UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM
CURRENT REPORT
Pursuant to Section 13 or Section 15(d)
of the Securities Exchange Act of 1934
Date of Report (Date of earliest event reported):
December 20, 2022 (
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Item 8.01. Other Events.
On December 19, 2022, Eagle Football Holdings Limited (“Eagle Football”), a London-based group with interests in English Premier League club, Crystal Palace, Brazilian Serie A club, Botafogo, and Belgian First Division B club, RWD Molenbeek, acquired a significant controlling stake in French Ligue 1 club, Olympique Lyonnais. In connection with such acquisition, Iconic Sports Eagle Investment LLC (“Iconic Eagle”), an affiliate of Iconic Sports Management LLC (the “Sponsor”), which is the sponsor of Iconic Sports Acquisition Corp. (the “Company”), made a strategic $75 million equity investment in Eagle Football. The Sponsor is owned directly or indirectly by James G. Dinan (a member of the Company’s Board of Directors), Alexander Knaster (a member of the Company’s Board of Directors), Edward Eisler and Tifosy SponsorCo LLC, an affiliate of Tifosy Capital & Advisory.
In connection with such investment, Iconic Eagle entered into agreements with various parties, including Eagle Football. Such agreements provide that the Company may enter into a business combination with Eagle Football for a valuation of approximately $1.2 billion. The Company is not a party to any of these agreements. There is no assurance that an agreement with respect to such transaction will be entered into, and even if entered into, that a transaction contemplated thereby would be consummated. Any such transaction would be subject to, among other things, (i) additional financing on acceptable terms; (ii) the approval of the board of the Company; (iii) the separate approval of the Company’s shareholders; (iv) the ability to satisfy the requirements of the United States Securities and Exchange Commission (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.
Cautionary Note Regarding Forward-Looking Statements
This Current Report on Form 8-K contains certain “forward-looking statements.” All statements other than statements of historical fact are “forward-looking” statements for purposes of the U.S. federal and state securities laws. These statements may be identified by the use of forward-looking terminology such as “anticipate,” “believe,” “continue,” “could,” “estimate,” “expect,” “intend,” “may,” “might,” “our vision,” “plan,” “potential,” “preliminary,” “predict,” “should,” “will,” or “would” or the negative thereof or other variations thereof or comparable terminology. These forward-looking statements are subject to a number of factors and uncertainties that could cause the Company’s actual results to differ materially from those expressed in or contemplated by the forward-looking statements. Such factors include, but are not limited to the conditions enumerate above and other factors discussed in the Company’s Annual Report on Form 10-K and subsequent Quarterly Reports on Form 10-Q filed or to be filed with the SEC. These risks and uncertainties may cause the Company’s actual results, performance, liquidity or achievements to differ materially from any future results, performance, liquidity or achievements expressed or implied by these forward-looking statements. For a further list and description of such risks and uncertainties, please refer to the Company’s filings with the SEC that are available at www.sec.gov. The Company cautions you that the list of important factors included in the Company’s SEC filings may not contain all of the material factors that are important to you. In addition, in light of these risks and uncertainties, the matters referred to in the forward-looking statements contained in this Current Report on Form 8-K may not in fact occur. The Company undertakes no obligation to publicly update or revise any forward-looking statement as a result of new information, future events or otherwise, except as otherwise required by law.
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SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
| Date: | December 20, 2022 | ICONIC SPORTS ACQUISITION CORP. | |
| By: | /s/ Fausto Zanetton | ||
| Name: | Fausto Zanetton | ||
| Title: | Chief Financial Officer and Co-Chief Executive Officer | ||
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