Iconic Sports Acquisition Corp. announced a private placement to issue unsecured convertible promissory note in the principal amount of up to $1,440,000unsecured convertible promissory note in the principal amount of up to $1,440,000 on April 20, 2023. The Note does not bear interest and matures upon closing of company's initial Business Combination.

Up to $750,000 of the amounts loaned under the Note will be convertible at the option of the Sponsor into warrants of Iconic at a conversion price equal to $1.00 per Working Capital Warrant. The terms of the Working Capital Warrants will be identical to those of the private placement warrants that were issued to the Sponsor in connection with company's initial public offering. In the event that Iconic does not consummate a Business Combination and if the Note is not converted into Working Capital Warrants, the Note will be repaid only from funds held outside of the Trust Account or will be forfeited, eliminated or otherwise forgiven.

The maturity date of the Note may be accelerated upon the occurrence of an Event of Default. Any Working Capital Warrants issuable upon conversion of the Note will not be registered under the Securities Act of 1933, as amended (the “Securities Act”) and will be issued in reliance on the exemption from registration requirements thereof provided by Section 4(a)(2) of the Securities Act. As of April 20, 2023.

The transaction has been approved by the shareholders of the company.