Current Report Filing (8-k)
23 Januar 2023 - 10:37PM
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United
States
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
Form 8-K
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): January 23, 2023 (January 17,
2023)
Newcourt Acquisition Corp
(Exact name of registrant as specified in its charter)
| Cayman Islands |
|
001-40929 |
|
N/A |
(State or other jurisdiction of
incorporation) |
|
(Commission File Number) |
|
(I.R.S. Employer
Identification No.) |
2201 Broadway, Suite 705
Oakland, CA |
|
94612 |
| (Address of principal executive offices) |
|
(Zip Code) |
Registrant’s telephone number, including
area code: (510) 214-3750
Not Applicable
(Former name or former address, if changed since
last report)
Check the appropriate box below if the Form 8-K
filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:
| ¨ |
Written communications pursuant to
Rule 425 under the Securities Act (17 CFR 230.425) |
| ¨ |
Soliciting material pursuant to
Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) |
| ¨ |
Pre-commencement communications pursuant to
Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) |
| ¨ |
Pre-commencement communications pursuant to
Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c)) |
Securities registered pursuant to Section 12(b) of
the Act:
| Title of Each Class |
|
Trading Symbol(s) |
|
Name of each exchange on which
registered |
| Units, each consisting of one Class A ordinary share, par value $0.0001 per share, and one-half of one Redeemable Warrant |
|
NCACU |
|
The Nasdaq Stock Market LLC |
| Class A ordinary shares, par value $0.0001 per share, included as part of the units |
|
NCAC |
|
The Nasdaq Stock Market LLC |
| Redeemable Warrants, each exercisable for one Class A ordinary share for $11.50 per share, included as part of the units |
|
NCACW |
|
The Nasdaq Stock Market LLC |
Indicate by check mark whether the registrant
is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the
Securities Exchange Act of 1934 (§240.12b-2 of this chapter).
Emerging
growth company x
If
an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying
with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act.
| Item 2.03 | Creation of a Direct Financial Obligation or an Obligation
under an Off-Balance Sheet Arrangement of a Registrant |
On
January 17, 2023, Newcourt Acquisition Corp, a Cayman Islands exempted company (the “Company”), issued an unsecured
promissory note (the “Note”), in the amount of up to $1,000,000 to Newcourt SPAC Sponsor LLC, a Delaware limited liability
company (the “Sponsor”). The proceeds of the Note may be drawn down from time to time prior to the Maturity Date (as
defined below) upon request by the Company.
The
Note bears no interest and the principal balance is payable on the date of the consummation of the Company’s initial business combination
(the “Maturity Date”). At the Maturity Date, by providing written notice to the Company, the Sponsor may elect to convert
any portion or all of the amount outstanding under the Note, up to a maximum of $1,000,000, into securities of the Company. The Note is subject to customary events
of default, the occurrence of certain of which automatically triggers the unpaid principal balance of the Note and all other sums payable
with regard to the Note becoming immediately due and payable.
The
issuance of the Note was made pursuant to the exemption from registration contained in Section 4(a)(2) of the Securities Act of 1933,
as amended.
The
foregoing description of the Note is qualified in its entirety by reference to the full text of the Note, a copy of which is filed as
Exhibit 10.1 to this Current Report on Form 8-K and incorporated herein by reference.
On
January 19, 2023, the Company notified the trustee of the Company’s trust account (the “Trust Account”) that
it was extending the time available to the Company to consummate its initial business combination from January 22, 2023 to April 22, 2023
(the “Extension”). The Extension provides the Company with additional time to complete its initial business combination.
On
January 19, 2023, the Company deposited $247,500 of such funds into the Trust Account, which amount will be included in the pro rata amount
distributed to (i) all of the holders of the Company’s Class A ordinary shares sold in the Company’s initial public offering
(“Public Shares”) upon the Company’s liquidation or (ii) holders of Public Shares who elect to have their shares
redeemed in connection with the consummation of the Company’s initial business combination.
| Item 9.01 | Financial Statements and Exhibits. |
SIGNATURE
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.
Dated: January 23, 2023
| |
NEWCOURT ACQUISITION CORP |
| |
|
|
| |
By: |
/s/ Marc Balkin |
| |
|
Name: |
Marc Balkin |
| |
|
Title: |
Chief Executive Officer |
Newcourt Acquisition (NASDAQ:NCAC)
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