Correspondence 0001104659-23-071411 from Iconic Sports Acquisition Corp. (CIK 0001858351)
Iconic Sports Acquisition Corp. (CIK 0001858351)
Date: June 15, 2023 · CIK: 0001858351 · Accession: 0001104659-23-071411
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File numbers found in text: 001-40953
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filename1.htm
601 Lexington
Avenue
New York,
New York 10022
(212)
446-4800
www.kirkland.com
Facsimile:
(212) 446-4900
June 15, 2023
VIA EDGAR
Securities and Exchange
Commission
Division of Corporation Finance
Office of Energy & Transportation
100 F Street, NE
Washington, D.C. 20549
Attn:
John Cannarella
Gus Rodriguez
Re: Iconic Sports Acquisition Corp.
Form 10-K for the Year ended December 31, 2022
Filed March 31, 2023
File No. 001-40953
Ladies and Gentlemen:
This letter is sent on behalf of Iconic Sports
Acquisition Corp. (the “Company”) in response to the comment that the staff of the Division of Corporation Finance (the “Staff”)
of the U.S. Securities and Exchange Commission (the “Commission”) issued to the Company on June 12, 2023.
As discussed with the Staff on June 12, 2023,
we respectfully advise the Staff that a risk factor entitled “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.” is included in the Annual Report on Form 10-K for
the year ended December 31, 2022, filed with the Commission on March 31, 2023, and includes the disclosure we believe is responsive
to the Staff’s comment.
If you have any questions related to this letter,
please direct any such requests or questions to Christian O. Nagler of Kirkland & Ellis LLP at 212-446-4660 or christian.nagler@kirkland.com.
Sincerely,
/s/ Christian O. Nagler
Kirkland & Ellis LLP
cc: Via E-Mail
Fausto Zanetton, Chief Executive Officer and Chief Financial
Officer
Tommy Aylmer, Executive Vice President
Austin
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