~Offering and the Private Placement to purchase an aggregate of 17,025,000 Private Placement Warrants in the calculation of diluted loss per share, since the exercise of the warrants is contingent upon the occurrence of future events and the inclusion of such warrants would be anti-dilutive. As a result, diluted net loss per ordinary share is the same as basic net loss per ordinary share for the periods presented.

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The Company’s statement of operations includes a presentation of net income (loss) per ordinary share subject to possible redemption and allocates the net income (loss) into the two classes of shares in calculating net earnings (loss) per ordinary share, basic and diluted. For redeemable Class A ordinary shares, net earnings (loss) per ordinary share is calculated by dividing the net loss by the weighted average number of Class A ordinary shares subject to possible redemption outstanding since original issuance. For non-redeemable Class B ordinary shares, net earnings (loss) per share is calculated by dividing the net loss by the weighted average number of nonredeemable Class B ordinary shares outstanding for the period. Non-redeemable Class B ordinary shares include the founder shares as these shares do not have any redemption features and do not participate in the income earned on the Trust Account.

Recent Accounting Pronouncements

In August 2020, the FASB issued ASU No. 2020-06, “Debt—Debt with Conversion and Other Options (Subtopic 470-20) and Derivatives and Hedging—Contracts in Entity’s Own Equity (Subtopic 815-40): Accounting for Convertible Instruments and Contracts in an Entity’s Own Equity” (“ASU 2020-06”), which simplifies accounting for convertible instruments by removing major separation models required under current GAAP. ASU 2020-06 removes certain settlement conditions that are required for equity contracts to qualify for the derivative scope exception, and it also simplifies the diluted earnings per share calculation in certain areas. ASU 2020-06 is effective for smaller reporting companies for fiscal years beginning after December 15, 2023, including interim periods within those fiscal years. We are currently assessing the impact, if any, that ASU 2020-06 would have on our financial position, results of operations or cash flows.

Our management does not believe that there are any other recently issued, but not yet effective, accounting pronouncements, if currently adopted, would have a material effect on our balance sheet.

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ITEM 3. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK

We are a smaller reporting company as defined in Rule 12b-2 under the Exchange Act. As a result, pursuant to Item 305(e) of Regulation S-K, we are not required to provide the information required by this Item.

ITEM 4. CONTROLS AND PROCEDURES

Evaluation of Disclosure Controls and Procedures

Disclosure controls and procedures are controls and other procedures that are designed to ensure that information required to be disclosed in our reports filed or submitted under the Exchange Act is recorded, processed, summarized and reported within the time periods specified in the SEC’s rules and forms. Disclosure controls and procedures include, without limitation, controls and procedures designed to ensure that information required to be disclosed in company reports filed or submitted under the Exchange Act is accumulated and communicated to management, including our ~~co-~~principal executive ~~officers~~officer and principal accounting and financial officer, to allow timely decisions regarding required disclosure.

Under the supervision and with the participation of our management, including our ~~co-~~principal executive ~~officers~~officer and principal financial and accounting officer, we conducted an evaluation of the effectiveness of our disclosure controls and procedures as of the fiscal quarter ended ~~September~~March 3031, ~~2022~~2023, as such term is defined in Rules 13a-15(e) and 15d-15(e) under the Exchange Act, and concluded our disclosure controls and procedures were not effective due solely to the material weakness in our internal controls over financial reporting primarily for the Company’s accounting ~~for~~and ~~legal~~valuation ~~fees incurred through December 31, 2021, remeasurement~~ of ~~temporary~~complex ~~equity~~financial ~~subject to possible redemption~~instruments, as well as the reconciliation controls that are part of the monthly financial statement close process. Specifically, the operation of the reconciliation process allowed for timing differences for the interest earned on funds held in the Trust Account. The Company determined the control was not operating in a way that would prevent potential future misstatement.

Changes in Internal Control over Financial Reporting

Except as described below, there were no changes in our internal control over financial reporting that occurred during the fiscal quarter ended ~~September~~March 3031, ~~2022~~2023 that have materially affected, or are reasonably likely to materially affect, our internal control over financial reporting.

24We currently are implementing several actions, as described below, to remediate the material weakness. Management is committed to ensuring that our internal controls over financial reporting are designed and operating effectively. Our principal executive officer and principal financial and accounting officer has performed additional review procedures including reviewing historical filings and consulting with subject matter experts related to the accounting for complex agreements. The Company’s management has also retained an additional consultant to provide additional review and subject matter expertise. We believe that the relevant control procedures have been remediated, subject to testing in subsequent periods confirming the performance of these controls.

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We currently are implementing several actions, as described below, to remediate the material weakness. Management is committed to ensuring that our internal controls over financial reporting are designed and operating effectively. Our co-principal executive officers and principal financial officer have performed additional review procedures including reviewing historical filings and consulting with subject matter experts related to the accounting for complex agreements. The Company’s management has also retained an additional consultant to provide additional review and subject matter expertise. We believe that the relevant control procedures have been remediated, subject to testing in subsequent periods confirming the performance of these controls.

The Company’s management has expended, and will continue to expend, a substantial amount of effort and resources for the remediation and improvement of our internal control over financial reporting. While we have processes to properly identify and evaluate the appropriate accounting technical pronouncements and other literature for all significant or unusual transactions, we have improved, and will continue to improve, these processes to ensure that the nuances of such transactions are effectively evaluated in the context of the increasingly complex accounting standards.

The elements of our remediation plan can offer no assurance that these initiatives will ultimately have the intended effects.

PART II - OTHER INFORMATION

ITEM 1. LEGAL PROCEEDINGS

None.

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ITEM 1A. RISK FACTORS

InAs ~~addition~~of to the ~~other~~date ~~information~~of ~~set forth in~~ this Quarterly Report on Form 10-Q, you should carefully consider the risks discussed in our Annual Report. Additional risks and uncertainties not currently known to us or that we currently deem to be immaterial also may materially adversely affect our business, financial condition or future results. There there have been no material changes into the risk factors ~~discussed~~disclosed in our Annual Report, ~~except~~on Form 10-K for the ~~below~~year ~~risk~~ended ~~factor~~December 31, 2022 filed with the SEC on March 31, 2023.

Changes in laws or regulations, or a failure to comply with any laws and regulations, may adversely affect our business, including our ability to negotiate and complete our initial business combination, and results of operations.

We are subject to laws and regulations enacted by national, regional and local governments. In particular, we will be required to comply with certain SEC and other legal requirements. Compliance with, and monitoring of, applicable laws and regulations may be difficult, time consuming and costly. Those laws and regulations and their interpretation and application may also change from time to time and those changes could have a material adverse effect on our business, investments and results of operations. In addition, a failure to comply with applicable laws or regulations, as interpreted and applied, could have a material adverse effect on our business, including our ability to negotiate and complete our initial business combination, and results of operations.

On March 30, 2022, the SEC issued proposed rules relating to, among other items, enhancing disclosures in business combination transactions involving SPACs and private operating companies and increasing the potential liability of certain participants in proposed business combination transactions. These rules, if adopted, whether in the form proposed or in revised form, may materially increase the costs and time required to negotiate and complete an initial business combination and could potentially impair our ability to complete an initial business combination.

ITEM 2. UNREGISTERED SALES OF EQUITY SECURITIES AND USE OF PROCEEDS

OnPrivate ~~October~~Placement ~~26,~~in ~~2021,~~connection wewith ~~consummated our~~ Initial Public Offering of 34,500,000 Units, inclusive of 4,500,000 Units sold to the underwriters upon the underwriters’ election to fully exercise their over-allotment option, at a price of $10.00 per Unit, generating total gross proceeds of $345,000,000. Credit Suisse Securities (USA) LLC and Morgan Stanley & Co. LLC acted as representatives of the underwriters. The securities sold in the offering were registered under the Securities Act on registration statements on Form S-1 (Nos. 333-260096 and 333-260421). The registration statements became effective on October 21, 2021.

25On October 26, 2021, we consummated our Initial Public Offering of 34,500,000 Units, inclusive of 4,500,000 Units sold to the underwriters upon the underwriters’ election to fully exercise their over-allotment option, at a price of $10.00 per Unit, generating total gross proceeds of $345,000,000. Credit Suisse Securities (USA) LLC and Morgan Stanley & Co. LLC acted as representatives of the underwriters. The securities sold in the offering were registered under the Securities Act on registration statements on Form S-1 (Nos. 333-260096 and 333-260421). The registration statements became effective on October 21, 2021. Simultaneously with the consummation of the Initial Public Offering and the full exercise of the over-allotment option, we consummated the Private Placement of 17,025,000 Private Placement Warrants to our Sponsor at a price of $1.00 per Private Placement Warrant, generating total proceeds of $17,025,000. Such securities were issued pursuant to the exemption from registration contained in Section 4(a)(2) of the Securities Act. The Private Placement Warrants are identical to the Public Warrants underlying the Units sold in the Initial Public Offering, except that the Private Placement Warrants are not transferable, assignable or salable until 30 days after the completion of a Business Combination, subject to certain limited exceptions.Of the gross proceeds received from the Initial Public Offering, including the over-allotment option, and the sale of the Private Placement Warrants, $353,625,000 was placed in the Trust Account. For more information on the recent redemption of public shares by the Company in connection with the adoption of the Extension Amendment Proposal, see “Item 2. Management’s Discussion and Analysis of Financial Condition and Results of Operations—Adoption of Extension Amendment Proposal.” We incurred $16,966,617 in transaction costs, including $5,900,000 of underwriting fees, $10,325,000 of deferred underwriting fees and $741,617 of other offering costs in connection with the Initial Public Offering and the Private Placement.

Convertible Promissory Notes

On December 28, 2022, the Company issued the First Convertible Promissory Note to the Sponsor, pursuant to which the Company borrowed $750,000 from the Sponsor for general corporate purposes. Such loan may, at the Sponsor’s discretion, be converted into Working Capital Warrants, with each Working Capital Warrant entitling the Sponsor to purchase one Class A ordinary share at a price of $11.50 per share, subject to the same adjustments applicable to the private placement warrants sold concurrently with the Company’s initial public offering. The First Working Capital Loan will not bear any interest and will be repayable by the Company to the Sponsor, if not converted or repaid on the effective date of an initial business combination. The maturity date of the First Working Capital Loan may be accelerated upon the occurrence of an Event of Default (as defined under the First Convertible Promissory Note). Any Working Capital Warrants issuable upon conversion of the First Convertible Promissory Note will not be registered under 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.

In connection with the adoption of the Extension Amendment Proposal, the Company issued the Second Convertible Promissory Note to the Sponsor on April 20, 2023, pursuant to which the Company may borrow up to $1,440,000 from the Sponsor for general corporate purposes and the funding of the deposits that the Company is required to make pursuant to its amended and restated memorandum and articles of association (as amended following the adoption of the Extension Amendment Proposal at the Company’s extraordinary general meeting of shareholders on April 20, 2023) and following the request of our Sponsor in connection with an optional monthly extension of the time period during which the Company may consummate a Business Combination. Up to $750,000 of such loan may, at the Sponsor’s discretion, be converted into Working Capital Warrants at a conversion price of $1.00 per warrant, with each Working Capital Warrant entitling the Sponsor to purchase one Class A ordinary share at a price of $11.50 per share, subject to the same adjustments applicable to the private placement warrants sold concurrently with the Company’s initial public offering. The Second Working Capital Loan will not bear any interest, and will be repayable by the Company to our 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 a Business Combination. The maturity date of the Second Working Capital Loan may be accelerated upon the occurrence of an Event of Default (as defined under the Second Convertible Promissory Note). Any Working Capital Warrants issuable upon conversion of the Second Convertible Promissory Note will not be registered under 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 the date of this Quarterly Report on Form 10-Q, $360,000 were drawn under the Second Convertible Promissory Note.

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~~Simultaneously~~The ~~with~~foregoing ~~the~~descriptions ~~consummation~~ of the ~~Initial~~Convertible ~~Public~~Notes ~~Offering~~do ~~and~~not ~~the~~purport ~~full~~to ~~exercise~~be ofcomplete ~~the~~and ~~over-allotment~~are ~~option,~~qualified wein ~~consummated~~their ~~the~~entirety ~~Private~~by ~~Placement~~the ofterms ~~17,025,000~~and ~~Private~~conditions ~~Placement Warrants to our Sponsor at a price~~ of ~~$1.00~~the ~~per~~respective ~~Private~~Convertible ~~Placement Warrant~~Notes, ~~generating~~which ~~total~~are ~~proceeds~~attached ofthis ~~$17,025,000.~~Quarterly ~~Such~~Report ~~securities~~on ~~were~~Form ~~issued~~10-Q ~~pursuant~~as toExhibit 10.8 ~~the~~and ~~exemption~~Exhibit ~~from registration contained in Section 4(a)(2) of the Securities Act~~10.9.

~~The~~Use Private Placement Warrants are identical to the Public Warrants underlying the Units sold in the Initial Public Offering, except that the Private Placement Warrants are not transferable, assignable or salable until 30 days after the completion of ~~a Business Combination, subject to certain limited exceptions.~~Proceeds

OfExcept for the ~~gross~~planned ~~proceeds~~use ~~received~~of the proceeds from the ~~Initial~~First ~~Public~~Convertible ~~Offering,~~Promissory ~~including~~Note and the ~~over-allotment~~Second ~~option~~Convertible Promissory Note described above, ~~and~~there has been no material change in the ~~sale~~planned use of the proceeds from the Initial Public Offering and Private Placement ~~Warrants,~~as ~~$353,625,000~~is ~~was~~described ~~placed~~ in the ~~Trust~~Company’s ~~Account~~final prospectus relating to its Initial Public Offering.

WeNo ~~incurred~~underwriting ~~$16,966,617~~discounts inor ~~transaction~~commissions ~~costs,~~were ~~including~~paid ~~$5,900,000~~with ofrespect ~~underwriting~~to ~~fees,~~the ~~$10,325,000~~sales of ~~deferred~~the ~~underwriting~~Class ~~fees~~B ~~and~~ordinary ~~$741,617~~shares ofor ~~other~~the ~~offering~~Private ~~costs~~Placement inWarrants ~~connection~~or ~~with~~any ~~the~~of ~~Initial Public Offering and~~ the ~~Private~~Convertible ~~Placement~~Notes.

For a description of the use of the proceeds generated in our Initial Public Offering, see Part I, Item 2 of this Form 10-Q.

ITEM 3. DEFAULTS UPON SENIOR SECURITIES

None.

ITEM 4. MINE SAFETY DISCLOSURES

Not applicable.

ITEM 5. OTHER INFORMATION

None.

2631

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ITEM 6. EXHIBITS

The following exhibits are filed as part of, or incorporated by reference into, this Quarterly Report on Form 10-Q.

No.		Description of Exhibit
3.1		Amended and Restated Memorandum and Articles of Association(1)
4.1		Specimen Unit Certificate(2)
3.2		Amendment to Amended and Restated Memorandum and Articles of Association.(2)
4.2		Specimen Class A Ordinary Share Certificate(2)
4.1		Specimen Unit Certificate(3)
4.3		Specimen Warrant Certificate(2)
4.2		Specimen Class A Ordinary Share Certificate(3)
4.3		Specimen Warrant Certificate(3)
4.4		Warrant Agreement between Continental and the Company(1)
4.5		Description of Securities(45)
10.1		Investment Management Trust Agreement between Continental and the Company(1)
10.2		Registration and Shareholder Rights Agreement by and among the Company, the Sponsor and certain shareholders of the Company(1)
10.3		Private Placement Warrants Purchase Agreement by and between the Company and the Sponsor(1)
10.4		Administrative Services Agreement by and between the Company and the Sponsor(1)
10.5		Letter Agreement by and among the Company, the Sponsor and the officers and directors of the Company(1)
10.6		Form of Indemnity Agreement(1)
10.7		~~Promissory~~Securities ~~Note~~Subscription Agreement between the Company and the Sponsor(34)
10.8		~~Securities~~Convertible ~~Subscription~~Promissory ~~Agreement~~Note, ~~between~~dated ~~the~~December ~~Company~~28, 2022 and ~~the~~issued ~~Sponsor~~to Iconic Sports Management LLC.(36)
31.1*		Certification of Principal Executive Officer Pursuant to Securities Exchange Act Rules 13a-14(a) and 15(d)-14(a), as adopted Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002
10.9		Convertible Promissory Note, dated April 20, 2023 and issued to Iconic Sports Management LLC.(2)
31.2*		Certification of Principal Financial Officer Pursuant to Securities Exchange Act Rules 13a-14(a) and 15(d)-14(a), as adopted Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002
31.1*		Certification of Principal Executive Officer and Principal Financial and Accounting Officer Pursuant to Securities Exchange Act Rules 13a-14(a) and 15(d)-14(a), as adopted Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002
32.1**		Certification of Principal Executive Officer and Principal Financial and Accounting Officer Pursuant to 18 U.S.C. Section 1350, as adopted Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002
32.2**		Certification of Principal Financial Officer Pursuant to 18 U.S.C. Section 1350, as adopted Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002
101.INS*		Inline XBRL Instance Document - the instance document does not appear in the Interactive Data File because XBRL tags are embedded within the Inline XBRL document
101.INS		Inline XBRL Instance Document - the instance document does not appear in the Interactive Data File because XBRL tags are embedded within the Inline XBRL document
101.SCH*		Inline XBRL Taxonomy Extension Schema Document
101.CAL*		Inline XBRL Taxonomy Extension Calculation Linkbase Document
101.DEF*		Inline XBRL Taxonomy Extension Definition Linkbase Document
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*Filed herewith.

**	Furnished.

(1)	Previously filed as an exhibit to our Current Report on Form 8-K filed on October 27, 2021 and incorporated by reference herein.

(2) Previously filed as an exhibit to our ~~Registration~~Current ~~Statement~~Report on Form S8-1K filed on ~~October~~April 1224, ~~2021~~2023 and incorporated by reference herein.

(3) Previously filed as an exhibit to our Registration Statement on Form S-1 filed on October 612, 2021 and incorporated by reference herein.

(4) Previously filed as an exhibit to our ~~Annual~~Registration ~~Report~~Statement on Form 10S-K1 filed on ~~March~~October 316, ~~2022~~2021 and incorporated by reference herein.

(5)	Previously filed as an exhibit to our Annual Report on Form 10-K filed on March 31, 2023 and incorporated by reference herein.

(6)	Previously filed as an exhibit to our Current Report on Form 8-K filed on December 30, 2022 and incorporated by reference herein.

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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.

	ICONIC SPORTS ACQUISITION CORP.
Dated: November 10, 2022	By:	/s/ Fausto Zanetton
Dated: May 18, 2023	By:	/s/ Fausto Zanetton
		Name:	Fausto Zanetton
		Title:	~~Co-~~Chief Executive Officer and Chief Financial Officer
			(Principal Financial and Accounting Officer)

Dated: November 10, 2022	By:	/s/ Gianluca Vialli
		Name:	Gianluca Vialli
		Title:	Co-Chief Executive Officer
			(Principal Executive Officer)

Filing Compare · Iconic Sports Acquisition Corp.