Iconic Sports Acquisition Corp. (the "Company") (NYSE:ICNC), a special purpose acquisition company, today announced that its board of directors has determined to redeem all of its issued and outstanding Class A ordinary shares, par value $0.0001 (the "Shares"), effective as of October 11, 2023, because the Company will not consummate an initial business combination within the time period required by its Amended and Restated Memorandum and Articles of Association, as extended in connection with the Company's extraordinary general meeting of shareholders held on April 20, 2023 (the "Extension Meeting") (the "Articles"). The redemption of the Shares is expected to be completed on or around October 11, 2023, or ten business days following the Company's extension deadline on September 26, 2023.

The previously announced agreement between Iconic Sports Eagle Investment LLC, an affiliate of the Company's sponsor, Iconic Sports Management LLC, and Eagle Football Holdings Limited ("Eagle Football"), providing that the Company may enter into a business combination with Eagle Football, has expired.

As stated in the Company's Articles and in the Company's registration statement on Form S-1 (Registration No. 333-260096), initially filed with the United States Securities and Exchange Commission (the "Commission") on October 6, 2021, relating to the Company's initial public offering, if the Company is unable to complete an initial business combination within the time period required in the Articles, the Company 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 Shares, at a per-share price, payable in cash, equal to the aggregate amount then on deposit in the Company's trust account established in connection with its initial public offering ("Trust Account"), including interest earned on the funds held in the Trust Account 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 Shares then in issue, which redemption will completely extinguish public shareholders' rights (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 shareholders and the Company's board of 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.

The per-share redemption price for the Shares will be approximately $10.82 (the "Redemption Amount"). The balance of the Trust Account as of September 22, 2023 and following the redemptions effectuated in connection with the Extension Meeting was approximately $144,680,670, including interest and dividend income. In accordance with the terms of the related trust agreement, the Company expects to retain $100,000 of the interest and dividend income from the Trust Account to pay dissolution expenses.

The Company anticipates that the Shares will cease trading on the New York Stock Exchange ("NYSE") as of the close of business on September 26, 2023. As of the close of business on September 26, 2023, the Shares will be deemed cancelled and will represent only the right to receive the Redemption Amount on or around October 11, 2023.

The Redemption Amount will be payable to the holders of the Shares upon delivery of their shares to the Company's transfer agent, Continental Stock Transfer & Trust Company. Beneficial owners of Shares held in "street name," however, will not need to take any action in order to receive the Redemption Amount.

The holders of the Company's issued and outstanding Class B ordinary shares have agreed to waive their redemption rights with respect to such shares. There will be no redemption rights or liquidating distributions with respect to the Company's warrants, which will expire worthless. After October 11, 2023, the Company shall cease all operations except for those required to wind up the Company's business.

The Company expects that NYSE will file a Form 25 with the Commission in order to delist the Company's securities. The Company thereafter expects to file a Form 15 with the Commission to terminate the registration of the Company's securities under the Securities Exchange Act of 1934, as amended.

Iconic Sports Acquisition Corp. Will Redeem Its Class A Ordinary Shares And Will Not Consummate An Initial Business Combination; Per-Share Redemption Price For The Shares Will Be ~$10.82