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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

AI Filing Summary & Sentiment

File numbers found in text: 001-40953

Date
June 15, 2023
Author
/s/ Christian O. Nagler
Form
CORRESP
Company
Iconic Sports Acquisition Corp. (CIK 0001858351)

Letter

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

Show Raw Text
CORRESP
1
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

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