tm2310623-2_def14a - none

LETTER TO SHAREHOLDERS OF ICONIC SPORTS ACQUISITION CORP.

190 Elgin Avenue
George Town, Grand Cayman
KY1-9008
Cayman Islands

Dear Iconic Sports Acquisition Corp. Shareholder:

You are cordially invited to attend an extraordinary general meeting of Iconic Sports Acquisition Corp., a Cayman Islands exempted company (“Iconic Sports”), which will be held on April 20, 2023 at 11:00 a.m., Eastern Time, at the offices of Kirkland & Ellis LLP located at 601 Lexington Avenue, New York, New York 10022, and via a virtual meeting, or at such other time, on such other date and at such other place to which the meeting may be postponed or adjourned (the “Shareholder Meeting”).

The Shareholder Meeting will be conducted via live webcast, but the physical location of the Shareholder Meeting will remain at the location specified above for the purposes of our amended and restated memorandum and articles of association (the “Memorandum and Articles of Association”). If you wish to attend the Shareholder Meeting in person, you must reserve your attendance at least two business days in advance of the initially scheduled Shareholder Meeting by contacting Iconic Sports’ Chief Executive Officer at contact@iconicsportsacq.com by 11:00 a.m. Eastern Time, on April 18, 2023. You will be able to attend the Shareholder Meeting online, vote and submit your questions during the Shareholder Meeting by visiting https://www.cstproxy.com/iconicsportsacq/2023.

The accompanying notice of the Shareholder Meeting and proxy statement describe the business Iconic Sports will conduct at the Shareholder Meeting (unless Iconic Sports determines that it is not necessary to hold the Shareholder Meeting as described in the accompanying proxy statement) and provide information about Iconic Sports that you should consider when you vote your shares. As more fully described in the accompanying proxy statement, which is dated April 6, 2023, and is first being mailed to shareholders on or about that date, the Shareholder Meeting will be held for the purpose of considering and voting on the following proposals:

Proposal No. 1 — Extension Amendment Proposal — To amend, by way of special resolution, Iconic Sports’ Memorandum and Articles of Association to give Iconic Sports the option to extend the date (the “Termination Date”) by which it has to consummate a business combination (the “Articles Extension”) to the later of: (A) April 26, 2023 (or July 26, 2023, by resolution of the Iconic Sports’ board (the “Board”) if requested by the Sponsor in connection with a deposit into trust of $3,450,000 ($0.10 per Ordinary Share), as provided for in Article 169 of the Memorandum and Articles of Association and the final prospectus of Iconic Sports’ Initial Public Offering (as defined herein)) (in any case, such date being referred to herein as the “Original Termination Date”); or (B) July 26, 2023 (the “Articles Extension Date”) and to allow Iconic Sports, 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 Board, if requested by Iconic Sports Management LLC, a Cayman Islands limited liability company (the “Sponsor”), 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 the Original Termination Date of April 26, 2023, unless the closing of a business combination shall have occurred prior thereto (the “Extension Amendment Proposal”);

Proposal No. 2 — Redemption Limitation Amendment Proposal — To amend, by way of special resolution, Iconic Sports’ Memorandum and Articles of Association to eliminate from the Memorandum and Articles of Association the limitation that Iconic Sports may not redeem Public Shares (as defined below) to the extent that such redemption would result in Iconic Sports 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 Iconic Sports to redeem Public Shares irrespective of whether such redemption would exceed the Redemption Limitation (the “Redemption Limitation Amendment,” and such proposal the “Redemption Limitation Amendment Proposal”); and

TABLE OF CONTENTS

Proposal No. 3 — Adjournment Proposal — To adjourn, by way of an ordinary resolution, the Shareholder Meeting to a later date or dates, if necessary, (i) to permit further solicitation and vote of proxies if, based upon the tabulated vote at the time of the Shareholder Meeting, there are insufficient Class A ordinary shares, par value $0.0001 per share, and Class B ordinary shares, par value $0.0001 per share, in the capital of Iconic Sports represented (either in person or by proxy) at the Shareholder Meeting to approve the Extension Amendment Proposal or the Redemption Limitation Amendment Proposal; (ii) to constitute a quorum necessary to conduct business to vote on the Extension Amendment Proposal or the Redemption Limitation Amendment at the Shareholder Meeting; or (iii) if the holders of Public Shares have elected to redeem an amount of shares in connection with the Extension Amendment Proposal or the Redemption Limitation Amendment Proposal such that Iconic Sports would not adhere to the continued listing requirements of the New York Stock Exchange (the “Adjournment Proposal”).

Each of the Extension Amendment Proposal, the Redemption Limitation Amendment Proposal and the Adjournment Proposal is more fully described in the accompanying proxy statement. Please take the time to read carefully each of the proposals in the accompanying proxy statement before you vote.

The purpose of the Extension Amendment Proposal is to allow Iconic Sports additional time to complete an initial business combination (a “Business Combination”). You are not being asked to vote on a Business Combination at this time.

The Memorandum and Articles of Association provide that Iconic Sports has until the Original Termination Date to complete its initial Business Combination. The Board has determined that it is in the best interests of Iconic Sports to seek an extension of the Termination Date and have Iconic Sports’ shareholders approve the Extension Amendment Proposal to allow for a period of additional time to consummate a Business Combination. Without the Articles Extension, Iconic Sports believes that Iconic Sports may not be able to complete a Business Combination on or before the Termination Date. If that were to occur, Iconic Sports would be precluded from completing a Business Combination and would be forced to liquidate.

If the Extension Amendment Proposal is approved and the Articles Extension becomes effective, within ten (10) business days of the date of the Shareholder Meeting, the Sponsor (or one or more of its affiliates, members or third-party designees) (the “Lender”) shall make a deposit into the Trust Account (as defined below) of $360,000 in exchange for a non-interest bearing, unsecured convertible promissory note issued by Iconic Sports to the Lender. In addition, if the Extension Amendment Proposal is approved and the Articles Extension becomes effective, in the event that Iconic Sports has not consummated a Business Combination by July 26, 2023, without approval of Iconic Sports’ public shareholders, Iconic Sports may, by resolution of the Board, 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 Lender will deposit $120,000 into the Trust Account within five (5) business days of the applicable Termination Date for each such monthly extension, for an aggregate deposit of up to $1,080,000 (if all nine additional monthly extensions are exercised), in exchange for a non-interest bearing, unsecured convertible promissory note issued by Iconic Sports to the Lender. With respect to the 5,000,000 Units (as defined herein) 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 Lender 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 Lender, 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. If Iconic Sports completes a Business Combination, it will, at the option of the Lender, repay the amounts loaned under the convertible promissory note or convert a portion or all of the amounts loaned under such convertible promissory note into warrants, which warrants will be identical to the Private Placement Warrants (as defined below) issued to the Sponsor in connection with the Initial

TABLE OF CONTENTS

Public Offering. If Iconic Sports does not complete a Business Combination by the applicable Termination Date, such convertible promissory note will be repaid only from funds held outside of the Trust Account or will be forfeited, eliminated or otherwise forgiven.

The purpose of the Redemption Limitation Amendment Proposal is to eliminate from the Memorandum and Articles of Association the Redemption Limitation in order to allow Iconic Sports to redeem Public Shares, irrespective of whether such redemption would exceed the Redemption Limitation. The Board believes it is in the best interests of Iconic Sports and its shareholders for Iconic Sports to be allowed to effect redemptions irrespective of the Redemption Limitation.

As contemplated by the Memorandum and Articles of Association, the holders of Iconic Sports’ Class A ordinary shares, par value $0.0001 per share (the “Class A Ordinary Shares”), issued as part of the units (the “Units”) sold in Iconic Sports’ initial public offering (the “Public Shares”) may elect to redeem all or a portion of their Public Shares in exchange for their pro rata portion of the funds held in a trust account (the “Trust Account”) established to hold a portion of the proceeds of the initial public offering (the “Initial Public Offering”) and the concurrent sale of the private placement warrants (the “Private Placement Warrants”), if either the Articles Extension or the Redemption Limitation Amendment is implemented (the “Redemption”), regardless of how such public shareholders vote in regard to the Extension Amendment Proposal or the Redemption Limitation Amendment Proposal. If the Extension Amendment Proposal or the Redemption Limitation Amendment Proposal is approved by the requisite vote of shareholders, the holders of Public Shares remaining after the Redemption will retain their right to redeem their Public Shares for their pro rata portion of the funds available in the Trust Account upon consummation of a Business Combination or if Iconic Sports does not complete a Business Combination by the Articles Extension Date.

In the event that the Redemption Limitation Amendment Proposal is not approved and we receive notice of redemptions of Public Shares approaching or in excess of the Redemption Limitation, we and/or the Sponsor may take action to increase our net tangible assets to avoid exceeding the Redemption Limitation, which may include, at our and our Sponsor’s option and in our and its sole discretion, any, several or all of the following actions: (a) attempting to secure waivers of certain of our significant liabilities, including the deferred underwriting fees, and (b) entering into non-redemption agreements with certain of our significant shareholders. If the Redemption Limitation Amendment Proposal is not approved and the Redemption Limitation is exceeded, either because we do not take action to increase our net tangible assets or because our attempt to do so is not successful, then we will not proceed with the Articles Extension and we will not redeem any Public Shares. In such case, Public Shares which a public shareholder elects to redeem but which are not redeemed shall be returned to such public shareholder or such public shareholder’s account and such public shareholder will retain the right to have their Public Shares redeemed for cash if Iconic Sports has not completed an initial Business Combination by the Termination Date.

On April 5, 2023, the most recent practicable date prior to the date of the accompanying proxy statement, the redemption price per share was approximately $10.51, based on the aggregate amount on deposit in the Trust Account of approximately $362,716,049.58 as of April 5, 2023 (including interest not previously released to Iconic Sports to pay its taxes and up to $100,000 of interest not released to Iconic Sports to pay dissolution expenses), divided by the total number of then outstanding Public Shares. The Redemption price per share will be calculated based on the aggregate amount on deposit in the Trust Account, including interest earned on the funds held in the Trust Account (which interest shall be net of taxes paid or payable) two business days prior to the Shareholder Meeting. The closing price of the Class A Ordinary Shares on the New York Stock Exchange on April 5, 2023 was $10.51. Accordingly, if the market price of the Class A Ordinary Shares were to remain the same until the date of the Shareholder Meeting, exercising redemption rights would not result in a public shareholder receiving more or less per share than if the shares were sold in the open market (based on the per share redemption price as of April 5, 2023). Iconic Sports cannot assure shareholders that they will be able to sell their Class A Ordinary Shares in the open market, even if the market price per share is lower than the redemption price stated above, as there may not be sufficient liquidity in its securities when such shareholders wish to sell their shares. Iconic Sports believes that such redemption right enables its public shareholders to determine whether to sustain their investments for an additional period if Iconic Sports does not complete a Business Combination on or before the Termination Date.

TABLE OF CONTENTS

If the Extension Amendment Proposal is not approved, and a Business Combination is not completed on or before the Termination Date, Iconic Sports: (A) may, prior to April 26, 2023, extend the date by which it has to consummate a Business Combination to July 26, 2023, by resolution of the Board and if requested by the Sponsor in connection with a deposit into trust of $3,450,000 ($0.10 per Ordinary Share), as provided for in Article 169 of the Memorandum and Articles of Association and the final prospectus of Iconic Sports’ Initial Public Offering, or (B) 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 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 on the funds held in the Trust Account and not previously released to Iconic Sports to pay its taxes, if any (less up to $100,000 of interest to pay dissolution expenses) divided by the number of the then-outstanding Public Shares, which redemption will completely extinguish public shareholders’ rights as shareholders (including the right to receive further liquidation distributions, if any); and (iii) as promptly as reasonably possible following such redemption, subject to the approval of Iconic Sports’ remaining shareholders and the Board, liquidate and dissolve, subject in each case to Iconic Sports’ obligations under Cayman Islands law to provide for claims of creditors and the requirements of other applicable law. There will be no distribution from the Trust Account with respect to Iconic Sports’ warrants, which will expire worthless in the event Iconic Sports dissolves and liquidates the Trust Account.

Subject to the foregoing, the approval of each of the Extension Amendment Proposal and the Redemption Limitation Amendment Proposal requires a special resolution under Cayman Islands law, being the affirmative vote of at least a two-thirds (2/3) majority of the votes cast by the holders of Class A Ordinary Shares and Class B ordinary shares, par value $0.0001 per share (the “Class B Ordinary Shares” and together with the Class A Ordinary Shares, the “Ordinary Shares”), voting as a single class, who are present in person or represented by proxy and entitled to vote thereon at the Shareholder Meeting.

Approval of the Adjournment Proposal requires an ordinary resolution under Cayman Islands law, being the affirmative vote of at least a majority of the votes cast by the holders of the issued Ordinary Shares, voting as a single class, who are present in person or represented by proxy and entitled to vote thereon at the Shareholder Meeting. The Adjournment Proposal will only be put forth for a vote if there are not sufficient votes to approve the Extension Amendment Proposal and the Redemption Limitation Amendment Proposal at the Shareholder Meeting or if due to redemptions in connection with the Extension Amendment Proposal and the Redemption Limitation Amendment Proposal, Iconic Sports would not adhere to the continued listing requirements of the New York Stock Exchange.

The Board has fixed the close of business on April 3, 2023 as the date for determining Iconic Sports’ shareholders entitled to receive notice of and vote at the Shareholder Meeting and any adjournment thereof. Only holders of record of Ordinary Shares on that date are entitled to have their votes counted at the Shareholder Meeting or any adjournment thereof.

Iconic Sports believes that it is in the best interests of Iconic Sports’ shareholders that Iconic Sports obtains the Articles Extension and the Redemption Limitation Amendment. After careful consideration of all relevant factors, the Board has determined that the Extension Amendment Proposal, the Redemption Limitation Amendment Proposal and, if presented, the Adjournment Proposal are in the best interests of Iconic Sports and its shareholders, has declared it advisable and recommends that you vote or give instruction to vote “FOR” the Extension Amendment proposal, “FOR” the Redemption Limitation Amendment Proposal and, if presented, “FOR” the Adjournment Proposal.

Your vote is very important. Whether or not you plan to attend the Shareholder Meeting, please vote as soon as possible by following the instructions in the accompanying proxy statement to make sure that your shares are represented and voted at the Shareholder Meeting. If you hold your shares in “street name” through a bank, broker or other nominee, you will need to follow the instructions provided to you by your bank, broker or other nominee to ensure that your shares are represented and voted at the Shareholder Meeting. The approval of each of the Extension Amendment Proposal and the Redemption Limitation Amendment Proposal requires a special resolution under Cayman Islands law, being the affirmative vote of at least a two-thirds (2/3) majority of the votes cast by the holders of the issued Ordinary Shares, voting as a single class, who are present in person or represented by proxy and entitled to vote thereon at the Shareholder Meeting. If presented, approval of the Adjournment Proposal requires an ordinary resolution under Cayman Islands law, being the affirmative vote of at least a majority of the votes cast by the holders of the issued Ordinary Shares, voting as a single class, who

TABLE OF CONTENTS

are present in person or represented by proxy and entitled to vote thereon at the Shareholder Meeting. Accordingly, if you fail to vote in person or by proxy at the Shareholder Meeting, your shares will not be counted for the purposes of determining whether the Extension Amendment Proposal, the Redemption Limitation Amendment Proposal and, if presented, the Adjournment Proposal are approved by the requisite majorities.

If you sign, date and return your proxy card without indicating how you wish to vote, your proxy will be voted “FOR” each of the proposals presented at the Shareholder Meeting. If you fail to return your proxy card or fail to instruct your bank, broker or other nominee how to vote, and do not attend the Shareholder Meeting in person, the effect will be that your shares will not be counted for purposes of determining whether a quorum is present at the Shareholder Meeting but will otherwise not have any effect on whether the proposals are approved. If you are a shareholder of record and you attend the Shareholder Meeting and wish to vote in person, you may withdraw your proxy and vote in person.

TO EXERCISE YOUR REDEMPTION RIGHTS, YOU MUST DEMAND IN WRITING THAT YOUR CLASS A ORDINARY SHARES ARE REDEEMED FOR A PRO RATA PORTION OF THE FUNDS HELD IN THE TRUST ACCOUNT AND TENDER YOUR SHARE CERTIFICATES (IF ANY) AND ANY OTHER REDEMPTION FORMS TO ICONIC SPORTS’ TRANSFER AGENT AT LEAST TWO BUSINESS DAYS PRIOR TO THE INITIALLY SCHEDULED DATE OF THE SHAREHOLDER MEETING. IN ORDER TO EXERCISE YOUR REDEMPTION RIGHT, YOU NEED TO IDENTIFY YOURSELF AS A BENEFICIAL HOLDER AND PROVIDE YOUR LEGAL NAME, PHONE NUMBER AND ADDRESS IN YOUR WRITTEN DEMAND. YOU MAY TENDER YOUR SHARE CERTIFICATES BY EITHER DELIVERING YOUR SHARE CERTIFICATE TO THE TRANSFER AGENT OR BY DELIVERING YOUR SHARE CERTIFICATES ELECTRONICALLY USING THE DEPOSITORY TRUST COMPANY’S DWAC (DEPOSIT WITHDRAWAL AT CUSTODIAN) SYSTEM. IF YOU HOLD THE SHARES IN STREET NAME, YOU WILL NEED TO INSTRUCT THE ACCOUNT EXECUTIVE AT YOUR BANK OR BROKER TO WITHDRAW THE SHARES FROM YOUR ACCOUNT IN ORDER TO EXERCISE YOUR REDEMPTION RIGHTS.

Enclosed is the proxy statement containing detailed information about the Shareholder Meeting, the Extension Amendment Proposal, the Redemption Limitation Amendment Proposal and the Adjournment Proposal. Whether or not you plan to attend the Shareholder Meeting, Iconic Sports urges you to read this material carefully and vote your shares.

By Order of the Board of Directors of Iconic Sports Acquisition Corp.

/s/ James G. Dinan

James G. Dinan
Director

TABLE OF CONTENTS

ICONIC SPORTS ACQUISITION CORP.

190 Elgin Avenue
George Town, Grand Cayman
KY1-9008
Cayman Islands

NOTICE OF AN EXTRAORDINARY GENERAL MEETING OF SHAREHOLDERS
OF ICONIC SPORTS ACQUISITION CORP.
TO BE HELD ON APRIL 20, 2023

To the Shareholders of Iconic Sports Acquisition Corp.:

NOTICE IS HEREBY GIVEN that an extraordinary general meeting of the shareholders of Iconic Sports Acquisition Corp., a Cayman Islands exempted company (“Iconic Sports”), will be held on April 20, 2023 at 11:00 a.m., Eastern Time (the “Shareholder Meeting”), at the offices of Kirkland & Ellis LLP located at 601 Lexington Avenue, New York, New York 10022, and via a virtual meeting, or at such other time, on such other date and at such other place to which the meeting may be postponed or adjourned (the “Shareholder Meeting”).

You are cordially invited to attend the Shareholder Meeting that will be held for the purpose of considering and voting on (i) an extension amendment proposal to amend, by way of special resolution, the Memorandum and Articles of Association to extend the date (the “Termination Date”) by which Iconic Sports has to consummate a business combination (the “Articles Extension”) from April 26, 2023 (or July 26, 2023, by resolution of the Iconic Sports’ board (the “Board”) if requested by the Sponsor in connection with a deposit into trust of $3,450,000 ($0.10 per Ordinary Share), as provided for in Article 169 of the Memorandum and Articles of Association and the final prospectus of Iconic Sports’ Initial Public Offering (as defined herein)) (in any case, such date being referred to herein as the “Original Termination Date”) to July 26, 2023 (the “Articles Extension Date”) and to allow Iconic Sports, 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 Sports’ board of directors (the “Board”), if requested by Iconic Sports Management LLC, a Cayman Islands limited liability company (the “Sponsor”), 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 the Original Termination Date of April 26, 2023, unless the closing of a Business Combination shall have occurred prior thereto (the “Extension Amendment Proposal”); (ii) a redemption limitation amendment proposal to amend, by way of special resolution, the Memorandum and Articles of Association to remove the limitation that Iconic Sports may not redeem Public Shares (as defined below) to the extent that such redemption would result in Iconic Sports 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 Iconic Sports to redeem Public Shares, irrespective of whether such redemption would exceed the Redemption Limitation (the “Redemption Limitation Amendment,” and such proposal, the “Redemption Limitation Amendment Proposal”) and (iii) an adjournment proposal to adjourn, by way of an ordinary resolution, the Shareholder 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 Shareholder Meeting, there are insufficient Iconic Sports ordinary shares represented (either in person or by proxy) at the Shareholder 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

TABLE OF CONTENTS

Redemption Limitation Amendment at the Shareholder Meeting, or (c) if the holders of Public Shares have elected to redeem an amount of shares in connection with the Extension Amendment Proposal or the Redemption Limitation Amendment Proposal such that Iconic Sports would not adhere to the continued listing requirements of the New York Stock Exchange (the “Adjournment Proposal”) (unless Iconic Sports determines that it is not necessary to hold the Shareholder Meeting as described in the accompanying proxy statement), each as more fully described below in the accompanying proxy statement, which is dated April 6, 2023 and is first being mailed to shareholders on or about that date.

The full text of the proposals to be voted upon at the Shareholder Meeting is as follows:

Proposal No. 1 — The Extension Amendment Proposal — RESOLVED, as a special resolution that:

Article 169 of Iconic Sports’ Amended and Restated Memorandum and Articles of Association be deleted in its entirety and replaced with the following new Article 169:

“(a) In the event that the Company does not consummate a Business Combination by the later of:

(I) eighteen (18) months after the closing of the IPO (or twenty-one (21) months (comprising one three (3) month extension) from the consummation of the IPO, if the Company extends the period of time to consummate an initial Business Combination, by a resolution of the Directors, as described in the prospectus relating to the IPO); or

(II) July 26, 2023 (or April 26, 2024, if applicable and if the procedures under the provisions of Article 169(b) are followed); or

(III) such later time as the Members of the Company may approve in accordance with the Articles or a resolution of the Company’s Members is passed pursuant to the Companies Act to commence the voluntary liquidation of the Company prior to the consummation of a Business Combination for any reason (in any of the previous cases described in Article 169(a)(I), (II) or (III), such date being referred to as the “Termination Date”),

the Company shall: (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 the Public Shares, at a per-Share price, payable in cash, equal to the aggregate amount then on deposit in the Trust Fund, including interest earned on the Trust Fund and not previously released to the Company to pay income taxes, if any, (less up to $100,000 of interest to pay dissolution expenses), divided by the number of Public Shares then in issue, which redemption will completely extinguish public Members’ rights as Members (including the right to receive further liquidation distributions, if any); and (iii) as promptly as reasonably possible following such redemption, subject to the approval of the Company’s remaining Members and the Directors, liquidate and dissolve, subject in the case of sub-articles (ii) and (iii), to its obligations under Cayman Islands law to provide for claims of creditors and in all cases subject to the other requirements of applicable law.

TABLE OF CONTENTS

designees) (the “Lender”) will deposit US$120,000 into the Trust Account for each such monthly extension, for an aggregate deposit of up to US$1,080,000 (if all nine additional monthly extensions are exercised), in exchange for a non-interest bearing, unsecured convertible promissory note issued by the Company to the Lender. If the Company completes a Business Combination, it will, at the option of the Lender, repay the amounts loaned under the convertible promissory note or convert a portion or all of the amounts loaned under such convertible promissory note into warrants, which warrants will be identical to the private placement warrants issued to the Sponsor at the time of the IPO. If the Company does not complete a Business Combination by the applicable Termination Date, such convertible promissory note will be repaid only from funds held outside of the Trust Account or will be forfeited, eliminated or otherwise forgiven.

(c)

If any amendment is made:

(I) to Article 169 that would affect the substance or timing of the Company’s obligation to redeem 100% of the Public Shares if the Company:

(A) has not consummated an initial Business Combination within eighteen (18) months after the date of the closing of the IPO (or twenty-one (21) months (comprising one three (3) month extension) from the consummation of the IPO, if the Company extends the period of time to consummate an initial Business Combination, by a resolution of the Directors, as described in the prospectus relating to the IPO and provided for in Article 169(a)(I));

(B) has not consummated an initial Business Combination within twenty-one (21) months after the date of the closing of the IPO (or up to thirty (30) months, if applicable and if the procedures under the provisions of Article 169(b) are followed); or

(C) such later time as the Members of the Company may approve in accordance with the Articles or a resolution of the Company’s Members is passed pursuant to the Companies Act to commence the voluntary liquidation of the Company prior to the consummation of a Business Combination for any reasons; or

(II) to any other provisions of these Articles relating to the rights of holders of Class A Shares,

each holder of Public Shares who is not a Founder, Officer or Director shall be provided with the opportunity to redeem their Public Shares upon the approval of any such amendment at a per-Share price, payable in cash, equal to the aggregate amount then on deposit in the Trust Fund, including interest earned on the Trust Fund and not previously released to the Company to pay our income taxes, if any, (less up to $100,000 of interest to pay dissolution expenses), divided by the number of Public Shares then in issue.”

Article 171(b)(ii) of Iconic Sports’ Amended and Restated Memorandum and Articles of Association be deleted in its entirety and replaced with the following new Article 171(b)(ii):

“(ii) a proposed amendment to these Articles to extend the time the Company has to consummate a Business Combination beyond the later of the applicable Termination Date, or otherwise amend this Article 171.”

Article 170 of Iconic Sports’ Amended and Restated Memorandum and Articles of Association be deleted in its entirety and replaced with the following new Article 170:

“Except for the withdrawal of interest to pay income taxes, if any, none of the funds held in the Trust Fund shall be released from the Trust Fund until the earlier of an IPO Redemption pursuant to Article 167, a repurchase of Shares by means of a tender offer pursuant to Article 163(b), a distribution of the Trust Fund pursuant to Article 169(a) or an amendment under Article 169(c). In no other circumstance shall a holder of Public Shares have any right or interest of any kind in the Trust Fund.”

TABLE OF CONTENTS

Proposal No. 2 — The Redemption Limitation Amendment Proposal — RESOLVED, as a special resolution that:

Article 163(b) of Iconic Sports’ Amended and Restated Memorandum and Articles of Association be deleted in its entirety and replaced with the following new Article 163(b):

“provide Members with the opportunity to have their Shares repurchased by means of a tender offer for a per-Share repurchase price payable in cash, equal to the aggregate amount then on deposit in the Trust Fund, calculated as of two business days prior to the consummation of the Company’s initial Business Combination, including interest earned on the Trust Fund and not previously released to pay income taxes, if any, (less up to $100,000 of interest to pay dissolution expenses), divided by the number of Public Shares then in issue. Such obligation to repurchase Shares is subject to the completion of the proposed Business Combination to which it relates.”

Proposal No. 3 — The Adjournment Proposal — RESOLVED, as an ordinary resolution, that the adjournment of the Shareholder Meeting to a later date or dates if necessary, (i) to permit further solicitation and vote of proxies if, based upon the tabulated vote at the time of the Shareholder Meeting, there are insufficient Class A ordinary shares, par value $0.0001 per share (the “Public Shares”), and Class B ordinary shares, par value $0.0001 per share, in the capital of Iconic Sports represented (either in person or by proxy) at the Shareholder Meeting to approve the Extension Amendment Proposal and the Redemption Limitation Amendment Proposal; (ii) to constitute a quorum necessary to conduct business to vote on the Extension Amendment Proposal or the Redemption Limitation Amendment at the Shareholder Meeting; or (iii) if the holders of Public Shares have elected to redeem an amount of shares in connection with the Extension Amendment Proposal or the Redemption Limitation Amendment Proposal such that Iconic Sports would not adhere to the continued listing requirements of the New York Stock Exchange.

TABLE OF CONTENTS

the amounts loaned under such convertible promissory note into warrants, which warrants will be identical to the Private Placement Warrants (as defined below) issued to the Sponsor in connection with the Initial Public Offering. If Iconic Sports does not complete a Business Combination by the applicable Termination Date, such convertible promissory note will be repaid only from funds held outside of the Trust Account or will be forfeited, eliminated or otherwise forgiven.

Iconic Sports believes that it is in the best interests of Iconic Sports’ shareholders that Iconic Sports obtains the Articles Extension if needed. After careful consideration of all relevant factors, the Board has determined that the Extension Amendment Proposal, the Redemption Limitation Amendment Proposal and, if presented, the Adjournment Proposal are in the best interests of Iconic Sports and its shareholders, has declared it advisable and recommends that you vote or give instruction to vote “FOR” the Extension Amendment Proposal, “FOR” the Redemption Limitation Amendment Proposal and “FOR” the Adjournment Proposal.

As contemplated by the Memorandum and Articles of Association, the holders of Iconic Sports’ Class A ordinary shares, par value $0.0001 per share (the “Class A Ordinary Shares”), issued as part of the units (the “Units”) sold in Iconic Sports’ initial public offering (the “Public Shares”) may elect to redeem all or a portion of their Public Shares in exchange for their pro rata portion of the funds held in a trust account (the “Trust Account”) established to hold a portion of the proceeds of the initial public offering (the “Initial Public Offering”) and the concurrent sale of the private placement warrants (the “Private Placement Warrants”), if either the Articles Extension or the Redemption Limitation Amendment is implemented (the “Redemption”), regardless of how such public shareholders vote in regard to the Extension Amendment Proposal or the Redemption Limitation Amendment Proposal. If the Extension Amendment Proposal is approved by the requisite vote of shareholders, holders of Public Shares remaining after the Redemption will retain their right to redeem their Public Shares for their pro rata portion of the funds available in the Trust Account upon consummation of a Business Combination or if Iconic Sports does not complete a Business Combination by the Articles Extension Date.

TABLE OF CONTENTS

such public shareholder will retain the right to have their Public Shares redeemed for cash if Iconic Sports has not completed an initial Business Combination by the Termination Date.

On April 5, 2023, the most recent practicable date prior to the date of the accompanying proxy statement, the redemption price per share was approximately $10.51, based on the aggregate amount on deposit in the Trust Account of approximately $362,716,049.58 as of April 5, 2023 (including interest not previously released to Iconic Sports to pay its taxes and up to $100,000 of interest not released to Iconic Sports to pay dissolution expenses), divided by the total number of then outstanding Public Shares. The Redemption price per share will be calculated based on the aggregate amount on deposit in the Trust Account, including interest earned on the funds held in the Trust Account (which interest shall be net of taxes paid or payable) two business days prior to the initially scheduled date of the Shareholder Meeting. The closing price of the Class A Ordinary Shares on the New York Stock Exchange on April 5, 2023 was $10.51. Accordingly, if the market price of the Class A Ordinary Shares were to remain the same until the date of the Shareholder Meeting, exercising redemption rights would not result in a public shareholder receiving more or less per share than if the shares were sold in the open market (based on the per share redemption price as of April 5, 2023). Iconic Sports cannot assure shareholders that they will be able to sell their Class A Ordinary Shares in the open market, even if the market price per share is lower than the redemption price stated above, as there may not be sufficient liquidity in its securities when such shareholders wish to sell their shares. Iconic Sports believes that such redemption right enables its public shareholders to determine whether or not to sustain their investments for an additional period if Iconic Sports does not complete a Business Combination on or before the Termination Date.

Approval of the Extension Amendment Proposal is a condition to the implementation of the Articles Extension. In addition, Iconic Sports will not proceed with the Articles Extension unless (i) the Redemption Limitation Amendment Proposal is approved or (ii) Iconic Sports will have at least $5,000,001 of net tangible assets following approval of the Extension Amendment Proposal, after taking into account the Redemption. Iconic Sports cannot predict the amount that will remain in the Trust Account following the Redemption if the Extension Amendment Proposal is approved, and the amount remaining in the Trust Account may be only a small fraction of the approximately $362,716,049.58 that was in the Trust Account as of April 5, 2023 (including interest not previously released to Iconic Sports to pay its taxes and up to $100,000 of interest not released to Iconic Sports to pay dissolution expenses).

If the Extension Amendment Proposal is not approved or the Articles Extension is not implemented, and a Business Combination is not completed on or before the Termination Date, Iconic Sports: (A) may, prior to April 26, 2023, extend the date by which it has to consummate a Business Combination to July 26, 2023, by resolution of the Board and if requested by the Sponsor in connection with a deposit into trust of $3,450,000 ($0.10 per Ordinary Share), as provided for in Article 169 of the Memorandum and Articles of Association and the final prospectus of Iconic Sports’ Initial Public Offering, or (B) 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 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 on the funds held in the Trust Account and not previously released to Iconic Sports to pay its taxes, if any (less up to $100,000 of interest to pay dissolution expenses) divided by the number of the then-outstanding Public Shares, which redemption will completely extinguish public shareholders’ rights as shareholders (including the right to receive further liquidation distributions, if any); and (iii) as promptly as reasonably possible following such redemption, subject to the approval of Iconic Sports’ remaining shareholders and the Board, liquidate and dissolve, subject in each case to Iconic Sports’ obligations under Cayman Islands law to provide for claims of creditors and the requirements of other applicable law. There will be no distribution from the Trust Account with respect to Iconic Sports’ warrants, which will expire worthless in the event Iconic Sports dissolves and liquidates the Trust Account.

In the event of a liquidation, the Sponsor and our independent directors, Renée E. LaBran, Alex Liu and Fahd Beg (together, the “Initial Shareholders”) will not receive any monies held in the Trust Account as a result of their ownership of 8,625,000 Class B Ordinary Shares which were issued to the Sponsor prior to the Initial Public Offering, and 17,025,000 Private Placement Warrants, which were purchased by the Sponsor in a private placement which occurred simultaneously with the completion of the Initial Public Offering. As a consequence, a liquidating distribution will be made only with respect to the Public Shares.

TABLE OF CONTENTS

With respect to the regulation of special purpose acquisition companies (“SPACs”) like the Iconic Sports, on March 30, 2022, the U.S. Securities and Exchange Commission (“SEC”) issued proposed rules relating to, among other items, the extent to which SPACs could become subject to regulation under the Investment Company Act of 1940, as amended. The proposal is consistent with less formal positions recently taken by the staff of the SEC. To mitigate the risk of being viewed as operating an unregistered investment company, Iconic Sports 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 Iconic Sports. Interest on such deposit account is currently 2.75% per annum, but such deposit account carries a variable rate and Iconic Sports cannot assure you that such rate will not decrease or increase significantly. For more information, also see “Risk Factor — If we are deemed to be an investment company for purposes of the Investment Company Act, we would be required to institute burdensome compliance requirements and our activities would be severely restricted. As a result, in such circumstances, unless we are able to modify our activities so that we would not be deemed an investment company, we may abandon our efforts to complete an initial Business Combination and instead liquidate Iconic Sports.”

Record holders of Ordinary Shares at the close of business on April 3, 2023 (the “Record Date”) are entitled to vote or have their votes cast at the Shareholder Meeting. On the Record Date, there were 34,500,000 issued and outstanding Class A Ordinary Shares and 8,625,000 issued and outstanding Class B Ordinary Shares. Iconic Sports’ warrants do not have voting rights.

Our Initial Shareholders have informed us of their intent to vote all of their Ordinary Shares in favor of the proposals being presented at the Shareholder Meeting. Such shares will be excluded from the pro rata calculation used to determine the per-share redemption price. As of the date of the accompanying proxy

TABLE OF CONTENTS

statement, the Initial Shareholders hold approximately 31.6% of the issued and outstanding Ordinary Shares and Iconic Sports’ officers and directors have not purchased any Public Shares, but may do so at any time. As a result, in addition to the Initial Shareholders, (i) approval of each of the Extension Amendment Proposal and the Redemption Limitation Amendment Proposal will require the affirmative vote of at least 15,125,001 Ordinary Shares held by public shareholders (or approximately 51.27% of the Class A Ordinary Shares) if all Ordinary Shares are represented at the Shareholder Meeting and cast votes, and no additional Ordinary Shares if only such shares as are required to establish a quorum are represented at the Shareholder Meeting and cast votes; and (ii) approval of the Adjournment Proposal will require the affirmative vote of at least 7,937,501 Ordinary Shares held by public shareholders (or approximately 26.91% of the Class A Ordinary Shares) if all Ordinary Shares are represented at the Shareholder Meeting and cast votes, and no additional Ordinary Shares if only such shares as are required to establish a quorum are represented at the Shareholder Meeting and cast votes.

The accompanying proxy statement contains important information about the Shareholder Meeting, the Extension Amendment Proposal, the Redemption Limitation Amendment Proposal and the Adjournment Proposal. Whether or not you plan to attend the Shareholder Meeting, Iconic Sports urges you to read this material carefully and vote your shares.

The accompanying proxy statement is dated April 6, 2023 and is first being mailed to shareholders on or about that date.

By Order of the Board of Directors of Iconic Sports Acquisition Corp.

/s/ James G. Dinan

James G. Dinan
Director

April 6, 2023

TABLE OF CONTENTS

ICONIC SPORTS ACQUISITION CORP.
PROXY STATEMENT
FOR
EXTRAORDINARY GENERAL MEETING
TO BE HELD ON APRIL 20, 2023

This proxy statement and the enclosed form of proxy are furnished in connection with the solicitation of proxies by our board of directors (the “Board”) for use at the extraordinary general meeting of Iconic Sports Acquisition Corp., a Cayman Islands exempted company (“Iconic Sports,” “we,” “us” or “our”), which will be held on April 20, 2023, at 11:00 a.m. Eastern Time, at the offices of Kirkland & Ellis LLP located at 601 Lexington Avenue, New York, New York 10022, and via a virtual meeting, or at such other time, on such other date and at such other place to which the meeting may be postponed or adjourned (the “Shareholder Meeting”).

YOUR VOTE IS IMPORTANT. It is important that your shares be represented at the Shareholder Meeting, regardless of the number of shares that you hold. You are, therefore, urged to execute and return, at your earliest convenience, the enclosed proxy card in the envelope that has also been provided.

TABLE OF CONTENTS

CAUTIONARY NOTE REGARDING FORWARD-LOOKING STATEMENTS

Some of the statements contained in this proxy statement constitute forward-looking statements within the meaning of the federal securities laws. Forward-looking statements relate to expectations, beliefs, projections, future plans and strategies, anticipated events or trends and similar expressions concerning matters that are not historical facts. Forward-looking statements reflect the current views of Iconic Sports with respect to, among other things, Iconic Sports’ capital resources and results of operations. Likewise, Iconic Sports’ financial statements and all of Iconic Sports’ statements regarding market conditions and results of operations are forward-looking statements. In some cases, you can identify these forward-looking statements by the use of terminology such as “outlook,” “believes,” “expects,” “potential,” “continues,” “may,” “will,” “should,” “could,” “seeks,” “approximately,” “predicts,” “intends,” “plans,” “estimates,” “anticipates” or the negative version of these words or other comparable words or phrases.

The forward-looking statements contained in this proxy statement reflect Iconic Sports’ current views about future events and are subject to numerous known and unknown risks, uncertainties, assumptions and changes in circumstances that may cause its actual results to differ significantly from those expressed in any forward-looking statement. Iconic Sports does not guarantee that the transactions and events described will happen as described (or that they will happen at all). The following factors, among others, could cause actual results and future events to differ materially from those set forth or contemplated in the forward-looking statements:

•

the occurrence of any event, change or other circumstances that could give rise to a delay in or the failure of Iconic Sports to complete a Business Combination (as defined below), including uncertainties resulting from general and economic conditions such as recessions, interest rate fluctuations, inflation, international currency fluctuations, health epidemics and pandemics (such as the ongoing COVID-19 pandemic), changes in diplomatic and trade relationships and acts of war or terrorism (such as the military conflict between Ukraine, the Russian Federation and Belarus that started in February 2022);

•

the amount of redemptions by our public shareholders;

•

the trust account being subject to claims of third parties;

•

the ability to obtain additional financing to complete a Business Combination;

•

the anticipated benefits of a Business Combination;

•

the exercise of the option for the Company to consummate a Business Combination with Eagle Football Holdings Limited (“Eagle Football”), as further described herein;

•

the volatility of the market price and liquidity of the Class A Ordinary Shares (as defined below) and other securities of Iconic Sports; and

•

the use of funds not held in the Trust Account (as defined below) or available to Iconic Sports from interest income on the Trust Account balance.

While forward-looking statements reflect Iconic Sports’ good faith beliefs, they are not guarantees of future performance. Iconic Sports disclaims any obligation to publicly update or revise any forward-looking statement to reflect changes in underlying assumptions or factors, new information, data or methods, future events or other changes after the date of this proxy statement, except as required by applicable law. For a further discussion of these and other factors that could cause Iconic Sports’ future results, performance or transactions to differ significantly from those expressed in any forward-looking statement, please see the section entitled “Risk Factors” in this proxy statement and in Iconic Sports’ Annual Report on Form 10-K for the year ended December 31, 2022, as filed with the U.S. Securities and Exchange Commission (the “SEC”) on March 31, 2023 and in other reports Iconic Sports files with the SEC. You should not place undue reliance on any forward-looking statements, which are based only on information currently available to Iconic Sports (or to third parties making the forward-looking statements).

TABLE OF CONTENTS

RISK FACTORS

In addition to the below risk factors, you should consider carefully all of the risks described in our Annual Report on Form 10-K for the year ended December 31, 2022 and filed with the SEC on March 31, 2023 and in the other reports filed or to be filed with the SEC before making a decision to invest in our securities. Furthermore, if any of the following events occur, our business, financial condition and operating results may be materially adversely affected or we could face liquidation. In that event, the trading price of our securities could decline, and you could lose all or part of your investment. The risks and uncertainties described in the aforementioned filings and below are not the only ones we face. Additional risks and uncertainties that we are unaware of, or that we currently believe are not material, may also become important factors that adversely affect our business, financial condition and operating results or result in our liquidation.

There are no assurances that the Articles Extension will enable us to complete a Business Combination.

Approving the Articles Extension involves a number of risks. Even if the Articles Extension is approved, we can provide no assurances that any transaction qualifying as a Business Combination will be consummated prior to the Articles Extension Date. Our ability to consummate a Business Combination is dependent on a variety of factors, many of which are beyond our control. If the Articles Extension is approved, we expect to seek shareholder approval of a Business Combination prior to the Articles Extension Date. We are required to offer shareholders the opportunity to redeem their Public Shares (as defined below) in connection with the Extension Amendment Proposal and the Redemption Limitation Amendment Proposal. Even if the Articles Extension is approved by our shareholders, it is possible that Redemptions (as defined below) will leave us with insufficient cash to consummate a Business Combination on commercially acceptable terms, or at all. The fact that we will have separate redemption periods in connection with the Articles Extension and the Redemption Limitation Amendment and a Business Combination vote could exacerbate these risks. Other than in connection with a redemption offer or liquidation, our shareholders may be unable to recover their investment except through sales of our shares on the open market. The price of our shares may be volatile, and there can be no assurance that shareholders will be able to dispose of our shares at favorable prices, or at all.

Changes to laws or regulations or in how such laws or regulations are interpreted or applied, or a failure to comply with any laws, regulations, interpretations or applications, may adversely affect our business, including our ability to negotiate and complete our initial Business Combination.

We are subject to the laws and regulations, and interpretations and applications of such laws and regulations, of national, regional, state and local governments and non-U.S. jurisdictions. In particular, we are required to comply with certain SEC and other legal and regulatory requirements, and our consummation of an initial Business Combination may be contingent upon our ability to comply with certain laws, regulations, interpretations and applications and any post-Business Combination company may be subject to additional laws, regulations, interpretations and applications. Compliance with, and monitoring of, the foregoing 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, including our ability to negotiate and complete an initial Business Combination. 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 an initial Business Combination. The SEC has, in the past year, adopted certain rules and may, in the future adopt other rules, which may have a material effect on our activities and on our ability to consummate an initial Business Combination, including the SPAC Proposed Rules (as defined below) described below.

The SEC has recently issued proposed rules relating to certain activities of SPACs. Certain of the procedures that we, a potential Business Combination target or others may determine to undertake in connection with such proposals may increase our costs and the time needed to complete our initial Business Combination and may constrain the circumstances under which we could complete an initial Business Combination. The need for compliance with the SPAC Proposed Rules may cause us to liquidate the funds in the Trust Account or liquidate Iconic Sports at an earlier time than we might otherwise choose.

On March 30, 2022, the SEC issued proposed rules (the “SPAC Proposed Rules”) relating, among other things, to disclosures in SEC filings in connection with Business Combination transactions between

TABLE OF CONTENTS

special purpose acquisition companies (“SPACs”) such as us and private operating companies; the financial statement requirements applicable to transactions involving shell companies; the use of projections by SPACs in SEC filings in connection with proposed Business Combination transactions; the potential liability of certain participants in proposed Business Combination transactions; and the extent to which SPACs could become subject to regulation under the Investment Company Act of 1940, as amended (the “Investment Company Act”), including a proposed rule that would provide SPACs a safe harbor from treatment as an investment company if they satisfy certain conditions that limit a SPAC’s duration, asset composition, business purpose and activities. The SPAC Proposed Rules have not yet been adopted, and may be adopted in the proposed form or in a different form that could impose additional regulatory requirements on SPACs. Certain of the procedures that we, a potential Business Combination target, or others may determine to undertake in connection with the SPAC Proposed Rules, or pursuant to the SEC’s views expressed in the SPAC Proposed Rules, may increase the costs and time of negotiating and completing an initial Business Combination, and may constrain the circumstances under which we could complete an initial Business Combination. The need for compliance with the SPAC Proposed Rules may cause us to liquidate the funds in the Trust Account or liquidate Iconic Sports at an earlier time than we might otherwise choose. Were we to liquidate, our warrants would expire worthless, and our securityholders would lose the investment opportunity associated with an investment in the combined company, including any potential price appreciation of our securities.

If we are deemed to be an investment company for purposes of the Investment Company Act, we would be required to institute burdensome compliance requirements and our activities would be severely restricted. As a result, in such circumstances, unless we are able to modify our activities so that we would not be deemed an investment company, we may abandon our efforts to complete an initial Business Combination and instead liquidate Iconic Sports.

As described further above, the SPAC Proposed Rules relate, among other matters, to the circumstances in which SPACs such as Iconic Sports could potentially be subject to the Investment Company Act and the regulations thereunder. The SPAC Proposed Rules would provide a safe harbor for such companies from the definition of “investment company” under Section 3(a)(1)(A) of the Investment Company Act, provided that a SPAC satisfies certain criteria, including a limited time period to announce and complete a de-SPAC transaction. Specifically, to comply with the safe harbor, the SPAC Proposed Rules would require a company to file a report on Form 8-K announcing that it has entered into an agreement with a target company for a Business Combination no later than 18 months after the effective date of its registration statement for its initial public offering (the “IPO Registration Statement”). Iconic Sports would then be required to complete its initial Business Combination no later than 24 months after the effective date of the IPO Registration Statement.

If we are deemed to be an investment company under the Investment Company Act, our activities would be severely restricted. In addition, we would be subject to burdensome compliance requirements. We do not believe that our principal activities will subject us to regulation as an investment company under the Investment Company Act. However, if we are deemed to be an investment company and subject to compliance with and regulation under the Investment Company Act, we would be subject to additional regulatory burdens and expenses for which we have not allotted funds. As a result, unless we are able to modify our activities so that we would not be deemed an investment company, we may abandon our efforts to complete an initial Business Combination and instead liquidate Iconic Sports. Were we to liquidate, our warrants would expire worthless, and our securityholders would lose the investment opportunity associated with an investment in the combined company, including any potential price appreciation of our securities.

To mitigate the risk that we might be deemed to be an investment company for purposes of the Investment Company Act, we intend to, prior to October 26, 2023, instruct the trustee to liquidate the investments held in the Trust Account and instead to hold the funds in the Trust Account in cash in an interest-bearing demand deposit account until the earlier of the consummation of our initial Business Combination or our liquidation. As a result, following the liquidation of investments in the Trust Account, we would likely receive minimal interest, on the funds held in the Trust Account, which would reduce the dollar amount our public shareholders would receive upon any redemption or liquidation of Iconic Sports.

The funds in the Trust Account have, since our initial public offering, been held only in U.S. government treasury obligations with a maturity of 185 days or less or in money market funds investing solely in U.S.

TABLE OF CONTENTS

government treasury obligations and meeting certain conditions under Rule 2a-7 under the Investment Company Act. However, to mitigate the risk of us being deemed to be an unregistered investment company (including under the subjective test of Section 3(a)(1)(A) of the Investment Company Act) and thus subject to regulation under the Investment Company Act, we intend to, prior to October 26, 2023, instruct Continental (as defined below), 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 our initial Business Combination and the liquidation of Iconic Sports. Interest on such deposit account is currently 2.75% per annum, but such deposit account carries a variable rate and Iconic Sports cannot assure you that such rate will not decrease or increase significantly. Following such liquidation, we would likely receive minimal interest, on the funds held in the Trust Account. However, interest previously earned on the funds held in the Trust Account still may be released to us to pay our taxes, if any. As a result, any decision to liquidate the investments held in the Trust Account and thereafter to hold all funds in the Trust Account in cash in an interest-bearing demand deposit account would reduce the dollar amount our public shareholders would receive upon any redemption or liquidation of Iconic Sports.

In addition, even prior to the 24-month anniversary of the effective date of the IPO Registration Statement, we may be deemed to be an investment company. The longer that the funds in the Trust Account are held in short-term U.S. government treasury obligations or in money market funds invested exclusively in such securities, even prior to the 24-month anniversary, the greater the risk that we may be considered an unregistered investment company, in which case we may be required to liquidate Iconic Sports. Accordingly, we may determine, in our discretion, to liquidate the securities held in the Trust Account at any time, even prior to October 26, 2023, and instead hold all funds in the Trust Account in cash in an interest-bearing demand deposit account which would further reduce the dollar amount our public shareholders would receive upon any redemption or liquidation of Iconic Sports. Were we to liquidate, our warrants would expire worthless, and our securityholders would lose the investment opportunity associated with an investment in the combined company, including any potential price appreciation of our securities.

The Sponsor, our directors and executive officers, and their respective affiliates, represent in the aggregate approximately 31.6% of our voting power, and they have indicated they intend to vote in favor of the Extension Amendment Proposal.

The Sponsor and all of our directors, executive officers and their affiliates are expected to vote any Ordinary Shares owned by them in favor of the Extension Amendment Proposal. On the Record Date, the Sponsor and our directors and executive officers and their affiliates beneficially owned and were entitled to vote an aggregate of 8,625,000 Class B Ordinary Shares and 5,000,000 Units (as defined herein), representing approximately 31.6% of the voting power of Iconic Sports.. The Extension Amendment Proposal must be approved by the affirmative vote of at least two-thirds (2/3) of the holders of the issued and outstanding Class A Ordinary Shares and Class B Ordinary Shares, voting as a single class, who, being entitled to do so, vote in person or by proxy at the Shareholder Meeting. When you consider the recommendation of the Board, Iconic Sports. shareholders should be aware that aside from their interests as shareholders, our Initial Shareholders, certain members of the Board and officers have interests that are different from, or in addition to, those of other shareholders generally (see “Proposal No. 1 — The Extension Amendment Proposal — Interests of the Sponsor, Iconic Sports’ Directors, and Officers” in this proxy statement).

We may not be able to complete an initial Business Combination with certain potential target companies if a proposed transaction with the target company may be subject to review or approval by regulatory authorities pursuant to certain U.S. or foreign laws or regulations.

TABLE OF CONTENTS

defined in 31 CFR § 800.208) by one or more “foreign persons” (as defined in 31 CFR § 800.224), such that the Sponsor’s involvement in any Business Combination would likely give rise to a “covered transaction” (as defined in 31 CFR § 800.213). A Business Combination may therefore become subject to regulatory review, including review by the Committee on Foreign Investment in the United States (“CFIUS”), and that restrictions, limitations or conditions will be imposed by CFIUS. If our Business Combination with a U.S. business is subject to CFIUS review, the scope of which was expanded by the Foreign Investment Risk Review Modernization Act of 2018 (“FIRRMA”), to include certain non-passive, non-controlling investments in sensitive U.S. businesses and certain acquisitions of real estate even with no underlying U.S. business. FIRRMA, and subsequent implementing regulations that are now in force, also subjects certain categories of investments to mandatory filings. If our potential Business Combination with a U.S. business falls within CFIUS’s jurisdiction, we may determine that we are required to make a mandatory filing or that we will submit a voluntary notice to CFIUS, or to proceed with a Business Combination without notifying CFIUS and risk CFIUS intervention, before or after closing a Business Combination. CFIUS may decide to block or delay our Business Combination, impose conditions to mitigate national security concerns with respect to such Business Combination or order us to divest all or a portion of a U.S. business of the combined company without first obtaining CFIUS clearance, which may limit the attractiveness of or prevent us from pursuing certain initial business combination opportunities that we believe would otherwise be beneficial to us and our shareholders. As a result, the pool of potential targets with which we could complete a Business Combination may be limited and we may be adversely affected in terms of competing with other special purpose acquisition companies which do not have similar foreign ownership issues. A failure to notify CFIUS of a transaction where such notification was required or otherwise warranted based on the national security considerations presented by an investment target may expose the Sponsor and/or the combined company to legal penalties, costs, and/or other adverse reputational and financial effects, thus potentially diminishing the value of the combined company. In addition, CFIUS is actively pursuing transactions that were not notified to it and may ask questions regarding, or impose restrictions or mitigation on, a Business Combination post-closing.

Moreover, the process of government review, whether by the CFIUS or otherwise, could be lengthy and we have limited time to complete our Business Combination. If we cannot complete a Business Combination by July 26, 2023 (or up to April 26, 2024 if extended) because the transaction is still under review or because our Business Combination is ultimately prohibited by CFIUS or another U.S. government entity, we may be required to liquidate. If we liquidate, our public shareholders may only receive $10.51 per Public Share, and our warrants will expire worthless. This will also cause you to lose the investment opportunity in a target company and the chance of realizing future gains on your investment through any price appreciation in the combined company.

The New York Stock Exchange, or NYSE, may delist our securities from trading on its exchange, which could limit investors’ ability to make transactions in our securities and subject us to additional trading restrictions.

Our Units, Class A Ordinary Shares and Public Warrants are currently listed on NYSE. We cannot assure you that our securities will continue to be listed on NYSE in the future, following the adoption of the Extension Amendment Proposal or prior to our initial business combination. In order to continue listing our securities on NYSE prior to our initial business combination, we must maintain certain financial, distribution and share price levels. Generally, we must maintain a minimum market capitalization (generally $50,000,000 with a market capitalization attributable to public held shares of $40,000,000) and a minimum number of holders of our securities (generally 300 public holders, 600,000 publicly held shares, 1,200 total shareholders and a monthly trading volume for the most recent 12 months of at least 100,000). Pursuant to the terms of the Memorandum and Articles of Association, in the event the Extension Amendment Proposal is approved and the Memorandum and Articles of Association are amended, Public Shareholders may elect to redeem their Public Shares and, as a result, we may not be in compliance with NYSE’s continued listing requirements.

We cannot assure you that our Class A Ordinary Shares will be able to meet any of NYSE’s continued listing requirements following any shareholder redemptions of our Public Shares in connection with the amendment of our Memorandum and Articles of Association pursuant to the Extension Amendment Proposal. If our securities do not meet NYSE’s continued listing requirements, NYSE may delist our securities from trading on its exchange. If the NYSE delists any of our securities from trading on its exchange and

TABLE OF CONTENTS

we are not able to list our securities on another national securities exchange, we expect such securities could be quoted on an over-the- counter market. If this were to occur, we could face significant material adverse consequences, including:

•

a limited availability of market quotations for our securities;

•

reduced liquidity for our securities;

•

a determination that our Class A ordinary shares are a “penny stock” which will require brokers trading in our Class A ordinary shares to adhere to more stringent rules and possibly result in a reduced level of trading activity in the secondary trading market for our securities;

•

a limited amount of news and analyst coverage; and

•

a decreased ability to issue additional securities or obtain additional financing in the future.

The National Securities Markets Improvement Act of 1996, which is a federal statute, prevents or preempts the states from regulating the sale of certain securities, which are referred to as “covered securities.” Because we expect that our Units and eventually our Class A ordinary shares and warrants will be listed on the NYSE, our Units, Class A ordinary shares and warrants will qualify as covered securities under the statute. Although the states are preempted from regulating the sale of covered securities, the federal statute does allow the states to investigate companies if there is a suspicion of fraud, and, if there is a finding of fraudulent activity, then the states can regulate or bar the sale of covered securities in a particular case. While we are not aware of a state having used these powers to prohibit or restrict the sale of securities issued by blank check companies, other than the State of Idaho, certain state securities regulators view blank check companies unfavorably and might use these powers, or threaten to use these powers, to hinder the sale of securities of blank check companies in their states. Further, if we were no longer listed on the NYSE, our securities would not qualify as covered securities under the statute and we would be subject to regulation in each state in which we offer our securities.

TABLE OF CONTENTS

QUESTIONS AND ANSWERS ABOUT THE SHAREHOLDER MEETING

The questions and answers below highlight only selected information from this proxy statement and only briefly address some commonly asked questions about the Shareholder Meeting (as defined below) and the proposals to be presented at the Shareholder Meeting. The following questions and answers do not include all the information that is important to Iconic Sports shareholders. Shareholders are urged to read carefully this entire proxy statement, including the other documents referred to herein, to fully understand the proposal to be presented at the Shareholder Meeting and the voting procedures for the Shareholder Meeting, which will be held on April 20, 2023, at 11:00 a.m. Eastern Time. The Shareholder Meeting will be held at the offices of Kirkland & Ellis LLP located at 601 Lexington Avenue, New York, New York 10022, and via a virtual meeting, or at such other time, on such other date and at such other place to which the meeting may be postponed or adjourned. You can participate in the meeting, vote, and submit questions via live webcast by visiting https://www.cstproxy.com/iconicsportsacq/2023.

Why am I receiving this proxy statement?

Iconic Sports is a blank check company incorporated as a Cayman Islands exempted company on April 15, 2021. Iconic Sports was incorporated for the purpose of effecting a merger, share exchange, asset acquisition, share purchase, reorganization or other similar business combination with one or more businesses or entities.

Following the closing of Iconic Sports’ initial public offering on October 26, 2021 (the “Initial Public Offering”), and the full exercise by the underwriters of their over-allotment option concurrently with the closing of the Initial Public Offering, an amount of $353,625,000 ($10.25 per unit offered in the Initial Public Offering (the “Units”)) from the net proceeds of the sale of the Units in the Initial Public Offering and the sale of 17,025,000 private placement warrant at a price of $1.00 per private placement warrant (the “Private Placement Warrants”) to Iconic Sports Management LLC, a Cayman Islands limited liability company (the “Sponsor”) was placed in a trust account established at the consummation of the Initial Public Offering that holds the proceeds of the Initial Public Offering (the “Trust Account”).

Like most blank check companies, Iconic Sports’ amended and restated memorandum and articles of association (the “Memorandum and Articles of Association”) provide for the return of the Initial Public Offering proceeds held in the Trust Account to the holders of Class A ordinary shares, par value $0.0001 per share (the “Class A Ordinary Shares” or the “Public Shares”) sold in the Initial Public Offering if there is no qualifying business combination(s) consummated on or before April 26, 2023 (or July 26, 2023, by resolution of the Board if requested by the Sponsor in connection with a deposit into trust of $3,450,000 ($0.10 per Ordinary Share), as provided for in Article 169 of the Memorandum and Articles of Association and the final prospectus of Iconic Sports’ Initial Public Offering) (in any case, such date being referred to herein as the “Original Termination Date”).

Without the Articles Extension (as defined below), Iconic Sports believes that Iconic Sports might not, despite its best efforts, be able to complete an initial business combination (a “Business Combination”) on or before the Original Termination Date. Iconic Sports believes that it is in the best interests of Iconic Sports’ shareholders to continue Iconic Sports’ existence until April 26, 2024, if necessary, in order to allow Iconic Sports additional time to complete a Business Combination and is therefore holding this Shareholder Meeting.

When and where will the Shareholder Meeting be held?

The Shareholder Meeting will be held on April 20, 2023, at 11:00 a.m. Eastern Time, at the offices of Kirkland & Ellis LLP located at 601 Lexington Avenue, New York, New York 10022, and via a virtual meeting, or at such other time, on such other date and at such other place to which the meeting may be postponed or adjourned.

Shareholders may attend the Shareholder Meeting in person. However, we encourage you to attend the Shareholder Meeting virtually. If you wish to attend the Shareholder Meeting in person, you must reserve your attendance at least two business days in advance of the initially scheduled Shareholder Meeting by contacting Iconic Sports’ Chief Executive Officer at contact@iconicsportsacq.com by

TABLE OF CONTENTS

11:00 a.m. Eastern Time, on April 18, 2023. You can participate in the meeting, vote, and submit questions via live webcast by visiting https://www.cstproxy.com/iconicsportsacq/2023.

How do I vote?

If you were a holder of record of Class A Ordinary Shares or Class B ordinary shares, par value $0.0001 per share (the “Class B Ordinary Shares,” and together with the Class A Ordinary Shares, the “Ordinary Shares”) on April 3, 2023, the record date for the Shareholder Meeting (the “Record Date”), you may vote with respect to the proposals in person or virtually at the Shareholder Meeting, or by completing, signing, dating and returning the enclosed proxy card in the postage-paid envelope provided.

Voting by Mail. By signing the proxy card and returning it in the enclosed prepaid and addressed envelope, you are authorizing the individuals named on the proxy card to vote your shares at the Shareholder Meeting in the manner you indicate. You are encouraged to sign and return the proxy card even if you plan to attend the Shareholder Meeting so that your shares will be voted if you are unable to attend the Shareholder Meeting. If you receive more than one proxy card, it is an indication that your shares are held in multiple accounts. Please sign and return all proxy cards to ensure that all of your shares are voted. Votes submitted by mail must be received by 5:00 p.m., Eastern Time, on April 19, 2023.

Voting in Person at the Meeting. If you attend the Shareholder Meeting and plan to vote in person, you will be provided with a ballot at the Shareholder Meeting. If your shares are registered directly in your name, you are considered the shareholder of record and you have the right to vote in person at the Shareholder Meeting. If you hold your shares in “street name,” which means your shares are held of record by a broker, bank or other nominee, you should follow the instructions provided by your broker, bank or nominee to ensure that votes related to the shares you beneficially own are properly counted. In this regard, you must provide the record holder of your shares with instructions on how to vote your shares or, if you wish to attend the Shareholder Meeting and vote in person, you will need to bring to the Shareholder Meeting a legal proxy from your broker, bank or nominee authorizing you to vote these shares.

Voting Electronically. You may attend, vote and examine the list of shareholders entitled to vote at the Shareholder Meeting by visiting https://www.cstproxy.com/iconicsportsacq/2023 and entering the control number found on your proxy card, voting instruction form or notice included in the proxy materials.

How do I attend the virtual Shareholder Meeting?

If you are a registered shareholder, you will receive a proxy card from Continental Stock Transfer & Trust Company (“Continental,” or the “Transfer Agent”). The form contains instructions on how to attend the virtual Shareholder Meeting including the URL address, along with your control number. You will need your control number for access. If you do not have your control number, contact the Transfer Agent at 917-262-2373, or email proxy@continentalstock.com.

You can pre-register to attend the virtual Shareholder Meeting starting April 17, 2023 at 11:00 a.m., Eastern Time (three business days prior to the meeting date). Enter the URL address into your browser https://www.cstproxy.com/iconicsportsacq/2023, enter your control number, name and email address. Once you pre-register you can vote or enter questions in the chat box. At the start of the Shareholder Meeting you will need to log in again using your control number and will also be prompted to enter your control number if you vote during the Shareholder Meeting.

Shareholders who hold their investments through a bank or broker, will need to contact the Transfer Agent to receive a control number. If you plan to vote at the Shareholder Meeting you will need to have a legal proxy from your bank or broker or if you would like to join and not vote, the Transfer Agent will issue you a guest control number with proof of ownership. In either case you must contact the Transfer Agent for specific instructions on how to receive the control number. The Transfer Agent can be contacted at the number or email address above. Please allow up to 72 hours prior to the meeting for processing your control number.

If you do not have access to Internet, you can listen only to the meeting by dialing +1 800-450-7155 (toll-free) (or +1 857-999-9155 if you are located outside the United States and Canada (standard rates

TABLE OF CONTENTS

apply)) and when prompted enter the pin number 8521828#. Please note that you will not be able to vote or ask questions at the Shareholder Meeting if you choose to participate telephonically.

What are the specific proposals on which I am being asked to vote at the Shareholder Meeting?

Iconic Sports shareholders are being asked to consider and vote on the following proposals:

For more information, please see “Proposal No. 1 — The Extension Amendment Proposal,” “Proposal No. 2 — The Redemption Limitation Amendment Proposal” and “Proposal No. 3 — The Adjournment Proposal.”

TABLE OF CONTENTS

aggregate deposit of up to $1,080,000 (if all nine additional monthly extensions are exercised), in exchange for a non-interest bearing, unsecured convertible promissory note issued by Iconic Sports to the Lender. 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 Lender 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 Lender, 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. If Iconic Sports completes a Business Combination, it will, at the option of the Lender, repay the amounts loaned under the convertible promissory note or convert a portion or all of the amounts loaned under such convertible promissory note into warrants, which warrants will be identical to the Private Placement Warrants issued to the Sponsor in connection with the Initial Public Offering. If Iconic Sports does not complete a Business Combination by the applicable Termination Date, such convertible promissory note will be repaid only from funds held outside of the Trust Account or will be forfeited, eliminated or otherwise forgiven.

After careful consideration, Iconic Sports’ Board has unanimously determined that the Extension Amendment Proposal, the Redemption Limitation Amendment Proposal and, if presented, the Adjournment Proposal are in the best interests of Iconic Sports and its shareholders and unanimously recommends that you vote “FOR” or give instruction to vote “FOR” each of these proposals.

The existence of financial and personal interests of our directors and officers may result in conflicts of interest, including a conflict between what may be in the best interests of Iconic Sports and its shareholders and what may be best for a director’s personal interests when determining to recommend that shareholders vote for the proposals. See the sections titled “Proposal No. 1 — The Extension Amendment Proposal — Interests of the Sponsor, Iconic Sports’ Directors, and Officers,” “Proposal No. 2 — The Redemption Limitation Amendment Proposal — Interests of the Sponsor, Iconic Sports’ Directors, and Officers” and “Beneficial Ownership of Securities” for a further discussion of these considerations.

THE VOTE OF SHAREHOLDERS IS IMPORTANT. SHAREHOLDERS ARE URGED TO SUBMIT THEIR PROXIES AS SOON AS POSSIBLE AFTER CAREFULLY REVIEWING THIS PROXY STATEMENT.

Am I being asked to vote on a proposal to elect directors?

No. Holders of Public Shares are not being asked to vote on the election of directors at this time.

Are the proposals conditioned on one another?

If the Articles Extension is implemented and one or more Iconic Sports shareholders elect to redeem their Public Shares pursuant to the Redemption, Iconic Sports will remove from the Trust Account and deliver to the holders of such redeemed Public Shares an amount equal to the pro rata portion of funds available in the Trust Account with respect to such redeemed Public Shares, and retain the remainder of the funds in the Trust Account for Iconic Sports’ use in connection with consummating a Business Combination, subject to the redemption rights of holders of Public Shares in connection with a Business Combination.

TABLE OF CONTENTS

The Adjournment Proposal is conditioned on Iconic Sports not obtaining the necessary votes for approving the Extension Amendment Proposal and the Redemption Limitation Amendment Proposal prior to the Shareholder Meeting in order to seek additional time to obtain sufficient votes in support of the Articles Extension and the Redemption Limitation Amendment or if due to Redemptions in connection with the Extension Amendment Proposal and the Redemption Limitation Amendment Proposal, Iconic Sports would not adhere to the continued listing requirements of the New York Stock Exchange. If both the Extension Amendment Proposal and the Redemption Limitation Amendment Proposal are approved at the Shareholder Meeting and following redemptions in connection with the Extension Amendment Proposal and the Redemption Limitation Amendment Proposal, Iconic Sports would adhere to the continued listing requirements of the New York Stock Exchange, the Adjournment Proposal will not be presented.

Why is Iconic Sports proposing the Extension Amendment Proposal?

Iconic Sports’ Memorandum and Articles of Association provide for the return of the Initial Public Offering proceeds held in trust to the holders of Public Shares sold in the Initial Public Offering if there is no qualifying Business Combination consummated on or before the Termination Date. The purpose of the Extension Amendment Proposal is to allow Iconic Sports additional time to complete a Business Combination.

Without the Articles Extension, Iconic Sports believes that Iconic Sports may not be able to complete a Business Combination on or before the Termination Date. If that were to occur, Iconic Sports would be forced to liquidate.

Why is Iconic Sports proposing the Redemption Limitation Amendment Proposal?

Iconic Sports’ Memorandum and Articles of Association provide that that Iconic Sports may not redeem Public Shares to the extent that such redemption would result in Iconic Sports having net tangible assets (as determined in accordance with Rule 3a51-1(g)(1) of the Exchange Act)) of less than $5,000,001. Without the Redemption Limitation Amendment, Iconic Sports may not be able to implement the Articles Extension or complete a Business Combination if following redemptions in connection with the Articles Extension or upon the consummation of the Business Combination Iconic Sports has net tangible assets of less than $5,000,001 even if shareholders approve the Articles Extension or if all contractual conditions to closing the Business Combination are met.

Why is Iconic Sports proposing the Adjournment Proposal?

If (i) either the Extension Amendment Proposal or the Redemption Limitation Amendment Proposal is not approved by Iconic Sports’ shareholders, or (ii) if due to Redemptions in connection with the Extension Amendment Proposal and the Redemption Limitation Amendment Proposal, Iconic Sports would not adhere to the continued listing requirements of the New York Stock Exchange, Iconic Sports may put the Adjournment Proposal to a vote in order to seek additional time to obtain sufficient votes in support of the Articles Extension and the Redemption Limitation Amendment or to allow public shareholders time to reverse their redemption requests in connection with the Extension Amendment Proposal and the Redemption Limitation Amendment Proposal. If the Adjournment Proposal is not approved by Iconic Sports’ shareholders, the Board may not be able to adjourn the Shareholder Meeting to a later date or dates in the event that there are insufficient votes at the Shareholder Meeting to approve the Extension Amendment Proposal and the Redemption Limitation Amendment Proposal or if due to redemptions in connection with the Extension Amendment Proposal and the Redemption Limitation Amendment Proposal, Iconic Sports would not adhere to the continued listing requirements of the New York Stock Exchange.

What constitutes a quorum?

A quorum of our shareholders is necessary to hold a valid meeting. The presence (which would include presence at the virtual Shareholder Meeting), in person or by proxy, of shareholders holding at least one-third of the Ordinary Shares entitled to vote at the Shareholder Meeting constitutes a quorum at the Shareholder Meeting. Abstentions will be considered present for the purposes of establishing a quorum. The Initial Shareholders, which own approximately 31.6% of the issued and outstanding

TABLE OF CONTENTS

Ordinary Shares as of the Record Date, will count towards this quorum. As a result, as of the Record Date, in addition to the shares of the Initial Shareholders, an additional 750,001 Ordinary Shares held by public shareholders would be required to be present at the Shareholder Meeting to achieve a quorum. Because all of the proposals to be voted on at the Shareholder Meeting are “non-routine” matters, banks, brokers and other nominees will not have authority to vote on any proposals unless instructed, so Iconic Sports does not expect there to be any broker non-votes at the Shareholder Meeting.

What vote is required to approve the proposals presented at the Shareholder Meeting?

The approval of each of the Extension Amendment Proposal and the Redemption Limitation Amendment Proposal requires a special resolution under Cayman Islands law, being the affirmative vote of at least a two-thirds (2/3) majority of the votes cast by the holders of the issued Ordinary Shares, voting as a single class, who are present in person or represented by proxy and entitled to vote thereon at the Shareholder Meeting.

How will the Sponsor and Iconic Sports’ directors and officers vote?

The Initial Shareholders have informed us of their intent to vote any Ordinary Shares over which they have voting control in favor of the Extension Amendment Proposal and the Redemption Limitation Amendment Proposal and, if necessary, the Adjournment Proposal.

The Initial Shareholders are not entitled to redeem any Class B Ordinary Shares held by them in connection with the Extension Amendment Proposal and the Redemption Limitation Amendment Proposal. On the Record Date, the Initial Shareholders beneficially owned and were entitled to vote an aggregate of 8,625,000 Class B Ordinary Shares, representing 31.6% of Iconic Sports’ issued and outstanding Ordinary Shares. As a result, in addition to the Initial Shareholders, (i) approval of each of the Extension Amendment Proposal and the Redemption Limitation Amendment Proposal will require the affirmative vote of at least 15,125,001 Ordinary Shares held by public shareholders (or approximately 51.27% of the Class A Ordinary Shares) if all Ordinary Shares are represented at the Shareholder Meeting and cast votes, and no additional Ordinary Shares if only such shares as are required to establish a quorum are represented at the Shareholder Meeting and cast votes; and (ii) approval of the Adjournment Proposal will require the affirmative vote of at least 7,937,501 Ordinary Shares held by public shareholders (or approximately 26.91% of the Class A Ordinary Shares) if all Ordinary Shares are represented at the Shareholder Meeting and cast votes, and no additional Ordinary Shares if only such shares as are required to establish a quorum are represented at the Shareholder Meeting and cast votes.

Who is Iconic Sports’ Sponsor?

Iconic Sports’ sponsor is Iconic Sports Management LLC, a Cayman Islands limited liability company. The Sponsor currently owns 8,535,000 Class B Ordinary Shares, 5,000,000 Units and 17,025,000 Private Placement Warrants. The Sponsor is governed by a board of managers consisting of four managers. Each manager has one vote, and the approval of a majority of the managers is required to approve an action on behalf of the Sponsor. Three of the managers are citizens of countries other than the United States (specifically, the United Kingdom, Belgium, and Austria). Consequently, the Sponsor is “controlled” (as defined in 31 CFR § 800.208) by one or more “foreign persons” (as defined in 31 CFR § 800.224), such that the Sponsor’s involvement in any Business Combination would likely give rise to a “covered transaction” (as defined in 31 CFR § 800.213). A Business Combination may therefore become subject to regulatory review, including review by CFIUS, and that restrictions, limitations or conditions will be imposed by CFIUS. If our Business Combination with a U.S. business is subject to CFIUS review, the scope of which was expanded by the FIRRMA, to include certain non-passive, non-controlling investments in sensitive U.S. businesses and certain acquisitions of real estate even with no underlying U.S. business. FIRRMA, and subsequent implementing regulations that are now in force, also subjects certain categories of investments to mandatory filings. If our potential Business

TABLE OF CONTENTS

Combination with a U.S. business falls within CFIUS’s jurisdiction, we may determine that we are required to make a mandatory filing or that we will submit a voluntary notice to CFIUS, or to proceed with a Business Combination without notifying CFIUS and risk CFIUS intervention, before or after closing a Business Combination. CFIUS may decide to block or delay our Business Combination, impose conditions to mitigate national security concerns with respect to such Business Combination or order us to divest all or a portion of a U.S. business of the combined company without first obtaining CFIUS clearance, which may limit the attractiveness of or prevent us from pursuing certain initial business combination opportunities that we believe would otherwise be beneficial to us and our shareholders. As a result, the pool of potential targets with which we could complete a Business Combination may be limited and we may be adversely affected in terms of competing with other special purpose acquisition companies which do not have similar foreign ownership issues. A failure to notify CFIUS of a transaction where such notification was required or otherwise warranted based on the national security considerations presented by an investment target may expose the Sponsor and/or the combined company to legal penalties, costs, and/or other adverse reputational and financial effects, thus potentially diminishing the value of the combined company. In addition, CFIUS is actively pursuing transactions that were not notified to it and may ask questions regarding, or impose restrictions or mitigation on, a Business Combination post-closing.

Why should I vote “FOR” the Extension Amendment Proposal?

Iconic Sports believes shareholders will benefit from Iconic Sports consummating a Business Combination and is proposing the Extension Amendment Proposal to extend the date by which Iconic Sports has to complete a Business Combination until the Articles Extension Date. Without the Articles Extension, Iconic Sports believes that Iconic Sports may not be able to complete a Business Combination on or before the Termination Date. If that were to occur, Iconic Sports would be forced to liquidate.

Why should I vote “FOR” the Redemption Limitation Amendment Proposal?

Iconic Sports believes shareholders will benefit from Iconic Sports implementing the Articles Extension and is proposing the Redemption Limitation Amendment Proposal to delete the Redemption Limitation. If the Redemption Limitation Amendment Proposal is not approved and there are significant requests for redemption (including as a result of the Redemption Limitation Amendment Proposal) such that Iconic Sports’ net tangible assets would be less than $5,000,001 following the redemptions, we would be unable to implement the Articles Extension.

Why should I vote “FOR” the Adjournment Proposal?

If the Adjournment Proposal is not approved by Iconic Sports’ shareholders, the Board may not be able to adjourn the Shareholder Meeting to a later date or dates in the event that there are insufficient votes to approve the Extension Amendment Proposal and the Redemption Limitation Amendment Proposal.

If presented, the Board recommends that you vote in favor of the Adjournment Proposal.

What if I do not want to vote “FOR” the Extension Amendment Proposal, the Redemption Limitation Amendment Proposal or the Adjournment Proposal?

If you do not want the Extension Amendment Proposal, the Redemption Limitation Amendment

TABLE OF CONTENTS

Proposal or the Adjournment Proposal to be approved, you may “ABSTAIN”, not vote, or vote “AGAINST” such proposal.

If you attend the Shareholder Meeting in person or by proxy, you may vote “AGAINST” the Extension Amendment Proposal, the Redemption Limitation Amendment Proposal or the Adjournment Proposal, and your Ordinary Shares will be counted for the purposes of determining whether the Extension Amendment Proposal, the Redemption Limitation Amendment Proposal or the Adjournment Proposal (as the case may be) are approved.

However, if you fail to attend the Shareholder Meeting in person or by proxy, or if you do attend the Shareholder Meeting in person or by proxy but you “ABSTAIN” or otherwise fail to vote at the Shareholder Meeting, your Ordinary Shares will not be counted for the purposes of determining whether the Extension Amendment Proposal, the Redemption Limitation Amendment Proposal or the Adjournment Proposal (as the case may be) are approved, and your Ordinary Shares which are not voted at the Shareholder Meeting will have no effect on the outcome of such votes.

If the Extension Amendment Proposal and the Redemption Limitation Amendment Proposal is approved, or if the Extension Amendment Proposal is approved and following redemptions in connection with the Articles Extension Iconic Sports’ net tangible assets are at least $5,000,001, then the Adjournment Proposal will not be presented for a vote.

How are the funds in the Trust Account currently being held?

With respect to the regulation of SPACs like Iconic Sports, on March 30, 2022, the SEC issued the SPAC Proposed Rules relating to, among other items, the extent to which SPACs could become subject to regulation under the Investment Company Act, including a proposed rule that would provide SPACs a safe harbor from treatment as an investment company if they satisfy certain conditions that limit a SPAC’s duration, asset composition, business purpose and activities.

With regard to the SEC’s investment company proposals included in the SPAC Proposed Rules, while the funds in the Trust Account have, since Iconic Sports’ Initial Public Offering, been held 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, to mitigate the risk of being viewed as operating an unregistered investment company (including pursuant to the subjective test of Section 3(a)(1)(A) of the Investment Company Act of 1940), Iconic Sports currently intends, prior to October 26, 2023, to instruct Continental, the trustee managing 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 Iconic Sports. Interest on such deposit account is currently 2.75% per annum, but such deposit account carries a variable rate and Iconic Sports cannot assure you that such rate will not decrease or increase significantly.

Will you seek any further extensions to liquidate the Trust Account?

Other than as described in this proxy statement, Iconic Sports does not currently anticipate seeking any further extension to consummate a Business Combination beyond the ones provided for in the Articles Extension Amendment.

What happens if the Extension Amendment Proposal is not approved?

If there are insufficient votes to approve the Extension Amendment Proposal, Iconic Sports may put the Adjournment Proposal to a vote in order to seek additional time to obtain sufficient votes in support of the Articles Extension.

If the Extension Amendment Proposal is not approved at the Shareholder Meeting or at any adjournment thereof or the Articles Extension is not implemented, and a Business Combination is not completed on or before the Termination Date, then as contemplated by and in accordance with the Memorandum and Articles of Association, Iconic Sports (A) may, prior to April 26, 2023, extend the date by which it has to consummate a Business Combination to July 26, 2023, by resolution of the Board and if requested by the Sponsor in connection with a deposit into trust of $3,450,000 ($0.10 per

TABLE OF CONTENTS

Ordinary Share), as provided for in Article 169 of the Memorandum and Articles of Association and the final prospectus of Iconic Sports’ Initial Public Offering, or (B) 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 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 on the funds held in the Trust Account and not previously released to Iconic Sports to pay its taxes, if any (less up to $100,000 of interest to pay dissolution expenses) divided by the number of the then-outstanding Public Shares, which redemption will completely extinguish public shareholders’ rights as shareholders (including the right to receive further liquidation distributions, if any); and (iii) as promptly as reasonably possible following such redemption, subject to the approval of Iconic Sports’ remaining shareholders and the Board, liquidate and dissolve, subject in each case to Iconic Sports’ obligations under Cayman Islands law to provide for claims of creditors and the requirements of other applicable law. There will be no distribution from the Trust Account with respect to Iconic Sports’ warrants, which will expire worthless in the event Iconic Sports dissolves and liquidates the Trust Account.

The Initial Shareholders waived their rights to participate in any liquidation distribution with respect to the 8,625,000 Class B Ordinary Shares held by them.

If the Extension Amendment Proposal is approved, what happens next?

If the Extension Amendment Proposal is approved, Iconic Sports will continue to attempt to consummate a Business Combination until the Articles Extension Date. Iconic Sports will procure that all filings required to be made with the Registrar of Companies of the Cayman Islands in connection with the Extension Amendment Proposal are made and will continue its efforts to obtain approval of a Business Combination at an extraordinary general meeting and consummate the closing of a Business Combination on or before the Articles Extension Date.

If the Extension Amendment Proposal is approved and the Articles Extension is implemented, the removal from the Trust Account of the amount equal to the pro rata portion of funds available in the Trust Account with respect to such redeemed Public Shares will reduce the amount remaining in the Trust Account and increase the percentage interest of Iconic Sports held by Iconic Sports’ officers, directors, the Sponsor and its affiliates. In addition, Iconic Sports’ Memorandum and Articles of Association provide that Iconic Sports cannot redeem or repurchase Public Shares to the extent such redemption would result in Iconic Sports’ failure to have at least $5,000,001 of net tangible assets. As a result, Iconic Sports will not proceed with the Articles Extension unless (i) the Redemption Limitation Amendment Proposal is approved or (ii) Iconic Sports will have at least $5,000,001 of net tangible assets upon its implementation of the Articles Extension, after taking into account the Redemptions.

What happens if the Redemption Limitation Amendment Proposal is not approved?

If there are insufficient votes to approve the Redemption Limitation Amendment Proposal, Iconic Sports may put the Adjournment Proposal to a vote in order to seek additional time to obtain sufficient votes in support of the Redemption Limitation Amendment.

If the Redemption Limitation Amendment Proposal is not approved at the Shareholder Meeting or at any adjournment thereof and following Redemptions in connection with the Articles Extension Iconic Sports doesn’t meet the Redemption Limitation, then the Articles Extension will not be implemented and if a Business Combination is not completed on or before the Termination Date, then as contemplated by and in accordance with the Memorandum and Articles of Association, Iconic Sports (A) may, prior to April 26, 2023, extend the date by which it has to consummate a Business Combination to July 26, 2023, by resolution of the Board and if requested by the Sponsor in connection with a deposit into trust of $3,450,000 ($0.10 per Ordinary Share), as provided for in Article 169 of the Memorandum and Articles of Association and the final prospectus of Iconic Sports’ Initial Public Offering, or (B) 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 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 on the funds held in the Trust Account and not previously released to Iconic Sports to pay its taxes, if any (less up to $100,000 of interest to pay dissolution expenses) divided by the number of the then-outstanding Public Shares, which redemption will completely extinguish public shareholders’ rights as

TABLE OF CONTENTS

shareholders (including the right to receive further liquidation distributions, if any); and (iii) as promptly as reasonably possible following such redemption, subject to the approval of Iconic Sports’ remaining shareholders and the Board, liquidate and dissolve, subject in each case to Iconic Sports’ obligations under Cayman Islands law to provide for claims of creditors and the requirements of other applicable law. There will be no distribution from the Trust Account with respect to Iconic Sports’ warrants, which will expire worthless in the event Iconic Sports dissolves and liquidates the Trust Account.

Additionally, in the event that the Redemption Limitation Amendment Proposal is not approved and we receive notice of redemptions of Public Shares approaching or in excess of the Redemption Limitation, we and/or the Sponsor may take action to increase our net tangible assets to avoid exceeding the Redemption Limitation, which may include, at our and our Sponsor’s option and in our and its sole discretion, any, several or all of the following actions: (a) attempting to secure waivers of certain of our significant liabilities, including the deferred underwriting fees, and (b) entering into non-redemption agreements with certain of our significant shareholders.

If the Redemption Limitation Amendment Proposal is not approved and the Redemption Limitation is exceeded, either because we do not take action to increase our net tangible assets or because our attempt to do so is not successful, then we will not proceed with the Articles Extension and we will not redeem any Public Shares. In such case, Public Shares which a public shareholder elects to redeem but which are not redeemed shall be returned to such public shareholder or such public shareholder’s account and such public shareholder will retain the right to have their Public Shares redeemed for cash if Iconic Sports has not completed an initial Business Combination by the Termination Date.

The Initial Shareholders waived their right to participate in any liquidation distribution with respect to the 8,625,000 Class B Ordinary Shares held by them.

If I vote for or against the Extension Amendment Proposal or the Redemption Limitation Amendment Proposal, do I need to request that my shares be redeemed?

Yes. Whether you vote “for” or “against” the Extension Amendment Proposal or the Redemption Limitation Amendment Proposal, or do not vote at all, you may elect to redeem your shares. However, you will need to submit a redemption request for your shares as described in the redemption procedures describes in this proxy statement if you choose to redeem.

What amount will holders receive upon consummation of a Business Combination or liquidation if the Extension Amendment Proposal is approved?

TABLE OF CONTENTS

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 Lender, 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. If Iconic Sports completes a Business Combination, it will, at the option of the Lender, repay the amounts loaned under the convertible promissory note or convert a portion or all of the amounts loaned under such convertible promissory note into warrants, which warrants will be identical to the Private Placement Warrants issued to the Sponsor in connection with the Initial Public Offering. If Iconic Sports does not complete a Business Combination by the applicable Termination Date, such convertible promissory note will be repaid only from funds held outside of the Trust Account or will be forfeited, eliminated or otherwise forgiven.

Am I being asked to vote on a Business Combination at this Shareholder Meeting?

No. You are not being asked to vote on a Business Combination at this time. If the Articles Extension is implemented and you do not elect to redeem your Public Shares, provided that you are a shareholder on the record date for the shareholder meeting to consider a Business Combination, you will be entitled to vote on a Business Combination when it is submitted to shareholders and will retain the right to redeem your Public Shares for cash in connection with a Business Combination or liquidation, subject to any limitations set forth in the Memorandum and Articles of Association, as amended by the Articles Extension.

Will how I vote affect my ability to exercise Redemption rights?

No. You may exercise your Redemption rights whether or not you are a holder of Public Shares on the Record Date (so long as you are a holder at the time of exercise), or whether you are a holder and vote your Public Shares of Iconic Sports on the Extension Amendment Proposal or the Redemption Limitation Amendment Proposal (for or against) or any other proposal described by this proxy statement. As a result, the Articles Extension can be approved by shareholders who will redeem their Public Shares and no longer remain shareholders, leaving shareholders who choose not to redeem their Public Shares holding shares in a company with a potentially less liquid trading market, fewer shareholders, potentially less cash and the potential inability to meet the listing standards of the New York Stock Exchange.

May I change my vote after I have mailed my signed proxy card?

Yes. Shareholders may send a later-dated, signed proxy card to Iconic Sports at 16 Hanover Square, London, W1S 1HT, United Kingdom so that it is received by Iconic Sports prior to the vote at the Shareholder Meeting (which is scheduled to take place on April 20, 2023 at 11:00 a.m.) or attend the Shareholder Meeting in person (which would include presence at the virtual Shareholder Meeting) and vote. Shareholders also may revoke their proxy by sending a notice of revocation to Iconic Sports’ Chief Executive Officer, which must be received by Iconic Sports’ Chief Executive Officer prior to the vote at the Shareholder Meeting. However, if your shares are held in “street name” by your broker, bank or another nominee, you must contact your broker, bank or other nominee to change your vote.

How are votes counted?

Votes will be counted by the inspector of election appointed for the Shareholder Meeting, who will separately count “FOR” and “AGAINST” votes, “ABSTAIN” and broker non-votes. The approval of each of the Extension Amendment Proposal and the Redemption Limitation Amendment Proposal requires a special resolution under Cayman Islands law, being the affirmative vote of at least a two-thirds (2/3) majority of the votes cast by the holders of the issued Ordinary Shares, voting as a single class, who are present in person or represented by proxy and entitled to vote thereon at the Shareholder Meeting. Approval of the Adjournment Proposal requires an ordinary resolution under Cayman Islands law, being the affirmative vote of at least a majority of the votes cast by the holders of the issued Ordinary Shares who are present in person or represented by proxy and entitled to vote thereon at the Shareholder Meeting.

Shareholders who attend the Shareholder Meeting, either in person or by proxy (or, if a corporation or other non-natural person, by sending their duly authorized representative or proxy), will be counted

TABLE OF CONTENTS

(and the number of Ordinary Shares held by such shareholders will be counted) for the purposes of determining whether a quorum is present at the Shareholder Meeting. The presence, in person or by proxy or by duly authorized representative, at the Shareholder Meeting of the holders of at least one-third of all issued and outstanding Ordinary Shares entitled to vote at the Shareholder Meeting shall constitute a quorum for the Shareholder Meeting.

At the Shareholder Meeting, only those votes which are actually cast, either “FOR” or “AGAINST,” the Extension Amendment Proposal, the Redemption Limitation Amendment Proposal or the Adjournment Proposal, will be counted for the purposes of determining whether the Extension Amendment Proposal, the Redemption Limitation Amendment Proposal or the Adjournment Proposal (as the case may be) are approved, and any Ordinary Shares which are not voted at the Shareholder Meeting will have no effect on the outcome of such votes. Abstentions, while considered present for the purposes of establishing a quorum, will not count as votes cast and will have no effect on the outcome of the vote on the Extension Amendment Proposal, the Redemption Limitation Amendment Proposal or the Adjournment Proposal.

If my shares are held in “street name,” will my broker, bank or nominee automatically vote my shares for me?

If your shares are held in “street name” in a stock brokerage account or by a broker, bank or other nominee, you must provide the record holder of your shares with instructions on how to vote your shares. Please follow the voting instructions provided by your broker, bank or other nominee. Please note that you may not vote shares held in “street name” by returning a proxy card directly to Iconic Sports or by voting online at the Shareholder Meeting unless you provide a “legal proxy,” which you must obtain from your broker, bank or other nominee.

Under the rules of the New York Stock Exchange, brokers who hold shares in “street name” for a beneficial owner of those shares typically have the authority to vote in their discretion on “routine” proposals when they have not received instructions from beneficial owners. However, brokers are not permitted to exercise their voting discretion with respect to the approval of matters that the New York Stock Exchange determines to be “non-routine” without specific instructions from the beneficial owner. It is expected that all proposals to be voted on at the Shareholder Meeting are “non-routine” matters and therefore, Iconic Sports does not expect there to be any broker non-votes at the Shareholder Meeting.

If you are a Iconic Sports shareholder holding your shares in “street name” and you do not instruct your broker, bank or other nominee on how to vote your shares, your broker, bank or other nominee will not vote your shares on the Extension Amendment Proposal, the Redemption Limitation Amendment Proposal or the Adjournment Proposal. Accordingly, your bank, broker, or other nominee can vote your shares at the Shareholder Meeting only if you provide instructions on how to vote. You should instruct your broker to vote your shares as soon as possible in accordance with directions you provide.

Abstentions will be considered present for the purposes of establishing a quorum but, as a matter of Cayman Islands law, will not constitute votes cast at the Shareholder Meeting and therefore will have no effect on the approval of each of the proposals as a matter of Cayman Islands law.

Does the Board recommend voting “FOR” the approval of the Extension Amendment Proposal, the Redemption Limitation Amendment Proposal and the Adjournment Proposal?

Yes. After careful consideration of the terms and conditions of each of the Extension Amendment Proposal, the Redemption Limitation Amendment Proposal and the Adjournment Proposal, the Board has determined that each of the Extension Amendment Proposal, the Redemption Limitation Amendment Proposal and, if presented, the Adjournment Proposal is in the best interests of Iconic Sports and its shareholders. The Board recommends that Iconic Sports’ shareholders vote “FOR” the Extension Amendment Proposal, “FOR” the Redemption Limitation Amendment Proposal and “FOR” the Adjournment Proposal.

What interests do Iconic Sports’ directors and officers have in the approval of the Extension Amendment Proposal?

Iconic Sports’ directors and officers have interests in the Extension Amendment Proposal that may be

TABLE OF CONTENTS

different from, or in addition to, your interests as a shareholder. These interests include, among others, ownership, directly or indirectly through the Sponsor, of Class B Ordinary Shares and Private Placement Warrants. See the section entitled “Proposal No. 1 — The Extension Amendment Proposal — Interests of the Sponsor, Iconic Sports’ Directors, and Officers” in this proxy statement.

What interests do Iconic Sports’ directors and officers have in the approval of the Redemption Limitation Amendment Proposal?

Iconic Sports’ directors and officers have interests in the Redemption Limitation Amendment Proposal that may be different from, or in addition to, your interests as a shareholder. These interests include, among others, ownership, directly or indirectly through the Sponsor, of Class B Ordinary Shares and Private Placement Warrants. See the section entitled “Proposal No. 2 — The Redemption Limitation Amendment Proposal — Interests of the Sponsor, Iconic Sports’ Directors, and Officers” in this proxy statement.

Do I have appraisal rights or dissenters’ rights if I object to the Extension Amendment Proposal or the Redemption Limitation Amendment Proposal?

No. There are no appraisal rights available to Iconic Sports’ shareholders in connection with the Extension Amendment Proposal or the Redemption Limitation Amendment Proposal. There are no dissenters’ rights available to Iconic Sports’ shareholders in connection with the Extension Amendment Proposal or the Redemption Limitation Amendment Proposal under Cayman Islands law. However, you may elect to have your shares redeemed in connection with the adoption of the Extension Amendment Proposal or the Redemption Limitation Amendment Proposal as described under “How do I exercise my redemption rights” below.

If I am a Public Warrant (as defined below) holder, can I exercise redemption rights with respect to my Public Warrants?

No. The holders of warrants issued in connection with the Initial Public Offering (with a whole warrant representing the right to acquire one Class A Ordinary Share at an exercise price of $11.50 per share) (the “Public Warrants”) have no redemption rights with respect to such Public Warrants.

What do I need to do now?

You are urged to read carefully and consider the information contained in this proxy statement and to consider how the Extension Amendment Proposal, the Redemption Limitation Amendment Proposal and the Adjournment Proposal will affect you as a shareholder. You should then vote as soon as possible in accordance with the instructions provided in this proxy statement and on the enclosed proxy card or, if you hold your shares through a brokerage firm, bank or other nominee, on the voting instruction form provided by the broker, bank or nominee.

How do I exercise my redemption rights?

If you are a holder of Class A Ordinary Shares and wish to exercise your right to redeem your Class A Ordinary Shares, you must:

(a) hold Class A Ordinary Shares or (b) hold Class A Ordinary Shares through Units and elect to separate your Units into the underlying Class A Ordinary Shares and Public Warrants prior to exercising your redemption rights with respect to the Class A Ordinary Shares; and

II.

prior to 5:00 p.m., Eastern Time, on April 18, 2023 (two business days prior to the initially scheduled date of the Shareholder Meeting) (a) submit a written request to the Transfer Agent that Iconic Sports redeem your Class A Ordinary Shares for cash and (b) deliver your Class A Ordinary Shares to the Transfer Agent, physically or electronically through the Depository Trust Company (“DTC”).

The address of the Transfer Agent is listed under the question “Who can help answer my questions?” below.

TABLE OF CONTENTS

Holders of Units must elect to separate the underlying Class A Ordinary Shares and Public Warrants prior to exercising redemption rights with respect to the Class A Ordinary Shares. If holders hold their Units in an account at a brokerage firm or bank, holders must notify their broker or bank that they elect to separate the Units into the underlying Class A Ordinary Shares and Public Warrants, or if a holder holds Units registered in its own name, the holder must contact the Transfer Agent directly and instruct it to do so.

In connection with the approval of the Extension Amendment Proposal and the Redemption Limitation Amendment Proposal, any holder of Class A Ordinary Shares will be entitled to request that their Class A Ordinary Shares be redeemed for a per share price, payable in cash, equal to the aggregate amount then on deposit in the Trust Account calculated as of two business days prior to the Shareholder Meeting, including interest earned on the funds held in the Trust Account (net of taxes payable), divided by the number of then-outstanding Class A Ordinary Shares. As of April 5, 2023, the most recent practicable date prior to the date of this proxy statement, this would have amounted to approximately $10.51 per Public Share. However, the proceeds deposited in the Trust Account could become subject to the claims of our creditors, if any, which could have priority over the claims of our public shareholders. Therefore, the per share distribution from the Trust Account in such a situation may be less than originally anticipated due to such claims. We anticipate that the funds to be distributed to public shareholders electing to redeem their Class A Ordinary Shares will be distributed promptly after the Shareholder Meeting.

Any request for redemption, once made by a holder of Class A Ordinary Shares, may be withdrawn at any time until the deadline for exercising redemption requests and thereafter, with the consent of the Board. If you deliver your shares for redemption to the Transfer Agent and later decide prior to the Shareholder Meeting not to elect redemption, you may request that Iconic Sports instruct the Transfer Agent to return the shares (physically or electronically). You may make such request by contacting the Transfer Agent at the phone number or address listed at the end of this section. We will be required to honor such request only if made prior to the deadline for exercising redemption requests.

Any corrected or changed written exercise of redemption rights must be received by the Transfer Agent prior to the deadline for exercising redemption requests and, thereafter, with the consent of the Board. No request for redemption will be honored unless the holder’s shares have been delivered (either physically or electronically) to the Transfer Agent by 5:00 p.m., Eastern Time, on April 18, 2023 (two business days prior to the initially scheduled date of the Shareholder Meeting).

If a holder of Class A Ordinary Shares properly makes a request for redemption and the Class A Ordinary Shares are delivered as described above, then, Iconic Sports will redeem Class A Ordinary Shares for a pro rata portion of funds deposited in the Trust Account, calculated as of two business days prior to the Shareholder Meeting. If you are a holder of Class A Ordinary Shares and you exercise your redemption rights, it will not result in the loss of any Public Warrants that you may hold.

What are the U.S. federal income tax consequences of exercising my redemption rights?

The U.S. federal income tax consequences of exercising your redemption rights will depend on your particular facts and circumstances. Accordingly, you are urged to consult your tax advisor to determine your tax consequences from the exercise of your redemption rights, including the applicability and effect of U.S. federal, state, local and non-U.S. income and other tax laws in light of your particular circumstances. For additional discussion of certain material U.S. federal income tax considerations with respect to the exercise of these redemption rights, see “Certain Material U.S. Federal Income Tax Considerations for Shareholders Exercising Redemption Rights.”

What should I do if I receive more than one set of voting materials for the Shareholder Meeting?

You may receive more than one set of voting materials for the Shareholder Meeting, including multiple copies of this proxy statement and multiple proxy cards or voting instruction cards. For example, if you hold your shares in more than one brokerage account, you will receive a separate voting instruction card for each brokerage account in which you hold shares. If you are a holder of record and your shares are registered in more than one name, you will receive more than one proxy card. Please complete,

TABLE OF CONTENTS

sign, date and return each proxy card and voting instruction card that you receive in order to cast your vote with respect to all of your shares.

Who will solicit and pay the cost of soliciting proxies for the Shareholder Meeting?

Iconic Sports will pay the cost of soliciting proxies for the Shareholder Meeting. Iconic Sports has engaged Morrow Sodali LLC (“Morrow Sodali”) to assist in the solicitation of proxies for the Shareholder Meeting. Iconic Sports will also reimburse banks, brokers and other custodians, nominees and fiduciaries representing beneficial owners of Class A Ordinary Shares for their expenses in forwarding soliciting materials to beneficial owners of Class A Ordinary Shares and in obtaining voting instructions from those owners. The directors and officers of Iconic Sports may also solicit proxies by telephone, by facsimile, by mail or on the Internet. They will not be paid any additional amounts for soliciting proxies.

Who can help answer my questions?

If you have questions about the proposals or if you need additional copies of this proxy statement or the enclosed proxy card you should contact:

Morrow Sodali LLC
333 Ludlow Street, 5th Floor, South Tower
Stamford, CT 06902
Individuals call toll-free (800) 662-5200
Banks and brokers call (203) 658-9400
Email: ICNC.info@investor.morrowsodali.com

You also may obtain additional information about Iconic Sports from documents filed with the SEC by following the instructions in the section titled “Where You Can Find More Information.” If you are a holder of Class A Ordinary Shares and you intend to seek redemption of your shares, you will need to deliver your Class A Ordinary Shares (either physically or electronically) to the Transfer Agent at the address below prior to 5:00 p.m., Eastern Time, on April 18, 2023 (two business days prior to the initially scheduled date of the Shareholder Meeting). If you have questions regarding the certification of your position or delivery of your shares, please contact:

Continental Stock Transfer & Trust Company
One State Street Plaza, 30th Floor
New York, New York 10004
Attn: SPAC Redemption Team
E-mail: spacredemptions@continentalstock.com

TABLE OF CONTENTS

EXTRAORDINARY GENERAL MEETING OF ICONIC SPORTS SHAREHOLDERS

This proxy statement is being provided to Iconic Sports shareholders as part of a solicitation of proxies by the Board for use at the extraordinary general meeting of Iconic Sports Shareholders to be held on April 20, 2023 at 11:00 a.m. and at any adjournment thereof. This proxy statement contains important information regarding the Shareholder Meeting, the proposals on which you are being asked to vote and information you may find useful in determining how to vote and voting procedures.

This proxy statement is being first mailed on or about April 6, 2023 to all shareholders of record of Iconic Sports as of April 3, 2023, the Record Date for the Shareholder Meeting. Shareholders of record who owned Ordinary Shares at the close of business on the Record Date are entitled to receive notice of, attend and vote at the Shareholder Meeting.

Date, Time and Place of Shareholder Meeting

The Shareholder Meeting will be held on April 20, 2023 at 11:00 a.m. Eastern Time, at the offices of Kirkland & Ellis LLP located at 601 Lexington Avenue, New York, New York 10022, and via a virtual meeting, or at such other time, on such other date and at such other place to which the meeting may be postponed or adjourned.

Shareholders who hold their investments through a bank or broker, will need to contact the Transfer Agent to receive a control number. If you plan to vote at the Shareholder Meeting you will need to have a legal proxy from your bank or broker or if you would like to join and not vote, the Transfer Agent will issue you a guest control number with proof of ownership. Either way you must contact the Transfer Agent for specific instructions on how to receive the control number. The Transfer Agent can be contacted at 917-262-2373, or via email at proxy@continentalstock.com. Please allow up to 72 hours prior to the meeting for processing your control number.

If you do not have access to the Internet, you can listen only to the meeting by dialing +1 800-450-7155 (toll-free) (or +1 857-999-9155 if you are located outside the United States and Canada (standard rates apply)) and when prompted enter the pin number 8521828#. Please note that you will not be able to vote or ask questions at the Shareholder Meeting if you choose to participate telephonically.

The Proposals at the Shareholder Meeting

At the Shareholder Meeting, Iconic Sports shareholders will consider and vote on the following proposals:

TABLE OF CONTENTS

twelve months after the Original Termination Date of April 26, 2023, unless the closing of a business combination shall have occurred prior thereto.

Proposal No. 2 — Redemption Limitation Amendment Proposal — To amend, by way of special resolution, Iconic Sports’ Memorandum and Articles of Association to eliminate from the Memorandum and Articles of Association the limitation that Iconic Sports may not redeem Public Shares to the extent that such redemption would result in Iconic Sports 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 in order to allow Iconic Sports to redeem Public Shares irrespective of whether such redemption would exceed the Redemption Limitation.

If the Extension Amendment Proposal is approved and the Articles Extension becomes effective, within ten (10) business days of the date of the Shareholder Meeting, the Lender shall make a deposit into the Trust Account of $360,000 in exchange for a non-interest bearing, unsecured convertible promissory note issued by Iconic Sports to the Lender. In addition, if the Extension Amendment Proposal is approved and the Articles Extension becomes effective, in the event that Iconic Sports has not consummated a Business Combination by July 26, 2023, without approval of Iconic Sports’ public shareholders, Iconic Sports may, by resolution of the Board, 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 Lender will deposit $120,000 into the Trust Account within five (5) business days of the applicable Termination Date for each such monthly extension, for an aggregate deposit of up to $1,080,000 (if all nine additional monthly extensions are exercised), in exchange for a non-interest bearing, unsecured convertible promissory note issued by Iconic Sports to the Lender. 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 Lender 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 Lender, as described herein, in connection with an extension of an applicable Termination Date, and (ii) including any interest earned on the funds held in the Trust Account. If Iconic Sports completes a Business Combination, it will, at the option of the Lender, repay the amounts loaned under the convertible promissory note or convert a portion or all of the amounts loaned under such convertible promissory note into warrants, which warrants will be identical to the Private Placement Warrants issued to the Sponsor in connection with the Initial Public Offering. If Iconic Sports does not complete a Business Combination by the applicable Termination Date, such convertible promissory note will be repaid only from funds held outside of the Trust Account or will be forfeited, eliminated or otherwise forgiven.

Voting Power; Record Date

As a shareholder of Iconic Sports, you have a right to vote on certain matters affecting Iconic Sports. The proposals that will be presented at the Shareholder Meeting and upon which you are being asked to

TABLE OF CONTENTS

vote are summarized above and fully set forth in this proxy statement. You will be entitled to vote or direct votes to be cast at the Shareholder Meeting if you owned Ordinary Shares at the close of business on April 3, 2023, which is the Record Date for the Shareholder Meeting. You are entitled to one vote for each Ordinary Share that you owned as of the close of business on the Record Date. If your shares are held in “street name” or are in a margin or similar account, you should contact your broker, bank or other nominee to ensure that votes related to the shares you beneficially own are properly counted. On the Record Date, there were 43,125,000 issued and outstanding Ordinary Shares, of which 29,500,000 Class A Ordinary Shares are held by public shareholders and 8,625,000 Class B Ordinary Shares are held by the Initial Shareholders.

Recommendation of the Board

THE BOARD UNANIMOUSLY RECOMMENDS
THAT YOU VOTE “FOR” EACH OF THESE PROPOSALS

Quorum

The presence (which would include presence at the virtual Shareholder Meeting), in person or by proxy, of shareholders holding at least one-third of the Ordinary Shares at the Shareholder Meeting constitutes a quorum at the Shareholder Meeting. Abstentions will be considered present for the purposes of establishing a quorum. The Initial Shareholders,, which own approximately 31.6% of the issued and outstanding Ordinary Shares as of the Record Date, will count towards this quorum. As a result, as of the Record Date, in addition to the shares of the Initial Shareholders,, an additional 750,001 Ordinary Shares held by public shareholders would be required to be present at the Shareholder Meeting to achieve a quorum.

Abstentions and Broker Non-Votes

Abstentions will be considered present for the purposes of establishing a quorum but, as a matter of Cayman Islands law, will not constitute votes cast at the Shareholder Meeting and therefore will have no effect on the approval of any of the proposals voted upon at the Shareholder Meeting.

Under New York Stock Exchange rules, if a shareholder holds their shares in “street” name through a bank, broker or other nominee and the shareholder does not instruct their broker, bank or other nominee how to vote their shares on a proposal, the broker, bank or other nominee has the authority to vote the shares in its discretion on certain “routine” matters. However, banks, brokers and other nominees are not authorized to exercise their voting discretion on any “non-routine” matters. This can result in a “broker non-vote,” which occurs on a proposal when (i) a bank, broker or other nominee has discretionary authority to vote on one or more “routine” proposals to be voted on at a meeting of shareholders, (ii) there are one or more “non-routine” proposals to be voted on at the meeting for which the bank, broker or other nominee does not have authority to vote without instructions from the beneficial owner of the shares and (iii) the beneficial owner fails to provide the bank, broker or other nominee with voting instructions on a “non-routine” matter.

We believe that all of the proposals to be voted on at the Shareholder Meeting will be considered non-routine matters. As a result, if you hold your shares in street name, your bank, brokerage firm or other nominee cannot vote your shares on any of the proposals to be voted on at the Shareholder Meeting without your instruction.

Because all of the proposals to be voted on at the Shareholder Meeting are “non-routine” matters, banks, brokers and other nominees will not have authority to vote on any proposals unless instructed, so Iconic Sports does not expect there to be any broker non-votes at the Shareholder Meeting.

Vote Required for Approval

TABLE OF CONTENTS

The Initial Shareholders have informed us of their intent to vote all of their Ordinary Shares in favor of the proposals being presented at the Shareholder Meeting. As of the date of this proxy statement, the Initial Shareholders own approximately 31.6% of the issued and outstanding Ordinary Shares.

The following table reflects the number of additional Public Shares required to approve each proposal assuming that the Initial Shareholders vote all of their Ordinary Shares in favor of the proposals being presented at the Shareholder Meeting:

Number of Additional Public Shares
Required To Approve Proposal

Proposal

Approval Standard

If Only Quorum is Present and
All Present Shares Cast Votes

If All Shares
Are Present
and All Present
Shares Cast Votes

Extension Amendment Proposal

Special Resolution(1)

No additional Public Shares are
required to approve the proposal

15,125,001

Redemption Limitation Amendment Proposal

Special Resolution(1)

No additional Public Shares are
required to approve the proposal

15,125,001

Adjournment Proposal

Ordinary Resolution(2)

No additional Public Shares are
required to approve the proposal

7,937,501

(1)

Under Cayman Islands law, a special resolution requires the affirmative vote of at least a two-thirds (2/3) majority of the votes cast by the holders of the issued Ordinary Shares who are present in person or represented by proxy and entitled to vote thereon at the Shareholder Meeting.

(2)

Under Cayman Islands law, an ordinary resolution requires the affirmative vote of at least a majority of the votes cast by the holders of the issued Ordinary Shares who are present in person or represented by proxy and entitled to vote thereon at the Shareholder Meeting.

Voting Your Shares

If you were a holder of record of Ordinary Shares as of the close of business on April 3, 2023, the Record Date for the Shareholder Meeting, you may vote with respect to the proposals in person or virtually at the Shareholder Meeting, or by completing, signing, dating and returning the enclosed proxy card in the postage-paid envelope provided. Your proxy card shows the number of Ordinary Shares that you own. If your shares are held in “street name” or are in a margin or similar account, you should contact your broker to ensure that votes related to the shares you beneficially own are properly counted.

There are three ways to vote your Ordinary Shares at the Shareholder Meeting:

TABLE OF CONTENTS

provide the record holder of your shares with instructions on how to vote your shares or, if you wish to attend the Shareholder Meeting and vote in person, you will need to bring to the Shareholder Meeting a legal proxy from your broker, bank or nominee authorizing you to vote these shares.

Revoking Your Proxy

If you give a proxy, you may revoke it at any time before the Shareholder Meeting or at the Shareholder Meeting by doing any one of the following:

•

you may send another proxy card with a later date;

•

you may notify Iconic Sports’ Chief Executive Officer in writing to 16 Hanover Square, London, W1S 1HT, United Kingdom, before the Shareholder Meeting that you have revoked your proxy; or

•

you may attend the Shareholder Meeting, revoke your proxy, and vote in person, as indicated above.

No Additional Matters

The Shareholder Meeting has been called only to consider and vote on the approval of the Extension Amendment Proposal, the Redemption Limitation Amendment Proposal and the Adjournment Proposal. Under the Memorandum and Articles of Association, other than procedural matters incident to the conduct of the Shareholder Meeting, no other matters may be considered at the Shareholder Meeting if they are not included in this proxy statement, which serves as the notice of the Shareholder Meeting.

Who Can Answer Your Questions about Voting

If you are a Iconic Sports shareholder and have any questions about how to vote or direct a vote in respect of your Ordinary Shares, you may call Morrow Sodali, our proxy solicitor, by calling (800) 662-5200 (toll-free), or banks and brokers can call (203) 658-9400, or by emailing ICNC.info@investor.morrowsodali.com.

Redemption Rights

Pursuant to the Memorandum and Articles of Association, holders of Class A Ordinary Shares may seek to redeem their shares for cash, regardless of whether they vote for or against, or whether they abstain from voting on, the Extension Amendment Proposal or the Redemption Limitation Amendment Proposal. In connection with the Extension Amendment Proposal and the Redemption Limitation Amendment Proposal and contingent upon the effectiveness of the implementation of the Articles Extension, any shareholder holding Class A Ordinary Shares may demand that Iconic Sports redeem such shares for a full pro rata portion of the Trust Account (which, for illustrative purposes, was $10.51 per share as of April 5, 2023, the most recent practicable date prior to the date of the accompanying proxy statement), calculated as of two business days prior to the Shareholder Meeting. If a holder properly seeks redemption as described in this section, Iconic Sports will redeem these shares for a pro rata portion of funds deposited in the Trust Account and the holder will no longer own these shares following the Shareholder Meeting. However, Iconic Sports will not proceed with the Articles Extension unless (i) the Redemption Limitation Amendment Proposal is approved or (ii) Iconic Sports will have at least $5,000,001 of net tangible assets following approval of the Extension Amendment Proposal, after taking into account Redemptions.

As a holder of Class A Ordinary Shares, you will be entitled to receive cash for any Class A Ordinary Shares to be redeemed only if you:

(i)

hold Class A Ordinary Shares;

(ii)

TABLE OF CONTENTS

yourself as the beneficial holder of the Class A Ordinary Shares and provide your legal name, phone number and address; and

(iii)

deliver your Class A Ordinary Share certificates (if any) and any other redemption forms to Continental, Iconic Sports’ transfer agent, physically or electronically through DTC.

Holders must complete the procedures for electing to redeem their Class A Ordinary Shares in the manner described above prior to 5:00 p.m., Eastern Time, on April 18, 2023 (two business days before the initially scheduled date of the Shareholder Meeting) (the “Redemption Deadline”) in order for their shares to be redeemed.

The redemption rights include the requirement that a holder must identify itself in writing as a beneficial holder and provide its legal name, phone number and address to Continental in order to validly redeem its shares.

If you hold your shares in “street name,” you will have to coordinate with your broker to have your shares certificated or delivered electronically. Shares of Iconic Sports that have not been tendered (either physically or electronically) in accordance with these procedures will not be redeemed for cash. There is a nominal cost associated with this tendering process and the act of certificating the shares or delivering them through DTC’s DWAC system. The Transfer Agent will typically charge the tendering broker $80 and it would be up to the broker whether or not to pass this cost on to the redeeming shareholder.

Any request for redemption, once made by a holder of Class A Ordinary Shares, may not be withdrawn following the Redemption Deadline, unless the Board determines (in its sole discretion) to permit such withdrawal of a redemption request (which it may do in whole or in part).

Any corrected or changed written exercise of redemption rights must be received by Continental, Iconic Sports’ transfer agent, at least two business days prior to the initially scheduled date of the Shareholder Meeting. No request for redemption will be honored unless the holder’s Class A Ordinary Share certificates (if any) and any other redemption forms have been delivered (either physically or electronically) to Continental, Iconic Sports’ transfer agent, prior to 5:00 p.m., Eastern Time, on April 18, 2023 (two business days before the initially scheduled date of the Shareholder Meeting).

Notwithstanding the foregoing, a public shareholder, together with any affiliate of such public shareholder or any other person with whom such public shareholder is acting in concert or as a “group” (as defined in Section 13(d)(3) of the Exchange Act), will be restricted from redeeming its Class A Ordinary Shares with respect to more than an aggregate of 15% of the Class A Ordinary Shares sold in the Initial Public Offering, without our prior consent. Accordingly, if a public shareholder, alone or acting in concert or as a group, seeks to redeem more than 15% of the outstanding Class A Ordinary Shares, then any such shares in excess of that 15% limit would not be redeemed for cash, without our prior consent.

The closing price of Class A Ordinary Shares on April 5, 2023, the most recent practicable date prior to the date of this proxy statement, was $10.51 per share. The cash held in the Trust Account on such date was approximately $362,716,049.58 (including interest not previously released to Iconic Sports to pay its taxes and up to $100,000 of interest not released to Iconic Sports to pay dissolution expenses) (approximately $10.51 per Class A Ordinary Share). The Redemption price per share will be calculated based on the aggregate amount on deposit in the Trust Account, including interest earned on the funds held in the Trust Account (which interest shall be net of taxes paid or payable) two business days prior to the initially scheduled date of the Shareholder Meeting. Prior to exercising redemption rights, shareholders should verify the market price of Class A Ordinary Shares as they may receive higher proceeds from the sale of their ordinary shares in the public market than from exercising their redemption rights if the market price per share is higher than the redemption price. Iconic Sports cannot assure its shareholders that they will be able to sell their Class A Ordinary Shares in the open market, even if the market price per share is higher than the redemption price stated above, as there may not be sufficient liquidity in its securities when its shareholders wish to sell their shares.

If a holder of Class A Ordinary Shares exercises his, her or its redemption rights, then he, she or it will be exchanging his, her or its Class A Ordinary Shares for cash and will no longer own those shares. You will be entitled to receive cash for these shares only if you properly demand redemption by delivering your

TABLE OF CONTENTS

share certificate (either physically or electronically) to Iconic Sports’ transfer agent two business days prior to the initially scheduled date of the Shareholder Meeting.

For a discussion of certain material U.S. federal income tax considerations for shareholders with respect to the exercise of these redemption rights, see “Certain Material U.S. Federal Income Tax Considerations for Shareholders Exercising Redemption Rights.” The consequences of a redemption to any particular shareholder will depend on that shareholder’s particular facts and circumstances. Accordingly, you are urged to consult your tax advisor to determine your tax consequences from the exercise of your redemption rights, including the applicability and effect of U.S. federal, state, local and non-U.S. income and other tax laws in light of your particular circumstances.

Appraisal Rights and Dissenters’ Rights

There are no appraisal rights available to Iconic Sports’ shareholders in connection with the Extension Amendment Proposal or the Redemption Limitation Amendment Proposal. There are no dissenters’ rights available to Iconic Sports’ shareholders in connection with the Extension Amendment Proposal and the Redemption Limitation Amendment Proposal under Cayman Islands law. However, holders of Public Shares may elect to have their shares redeemed in connection with the adoption of the Extension Amendment Proposal and the Redemption Limitation Amendment Proposal, as described under “Redemption Rights” above.

Proxy Solicitation Costs

Iconic Sports is soliciting proxies on behalf of the Board. This proxy solicitation is being made by mail, but also may be made by telephone or in person. Iconic Sports has engaged Morrow Sodali to assist in the solicitation of proxies for the Shareholder Meeting. Iconic Sports and its directors and officers may also solicit proxies in person. Iconic Sports will ask banks, brokers and other institutions, nominees and fiduciaries to forward this proxy statement and the related proxy materials to their principals and to obtain their authority to execute proxies and voting instructions.

Iconic Sports will bear the entire cost of the proxy solicitation, including the preparation, assembly, printing, mailing and distribution of this proxy statement and the related proxy materials. Iconic Sports will pay Morrow Sodali a fee of $37,500, plus disbursements, reimburse Morrow Sodali for its reasonable out-of-pocket expenses and indemnify Morrow Sodali and its affiliates against certain claims, liabilities, losses, damages and expenses for its services as Iconic Sports’ proxy solicitor. Iconic Sports will reimburse brokerage firms and other custodians for their reasonable out-of-pocket expenses for forwarding this proxy statement and the related proxy materials to Iconic Sports shareholders. Directors and officers of Iconic Sports who solicit proxies will not be paid any additional compensation for soliciting.

TABLE OF CONTENTS

PROPOSAL NO. 1 — THE EXTENSION AMENDMENT PROPOSAL

Overview

Iconic Sports is proposing to amend its Memorandum and Articles of Association to give Iconic Sports the option to extend the date by which Iconic Sports has to consummate a Business Combination to the later of: (A) April 26, 2023 (or July 26, 2023, by resolution of the Board and if requested by the Sponsor in connection with a deposit into trust of $3,450,000 ($0.10 per Ordinary Share), as provided for in Article 169 of the Memorandum and Articles of Association and the final prospectus of Iconic Sports’ Initial Public Offering); or (B) July 26, 2023 and to allow Iconic Sports, 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 Board, if requested by the Sponsor, 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 the Original Termination Date of April 26, 2023, unless the closing of a business combination shall have occurred prior thereto.

As contemplated by the Memorandum and Articles of Association, the holders of Iconic Sports’ Public Shares may 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 if the Articles Extension is implemented.

On April 5, 2023, the most recent practicable date prior to the date of this proxy statement, the redemption price per share was approximately $10.51, based on the aggregate amount on deposit in the Trust Account of approximately $362,716,049.58 as of April 5, 2023 (including interest not previously released to Iconic Sports to pay its taxes and up to $100,000 of interest not released to Iconic Sports to pay dissolution expenses), divided by the total number of then outstanding Public Shares. The Redemption price per share will be calculated based on the aggregate amount on deposit in the Trust Account, including interest earned on the funds held in the Trust Account (which interest shall be net of taxes paid or payable) two business days prior to the Shareholder Meeting. The closing price of the Class A Ordinary Shares on the New York Stock Exchange on April 5, 2023 was $10.51. Accordingly, if the market price of the Class A Ordinary Shares were to remain the same until the date of the Shareholder Meeting, exercising redemption rights would not result in a public shareholder receiving more or less per share than if the shares were sold in the open market (based on the per share redemption price as of April 5, 2023). Iconic Sports cannot assure shareholders that they will be able to sell their Class A Ordinary Shares in the open market, even if the market price per share is lower than the redemption price stated above, as there may not be sufficient liquidity in its securities when such shareholders wish to sell their shares. Iconic Sports believes that such redemption right enables its public shareholders to determine whether or not to sustain their investments for an additional period if Iconic Sports does not complete a Business Combination on or before the Termination Date.

Reasons for the Extension Amendment Proposal

Iconic Sports’ Memorandum and Articles of Association provide that Iconic Sports has until April 26, 2023 (or July 26, 2023, by resolution of the Board and if requested by the Sponsor in connection with a deposit into trust of $3,450,000 ($0.10 per Ordinary Share), as provided for in Article 169 of the Memorandum and Articles of Association and the final prospectus of Iconic Sports’ Initial Public Offering) to complete a Business Combination. Iconic Sports and its officers and directors agreed that they would not seek to amend Iconic Sports’ Memorandum and Articles of Association to allow for a longer period of time to complete a Business Combination unless Iconic Sports provided holders of its Public Shares with the right to seek redemption of their Public Shares in connection therewith. The Board believes that it is in the best interests of Iconic Sports shareholders that the Articles Extension be obtained so that Iconic Sports will have an additional amount of time to consummate a Business Combination. Without the Articles Extension, Iconic Sports believes that Iconic Sports may not be able to complete a Business Combination on or before April 26, 2023 (or July 26, 2023, by resolution of the Board and if requested by the Sponsor in connection with a deposit into trust of $3,450,000 ($0.10 per Ordinary Share), as provided for in Article 169 of the

TABLE OF CONTENTS

Memorandum and Articles of Association and the final prospectus of Iconic Sports’ Initial Public Offering). If that were to occur, Iconic Sports would be forced to liquidate.

The Extension Amendment Proposal is essential to allowing Iconic Sports additional time to consummate a Business Combination. Approval of the Extension Amendment Proposal is a condition to the implementation of the Articles Extension. Iconic Sports will not proceed with the Articles Extension unless (i) the Redemption Limitation Amendment Proposal is approved or (ii) Iconic Sports will have at least $5,000,001 of net tangible assets following approval of the Extension Amendment Proposal, after taking into account the Redemptions.

If the Extension Amendment Proposal is approved and the Articles Extension becomes effective, within ten (10) business days of the date of the Shareholder Meeting, the Lender shall make a deposit into the Trust Account of $360,000 in exchange for a non-interest bearing, unsecured convertible promissory note issued by Iconic Sports to the Lender. In addition, if the Extension Amendment Proposal is approved and the Articles Extension becomes effective, in the event that Iconic Sports has not consummated a Business Combination by July 26, 2023, without approval of Iconic Sports’ public shareholders, Iconic Sports may, by resolution of the Board, 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 Lender will deposit $120,000 into the Trust Account within five (5) business days of the applicable Termination Date for each such monthly extension, for an aggregate deposit of up to $1,080,000 (if all nine additional monthly extensions are exercised), in exchange for a non-interest bearing, unsecured convertible promissory note issued by Iconic Sports to the Lender. 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 Lender 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 Lender, 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. If Iconic Sports completes a Business Combination, it will, at the option of the Lender, repay the amounts loaned under the convertible promissory note or convert a portion or all of the amounts loaned under such convertible promissory note into warrants, which warrants will be identical to the Private Placement Warrants issued to the Sponsor in connection with the Initial Public Offering. If Iconic Sports does not complete a Business Combination by the applicable Termination Date, such convertible promissory note will be repaid only from funds held outside of the Trust Account or will be forfeited, eliminated or otherwise forgiven.

If the Extension Amendment Proposal is Not Approved

If the Extension Amendment Proposal is not approved, and a Business Combination is not completed on or before the Termination Date, then, as contemplated by and in accordance with the Memorandum and Articles of Association, Iconic Sports (A) may, prior to April 26, 2023, extend the date by which it has to consummate a Business Combination to July 26, 2023, by resolution of the Board and if requested by the Sponsor in connection with a deposit into trust of $3,450,000 ($0.10 per Ordinary Share), as provided for in Article 169 of the Memorandum and Articles of Association and the final prospectus of Iconic Sports’ Initial Public Offering, or (B) 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 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 on the funds held in the Trust Account and not previously released to Iconic Sports to pay its taxes, if any (less up to $100,000 of interest to pay dissolution expenses) divided by the number of the then-outstanding Public Shares, which redemption will completely extinguish public shareholders’ rights as shareholders (including the right to receive further liquidation distributions, if any); and (iii) as promptly as reasonably possible following such redemption, subject to the approval of Iconic Sports’ remaining shareholders and the Board, liquidate and dissolve, subject in each case to Iconic Sports’ obligations under

TABLE OF CONTENTS

Cayman Islands law to provide for claims of creditors and the requirements of other applicable law. There will be no distribution from the Trust Account with respect to Iconic Sports’ warrants, which will expire worthless in the event Iconic Sports dissolves and liquidates the Trust Account.

The Initial Shareholders waived their right to participate in any liquidation distribution with respect to the 8,625,000 Class B Ordinary Shares held by them.

If the Extension Amendment Proposal is Approved

If the Extension Amendment Proposal is approved, Iconic Sports shall procure that all filings required to be made with the Registrar of Companies of the Cayman Islands in connection with the Extension Amendment Proposal to extend the time it has to complete a Business Combination until the Articles Extension Date are made. Iconic Sports will then continue to attempt to consummate a Business Combination until the Articles Extension Date. Iconic Sports will remain a reporting company under the Exchange Act and its Class A Ordinary Shares and Public Warrants will remain publicly traded during this time.

In addition, Iconic Sports will not proceed with the Articles Extension unless (i) the Redemption Limitation Amendment Proposal is approved or (ii) if Iconic Sports will have at least $5,000,001 of net tangible assets following approval of the Extension Amendment Proposal, after taking into account the Redemptions.

Interests of the Sponsor, Iconic Sports’ Directors, and Officers

When you consider the recommendation of the Board, Iconic Sports shareholders should be aware that aside from their interests as shareholders, the Sponsor, certain members of the Board, and officers of Iconic Sports have interests that are different from, or in addition to, those of other shareholders generally. The Board was aware of and considered these interests, among other matters, in recommending to Iconic Sports shareholders that they approve the Extension Amendment Proposal. Iconic Sports shareholders should take these interests into account in deciding whether to approve the Extension Amendment Proposal:

•

the fact that the Sponsor paid $17,025,000 for 17,025,000 Private Placement Warrants, each of which is exercisable commencing on the later of 12 months from the closing of our Initial Public Offering and 30 days following the closing of a Business Combination for one Class A Ordinary Share at $11.50 per share; if the Extension Amendment Proposal is not approved and we do not consummate a Business Combination by the Original Termination Date, then the proceeds from the sale of the Private Placement Warrants will be part of the liquidating distribution to the public shareholders and the warrants held by our Sponsor will be worthless;

•

the fact that the Initial Shareholders (and certain of Iconic Sports’ officers and directors who are members of the Sponsor), have invested in Iconic Sports an aggregate of $17,050,000, comprising of the $25,000 purchase price for 8,625,000 Class B Ordinary Shares and the $17,025,000 purchase price for 17,025,000 Private Placement Warrants. Assuming a trading price of $10.51 per Class A Ordinary Share (based upon the closing price of the Class A Ordinary Shares on the New York Stock Exchange on April 5, 2023, the most recent practicable date prior to the date of this proxy statement), the 8,625,000 Class B Ordinary Shares would have an implied aggregate market value of $90,648,750. Even if the trading price of the shares of Class A Ordinary Shares were as low as approximately $1.98 per share, the aggregate market value of the Class B Ordinary Shares alone (without taking into account the value of the Private Placement Warrants) would be approximately equal to the initial investment in Iconic Sports by the Sponsor. As a result, if a Business Combination is completed, the Sponsor is likely to be able to make a substantial profit on its investment in Iconic Sports at a time when the Class A Ordinary Shares have lost significant value. On the other hand, if the Extension Amendment Proposal is not approved and Iconic Sports liquidates without completing a Business Combination before the Original Termination Date, the Initial Shareholders will lose its entire investment in Iconic Sports;

•

the fact that the Sponsor, Iconic Sports’ directors, and officers have agreed not to redeem any Ordinary Shares held by them in connection with a shareholder vote to approve a Business Combination or the Extension Amendment Proposal;

TABLE OF CONTENTS

•

the fact that the Sponsor and Iconic Sports’ officers and directors have waived their rights to liquidating distributions from the Trust Account with respect to any Ordinary Shares (other than Public Shares) held by them if the Extension Amendment Proposal is not approved and Iconic Sports fails to complete a Business Combination by the Original Termination Date;

•

the indemnification of Iconic Sports’ existing directors and officers and the liability insurance maintained by Iconic Sports;

•

the fact that the Sponsor and Iconic Sports’ officers and directors will lose their entire investment in Iconic Sports and will not be reimbursed for any loans extended, fees due or out-of-pocket expenses if the Extension Amendment Proposal is not approved and a Business Combination is not consummated by the Original Termination Date. As of the date of this proxy statement, the Sponsor has extended a loan for $750,000 to Iconic Sports for general corporate purposes pursuant to a convertible promissory note dated December 28, 2022;

•

the fact that Iconic Sports will lose the option to enter into a Business Combination with 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, which 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 the 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 Iconic Sports may enter into a business combination with Eagle Football for a valuation of approximately $1.2 billion. Iconic Sports 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; (iii) the separate approval of Iconic Sports’ 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. You are not being asked to vote on a potential Business Combination at this time. If the Extension Amendment Proposal is implemented and you do not elect to redeem your Public Shares, provided that you are a shareholder on the record date for a meeting to consider a potential Business Combination, you will retain the right to vote on the potential Business Combination when it is submitted to shareholders and the right to redeem your Public Shares for cash in the event the potential Business Combination is approve and completed or we have not consummated a Business Combination by the Articles Extension Date or the Additional Articles Extension Date, as appliable; and

•

the fact that if the Trust Account is liquidated, including in the event Iconic Sports is unable to complete an initial business combination within the required time period, Sponsor has agreed to indemnify Iconic Sports to ensure that the proceeds in the Trust Account are not reduced below $10.25 per public share, or such lesser per public share amount as is in the Trust Account on the Termination Date, by the claims of prospective target businesses with which Iconic Sports has entered into an acquisition agreement or claims of any third party for services rendered or products sold to Iconic Sports, but only if such a vendor or target business has not executed a waiver of any and all rights to seek access to the Trust Account.

Redemption Rights

TABLE OF CONTENTS

and the holder will no longer own these shares following the Shareholder Meeting. However, Iconic Sports will not proceed with the Articles Extension unless (i) the Redemption Limitation Amendment Proposal is approved or (ii) Iconic Sports will have at least $5,000,001 of net tangible assets following approval of the Extension Amendment Proposal, after taking into account Redemptions.

As a holder of Class A Ordinary Shares, you will be entitled to receive cash for any Class A Ordinary Shares to be redeemed only if you:

(i)

hold Class A Ordinary Shares;

(ii)

submit a written request to Continental, Iconic Sports’ transfer agent, in which you (i) request that Iconic Sports redeem all or a portion of your Class A Ordinary Shares for cash, and (ii) identify yourself as the beneficial holder of the Class A Ordinary Shares and provide your legal name, phone number and address; and

(iii)

deliver your Class A Ordinary Share certificates (if any) and any other redemption forms to Continental, Iconic Sports’ transfer agent, physically or electronically through DTC.

If you hold the shares in “street name,” you will have to coordinate with your broker to have your shares certificated or delivered electronically. Shares of Iconic Sports that have not been tendered (either physically or electronically) in accordance with these procedures will not be redeemed for cash. There is a nominal cost associated with this tendering process and the act of certificating the shares or delivering them through DTC’s DWAC system. The Transfer Agent will typically charge the tendering broker $80 and it would be up to the broker whether or not to pass this cost on to the redeeming shareholder.

Any corrected or changed written exercise of redemption rights must be received by Continental, Iconic Sports’ transfer agent, at least two business days prior to the initially scheduled date of the Shareholder Meeting. No request for redemption will be honored unless the holder’s Class A Ordinary Shares have been delivered (either physically or electronically) to Continental, Iconic Sports’ transfer agent, prior to 5:00 p.m., Eastern Time, on April 18, 2023 (two business days before the initially scheduled date of the Shareholder Meeting).

TABLE OF CONTENTS

they may receive higher proceeds from the sale of their ordinary shares in the public market than from exercising their redemption rights if the market price per share is higher than the redemption price. Iconic Sports cannot assure its shareholders that they will be able to sell their Class A Ordinary Shares in the open market, even if the market price per share is higher than the redemption price stated above, as there may not be sufficient liquidity in its securities when its shareholders wish to sell their shares.

If a holder of Class A Ordinary Shares exercises his, her or its redemption rights, then he, she or it will be exchanging its Class A Ordinary Shares for cash and will no longer own those shares. You will be entitled to receive cash for these shares only if you properly demand redemption by delivering your share certificate (either physically or electronically) to Iconic Sports’ transfer agent two business days prior to the initially scheduled date of the Shareholder Meeting.

Vote Required for Approval

The approval of the Extension Amendment Proposal requires a special resolution under Cayman Islands law, being the affirmative vote of at least a two-thirds (2/3) majority of the votes cast by the holders of the issued Ordinary Shares, voting as a single class, who are present in person or represented by proxy and entitled to vote thereon at the Shareholder Meeting. Abstentions will be considered present for the purposes of establishing a quorum but, as a matter of Cayman Islands law, will not constitute votes cast at the Shareholder Meeting and therefore will have no effect on the approval of the Extension Amendment Proposal.

As of the date of this proxy statement, the Sponsor has agreed to vote any Ordinary Shares owned by it in favor of the Extension Amendment Proposal. As of the date hereof, the Initial Shareholders own approximately 31.6% of the issued and outstanding Ordinary Shares and has not purchased any additional Public Shares in connection with the proposals to be voted upon in connection with the Shareholder Meeting, but may do so at any time. As a result, in addition to the Sponsor, approval of the Extension Amendment Proposal will require the affirmative vote of at least 15,125,001 Ordinary Shares held by public shareholders (or approximately 51.27% of the Class A Ordinary Shares) if all Ordinary Shares are represented at the Shareholder Meeting and cast votes, and no additional Ordinary Shares if only such shares as are required to establish a quorum are represented at the Shareholder Meeting and cast votes.

Resolution

The full text of the resolution to be voted upon is as follows:

RESOLVED, as a special resolution that:

Article 169 of Iconic Sports’ Amended and Restated Memorandum and Articles of Association be deleted in its entirety and replaced with the following new Article 169:

“(a) In the event that the Company does not consummate a Business Combination by the later of:

(II) July 26, 2023 (or April 26, 2024, if applicable and if the procedures under the provisions of Article 169(b) are followed); or

the Company shall: (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 the Public Shares, at

TABLE OF CONTENTS

a per-Share price, payable in cash, equal to the aggregate amount then on deposit in the Trust Fund, including interest earned on the Trust Fund and not previously released to the Company to pay income taxes, if any, (less up to $100,000 of interest to pay dissolution expenses), divided by the number of Public Shares then in issue, which redemption will completely extinguish public Members’ rights as Members (including the right to receive further liquidation distributions, if any); and (iii) as promptly as reasonably possible following such redemption, subject to the approval of the Company’s remaining Members and the Directors, liquidate and dissolve, subject in the case of sub-articles (ii) and (iii), to its obligations under Cayman Islands law to provide for claims of creditors and in all cases subject to the other requirements of applicable law.

(b) Notwithstanding the foregoing or any other provisions of these Articles, if the Company has not exercised its option to extend the period of time to consummate an initial Business Combination by a one three (3) month extension on or before the date that is eighteen (18) months after the closing of the IPO, as provided in Article 169(a)(I) hereof, and in the event that the Company has not consummated a Business Combination within twenty-one (21) months from the consummation of the IPO pursuant to Article 169(a)(II) hereof, the Company may, without another shareholder vote, elect to extend the date to consummate the Business Combination on a monthly basis for up to nine times by an additional one month each time after the date that is twenty-one (21) months after the closing of the IPO, by resolution of the Directors, if requested by the Sponsor in writing, and upon five days’ advance notice prior to the applicable Termination Date, until the date that is thirty (30) months after the closing of the IPO, provided that the Sponsor (or one or more of its affiliates, members or third-party designees) (the “Lender”) will deposit US$120,000 into the Trust Account for each such monthly extension, for an aggregate deposit of up to US$1,080,000 (if all nine additional monthly extensions are exercised), in exchange for a non-interest bearing, unsecured convertible promissory note issued by the Company to the Lender. If the Company completes a Business Combination, it will, at the option of the Lender, repay the amounts loaned under the convertible promissory note or convert a portion or all of the amounts loaned under such convertible promissory note into warrants, which warrants will be identical to the private placement warrants issued to the Sponsor at the time of the IPO. If the Company does not complete a Business Combination by the applicable Termination Date, such convertible promissory note will be repaid only from funds held outside of the Trust Account or will be forfeited, eliminated or otherwise forgiven.”

(I) to Article 169 that would affect the substance or timing of the Company’s obligation to redeem 100% of the Public Shares if the Company:

(II) to any other provisions of these Articles relating to the rights of holders of Class A Shares,

TABLE OF CONTENTS

including interest earned on the Trust Fund and not previously released to the Company to pay our income taxes, if any, (less up to $100,000 of interest to pay dissolution expenses), divided by the number of Public Shares then in issue.”

Article 171(b)(ii) of Iconic Sports’ Amended and Restated Memorandum and Articles of Association be deleted in its entirety and replaced with the following new Article 171(b)(ii):

Article 170 of Iconic Sports’ Amended and Restated Memorandum and Articles of Association be deleted in its entirety and replaced with the following new Article 170:

Recommendation of the Board

THE BOARD UNANIMOUSLY RECOMMENDS THAT ICONIC SPORT SHAREHOLDERS VOTE “FOR” THE EXTENSION AMENDMENT PROPOSAL.

TABLE OF CONTENTS

PROPOSAL NO. 2 — THE REDEMPTION LIMITATION AMENDMENT PROPOSAL

Overview

Iconic Sports is proposing to amend its Memorandum and Articles of Association to eliminate the requirement that Iconic Sports have at least $5,000,001 in tangible net assets (as determined in accordance with Rule 3a51-1(g)(1) under the Exchange Act) following redemptions in connection with this Shareholder Meeting or a Business Combination.

Without the Redemption Limitation Amendment, Iconic Sports may not be able to implement the Articles Extension if following redemptions in connection with the Articles Extension Iconic Sports would not have at least $5,000,001 in tangible net assets (as determined in accordance with Rule 3a51-1(g)(1) under the Exchange Act). If that were to occur, Iconic Sports would be forced to liquidate on the Termination Date.

The purpose of the Redemption Limitation requirements was to ensure that Iconic Sports would not be subject to the “penny stock” rules of the SEC as long as it met the Redemption Limitation requirement, and therefore not be deemed a “blank check company” as defined under Rule 419 of the Securities Act because it complied with Rule 3a51-1(g)(1) (the “NTA Rule”). Iconic Sports is proposing to amend its Memorandum and Articles of Association to remove the Redemption Limitation requirements. The NTA Rule is one of several exclusions from the “penny stock” rules of the SEC and Iconic Sports believes that it can rely on another exclusion, which relates to it being listed on the New York Stock Exchange (Rule 3a51-1(a)(2)) (the “Exchange Rule”). Therefore, Iconic Sports intends to rely on the exclusion from the penny stock rules set forth in Rule 3a51-1(a)(2) as a result of its securities being listed on the New York Stock Exchange.

As disclosed in our initial public offering prospectus, Iconic Sports 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. Under Rule 419 of the Securities Act the term “blank check company” means a company that (i) is a development stage company that has no specific business plan or purpose or has indicated that its business plan is to engage in a merger or acquisition with an unidentified company or companies, or other entity or person; and (ii) is issuing “penny stock,” as defined in Rule 3a51-1 under the Exchange Act. Rule 3a51-1 sets forth that the term “penny stock” shall mean any equity security, unless it fits within certain enumerated exclusions including the NTA Rule and the Exchange Rule. Historically SPACs have relied upon the NTA Rule to avoid being deemed a penny stock issuer. The inclusion of the Redemption Limitation requirements in the Memorandum and Articles of Association was to ensure that through the consummation of an initial Business Combination, Iconic Sports would not be considered a penny stock issuer and therefore a blank check company if no other exemption from the rule was available.

The Exchange Rule excludes from the definition of “penny stock” a security that is registered, or approved for registration upon notice of issuance, on a national securities exchange, or is listed, or approved for listing upon notice of issuance on, an automated quotation system sponsored by a registered national securities association, that has established initial listing standards that meet or exceed the criteria in the rule. Iconic Sports’ securities are listed on the New York Stock Exchange and have been since the consummation of its Initial Public Offering. Iconic Sports believes that the New York Stock Exchange has initial listing standards that meet the criteria identified in the Exchange Rule and that it can therefore rely on this rule to avoid being treated as a penny stock. Therefore, the inclusion of the Redemption Limitation in the Memorandum and Articles of Association is unnecessary.

Reasons for the Redemption Limitation Amendment Proposal

Shareholders are being asked to adopt the proposed Redemption Limitation Amendment Proposal which, in the judgment of the Board, may facilitate the consummation of an initial Business Combination. The Memorandum and Articles of Association limit Iconic Sports’ ability to consummate an initial Business Combination, or to redeem Ordinary Shares in connection with an initial Business Combination, if it would cause Iconic Sports to have less than $5,000,001 in net tangible assets. The purpose of such limitation was initially to ensure that the Ordinary Shares were not deemed to be a “penny stock” pursuant to Rule 3a51-1 under the Exchange Act in the event that such Ordinary Shares failed to be listed on an approved

TABLE OF CONTENTS

national securities exchange. If the Redemption Limitation Amendment Proposal is not approved and there are significant requests for redemption in connection with the Articles Extension such that following such redemptions, Iconic Sports’ net tangible assets would be less than $5,000,001, the Redemption Limitation in the Memorandum and Articles of Association would prevent Iconic Sports from being able to implement the Articles Extension. If that were to occur, Iconic Sports would be forced to liquidate on the Termination Date.

Additionally, if the Redemption Limitation Amendment Proposal is not approved and there are significant requests for redemption in connection with consummation of an initial Business Combination, the Redemption Limitation in the Memorandum and Articles of Association would prevent Iconic Sports from being able to consummate an initial Business Combination even if all other conditions to closing are met.

If the Redemption Limitation Proposal is Not Approved

If the Redemption Limitation Amendment Proposal is not approved, we will not redeem Public Shares to the extent that accepting all properly submitted redemption requests would exceed the Redemption Limitation. In the event that the Redemption Limitation Amendment Proposal is not approved and we receive notice of redemptions of Public Shares approaching or in excess of the Redemption Limitation, we and/or the Sponsor may take action to increase our net tangible assets to avoid exceeding the Redemption Limitation, which may include, at our and our Sponsor’s option and in our and its sole discretion, any, several or all of the following actions: (a) attempting to secure waivers of certain of our significant liabilities, including the deferred underwriting fees, and (b) entering into non-redemption agreements with certain of our significant shareholders. If the Redemption Limitation Amendment Proposal is not approved and the Redemption Limitation is exceeded, either because we do not take action to increase our net tangible assets or because our attempt to do so is not successful, then we will not proceed with the Articles Extension and we will not redeem any Public Shares. In such case, Public Shares which a public shareholder elects to redeem but which are not redeemed shall be returned to such public shareholder or such public shareholder’s account and such public shareholder will retain the right to have their Public Shares redeemed for cash if Iconic Sports has not completed an initial Business Combination by the Termination Date.

If the Redemption Limitation Proposal is Approved

If the Redemption Limitation Amendment Proposal is approved (and the Extension Amendment Proposal is also approved), Iconic Sports shall procure that all filings required to be made with the Registrar of Companies of the Cayman Islands in connection with the Extension Amendment Proposal and the Redemption Limitation Amendment Proposal are made and, assuming the Extension Amendment Proposal is approved, redeem Public Shares as necessary, irrespective of whether such redemptions exceed the Redemption Limitation.

Interests of the Sponsor, Iconic Sports’ Directors, and Officers

When you consider the recommendation of the Board, Iconic Sports shareholders should be aware that aside from their interests as shareholders, the Sponsor, certain members of the Board, and officers of Iconic Sports have interests that are different from, or in addition to, those of other shareholders generally. The Board was aware of and considered these interests, among other matters, in recommending to Iconic Sports shareholders that they approve the Redemption Limitation Amendment Proposal. Iconic Sports shareholders should take these interests into account in deciding whether to approve the Redemption Limitation Amendment Proposal:

•

TABLE OF CONTENTS

•

the fact that the Sponsor (and certain of Iconic Sports’ officers and directors who are members of the Sponsor), have invested in Iconic Sports an aggregate of $17,050,000, comprising of the $25,000 purchase price for 8,625,000 Class B Ordinary Shares) and the $17,025,000 purchase price for 17,025,000 Private Placement Warrants. Assuming a trading price of $10.51 per Class A Ordinary Share (based upon the closing price of the Class A Ordinary Shares on the New York Stock Exchange on April 5, 2023, the most recent practicable date prior to the date of this proxy statement), the 8,625,000 Class B Ordinary Shares would have an implied aggregate market value of $90,648,750. Even if the trading price of the shares of Class A Ordinary Shares were as low as approximately $1.98 per share, the aggregate market value of the Class B Ordinary Shares alone (without taking into account the value of the Private Placement Warrants) would be approximately equal to the initial investment in Iconic Sports by the Sponsor. As a result, if a Business Combination is completed, the Sponsor is likely to be able to make a substantial profit on their investment in Iconic Sports at a time when the Class A Ordinary Shares have lost significant value. On the other hand, if the Extension Amendment Proposal is not approved and Iconic Sports liquidates without completing a Business Combination before the Original Termination Date, the Sponsor will lose its entire investment in Iconic Sports;

•

the fact that the Sponsor and Iconic Sports’ other current officers and directors have waived their rights to liquidating distributions from the Trust Account with respect to any Ordinary Shares (other than Public Shares) held by them if the Extension Amendment Proposal is not approved and Iconic Sports fails to complete a Business Combination by the Original Termination Date;

•

the indemnification of Iconic Sports’ existing directors and officers and the liability insurance maintained by Iconic Sports;

•

the fact that Iconic Sports will lose the option to enter into a Business Combination with 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, which acquired a significant controlling stake in French Ligue 1 club, Olympique Lyonnais. In connection with such acquisition, Iconic Eagle, an affiliate of the 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 Iconic Sports may enter into a business combination with Eagle Football for a valuation of approximately $1.2 billion. Iconic Sports 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; (iii) the separate approval of Iconic Sports’ 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. You are not being asked to vote on a potential Business Combination at this time. If the Extension Amendment Proposal is implemented and you do not elect to redeem your Public Shares, provided that you are a shareholder on the record date for a meeting to consider a potential Business Combination, you will retain the right to vote on the potential Business Combination when it is submitted to shareholders and the right to redeem your Public Shares for cash in the event the potential Business Combination is approve and completed or we have not consummated a Business Combination by the Articles Extension Date or the Additional Articles Extension Date, as appliable; and

TABLE OF CONTENTS

•

Redemption Rights

Pursuant to the Memorandum and Articles of Association, holders of Class A Ordinary Shares may seek to redeem their shares for cash, regardless of whether they vote for or against, or whether they abstain from voting on, the Redemption Limitation Amendment Proposal. In connection with the Redemption Limitation Amendment Proposal and contingent upon the effectiveness of the implementation of the Articles Extension, any shareholder holding Class A Ordinary Shares may demand that Iconic Sports redeem such shares for a full pro rata portion of the Trust Account (which, for illustrative purposes, was approximately $10.51 per share as of April 5, 2023, the most recent practicable date prior to the date of this proxy statement), calculated as of two business days prior to the Shareholder Meeting. If a holder properly seeks redemption as described in this section, Iconic Sports will redeem these shares for a pro rata portion of funds deposited in the Trust Account and the holder will no longer own these shares following the Shareholder Meeting.

As a holder of Class A Ordinary Shares, you will be entitled to receive cash for any Class A Ordinary Shares to be redeemed only if you:

(i)

hold Class A Ordinary Shares;

(ii)

(iii)

deliver your Class A Ordinary Share certificates (if any) and any other redemption forms to Continental, Iconic Sports’ transfer agent, physically or electronically through DTC.

Any corrected or changed written exercise of redemption rights must be received by Continental, Iconic Sports’ transfer agent, at least two business days prior to the initially scheduled date of the Shareholder Meeting. No request for redemption will be honored unless the holder’s Class A Ordinary Shares have been delivered (either physically or electronically) to Continental, Iconic Sports’ transfer agent, prior to

TABLE OF CONTENTS

5:00 p.m., Eastern Time, on April 18, 2023 (two business days before the initially scheduled date of the Shareholder Meeting).

The closing price of Class A Ordinary Shares on April 5, 2023, the most recent practicable date prior to the date of this proxy statement, was $10.51 per share. The cash held in the Trust Account on such date was approximately $362,716,049.58 (including interest not previously released to Iconic Sports to pay its taxes and up to $100,000 of interest not released to Iconic Sports to pay dissolution expenses) (approximately $10.51 per Class A Ordinary Share). The Redemption price per share will be calculated based on the aggregate amount on deposit in the Trust Account, including interest earned on the funds held in the Trust Account (which interest shall be net of taxes paid or payable) two business days prior to the Shareholder Meeting. Prior to exercising redemption rights, shareholders should verify the market price of Class A Ordinary Shares as they may receive higher proceeds from the sale of their ordinary shares in the public market than from exercising their redemption rights if the market price per share is higher than the redemption price. Iconic Sports cannot assure its shareholders that they will be able to sell their Class A Ordinary Shares in the open market, even if the market price per share is higher than the redemption price stated above, as there may not be sufficient liquidity in its securities when its shareholders wish to sell their shares.

Vote Required for Approval

The approval of the Redemption Limitation Amendment Proposal requires a special resolution under Cayman Islands law, being the affirmative vote of at least a two-thirds (2/3) majority of the votes cast by the holders of the issued Ordinary Shares, voting as a single class, who are present in person or represented by proxy and entitled to vote thereon at the Shareholder Meeting. Abstentions will be considered present for the purposes of establishing a quorum but, as a matter of Cayman Islands law, will not constitute votes cast at the Shareholder Meeting and therefore will have no effect on the approval of the Redemption Limitation Amendment Proposal.

As of the date of this proxy statement, the Sponsor has agreed to vote any Ordinary Shares owned by it in favor of the Redemption Limitation Amendment Proposal. As of the date hereof, the Initial Shareholders own owns approximately 31.6% of the issued and outstanding Ordinary Shares and has not purchased any additional Public Shares in connection with the proposals to be voted upon in connection with the Shareholder Meeting, but may do so at any time. As a result, in addition to the Initial Shareholders, approval of the Redemption Limitation Amendment Proposal will require the affirmative vote of at least 15,125,001 Ordinary Shares held by public shareholders (or approximately 51.27% of the Class A Ordinary Shares) if all Ordinary Shares are represented at the Shareholder Meeting and cast votes, and no additional Ordinary Shares if only such shares as are required to establish a quorum are represented at the Shareholder Meeting and cast votes.

Resolution

The full text of the resolution to be voted upon is as follows:

RESOLVED, as a special resolution that:

TABLE OF CONTENTS

PROPOSAL NO. 3 — THE ADJOURNMENT PROPOSAL

Overview

The Adjournment Proposal asks shareholders to approve the adjournment of the Shareholder Meeting to a later date or dates if necessary, (i) to permit further solicitation and vote of proxies if, based upon the tabulated vote at the time of the Shareholder Meeting, there are insufficient Class A ordinary shares, par value $0.0001 per share, and Class B ordinary shares, par value $0.0001 per share, in the capital of Iconic Sports represented (either in person or by proxy) at the Shareholder Meeting to approve the Extension Amendment Proposal or the Redemption Limitation Amendment Proposal; (ii) to constitute a quorum necessary to conduct business to vote on the Extension Amendment Proposal or the Redemption Limitation Amendment at the Shareholder Meeting; or (iii) if the holders of Public Shares have elected to redeem an amount of shares in connection with the Extension Amendment Proposal or the Redemption Limitation Amendment Proposal such that Iconic Sports would not adhere to the continued listing requirements of the New York Stock Exchange

Consequences if the Adjournment Proposal is Not Approved

If the Adjournment Proposal is not approved by Iconic Sports’ shareholders, the Board may not be able to adjourn the Shareholder Meeting to a later date in the event, based on the tabulated votes, there are insufficient Ordinary Shares represented (either in person or by proxy) at the Shareholder Meeting to approve the Extension Amendment Proposal and the Redemption Limitation Amendment Proposal or to allow public shareholders time to reverse their redemption requests in connection with the Extension Amendment Proposal or the Redemption Limitation Amendment Proposal. In such events, the Articles Extension and the Redemption Limitation Amendment would not be implemented.

Vote Required for Approval

The approval of the Adjournment Proposal requires an ordinary resolution under Cayman Islands law, being the affirmative vote of at least a majority of the votes cast by the holders of the issued Ordinary Shares, voting as a single class, who are present in person or represented by proxy and entitled to vote thereon at the Shareholder Meeting. Abstentions will be considered present for the purposes of establishing a quorum but, as a matter of Cayman Islands law, will not constitute votes cast at the Shareholder Meeting and therefore will have no effect on the approval of the Adjournment Proposal.

As of the date of this proxy statement, the Sponsor has agreed to vote any Ordinary Shares owned by it in favor of the Adjournment Proposal. As of the date hereof, the Initial Shareholders own approximately 31.6% of the issued and outstanding Ordinary Shares and have not purchased any additional Public Shares in connection with the proposals to be voted upon in connection with the Shareholder Meeting, but may do so at any time. As a result, in addition to the Initial Shareholders, approval of the Adjournment Proposal will require the affirmative vote of at least 15,525,001 Ordinary Shares held by public shareholders (or approximately 37.5% of the Class A Ordinary Shares) if all Ordinary Shares are represented at the Shareholder Meeting and cast votes, and no additional Ordinary Shares if only such shares as are required to establish a quorum are represented at the Shareholder Meeting and cast votes.

Resolution

The full text of the resolution to be voted upon is as follows:

“RESOLVED, as an ordinary resolution, that the adjournment of the Shareholder Meeting to a later date or dates if necessary, (i) to permit further solicitation and vote of proxies if, based upon the tabulated vote at the time of the Shareholder Meeting, there are insufficient Class A ordinary shares, par value $0.0001 per share (the “Public Shares”), and Class B ordinary shares, par value $0.0001 per share, in the capital of Iconic Sports represented (either in person or by proxy) at the Shareholder Meeting to approve the Extension Amendment Proposal and the Redemption Limitation Amendment Proposal; (ii) to constitute a quorum necessary to conduct business to vote on the Extension Amendment Proposal or the Redemption Limitation Amendment at the Shareholder Meeting; or (iii) if the holders of Public Shares have elected to redeem an

TABLE OF CONTENTS

CERTAIN MATERIAL U.S. FEDERAL INCOME TAX CONSIDERATIONS FOR
SHAREHOLDERS EXERCISING REDEMPTION RIGHTS

The following discussion is a summary of certain material U.S. federal income tax considerations for Redeeming U.S. Holders and Redeeming Non-U.S. Holders (each as defined below) of Public Shares that elect to have their Public Shares redeemed for cash if the Extension Amendment Proposal or the Redemption Limitation Amendment Proposal is approved. This section applies only to investors that hold Public Shares as capital assets for U.S. federal income tax purposes (generally, property held for investment). This discussion does not address all aspects of U.S. federal income taxation that may be relevant to a particular shareholder in light of its particular circumstances or status, including:

•

financial institutions or financial services entities;

•

broker-dealers;

•

S corporations;

•

taxpayers that are subject to the mark-to-market accounting rules;

•

tax-exempt entities;

•

governments or agencies or instrumentalities thereof;

•

tax-qualified retirement plans;

•

insurance companies;

•

regulated investment companies or real estate investment trusts;

•

expatriates or former long-term residents or citizens of the United States;

•

persons that directly, indirectly, or constructively own five percent or more of our voting shares or five percent or more of the total value of all classes of our shares;

•

persons that acquired our securities pursuant to an exercise of employee share options, in connection with employee share incentive plans or otherwise as compensation;

•

persons that hold our securities as part of a straddle, constructive sale, hedging, conversion, synthetic security or other integrated or similar transaction;

•

persons subject to the alternative minimum tax;

•

persons whose functional currency is not the U.S. dollar;

•

controlled foreign corporations;

•

corporations that accumulate earnings to avoid U.S. federal income tax;

•

“qualified foreign pension funds” (within the meaning of Section 897(l)(2) of the U.S. Internal Revenue Code of 1986, as amended (the “Code”) and entities whose interests are held by qualified foreign pension funds;

•

accrual method taxpayers that file applicable financial statements as described in Section 451(b) of the Code;

•

foreign corporations with respect to which there are one or more United States shareholders within the meaning of Treasury Regulation Section 1.367(b)-3(b)(1)(ii);

•

passive foreign investment companies or their shareholders; or

•

Redeeming Non-U.S. Holders (as defined below, and except as otherwise discussed below).

This discussion is based on current U.S. federal income tax laws as in effect on the date hereof, which is subject to change, possibly on a retroactive basis, which may affect the U.S. federal income tax consequences described herein. Furthermore, this discussion does not address any aspect of U.S. federal non-income tax laws, such as gift, estate or Medicare net investment income tax laws, or state, local or non-U.S. laws. Iconic Sports has not sought, and Iconic Sports does not intend to seek, a ruling from the U.S. Internal Revenue Service (“IRS”) as to any U.S. federal income tax considerations described herein. The IRS may disagree with

TABLE OF CONTENTS

the discussion herein, and its determination may be upheld by a court. Moreover, there can be no assurance that future legislation, regulations, administrative rulings or court decisions will not adversely affect the accuracy of the statements in this discussion.

This discussion does not consider the U.S. federal income tax treatment of entities or arrangements treated as partnerships or other pass-through entities (including branches) for U.S. federal income tax purposes (any such entity or arrangement, a “Flow-Through Entity”) or investors that hold our securities through Flow-Through Entities. If a Flow-Through Entity is the beneficial owner of our securities, the U.S. federal income tax treatment of an investor holding our securities through a Flow-Through Entity generally will depend on the status of such investor and the activities of such investor and such Flow-Through Entity.

If you hold our securities through a Flow-Through Entity, we urge you to consult your tax advisor.

THE FOLLOWING IS FOR INFORMATIONAL PURPOSES ONLY. EACH HOLDER IS URGED TO CONSULT ITS TAX ADVISOR WITH RESPECT TO THE PARTICULAR TAX CONSEQUENCES TO SUCH HOLDER OF EXERCISING REDEMPTION RIGHTS, INCLUDING THE EFFECTS OF U.S. FEDERAL, STATE AND LOCAL AND NON-U.S. TAX LAWS.

For purposes of this discussion, because any Unit consisting of one Class A Ordinary Share and one half of one warrant (with a whole warrant representing the right to acquire one Class A Ordinary Share) is separable at the option of the holder, Iconic Sports is treating any Class A Ordinary Share and one-half of one warrant to acquire one Class A Ordinary Share held by a holder in the form of a single Unit as separate instruments and is assuming that the Unit itself will not be treated as an integrated instrument. Accordingly, the cancellation or separation of the Units in connection with the exercise of redemption rights generally should not be a taxable event for U.S. federal income tax purposes. This position is not free from doubt, and no assurance can be given that the IRS would not assert, or that a court would not sustain, a contrary position.

Certain U.S. Federal Income Tax Considerations to U.S. Shareholders

This section is addressed to Redeeming U.S. Holders (as defined below) of Iconic Sports’ Public Shares that elect to have their Public Shares redeemed for cash as described in the section entitled “Proposal No. 1 — The Extension Amendment Proposal — Redemption Rights” and “Proposal No. 2 — The Redemption Limitation Amendment Proposal — Redemption Rights.” For purposes of this discussion, a “Redeeming U.S. Holder” is a beneficial owner that so redeems its shares and is, for U.S. federal income tax purposes:

•

an individual citizen or resident of the United States;

•

a corporation (or other entity that is treated as a corporation for U.S. federal income tax purposes) that is created or organized (or treated as created or organized) in or under the laws of the United States or any state thereof or the District of Columbia;

•

an estate the income of which is subject to U.S. federal income taxation regardless of its source; or

•

any trust if (1) a U.S. court is able to exercise primary supervision over the administration of such trust and one or more United States persons (within the meaning of the Code) have the authority to control all substantial decisions of the trust or (2) it has a valid election in place to be treated as a United States person.

Tax Treatment of the Redemption — In General

Subject to the passive foreign investment company (“PFIC”) rules discussed below under the heading “— Passive Foreign Investment Company Rules,” the U.S. federal income tax consequences to a Redeeming U.S. Holder of Public Shares that exercises its redemption rights to receive cash in exchange for all or a portion of its Public Shares will depend on whether the redemption qualifies as a sale of the Public Shares redeemed under Section 302 of the Code or is treated as a distribution under Section 301 of the Code. If the redemption qualifies as a sale of such Redeeming U.S. Holder’s shares, such Redeeming U.S. Holder will generally be required to recognize gain or loss in an amount equal to the difference, if any, between the amount of cash received and the tax basis of the shares redeemed. Such gain or loss should be treated as

TABLE OF CONTENTS

capital gain or loss if such shares were held as a capital asset on the date of the redemption. Any such capital gain or loss generally will be long-term capital gain or loss if the Redeeming U.S. Holder’s holding period for such shares exceeds one year at the time of the redemption. A Redeeming U.S. Holder’s tax basis in such Redeeming U.S. Holder’s shares generally will equal the cost of such shares.

The redemption generally will qualify as a sale of such shares if the redemption either (i) is “substantially disproportionate” with respect to the Redeeming U.S. Holder, (ii) results in a “complete redemption” of such Redeeming U.S. Holder’s interest in Iconic Sports or (iii) is “not essentially equivalent to a dividend” with respect to such Redeeming U.S. Holder. These tests are explained more fully below.

For purposes of such tests, a Redeeming U.S. Holder takes into account not only shares directly owned by such Redeeming U.S. Holder, but also shares that are constructively owned by such Redeeming U.S. Holder. A Redeeming U.S. Holder may constructively own, in addition to Public Shares owned directly, Public Shares owned by certain related individuals and entities in which such Redeeming U.S. Holder has an interest or that have an interest in such Redeeming U.S. Holder, as well as any shares such Redeeming U.S. Holder has a right to acquire by exercise of an option, which would generally include shares which could be acquired pursuant to the exercise of the Public Warrants.

The redemption generally will be “substantially disproportionate” with respect to a Redeeming U.S. Holder if the percentage of Iconic Sports’ outstanding voting shares that such Redeeming U.S. Holder directly or constructively owns immediately after the redemption is less than 80 percent of the percentage of Iconic Sports’ outstanding voting shares that such Redeeming U.S. Holder directly or constructively owned immediately before the redemption, and such Redeeming U.S. Holder immediately after the redemption actually and constructively owns less than 50 percent of the total combined voting power of Iconic Sports. There will be a complete redemption of such Redeeming U.S. Holder’s interest if either (i) all of the shares directly or constructively owned by such Redeeming U.S. Holder are redeemed or (ii) all of the shares directly owned by such Redeeming U.S. Holder are redeemed and such Redeeming U.S. Holder is eligible to waive, and effectively waives in accordance with specific rules, the attribution of the shares owned by certain family members and such Redeeming U.S. Holder does not constructively own any other shares. The redemption will not be essentially equivalent to a dividend if it results in a “meaningful reduction” of such Redeeming U.S. Holder’s proportionate interest in Iconic Sports. Whether the redemption will result in a “meaningful reduction” in such Redeeming U.S. Holder’s proportionate interest will depend on the particular facts and circumstances applicable to it. The IRS has indicated in a published ruling that even a small reduction in the proportionate interest of a small minority shareholder in a publicly held corporation that exercises no control over corporate affairs may constitute such a “meaningful reduction.”

If none of the above tests is satisfied, the redemption will be treated as a distribution with respect to the shares under Section 302 of the Code, in which case the Redeeming U.S. Holder will be treated as receiving a corporate distribution. Such distribution generally will constitute a dividend for U.S. federal income tax purposes to the extent paid from current or accumulated earnings and profits, as determined under U.S. federal income tax principles. Such dividends will be taxable to a corporate U.S. Holder at regular rates and will not be eligible for the dividends-received deduction generally allowed to domestic corporations in respect of dividends received from other domestic corporations. Assuming Iconic Sports is a PFIC (as discussed below under “— Passive Foreign Investment Company Rules,”) such dividends will be taxable to an individual Redeeming U.S. Holder at regular rates and will not be eligible for the reduced rates of taxation on certain dividends received from a “qualified foreign corporation.” Distributions in excess of current and accumulated earnings and profits will constitute a return of capital that will be applied against and reduce (but not below zero) the Redeeming U.S. Holder’s adjusted tax basis in such Redeeming U.S. Holder’s Public Shares. Any remaining excess will be treated as gain realized on the sale or other disposition of such Redeeming U.S. Holder’s Public Shares. After the application of those rules, any remaining tax basis of the Redeeming U.S. Holder in the redeemed Public Shares will be added to the Redeeming U.S. Holder’s adjusted tax basis in its remaining Public Shares, or, if it has none, to the Redeeming U.S. Holder’s adjusted tax basis in its Public Warrants or possibly in other shares constructively owned by it.

ALL REDEEMING U.S. HOLDERS ARE URGED TO CONSULT THEIR TAX ADVISORS AS TO THE TAX CONSEQUENCES TO THEM OF A REDEMPTION OF ALL OR A PORTION OF THEIR PUBLIC SHARES PURSUANT TO AN EXERCISE OF REDEMPTION RIGHTS.

TABLE OF CONTENTS

Passive Foreign Investment Company Rules

A foreign (i.e., non-U.S.) corporation will be a PFIC for U.S. federal income tax purposes if either (i) at least 75% of its gross income in a taxable year, including its pro rata share of the gross income of any corporation in which it is considered to own at least 25% of the shares by value, is passive income, or (ii) at least 50% of its assets in a taxable year (ordinarily, but subject to exceptions, determined based on fair market value and averaged quarterly over the year), including its pro rata share of the assets of any corporation in which it is considered to own at least 25% of the shares by value, are held for the production of, or produce, passive income. Passive income generally includes dividends, interest, rents and royalties (other than rents or royalties derived from the active conduct of a trade or business) and gains from the disposition of assets giving rise to passive income.

Because Iconic Sports is a blank check company with no current active business, based upon the composition of its income and assets, and upon a review of its financial statements, Iconic Sports believes that it likely was a PFIC for its most recent taxable year ended on December 31, 2022, and will continue to be treated as a PFIC until we no longer satisfy the PFIC tests (although, as stated below, in general the PFIC rules would continue to apply to any U.S. holder who held our securities at any time we were considered a PFIC).

If we are determined to be a PFIC for any taxable year (or portion thereof) that is included in the holding period of a Redeeming U.S. Holder of our shares, rights or warrants and, in the case of our shares, the Redeeming U.S. Holder did not make either a timely QEF election for our first taxable year as a PFIC in which the Redeeming U.S. Holder held (or was deemed to hold) shares or a timely “mark to market” election, in each case as described below, such holder generally will be subject to special rules with respect to:

•

any gain recognized by the Redeeming U.S. Holder on the sale or other disposition of its shares, rights or warrant (which would include the redemption, if such redemption is treated as a sale under the rules discussed under the heading “— Tax Treatment of the Redemption — In General,” above); and

•

any “excess distribution” made to the Redeeming U.S. Holder (generally, any distributions to such Redeeming U.S. Holder during a taxable year of the Redeeming U.S. Holder that are greater than 125% of the average annual distributions received by such Redeeming U.S. Holder in respect of the shares during the three preceding taxable years of such Redeeming U.S. Holder or, if shorter, such Redeeming U.S. Holder’s holding period for the shares), which may include the redemption to the extent such redemption is treated as a distribution under the rules discussed under the heading “— Tax Treatment of the Redemption — In General,”above.

Under these special rules,

•

the Redeeming U.S. Holder’s gain or excess distribution will be allocated ratably over the Redeeming U.S. Holder’s holding period for the shares or warrants;

•

the amount allocated to the Redeeming U.S. Holder’s taxable year in which the Redeeming U.S. Holder recognized the gain or received the excess distribution, or to the period in the Redeeming U.S. Holder’s holding period before the first day of our first taxable year in which we are a PFIC, will be taxed as ordinary income;

•

the amount allocated to other taxable years (or portions thereof) of the Redeeming U.S. Holder and included in its holding period will be taxed at the highest tax rate in effect for that year and applicable to the Redeeming U.S. Holder; and

•

an additional tax equal to the interest charge generally applicable to underpayments of tax will be imposed on the Redeeming U.S. Holder in respect of the tax attributable to each such other taxable year described in the immediately preceding clause of the Redeeming U.S. Holder.

In general, if we are determined to be a PFIC, a Redeeming U.S. Holder may avoid the PFIC tax consequences described above in respect to our shares (but not our warrants) by making a timely QEF election (if eligible to do so) for the taxable year that is the first year in the Redeeming U.S. Holder’s holding period of our shares during which we are treated as a PFIC or, if in a later year, the Redeeming U.S.

TABLE OF CONTENTS

Holder made a QEF election along with a purging election. A QEF election is an election to include in income its pro rata share of our net capital gains (as long-term capital gain) and ordinary earnings (as ordinary income), on a current basis, in each case whether or not distributed, in the taxable year of the Redeeming U.S. Holder in which or with which our taxable year ends. In general, a QEF election must be made on or before the due date (including extensions) for filing such Redeeming U.S. Holder’s tax return for the taxable year for which the election relates. A Redeeming U.S. Holder may make a separate election to defer the payment of taxes on undistributed income inclusions under the QEF rules, but if deferred, any such taxes will be subject to an interest charge. The purging election creates a deemed sale of such shares at their fair market value. The gain recognized by the purging election will be subject to the special tax and interest charge rules treating the gain as an excess distribution, as described above. As a result of the purging election, the Redeeming U.S. Holder will have a new basis and holding period in the shares for purposes of the PFIC rules.

A Redeeming U.S. Holder may not make a QEF election with respect to its warrants to acquire our shares. As a result, if a Redeeming U.S. Holder sells or otherwise disposes of such warrants (other than upon exercise of such warrants), any gain recognized generally will be subject to the special tax and interest charge rules treating the gain as an excess distribution, as described above, if we were a PFIC at any time during the period the Redeeming U.S. Holder held the warrants. If a Redeeming U.S. Holder that exercises such warrants properly makes a QEF election with respect to the newly acquired shares (or has previously made a QEF election with respect to our shares), the QEF election will apply to the newly acquired shares, but the adverse tax consequences relating to PFIC shares, adjusted to take into account the current income inclusions resulting from the QEF election, will continue to apply with respect to such newly acquired shares (which generally will be deemed to have a holding period for purposes of the PFIC rules that includes the period the Redeeming U.S. Holder held the warrants), unless the Redeeming U.S. Holder makes a purging election. The purging election creates a deemed sale of such shares at their fair market value. The gain recognized by the purging election will be subject to the special tax and interest charge rules treating the gain as an excess distribution, as described above. As a result of the purging election, the Redeeming U.S. Holder will have a new basis and holding period in the shares acquired upon the exercise of the warrants for purposes of the PFIC rules.

The QEF election is made on a shareholder-by-shareholder basis and, once made, can be revoked only with the consent of the IRS. A Redeeming U.S. Holder generally makes a QEF election by attaching a completed IRS Form 8621 (Information Return by a Shareholder of a Passive Foreign Investment Company or Qualified Electing Fund), including the information provided in a PFIC annual information statement, to a timely filed U.S. federal income tax return for the tax year to which the election relates. Retroactive QEF elections generally may be made only by filing a protective statement with such return and if certain other conditions are met or with the consent of the IRS. Redeeming U.S. Holders are urged to consult their tax advisors regarding the availability and tax consequences of a retroactive QEF election under their particular circumstances.

A Redeeming U.S. Holder’s ability to make a QEF Election with respect to Iconic Sports is contingent upon, among other things, the provision by Iconic Sports of a “PFIC Annual Information Statement” to such Redeeming U.S. Holder. Upon written request, we will endeavor to provide to a Redeeming U.S. Holder such information as the IRS may require, including a PFIC Annual Information Statement, in order to enable the Redeeming U.S. Holder to make and maintain a QEF Election. There is no assurance, however, that we would timely provide such required information.

If a Redeeming U.S. Holder has made a QEF election with respect to our shares, and the special tax and interest charge rules do not apply to such shares (because of a timely QEF election for our first taxable year as a PFIC in which the Redeeming U.S. Holder holds (or is deemed to hold) such shares or a purge of the PFIC taint pursuant to a purging election, as described above), any gain recognized on the sale of our shares generally will be taxable as capital gain and no interest charge will be imposed. As discussed above, Redeeming U.S. Holders of a QEF are currently taxed on their pro rata shares of its earnings and profits, whether or not distributed. In such case, a subsequent distribution of such earnings and profits that were previously included in income generally should not be taxable as a dividend to such Redeeming U.S. Holders. The tax basis of a Redeeming U.S. Holder’s shares in a QEF will be increased by amounts that are included in income and decreased by amounts distributed but not taxed as dividends, under the above

TABLE OF CONTENTS

rules. Similar basis adjustments apply to property if by reason of holding such property the Redeeming U.S. Holder is treated under the applicable attribution rules as owning shares in a QEF.

A determination that we are a PFIC for any particular year will generally apply for subsequent years to a Redeeming U.S. Holder who held shares or warrants while we were a PFIC, whether or not we meet the test for PFIC status in those subsequent years. A Redeeming U.S. Holder who makes the QEF election discussed above for our first taxable year as a PFIC in which the Redeeming U.S. Holder holds (or is deemed to hold) our shares and receives the requisite PFIC annual information statement, however, will not be subject to the PFIC tax and interest charge rules discussed above in respect to such shares. In addition, such Redeeming U.S. Holder will not be subject to the QEF inclusion regime with respect to such shares for any taxable year of us that ends within or with a taxable year of the Redeeming U.S. Holder and in which we are not a PFIC. On the other hand, if the QEF election is not effective for each of our taxable years in which we are a PFIC and the Redeeming U.S. Holder holds (or is deemed to hold) our shares, the PFIC rules discussed above will continue to apply to such shares unless the holder makes a purging election, as described above, and pays the tax and interest charge with respect to the gain inherent in such shares attributable to the pre-QEF election period.

The impact of the PFIC rules on a Redeeming U.S. Holder may also depend on whether the Redeeming U.S. Holder has made an election under Section 1296 of the Code. Redeeming U.S. Holders that hold (directly or constructively) stock of a foreign corporation that is classified as a PFIC may elect to mark such stock to its market value if such stock is regularly traded on an established exchange (a “mark-to-market election”) and, once made, such election can be revoked only with the consent of the IRS. No assurance can be given that the Public Shares are considered to be regularly traded for purposes of the mark-to-market election or whether the other requirements of this election are satisfied. If such an election is available and has been made, such Redeeming U.S. Holders will generally not be subject to the special PFIC taxation rules discussed above. Instead, in general, the Redeeming U.S. Holder will include as ordinary income each year the excess, if any, of the fair market value of its shares at the end of its taxable year over the adjusted basis in its shares. The Redeeming U.S. Holder also will be allowed to take an ordinary loss in respect of the excess, if any, of the adjusted basis of its shares over the fair market value of its shares at the end of its taxable year (but only to the extent of the net amount of previously included income as a result of the mark-to-market election). The Redeeming U.S. Holder’s basis in its shares will be adjusted to reflect any such income or loss amounts, and any further gain recognized on a sale or other taxable disposition of the shares will be treated as ordinary income. However, if the mark-to-market election is made by a Redeeming U.S. Holder after the beginning of the holding period for the PFIC stock, then the special PFIC taxation rules described above will apply to certain dispositions of, distributions on and other amounts taxable with respect to the Public Shares. A mark-to-market election is not available with respect to Public Warrants.

A Redeeming U.S. Holder that owns (or is deemed to own) shares in a PFIC during any taxable year of the Redeeming U.S. Holder, may have to file an IRS Form 8621 (whether or not a QEF or market-to-market election is made) and such other information as may be required by the U.S. Treasury Department.

THE APPLICATION OF THE PFIC RULES IS EXTREMELY COMPLEX. SHAREHOLDERS WHO ARE CONSIDERING PARTICIPATING IN THE REDEMPTION AND/OR SELLING, TRANSFERRING OR OTHERWISE DISPOSING OF THEIR SHARES OR WARRANTS ARE URGED TO CONSULT WITH THEIR TAX ADVISORS CONCERNING THE APPLICATION OF THE PFIC RULES (INCLUDING WHETHER A QEF ELECTION, A MARK-TO-MARKET ELECTION, OR ANY OTHER ELECTION IS AVAILABLE AND THE CONSEQUENCES TO THEM OF ANY SUCH ELECTION) IN THEIR PARTICULAR CIRCUMSTANCES.

U.S. Federal Income Tax Considerations to Non-U.S. Shareholders

This section is addressed to Redeeming Non-U.S. Holders (as defined below) of Iconic Sports’ Public Shares that elect to have their shares redeemed for cash as described in the section entitled “Proposal No. 1 — The Extension Amendment Proposal — Redemption Rights” and “Proposal No. 2 — The Redemption Limitation Amendment Proposal — Redemption Rights.” For purposes of this discussion, a “Redeeming Non-U.S. Holder” is a beneficial owner (other than a Flow-Through Entity) of our Public Shares that so redeems its Public Shares and is not a Redeeming U.S. Holder.

TABLE OF CONTENTS

Except as otherwise discussed in this section, a Redeeming Non-U.S. Holder who elects to have its shares redeemed will generally be treated in the same manner as a U.S. shareholder for U.S. federal income tax purposes. See the discussion above under “Certain U.S. Federal Income Tax Considerations to U.S. Shareholders.” However, notwithstanding such characterization, any Redeeming Non-U.S. Holder generally will not be subject to U.S. federal income tax on any gain recognized or dividends received as a result of the redemption unless the gain or dividends is effectively connected with such non-U.S. Holder’s conduct of a trade or business within the United States (and if an income tax treaty applies, is attributable to a U.S. permanent establishment or fixed base maintained by the non-U.S. shareholder).

Non-U.S. holders of shares considering exercising their redemption rights are urged to consult their tax advisors as to whether the redemption of their shares will be treated as a sale or as a distribution under the Code, and whether they will be subject to U.S. federal income tax on any gain recognized or dividends received as a result of the redemption based upon their particular circumstances.

Under the Foreign Account Tax Compliance Act (“FATCA”) and U.S. Treasury regulations and administrative guidance thereunder, a 30% United States federal withholding tax may apply to certain income paid to (i) a “foreign financial institution” (as specifically defined in FATCA), whether such foreign financial institution is the beneficial owner or an intermediary, unless such foreign financial institution agrees to verify, report and disclose its United States “account” holders (as specifically defined in FATCA) and meets certain other specified requirements or (ii) a non-financial foreign entity, whether such non-financial foreign entity is the beneficial owner or an intermediary, unless such entity provides a certification that the beneficial owner of the payment does not have any substantial United States owners or provides the name, address and taxpayer identification number of each such substantial United States owner and certain other specified requirements are met. Under certain circumstances, a Redeeming Non-U.S. Holder might be eligible for refunds or credits of such taxes. In certain cases, the relevant foreign financial institution or non-financial foreign entity may qualify for an exemption from, or be deemed to be in compliance with, these rules. If the country in which a Redeeming Non- U.S. Holder is resident has entered into an “intergovernmental agreement” with the United States regarding FATCA, the Redeeming Non-U.S. Holder may be permitted to report to that country instead of the United States, and the intergovernmental agreement may otherwise modify the requirements described in this paragraph. While withholding under FATCA generally would apply to payments of gross proceeds from the sale or other disposition of securities, proposed Treasury Regulations eliminate FATCA withholding on payments of gross proceeds entirely. Taxpayers generally may rely on these proposed Treasury Regulations until final Treasury Regulations are issued. Redeeming Non-U.S. Holders are urged to consult their tax advisors regarding the possible implications of FATCA and whether it may be relevant to their disposition of their shares or warrants.

Backup Withholding

In general, proceeds received from the exercise of redemption rights will be subject to backup withholding for a non-corporate Redeeming U.S. Holder that:

•

fails to provide an accurate taxpayer identification number;

•

is notified by the IRS regarding a failure to report all interest or dividends required to be shown on his or her federal income tax returns; or

•

in certain circumstances, fails to comply with applicable certification requirements.

A Redeeming Non-U.S. Holder generally may eliminate the requirement for information reporting and backup withholding by providing certification of its non-U.S. status, under penalties of perjury, on a duly executed applicable IRS Form W-8 or by otherwise establishing an exemption.

Any amount withheld under these rules will be creditable against the Redeeming U.S. Holder’s or Redeeming Non-U.S. Holder’s U.S. federal income tax liability or refundable to the extent that it exceeds this liability, provided that the required information is timely furnished to the IRS and other applicable requirements are met.

AS PREVIOUSLY NOTED ABOVE, THE FOREGOING DISCUSSION OF CERTAIN MATERIAL U.S. FEDERAL INCOME TAX CONSEQUENCES IS INCLUDED FOR GENERAL INFORMATION

TABLE OF CONTENTS

PURPOSES ONLY AND IS NOT INTENDED TO BE, AND SHOULD NOT BE 75 CONSTRUED AS, LEGAL OR TAX ADVICE TO ANY SHAREHOLDER. WE ONCE AGAIN URGE YOU TO CONSULT WITH YOUR TAX ADVISER TO DETERMINE THE PARTICULAR TAX CONSEQUENCES TO YOU (INCLUDING THE APPLICATION AND EFFECT OF ANY U.S. FEDERAL, STATE, LOCAL OR FOREIGN INCOME OR OTHER TAX LAWS) OF THE RECEIPT OF CASH IN EXCHANGE FOR SHARES IN CONNECTION WITH THE EXTENSION AMENDMENT PROPOSAL OR THE REDEMPTION LIMITATION AMENDMENT PROPOSAL AND ANY REDEMPTION OF YOUR PUBLIC SHARES.

BUSINESS OF ICONIC SPORTS AND CERTAIN INFORMATION ABOUT ICONIC SPORT

References in this section to “we,” “our,” or “us” refer to Iconic Sports Acquisition Corp.

General

We are a blank check company incorporated as an exempted company in the Cayman Islands on April 15, 2021 formed for the purpose of effecting a merger, amalgamation, share exchange, asset acquisition, share purchase, reorganization or other similar business combination with one or more businesses in any industry or sector. We are currently reviewing a number of opportunities to enter into an initial business combination with one or more operating businesses.

Initial Public Offering and Private Placement

On October 26, 2021, we consummated our Initial Public Offering of 34,500,000 Units, which included the underwriters exercised in full their over-allotment option in the amount of 4,500,000 Units, at $10.00 per Unit, generating gross proceeds of $345,000,000. The securities in the offering were registered under the Securities Act on registration statements on Form S-1 (File Nos. 333-260096 and 333-260421). Simultaneously with the closing of our Initial Public Offering, we consummated the sale of 17,025,000 Private Placement Warrants to the Sponsor at a price of $1.00 per Private Placement Warrant, generating gross proceeds of $17,025,000.

Following the closing of our Initial Public Offering on October 26, 2021, and the full exercise by the underwriters of their over-allotment option concurrently with the closing of the Initial Public Offering, an amount of $353,625,000 ($10.25 per Unit) from the net proceeds of the sale of the Units in our Initial Public Offering and the sale of the Private Placement Warrants were placed in a Trust Account, and invested in U.S. government securities, within the meaning set forth in 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 investing solely in U.S. Treasuries and meeting certain conditions under Rule 2a-7 of the Investment Company Act, as determined by us, until the earliest of: (i) the completion of a Business Combination and (ii) the distribution of the funds in the Trust Account to our shareholders. Iconic Sports 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 Iconic Sports. Interest on such deposit account is currently 2.75% per annum, but such deposit account carries a variable rate and Iconic Sports cannot assure you that such rate will not decrease or increase significantly.

Eagle Football Business Combination Option

On December 19, 2022, 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 Eagle, an affiliate of the 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 Iconic Sports may enter into a business combination with Eagle Football for a valuation of approximately $1.2 billion. Iconic Sports is not a party to any of these agreements. There is no assurance that an agreement with respect to such transaction

TABLE OF CONTENTS

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; (iii) the separate approval of Iconic Sports’ 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.

You are not being asked to vote on a potential Business Combination at this time. If the Extension Amendment Proposal is implemented and you do not elect to redeem your Public Shares, provided that you are a shareholder on the record date for a meeting to consider a potential Business Combination, you will retain the right to vote on the potential Business Combination when it is submitted to shareholders and the right to redeem your Public Shares for cash in the event the potential Business Combination is approve and completed or we have not consummated a Business Combination by the Articles Extension Date or the Additional Articles Extension Date, as applicable.

TABLE OF CONTENTS

BENEFICIAL OWNERSHIP OF SECURITIES

The following table sets forth information regarding the beneficial ownership of Iconic Sports’ Ordinary Shares as of April 6, 2023 based on information obtained from the persons named below, with respect to the beneficial ownership of Ordinary Shares, by:

•

each person known by Iconic Sports to be the beneficial owner of more than 5% of Iconic Sports’ outstanding Class A Ordinary Shares or Class B Ordinary Shares;

•

each of Iconic Sports’ executive officers and directors that beneficially owns Ordinary Shares; and

•

all Iconic Sports’ executive officers and directors as a group.

Beneficial ownership is determined according to the rules of the SEC, which generally provide that a person has beneficial ownership of a security if such person possesses sole or shared voting or investment power over that security, including options and warrants that are currently exercisable or exercisable within sixty days.

In the table below, percentage ownership is based on 43,125,000 Ordinary Shares, consisting of (i) 34,500,000 Class A Ordinary Shares and (ii) 8,625,000 Class B Ordinary Shares, issued and outstanding as of April 6, 2023. The table below does not include the Class A Ordinary Shares underlying the Private Placement Warrants held by the Sponsor because these securities are not exercisable within 60 days of this proxy statement.

Unless otherwise indicated, we believe that all persons named in the table have sole voting and investment power with respect to all shares of ordinary shares beneficially owned by them.

	Class B Ordinary Shares(2)				Class A Ordinary Shares
Name of Beneficial Owners(1)	Number of Shares Beneficially Owned		Approximate Percentage of Class		Number of Shares Beneficially Owned		Approximate Percentage of Class		Approximate Percentage of Voting Control
Iconic Sports Management LLC (the Sponsor)(3)		8,535,000		98.96%		5,000,000		14.49%		31.4%
Saba Capital Management, L.P.(4)		—		—		1,747,958		5.07%		4.05%
Directors and Executive Offices of Iconic Sports
James G. Dinan(5)		—		—		—		—		—
Alexander Knaster(5)		—		—		—		—		—
Fausto Zanetton(5)		—		—		—		—		—
Marco Re		—		—		—		—		—
Tim Williams		—		—		—		—		—
Tommy Aylmer		—		—		—		—		—
Renée E. LaBran		30,000		*		—		—		*
Alex Liu		30,000		*		—		—		*
Fahd Beg		30,000		*		—		—		*
All officers and directors as a group (nine individuals)		90,000		1.04%		—		—		*

(1)

Unless otherwise noted, the business address of each of our shareholders is 16 Hanover Square, London, W1S 1HT, United Kingdom.

(2)

Interests shown consist solely of founder shares, classified as Class B Ordinary Shares. Such shares will automatically convert into Class A Ordinary Shares concurrently with or immediately following the completion of an initial business combination on a one-for-one basis, subject to adjustment.

TABLE OF CONTENTS

FUTURE SHAREHOLDER PROPOSALS

If the Extension Amendment Proposal is approved, we anticipate that we will hold another extraordinary general meeting before the Articles Extension Date to consider and vote upon approval of a Business Combination Agreement and a Business Combination. Accordingly, if we consummate a Business Combination, Iconic Sports’ next annual meeting of shareholders will be held at a future date to be determined by the post-Business Combination company. If the Extension Amendment Proposal is not approved, or if it is approved but we do not consummate a Business Combination before the Articles Extension Date, Iconic Sports (A) may, prior to April 26, 2023, extend the date by which it has to consummate a Business Combination to July 26, 2023, by resolution of the Board and if requested by the Sponsor in connection with a deposit into trust of $3,450,000 ($0.10 per Ordinary Share), as provided for in Article 169 of the Memorandum and Articles of Association and the final prospectus of Iconic Sports’ Initial Public Offering, or (B) will liquidate and dissolve. Accordingly, there will be no annual meeting in 2023.

HOUSEHOLDING INFORMATION

Unless Iconic Sports has received contrary instructions, Iconic Sports may send a single copy of this proxy statement to any household at which two or more shareholders reside if Iconic Sports believes the shareholders are members of the same family. This process, known as “householding,” reduces the volume of duplicate information received at any one household and helps to reduce Iconic Sports’ expenses. However, if shareholders prefer to receive multiple sets of Iconic Sports’ disclosure documents at the same address this year or in future years, the shareholders should follow the instructions described below. Similarly, if an address is shared with another shareholder and together both of the shareholders would like to receive only a single set of Iconic Sports’ disclosure documents, the shareholders should follow these instructions:

If the shares are registered in the name of the shareholder, the shareholder should contact us at our offices at Iconic Sports Acquisition Corp., 16 Hanover Square, London, W1S 1HT, United Kingdom, to inform us of his or her request; or

If a bank, broker or other nominee holds the shares, the shareholder should contact the bank, broker or other nominee directly.

WHERE YOU CAN FIND MORE INFORMATION

Iconic Sports files reports, proxy statements and other information with the SEC as required by the Exchange Act. You may access information on Iconic Sports at the SEC web site, which contains reports, proxy statements and other information, at: http://www.sec.gov.

This proxy statement is available without charge to shareholders of Iconic Sports upon written or oral request. If you would like additional copies of this proxy statement or if you have questions about the proposals to be presented at the Shareholder Meeting, you should contact Iconic Sports in writing at 16 Hanover Square, London, W1S 1HT, United Kingdom.

If you have questions about the proposals or this proxy statement, would like additional copies of this proxy statement, or need to obtain proxy cards or other information related to the proxy solicitation, please contact Morrow Sodali, the proxy solicitor for Iconic Sports, by calling (800) 662-5200 (toll-free), or banks and brokers can call (203) 658-9400, or by emailing ICNC.info@investor.morrowsodali.com. You will not be charged for any of the documents that you request.

To obtain timely delivery of the documents, you must request them no later than five business days before the date of the Shareholder Meeting, or no later than April 13, 2023.

TABLE OF CONTENTS

Iconic Sports Acquisition Corp.
190 Elgin Avenue
George Town, Grand Cayman
KY1-9008
Cayman Islands

EXTRAORDINARY GENERAL MEETING
OF SHAREHOLDERS OF ICONIC SPORTS ACQUISITION CORP.

YOUR VOTE IS IMPORTANT

THIS PROXY IS SOLICITED BY THE BOARD OF DIRECTORS
FOR THE EXTRAORDINARY GENERAL MEETING OF SHAREHOLDERS
TO BE HELD ON APRIL 20, 2023.

The undersigned, revoking any previous proxies relating to these shares, hereby acknowledges receipt of the Notice and Proxy Statement, dated April 6, 2023, in connection with the extraordinary general meeting of Shareholders (the “Shareholder Meeting”) of Iconic Sports Acquisition Corp. (“Iconic Sports”) to be held at 11:00 a.m. Eastern Time on April 20, 2023, at the offices of Kirkland & Ellis LLP located at 601 Lexington Avenue, New York, New York 10022, and via a virtual meeting, and hereby appoints James G. Dinan and Alexander Knaster, and each of them (with full power to act alone), the attorneys and proxies of the undersigned, with power of substitution to each, to vote all ordinary shares of Iconic Sports registered in the name provided, which the undersigned is entitled to vote at the Shareholder Meeting, and at any adjournments thereof, with all the powers the undersigned would have if personally present. Without limiting the general authorization hereby given, said proxies are, and each of them is, instructed to vote or act as follows on the proposals set forth in the accompanying proxy statement.

THIS PROXY, WHEN EXECUTED, WILL BE VOTED IN THE MANNER DIRECTED HEREIN. IF NO DIRECTION IS MADE, THIS PROXY WILL BE VOTED “FOR” PROPOSALS 1, 2 AND 3.

(Continued and to be marked, dated and signed on reverse side)

Please mark
vote as indicated
in this example

☒

THE BOARD OF DIRECTORS RECOMMENDS A VOTE “FOR” PROPOSALS 1, 2 AND 3.

Proposal No. 1 — The Extension Amendment Proposal — RESOLVED, as a special resolution that:	FOR ☐	AGAINST ☐	ABSTAIN ☐
a) Article 169 of Iconic Sports’ Amended and Restated Memorandum and Articles of Association be deleted in its entirety and replaced with the following new Article 169:
“(a) In the event that the Company does not consummate a Business Combination by the later of:
(I) eighteen (18) months after the closing of the IPO (or twenty-one (21) months (comprising one three (3) month extension) from the consummation of the IPO, if the Company extends the period of time to consummate an initial Business Combination, by a resolution of the Directors, as described in the prospectus relating to the IPO); or
(II) July 26, 2023 (or April 26, 2024, if applicable and if the procedures under the provisions of Article 169(b) are followed); or
(III) such later time as the Members of the Company may approve in accordance with the Articles or a resolution of the Company’s Members is passed pursuant to the Companies Act to commence the voluntary liquidation of the Company prior to the

TABLE OF CONTENTS

	consummation of a Business Combination for any reason (in any of the previous cases described in Article 169(a)(I), (II) or (III), such date being referred to as the “Termination Date”),
	the Company shall: (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 the Public Shares, at a per-Share price, payable in cash, equal to the aggregate amount then on deposit in the Trust Fund, including interest earned on the Trust Fund and not previously released to the Company to pay income taxes, if any, (less up to $100,000 of interest to pay dissolution expenses), divided by the number of Public Shares then in issue, which redemption will completely extinguish public Members’ rights as Members (including the right to receive further liquidation distributions, if any); and (iii) as promptly as reasonably possible following such redemption, subject to the approval of the Company’s remaining Members and the Directors, liquidate and dissolve, subject in the case of sub-articles (ii) and (iii), to its obligations under Cayman Islands law to provide for claims of creditors and in all cases subject to the other requirements of applicable law.
	(b) Notwithstanding the foregoing or any other provisions of these Articles, if the Company has not exercised its option to extend the period of time to consummate an initial Business Combination by a one three (3) month extension on or before the date that is eighteen (18) months after the closing of the IPO, as provided in Article 169(a)(I) hereof, and in the event that the Company has not consummated a Business Combination within twenty-one (21) months from the consummation of the IPO pursuant to Article 169(a)(II) hereof, the Company may, without another shareholder vote, elect to extend the date to consummate the Business Combination on a monthly basis for up to nine times by an additional one month each time after the date that is twenty-one (21) months after the closing of the IPO, by resolution of the Directors, if requested by the Sponsor in writing, and upon five days’ advance notice prior to the applicable Termination Date, until the date that is thirty (30) months after the closing of the IPO, provided that the Sponsor (or one or more of its affiliates, members or third-party designees) (the “Lender”) will deposit US$120,000 into the Trust Account for each such monthly extension, for an aggregate deposit of up to US$1,080,000 (if all nine additional monthly extensions are exercised), in exchange for a non-interest bearing, unsecured convertible promissory note issued by the Company to the Lender. If the Company completes a Business Combination, it will, at the option of the Lender, repay the amounts loaned under the convertible promissory note or convert a portion or all of the amounts loaned under such convertible promissory note into warrants, which warrants will be identical to the private placement warrants issued to the Sponsor at the time of the IPO. If the Company does not complete a Business Combination by the applicable Termination Date, such convertible promissory note will be repaid only from funds held outside of the Trust Account or will be forfeited, eliminated or otherwise forgiven.
	(c) If any amendment is made:
	(I) to Article 169 that would affect the substance or timing of the Company’s obligation to redeem 100% of the Public Shares if the Company:

TABLE OF CONTENTS

	(A) has not consummated an initial Business Combination within eighteen (18) months after the date of the closing of the IPO (or twenty-one (21) months (comprising one three (3) month extension) from the consummation of the IPO, if the Company extends the period of time to consummate an initial Business Combination, by a resolution of the Directors, as described in the prospectus relating to the IPO and provided for in Article 169(a)(I));
	(B) has not consummated an initial Business Combination within twenty-one (21) months after the date of the closing of the IPO (or up to thirty (30) months, if applicable and if the procedures under the provisions of Article 169(b) are followed); or
	(C) such later time as the Members of the Company may approve in accordance with the Articles or a resolution of the Company’s Members is passed pursuant to the Companies Act to commence the voluntary liquidation of the Company prior to the consummation of a Business Combination for any reasons; or
	(II) to any other provisions of these Articles relating to the rights of holders of Class A Shares,
	each holder of Public Shares who is not a Founder, Officer or Director shall be provided with the opportunity to redeem their Public Shares upon the approval of any such amendment at a per-Share price, payable in cash, equal to the aggregate amount then on deposit in the Trust Fund, including interest earned on the Trust Fund and not previously released to the Company to pay our income taxes, if any, (less up to $100,000 of interest to pay dissolution expenses), divided by the number of Public Shares then in issue.”
	b) Article 171(b)(ii) of Iconic Sports’ Amended and Restated Memorandum and Articles of Association be deleted in its entirety and replaced with the following new Article 171(b)(ii):
	“(ii) a proposed amendment to these Articles to extend the time the Company has to consummate a Business Combination beyond the later of the applicable Termination Date, or otherwise amend this Article 171.”
	c) Article 170 of Iconic Sports’ Amended and Restated Memorandum and Articles of Association be deleted in its entirety and replaced with the following new Article 170:
	“Except for the withdrawal of interest to pay income taxes, if any, none of the funds held in the Trust Fund shall be released from the Trust Fund until the earlier of an IPO Redemption pursuant to Article 167, a repurchase of Shares by means of a tender offer pursuant to Article 163(b), a distribution of the Trust Fund pursuant to Article 169(a) or an amendment under Article 169(c). In no other circumstance shall a holder of Public Shares have any right or interest of any kind in the Trust Fund.”

TABLE OF CONTENTS

Proposal No. 2 — The Redemption Limitation Amendment Proposal — RESOLVED, as a special resolution that:	FOR ☐	AGAINST ☐	ABSTAIN ☐
a) Article 163(b) of Iconic Sports’ Amended and Restated Memorandum and Articles of Association be deleted in its entirety and replaced with the following new Article 163(b):
“provide Members with the opportunity to have their Shares repurchased by means of a tender offer for a per-Share repurchase price payable in cash, equal to the aggregate amount then on deposit in the Trust Fund, calculated as of two business days prior to the consummation of the Company’s initial Business Combination, including interest earned on the Trust Fund and not previously released to pay income taxes, if any, (less up to $100,000 of interest to pay dissolution expenses), divided by the number of Public Shares then in issue. Such obligation to repurchase Shares is subject to the completion of the proposed Business Combination to which it relates.”
Proposal No. 3 — The Adjournment Proposal — RESOLVED, as an ordinary resolution, that the adjournment of the Shareholder Meeting to a later date or dates if necessary, (i) to permit further solicitation and vote of proxies if, based upon the tabulated vote at the time of the Shareholder Meeting, there are insufficient Class A ordinary shares, par value $0.0001 per share (the “Public Shares”), and Class B ordinary shares, par value $0.0001 per share, in the capital of Iconic Sports represented (either in person or by proxy) at the Shareholder Meeting to approve the Extension Amendment Proposal and the Redemption Limitation Amendment Proposal; (ii) to constitute a quorum necessary to conduct business to vote on the Extension Amendment Proposal or the Redemption Limitation Amendment at the Shareholder Meeting; or (iii) if the holders of Public Shares have elected to redeem an amount of shares in connection with the Extension Amendment Proposal or the Redemption Limitation Amendment Proposal such that Iconic Sports would not adhere to the continued listing requirements of the New York Stock Exchange.	FOR ☐	AGAINST ☐	ABSTAIN ☐

Dated: , 2023

(Signature)

(Signature if held Jointly)

Signature should agree with name printed hereon. If shares are held in the name of more than one person, EACH joint owner should sign. Executors, administrators, trustees, guardians, and attorneys should indicate the capacity in which they sign. Attorneys should submit powers of attorney. In the case of a shareholder that is not a natural person, this proxy must be executed by a duly authorized officer or attorney of such entity.

PLEASE SIGN, DATE AND RETURN THE PROXY IN THE ENVELOPE ENCLOSED TO CONTINENTAL STOCK TRANSFER & TRUST COMPANY. THIS PROXY WILL BE VOTED IN THE MANNER DIRECTED HEREIN BY THE UNDERSIGNED SHAREHOLDER. IF NO DIRECTION IS MADE, THIS PROXY WILL BE VOTED “FOR” PROPOSALS 1, 2 AND 3 AND WILL GRANT DISCRETIONARY AUTHORITY TO VOTE UPON SUCH OTHER MATTERS AS MAY PROPERLY COME BEFORE THE MEETING OR ANY ADJOURNMENTS THEREOF. THIS PROXY WILL REVOKE ALL PRIOR PROXIES SIGNED BY YOU.

	Page
CAUTIONARY NOTE REGARDING FORWARD-LOOKING STATEMENTS		2
RISK FACTORS		3
QUESTIONS AND ANSWERS ABOUT THE SHAREHOLDER MEETING		8
EXTRAORDINARY GENERAL MEETING OF ICONIC SPORTS SHAREHOLDERS		23
PROPOSAL NO. 1 — THE EXTENSION AMENDMENT PROPOSAL		30
PROPOSAL NO. 2 — THE REDEMPTION LIMITATION AMENDMENT PROPOSAL		38
PROPOSAL NO. 3 — THE ADJOURNMENT PROPOSAL		44
CERTAIN MATERIAL U.S. FEDERAL INCOME TAX CONSIDERATIONS FOR SHAREHOLDERS EXERCISING REDEMPTION RIGHTS		46
BUSINESS OF ICONIC SPORTS AND CERTAIN INFORMATION ABOUT ICONIC SPORT		53
BENEFICIAL OWNERSHIP OF SECURITIES		55
FUTURE SHAREHOLDER PROPOSALS		57
HOUSEHOLDING INFORMATION		57
WHERE YOU CAN FIND MORE INFORMATION		57