On December 21, 2022, Newcourt Acquisition Corp
(the “Company”) filed a definitive proxy statement (the “Definitive Proxy Statement”) for the solicitation of
proxies in connection with an extraordinary general meeting of the Company’s shareholders to be held on January 6, 2023 (the “EGM”)
to consider and vote on, among other proposals, the extension (the “Extension”) of the time period the Company has to complete
an initial business combination (the “Business Combination”) and the amendment (the “Trust Agreement Amendment”)
of the Company’s investment management trust agreement, dated as of October 19, 2021 (the “Trust Agreement”) to allow
the Extension.
Press Release
On December 30, 2022, the Company issued a press
release announcing that the Company has determined to modify the terms of the proposed Trust Agreement Amendment to provide that no change
be made to Section 1(c) of the Trust Agreement, instead of amending and restating Section 1(c) to provide that the funds be held entirely
in cash as described in the Definitive Proxy Statement. As described in the Definitive Proxy Statement, in order to reduce the risk that
the Company be considered an investment company under the Investment Company Act of 1940, the Company will liquidate the securities held
in the trust account prior to the end of the 24-month period after the effective date of the registration statement for the Company’s
initial public offering, or October 19, 2023, and instead hold all funds in the trust account in cash. If the Extension and Trust Agreement
Amendment are approved, the Company may have until July 22, 2023 (which is 21 months from the closing of the Company’s
initial public offering) to consummate an initial business combination. Accordingly, the Company has determined there is no need to amend
Section 1(c) of the Trust Agreement at this time.
Accordingly, the Company has determined to amend
and supplement the Definitive Proxy Statement as described in this Current Report on Form 8-K (the “Proxy Supplement”).
A copy of the press release issued by the Company
is attached as Exhibit 99.1 and is incorporated by reference into this Item 8.01.
Amendment and Supplement to the Definitive Proxy Statement
On December 21, 2022, the Company filed the Definitive
Proxy Statement to consider and vote on, among other proposals, the Extension and the Trust Agreement Amendment.
The Company has determined to modify the terms
of the proposed Trust Agreement Amendment to provide that no change be made to Section 1(c) of the Trust Agreement, instead of amending
and restating Section 1(c) to provide that the funds be held entirely in cash as described in the Definitive Proxy Statement. Accordingly,
the Company has determined to amend and supplement the Definitive Proxy Statement as described herein (the “Proxy Supplement”).
AMENDMENT
AND SUPPLEMENT TO THE DEFINITIVE PROXY STATEMENT
The Company is providing additional information
to its shareholders, as described in this amendment and supplement to the Definitive Proxy Statement filed with the Securities and Exchange
Commission (the “SEC”) on December 21, 2022, in connection with the extraordinary general meeting of the Company’s shareholders
to be held on January 6, 2023. These disclosures should be read in connection with the definitive proxy statement, which should be read
in its entirety. To the extent that the information set forth herein differs from or updates information contained in the Definitive Proxy
Statement, the information set forth herein shall supersede or supplement the information in the Definitive Proxy Statement. Defined terms
used but not defined herein have the meanings set forth in the Definitive Proxy Statement and all page references are to pages in the
Definitive Proxy Statement. The Company makes the following amended and supplemental disclosures:
Certain disclosures on page 27 of the Definitive
Proxy Statement under Proposal Two – The Trust Agreement Amendment Proposal are hereby amended and restated to read as follows:
The Trust Agreement Amendment Proposal
is essential to the overall implementation of the Board’s plan to allow the Company more time to complete an initial business combination.
The proposed Trust Agreement Amendment
would also amend Section 1(c) of the Trust Agreement to amend the requirement that the assets held in Trust must be invested in government
securities to allow the Company to hold the assets solely in cash from and after the effectiveness of the Extension Amendment and the
Trust Agreement Amendment.
Reasons for the Trust Agreement Amendment
The purpose of the Trust Agreement Amendment
is to give the Company the right to extend the Combination Period for an initial three (3) months from January 22, 2023 to April 22,
2023 and up to three (3) times for an additional one (1) month each time from April 22, 2023 to July 22, 2023 by depositing
into the Trust Account, (i) as soon as practicable after the effective date of the Trust Agreement Amendment, for the initial three-month
extension, the lesser of (a) $247,500 and (b) $0.165 for each Class A ordinary share outstanding after giving effect to
the Redemption, and (ii) for each additional one-month extension, the lesser of (a) $82,500 and (b) $0.055 for each Class A
ordinary share outstanding after giving effect to the Redemption, provided that the First Extension Payment, or One-Month Extension Payment,
as the case may be, is deposited into the Trust Account on or prior to the date of the same applicable deadline.
Amendment Proposal and the Trust Agreement
Amendment Proposal is a condition to the implementation of the Extension. The Company will not proceed with the Extension or the Redemption
if the Company will not have at least $5,000,001 of net tangible assets upon its consummation of the Extension, after taking into account
the Redemption.
The amendment of Section 1(c)
of the Trust Agreement ensures that the Company is not considered an investment company under the Investment Company Act upon consummation
of the Extension.
Certain disclosures on page B-1 of Annex
B of the Definitive Proxy Statement are hereby amended and restated to read as follows:
WHEREAS, Section 1(c) of the
Trust Agreement sets forth the manner in which the funds held in trust by the Trustee may be held;
WHEREAS, Section 1(i) of the Trust
Agreement sets forth the terms that govern the liquidation of the Trust Account under the circumstances described therein;
WHEREAS, at an extraordinary general meeting
of the Company held on January 6, 2022 (the “EGM”), the Company’s shareholders approved (A) a proposal to
extend the date by which the Company must consummate an initial business combination for an initial three (3) months from January 22,
2023 to April 22, 2023 and up to three (3) times for an additional one (1) month each time from April 22, 2023 to
July 22, 2023 (which extension and later date we refer to as the “Extension” and the “Extended Date,” respectively)
by amending the Company’s amended and restated memorandum and articles of association; and (B) a proposal to amend the Trust
Agreement to allow the Company to extend the Combination Period for an initial three (3) months from January 22, 2023 to April 22,
2023 and up to three (3) times for an additional one (1) month each time from April 22, 2023 to July 22, 2023 by depositing
into the trust account, (i) as soon as practicable after the effective date of the amendment of the Trust Agreement, for the initial
three-month extension, the lesser of (a) $247,500 and (b) $0.165 for each Class A ordinary share outstanding (the “First
Extension Payment”) after taking into account any redemptions in connection with the solicitation of such shareholder approval at
the EGM, and (ii) for each additional one-month extension, the lesser of (a) $82,500 and (b) $0.055 for each Class A
ordinary share outstanding (each a “One-Month Extension Payment”) after taking into account any redemptions in connection
with the solicitation of such shareholder approval at the EGM; and
NOW THEREFORE, IT IS AGREED:
| 1. | Section 1(c) of the Trust Agreement is hereby amended and restated in its entirety as follows: |
“(c) The Trustee will hold the Property in
Trust entirely in cash;”
| 1. | Section 1(i) of the Trust Agreement is hereby amended and restated in its entirety as follows: |
Participants in the Solicitation
The Company and its directors and executive officers
and other persons may be deemed to be participants in the solicitation of proxies from the Company’s shareholders in respect of
the Extension and the Trust Agreement Amendment. Information regarding the Company’s directors and executive officers is available
in its annual report on Form 10-K filed with the SEC. Additional information regarding the participants in the proxy solicitation and
a description of their direct and indirect interests are contained in the Definitive Proxy Statement.
No Offer or Solicitation
This communication shall not constitute an offer
to sell or the solicitation of an offer to buy any securities, nor shall there be any sale of securities in any jurisdiction in which
the offer, solicitation or sale would be unlawful prior to the registration or qualification under the securities laws of any such jurisdiction.
No offering of securities shall be made except by means of a prospectus meeting the requirements of Section 10 of the Securities
Act of 1933, as amended, or an exemption therefrom.
Additional Information
The Company has filed with the SEC a Definitive
Proxy Statement in connection with the extraordinary general meeting of the shareholders (the “EGM”) to consider and
vote upon the Extension and the Trust Agreement Amendment and, beginning on December 23, 2022, mailed the Definitive Proxy Statement
and other relevant documents to its shareholders as of the December 5, 2022 record date for the EGM. The Company’s shareholders
and other interested persons are advised to read the Definitive Proxy Statement and any other relevant documents that have been or will
be filed with the SEC in connection with the Company’s solicitation of proxies for the EGM because these documents will contain
important information about the Company, the Extension, the Trust Agreement Amendment and related matters. Shareholders may also obtain
a free copy of the Definitive Proxy Statement, as well as other relevant documents that have been or will be filed with the SEC, without
charge, at the SEC’s website located at www.sec.gov or by directing a request to Advantage Proxy, at 206-870-8565
(call collect), 877-870-8565 (call toll-free).
Forward-Looking Statements
The information included herein may include, and
oral statements made from time to time by representatives of the Company may include, “forward-looking statements” within
the meaning of Section 27A of the Securities Act of 1933, as amended, and Section 21E of the Securities Exchange Act of 1934,
as amended. Statements regarding possible business combinations and the financing thereof, and related matters, as well as all other statements
other than statements of historical fact included in this press release are forward-looking statements. When used in this press release,
words such as “anticipate,” “believe,” “continue,” “could,” “estimate,” “expect,”
“intend,” “may,” “might,” “plan,” “possible,” “potential,” “predict,”
“project,” “should,” “would” and similar expressions, as they relate to us or our management team,
identify forward-looking statements. Such forward-looking statements are based on the beliefs of management, as well as assumptions made
by, and information currently available to, the Company’s management. Actual results could differ materially from those contemplated
by the forward-looking statements as a result of certain factors detailed in the Company’s filings with the SEC. All subsequent
written or oral forward-looking statements attributable to us or persons acting on our behalf are qualified in their entirety by this
paragraph. Forward-looking statements are subject to numerous conditions, many of which are beyond the control of the Company, including
those set forth in the Risk Factors section of the Company’s Definitive Proxy Statement and the Company’s registration statement
and prospectus for the Company’s initial public offering filed with the SEC. The Company undertakes no obligation to update these
statements for revisions or changes after the date of this release, except as required by law.