--- schema_version: "secwatch.filing_event.v1" accession: "0001104659-23-049078" form_type: "8-K" ticker: null cik: "0001858351" company_name: "Iconic Sports Acquisition Corp." filed_at: "2023-04-24T23:59:59+00:00" generated_at: "2026-06-16T19:36:20.034429+00:00" event_type: "other_material" sentiment: "negative" materiality_score: 0.75 calibrated_materiality_score: 0.75 confidence: "high" source: SEC EDGAR --- # Iconic Sports shareholders approve extension; $222.5M redeemed, 58% of shares ## Summary - Extension of business combination deadline from Apr 26 to Jul 26, 2023, with optional monthly extensions to Apr 2024. - Redemption limitation removed, enabling redemption of 21.1M shares at ~$10.53/share for ~$222.5M. - Sponsor provided up to $1.44M convertible note; $360K drawn for trust deposit, converts to warrants at $1.00. - Votes: 33.1M for, 2.8M against for both proposals; adjournment not needed. - Note matures upon business combination; up to $750K may convert to private-placement-like warrants. ## SEC filing metadata - accession: 0001104659-23-049078 - form_type: 8-K - cik: 0001858351 - company_name: Iconic Sports Acquisition Corp. - filed_at: 2023-04-24T23:59:59+00:00 - event_type: other_material - sentiment: negative - materiality_score: 0.75 - calibrated_materiality_score: 0.75 - confidence: high - sec_items: 2.03, 5.03, 5.07, 9.01 - EDGAR index: https://www.sec.gov/Archives/edgar/data/1858351/000110465923049078/0001104659-23-049078-index.htm - EDGAR primary document: https://www.sec.gov/Archives/edgar/data/1858351/000110465923049078/tm2313319d1_8k.htm ## Machine-readable alternates - HTML: https://secwatch.observer/filing/0001104659-23-049078 - JSON: https://secwatch.observer/filing/0001104659-23-049078.json - Plain text: https://secwatch.observer/filing/0001104659-23-049078.txt ## Key facts - Debt Financings Iconic Sports Acquisition Corp. incurred loan of $360,000 initial loan, and up to an additional $1,080,000 in nine equal monthly installments with Iconic Sports Management LLC (the Sponsor) or its affiliates, members or third-party designees at Not specified maturing Upon consummation of business combination or liquidation (no specific maturity date). - Instrument: loan - Principal: $360,000 initial loan, and up to an additional $1,080,000 in nine equal monthly installments - Counterparty: Iconic Sports Management LLC (the Sponsor) or its affiliates, members or third-party designees - Rate: Not specified - Maturity: Upon consummation of business combination or liquidation (no specific maturity date) - Event: incurrence source text: Item 2.03. Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement or a Registrant. As disclosed in the definitive proxy statement filed by Iconic Sports Acquisition Corp., a Cayman Islands exempted Company (“ Iconic ”) with the U.S. Securities and Exchange Commission (the “ SEC ”) on April 6, 2023 (the “ Extension Proxy Statement ”), relating to the extraordinary general meeting of shareholders of Iconic (the “ Extension Meeting ”), Iconic Sports Management LLC, a Cayman Islands limited liability company (the “ Sponsor ”), agreed that if the Extension Amendment Proposal (as defined below) was approved, it or one or more of its affiliates, members or third-party designees (the “ Lender ”) will contribute to Iconic as a loan $360,000 to be deposited into the trust account established in connection with Iconic’s initial public offering (the “ Trust Account ”). In addition, in the event Iconic does not consummate an initial business combination (a evidence_url: https://www.sec.gov/Archives/edgar/data/1858351/000110465923049078/0001104659-23-049078-index.htm - Governance Changes Iconic Sports Acquisition Corp.: On April 20, 2023, Iconic Sports Acquisition Corp. amended its amended and restated memorandum and articles of association to extend the deadline to consummate a business combination from April 26, 2023 to July 26, 2023 with the option for monthly extensions up to April 26, 2024, and to eliminate th (effective 2023-04-20). - Change: charter amendment - Effective: 2023-04-20 source text: Item 5.03 Amendments to Articles of Association. On April 20, 2023, Iconic held the Extension Meeting to approve an amendment to Iconic’s amended and restated memorandum and articles of association (the “ Articles Amendment ”) (i) to extend the date (the “Termination Date”) by which Iconic has to consummate a Business Combination (the “Articles Extension”) from April 26, 2023 to July 26, 2023 (the “ Articles Extension Date ”) and to allow Iconic, without another shareholder vote, to elect to extend the Termination Date to consummate a Business Combination on a monthly basis for up to nine times by an additional one month each time after the Articles Extension Date, by resolution of Iconic’s board of directors, if requested by the Sponsor, in writing and upon five days’ advance notice prior to the applicable 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 “ evidence_url: https://www.sec.gov/Archives/edgar/data/1858351/000110465923049078/0001104659-23-049078-index.htm - Shareholder Votes Iconic Sports Acquisition Corp. shareholders approved Extension Amendment Proposal at the 2023-04-20 meeting. - Proposal: charter amendment - Outcome: passed - Meeting: 2023-04-20 source text: The voting results for the Extension Amendment Proposal were as follows: The Extension Amendment Proposal For Against Abstain 33,135,294 2,789,466 1 evidence_url: https://www.sec.gov/Archives/edgar/data/1858351/000110465923049078/0001104659-23-049078-index.htm - Shareholder Votes Iconic Sports Acquisition Corp. shareholders approved Redemption Limitation Amendment Proposal at the 2023-04-20 meeting. - Proposal: charter amendment - Outcome: passed - Meeting: 2023-04-20 source text: The voting results for the Redemption Limitation Amendment Proposal were as follows: The Redemption Limitation Amendment Proposal For Against Abstain 33,135,294 2,789,466 1 evidence_url: https://www.sec.gov/Archives/edgar/data/1858351/000110465923049078/0001104659-23-049078-index.htm This AI-assisted summary is a reading aid. Review the linked SEC EDGAR filing before relying on any specific claim.