SEC Comment Letter 0000000000-23-006282 to Iconic Sports Acquisition Corp. (CIK 0001858351)
Iconic Sports Acquisition Corp. (CIK 0001858351)
Date: June 12, 2023 · CIK: 0001858351 · Accession: 0000000000-23-006282
AI Filing Summary & Sentiment
File numbers found in text: 001-40953
Letter
United States securities and exchange commission logo June 12, 2023 Fauston Zanetton Chief Financial Officer Iconic Sports Acquisition Corp. 190 Elgin Avenue KY1-9008 Cayman Islands Re:Iconic Sports Acquisition Corp. Form 10-K for the Fiscal Year ended December 31, 2022 Filed March 31, 2023 File No. 001-40953 Dear Fauston Zanetton: We have limited our review of your filing to the financial statements and related disclosures and have the following comments. In some of our comments, we may ask you to provide us with information so we may better understand your disclosure. Please respond to these comments within ten business days by providing the requested information or advise us as soon as possible when you will respond. If you do not believe our comments apply to your facts and circumstances, please tell us why in your response. After reviewing your response to these comments, we may have additional comments. Form 10-K for the Fiscal Year ended December 31, 2022 General 1.With a view toward enhanced disclosure, please tell us whether your sponsor is, is controlled by, or has substantial ties with a non-U.S. person.
If so, please provide disclosure in future filings that explains how this fact could impact your ability to complete your initial business combination. For instance, your disclosure should address each of the following points.
•Discuss the risk to investors that you may not be able to complete an initial business combination with a U.S. target company if the transaction becomes subject to review by a U.S. government entity, such as the Committee on Foreign Investment in the United States (CFIUS), or ultimately prohibited.
FirstName LastNameFauston Zanetton Comapany NameIconic Sports Acquisition Corp. June 12, 2023 Page 2 FirstName LastName Fauston Zanetton Iconic Sports Acquisition Corp. June 12, 2023 Page 2 •Explain that as a result, the pool of potential targets with which you could complete an initial business combination may be limited.
•Explain that the time necessary for government review of the transaction or a decision to prohibit the transaction could prevent you from completing an initial business combination and require you to liquidate.
•Discuss the consequences of liquidation to investors, such as the losses of the investment opportunity in a target company, any price appreciation in the combined company, and the warrants that would expire worthless.
Please include an example of your intended disclosure in your response.
In closing, we remind you that the company and its management are responsible for the accuracy and adequacy of their disclosures, notwithstanding any review, comments, action or absence of action by the staff. You may contact John Cannarella, Staff Accountant, at (202) 551-3337 or Gus Rodriguez, Staff Accountant, at (202) 551-3752 with any questions. Sincerely, Division of Corporation Finance Office of Energy & Transportation
Show Raw Text
United States securities and exchange commission logo
June 12, 2023
Fauston Zanetton
Chief Financial Officer
Iconic Sports Acquisition Corp.
190 Elgin Avenue
KY1-9008
Cayman Islands
Re:Iconic Sports Acquisition Corp.
Form 10-K for the Fiscal Year ended December 31, 2022
Filed March 31, 2023
File No. 001-40953
Dear Fauston Zanetton:
We have limited our review of your filing to the financial statements and related
disclosures and have the following comments. In some of our comments, we may ask you to
provide us with information so we may better understand your disclosure.
Please respond to these comments within ten business days by providing the requested
information or advise us as soon as possible when you will respond. If you do not believe our
comments apply to your facts and circumstances, please tell us why in your response.
After reviewing your response to these comments, we may have additional comments.
Form 10-K for the Fiscal Year ended December 31, 2022
General
1.With a view toward enhanced disclosure, please tell us whether your sponsor is, is
controlled by, or has substantial ties with a non-U.S. person.
If so, please provide disclosure in future filings that explains how this fact could impact
your ability to complete your initial business combination. For instance, your disclosure
should address each of the following points.
•Discuss the risk to investors that you may not be able to complete an initial business
combination with a U.S. target company if the transaction becomes subject to review
by a U.S. government entity, such as the Committee on Foreign Investment in the
United States (CFIUS), or ultimately prohibited.
FirstName LastNameFauston Zanetton
Comapany NameIconic Sports Acquisition Corp.
June 12, 2023 Page 2
FirstName LastName
Fauston Zanetton
Iconic Sports Acquisition Corp.
June 12, 2023
Page 2
•Explain that as a result, the pool of potential targets with which you could complete
an initial business combination may be limited.
•Explain that the time necessary for government review of the transaction or a
decision to prohibit the transaction could prevent you from completing an initial
business combination and require you to liquidate.
•Discuss the consequences of liquidation to investors, such as the losses of the
investment opportunity in a target company, any price appreciation in the combined
company, and the warrants that would expire worthless.
Please include an example of your intended disclosure in your response.
In closing, we remind you that the company and its management are responsible for the
accuracy and adequacy of their disclosures, notwithstanding any review, comments, action or
absence of action by the staff.
You may contact John Cannarella, Staff Accountant, at (202) 551-3337 or Gus
Rodriguez, Staff Accountant, at (202) 551-3752 with any questions.
Sincerely,
Division of Corporation Finance
Office of Energy & Transportation