NCACU Newcourt Acquisition Corporation

 

 

United States

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

 

Form 8-K

 

Current Report

 

Pursuant to Section 13 or 15(d) of the

Securities Exchange Act of 1934

 

Date of Report (Date of earliest event reported): January 22, 2024

 

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)		(IRS Employer Identification No.)

 

2201 Broadway, Suite 705

Oakland, CA 94612

(Address of principal executive offices, including zip code)

 

Registrant’s telephone number, including area code: (657) 271-4617

 

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 share, 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 1.01 Entry into a Material Definitive Agreement.

 

On January 22, 2024, Newcourt Acquisition Corp (the “Company”) held an extraordinary general meeting of shareholders (the “Extension Meeting”) for the purpose of considering and voting on the Extension Amendment and the Trust Agreement Amendment (each as defined below) and, if presented, the proposal to adjourn the Extension Meeting to a later date.

 

At the Extension Meeting, the shareholders of the Company approved the amendment to the Company’s investment management trust agreement, dated as of October 19, 2021, as amended, by and between the Company and Continental Stock Transfer & Trust Company (the “Trust Agreement Amendment”) to extend the date by which the Company must consummate an initial business combination for one (1) month, from January 22, 2024 to February 22, 2024.

 

The foregoing description of the Trust Agreement Amendment is a summary only and is qualified in its entirety by reference to the full text of the Trust Agreement Amendment, a copy of which is attached as Exhibit 10.1 hereto and is incorporated by reference herein.

 

Item 5.03 Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year

 

At the Extension Meeting, the shareholders of the Company also approved an amendment (the “Extension Amendment”) to the Company’s Amended and Restated Memorandum and Articles of Association, as amended, to extend the date by which the Company must consummate an initial business combination for one (1) month, from January 22, 2024 to February 22, 2024.

 

Under Cayman Islands law, the Extension Amendment took effect upon approval by the shareholders. The Company plans to file the amendment to the Charter with the Cayman Islands General Registry within 15 days of the Extension Meeting.

 

The foregoing description is qualified in its entirety by reference to the Extension Amendment, a copy of which is attached as Exhibit 3.1 hereto and is incorporated by reference herein.

 

Item 5.07 Submission of Matters to a Vote of Security Holders.

 

On January 22, 2024, the Company held the Extension Meeting for the purposes of considering and voting upon the Extension Amendment, the Trust Agreement Amendment and, if presented, the proposal to adjourn the Extension Meeting to a later date. As of the record date of January 11, 2024, there were a total of 8,788,021 ordinary shares, including 8,788,021 Class A ordinary shares and 0 Class B ordinary shares, issued and outstanding and entitled to vote at the Extension Meeting. There were 7,642,000 ordinary shares present at the Extension Meeting in person or represented by proxy, or approximately 87% of the total shares issued and outstanding and entitled to vote at the Extension Meeting, representing a quorum.

 

The Extension Amendment was approved by a special resolution of the Company’s shareholders, and received the following votes:

 

For		Against		Abstain
7,642,000		0		0

 

 

The Trust Agreement Amendment was approved by the affirmative vote of at least 65% of the Company’s outstanding Class A ordinary shares and Class B ordinary shares, and received the following votes:

 

For		Against		Abstain
7,642,000		0		0

 

The adjournment proposal was not presented to the shareholders because there were sufficient votes to approve the Extension Amendment and the Trust Agreement Amendment.

 

In connection with the Extension Meeting, shareholders holding 63,635 public shares exercised their right to redeem their shares for a pro rata portion of the funds in the Company’s Trust Account. As a result, approximately $735,000 (approximately $11.56 per public share redeemed in connection with the Extension Meeting) will be removed from the Trust Account to pay such holders.

 

As previously announced, in connection with the extraordinary general meeting of shareholders held in connection with the proposed business combination with Psyence Biomed II Corp., the Company’s public shareholders holding 929,727 public shares validly elected to redeem their shares for a pro rata portion of the funds in the Company’s Trust Account. As a result, approximately $10.74 million (approximately $11.56 per public share redeemed in connection with the Extension Meeting) will be removed from the Trust Account to pay such holders.

 

Following such redemptions, the Company will have 119,659 public shares outstanding and approximately $1.38 million will remain in the Trust Account.

 

Item 9.01 Financial Statements and Exhibits.

 

(d) Exhibits

 

The following exhibits are being filed herewith:

 

Exhibit No.		Description
3.1		Amendment to Amended and Restated Memorandum and Articles of Association of the Company
10.1		Amendment to the Investment Management Trust Agreement, dated January 22, 2024
104		Cover Page Interactive Data File (embedded within the Inline XBRL document)

 

 

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.

 

	NEWCOURT ACQUISITION CORP
	By:	/s/ Marc Balkin
	Name: Marc Balkin
	Title: Chief Executive Officer

 

Dated: January 24, 2024

 

 

Exhibit 3.1

 

AMENDMENTS TO THE
AMENDED AND RESTATED MEMORANDUM AND ARTICLES OF ASSOCIATION
OF
NEWCOURT ACQUISITION CORP

 

RESOLUTIONS OF THE SHAREHOLDERS OF THE COMPANY

 

FIRST, RESOLVED, as a special resolution, that the Amended and Restated Memorandum and Articles of Association of the Company be amended by the deletion of the existing Article 49.7 and Article 49.8 in their entirety and the insertion of the following language in its place:

 

49.7                 The Company has until 28 months from the closing of the IPO to consummate a Business Combination, or until February 22, 2024. In the event that the Company does not consummate a Business Combination by 28 months after the closing of the IPO or such later time as the Members may approve in accordance with the Articles), the Company shall:

 

(a)

cease all operations except for the purpose of winding up;

 

(b)

as promptly as reasonably possible but not more than ten business days thereafter, redeem the Public Shares, at a per-Share price, payable in cash, equal to the aggregate amount then on deposit in the Trust Account, including interest earned on the funds held in the Trust Account and not previously released to the Company (less taxes payable and up to US$100,000 of interest to pay dissolution expenses), divided by the number of then Public Shares in issue, which redemption will completely extinguish public Members’ rights as Members (including the right to receive further liquidation distributions, if any); and

 

(c)

promptly as reasonably possible following such redemption, subject to the approval of the Company’s remaining Members and the Directors, liquidate and dissolve,

 

subject in each case to its obligations under Cayman Islands law to provide for claims of creditors and other requirements of Applicable Law.

 

49.8                 In the event that any amendment is made to the Articles:

 

(a)

to modify the substance or timing of the Company’s obligation to allow redemption in connection with a Business Combination or redeem 100 percent of the Public Shares if the Company does not consummate a Business Combination within 28 months after the closing of the IPO pursuant to Article 49.7, in the event the Company has elected to extend the amount of time to complete a Business Combination, or such later time as the Members may approve in accordance with the Articles; or

 

(b)

with respect to any other provision relating to Members’ rights or pre-Business Combination activity, each holder of Public Shares who is not the Sponsor, a Founder, Officer or Director shall be provided with the opportunity to redeem their Public Shares upon the approval or effectiveness of any such amendment at a per-Share price, payable in cash, equal to the aggregate amount then on deposit in the Trust Account, including interest earned on the funds held in the Trust Account and not previously released to the Company to pay its taxes, divided by the number of then outstanding Public Shares.

 

 

Exhibit 10.1

 

AMENDMENT NO. 3 TO THE
INVESTMENT MANAGEMENT TRUST AGREEMENT

 

This Amendment No. 3 (this “Amendment”), dated as of January 22, 2024, to the Investment Management Trust Agreement (as defined below) is made by and between Newcourt Acquisition Corp (the “Company”) and Continental Stock Transfer & Trust Company, as trustee (“Trustee”). All terms used but not defined herein shall have the meanings assigned to them in the Trust Agreement.

 

WHEREAS, the Company and the Trustee entered into an Investment Management Trust Agreement dated as of October 19, 2021, as amended on January 6, 2023 and July 11, 2023 (the “Trust Agreement”);

 

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 22, 2024 (the “EGM”), the Company’s shareholders approved (A) a proposal to extend the date by which the Company must consummate an initial business combination by one month from January 22, 2024 to February 22, 2024 (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 by one month from January 22, 2024 to February 22, 2024; and

 

NOW THEREFORE, IT IS AGREED:

 

1.

Section 1(i) of the Trust Agreement is hereby amended and restated in its entirety as follows:

 

“(i)   Commence liquidation of the Trust Account only after and promptly after receipt of, and only in accordance with, the terms of a letter from the Company (the “Termination Letter”) in a form substantially similar to that attached hereto as either Exhibit A or Exhibit B, as applicable, signed on behalf of the Company by its Chief Executive Officer, President, Chief Financial Officer or Chairman of the board of directors (the “Board”) or other authorized officer of the Company (and in the case of Exhibit A, jointly signed by the Representative), and complete the liquidation of the Trust Account and distribute the Property in the Trust Account, including any amounts representing interest earned on the Trust Account, less interest previously released to, or reserved for use by, the Company in an amount up to $100,000 to pay dissolution expenses (as applicable) and less any other interest released to, or reserved for use by, the Company to pay taxes as provided in this Agreement only as directed in the Termination Letter and the other documents referred to therein; provided that, in the event that a Termination Letter has not been received by the Trustee by the date that is 28 months after the closing of the IPO (the “Closing”); but if the Company has not completed the Business Combination within the applicable monthly anniversary of the Closing (the “Last Date”), the Trust Account shall be liquidated in accordance with the procedures set forth in the Termination Letter attached as Exhibit B hereto and distributed to the Public Shareholders as of the Last Date. The form of any extension contemplated by this Section 1(i) shall be in substantially the form attached hereto as Exhibit E. The Trustee agrees to serve as the paying agent of record (“Paying Agent”) with respect to any distribution of Property that is to be made to the Public Shareholders and, in its separate capacity as Paying Agent, agrees to distribute such Property directly to the Company’s Public Shareholders in accordance with the terms of this Agreement and the Company’s amended and restated memorandum and articles of association in effect at the time of such distribution;”

 

 

2.

Exhibit E of the Trust Agreement is hereby amended and restated in its entirety as follows:

 

EXHIBIT E

 

[Letterhead of Company]
[Insert date]

 

Continental Stock Transfer & Trust Company
1 State Street, 30th Floor
New York, New York 10004
Attn: Francis Wolf & Celeste Gonzalez
Re:
Trust Account No. [        ] Extension Letter

 

Dear Mr. Wolf and Ms. Gonzalez:

 

Pursuant to Section 1(i) of the Investment Management Trust Agreement between Newcourt Acquisition Corp (“Company”) and Continental Stock Transfer & Trust Company, dated as of October 19, 2021, as amended (“Trust Agreement”), this is to advise you that the Company is extending the time available to consummate a Business Combination for an additional [•] days, from               to (the “Extension”).

 

This Extension Letter shall serve as the notice required with respect to Extension prior to the Applicable Deadline. Capitalized words used herein and not otherwise defined shall have the meanings ascribed to them in the Trust Agreement.

 

Very truly yours,

 

	NEWCOURT ACQUISITION CORP
	By:
	Name:
	Title:

 

cc: Cantor Fitzgerald & Co.

 

3.

All other provisions of the Trust Agreement shall remain unaffected by the terms hereof.

 

4.

This Amendment may be signed in any number of counterparts, each of which shall be an original and all of which shall be deemed to be one and the same instrument, with the same effect as if the signatures thereto and hereto were upon the same instrument. A facsimile signature or electronic signature shall be deemed to be an original signature for purposes of this Amendment.

 

 

5.

This Amendment is intended to be in full compliance with the requirements for an Amendment to the Trust Agreement as required by Section 6(c) of the Trust Agreement, and every defect in fulfilling such requirements for an effective amendment to the Trust Agreement is hereby ratified, intentionally waived and relinquished by all parties hereto.

 

6.

This Amendment shall be governed by and construed and enforced in accordance with the laws of the State of New York, without giving effect to conflicts of law principles that would result in the application of the substantive laws of another jurisdiction.

 

[signature page follows]

 

 

 

IN WITNESS WHEREOF, the parties have duly executed this Amendment to the Investment Management Trust Agreement as of the date first written above.

 

CONTINENTAL STOCK TRANSFER & TRUST COMPANY, as Trustee
By:	/s/ Francis Wolf
Name:	Francis Wolf
Title:	Vice President
NEWCOURT ACQUISITION CORP
By:	/s/ Marc Balkin
Name:	Marc Balkin
Title:	Chief Executive Officer

 

 

 

v3.23.4

Cover	Jan. 22, 2024
Document Information [Line Items]
Document Type	8-K
Amendment Flag	false
Document Period End Date	Jan. 22, 2024
Current Fiscal Year End Date	--12-31
Entity File Number	001-40929
Entity Registrant Name	Newcourt Acquisition Corp
Entity Central Index Key	0001849475
Entity Tax Identification Number	00-0000000
Entity Incorporation, State or Country Code	E9
Entity Address, Address Line One	2201 Broadway
Entity Address, Address Line Two	Suite 705
Entity Address, City or Town	Oakland
Entity Address, State or Province	CA
Entity Address, Postal Zip Code	94612
City Area Code	657
Local Phone Number	271-4617
Written Communications	false
Soliciting Material	false
Pre-commencement Tender Offer	false
Pre-commencement Issuer Tender Offer	false
Entity Emerging Growth Company	true
Elected Not To Use the Extended Transition Period	false
Units, each consisting of one Class A ordinary share, par value $0.0001 per share, and one-half of one Redeemable Warrant
Document Information [Line Items]
Title of 12(b) Security	Units, each consisting of one Class A ordinary share, par value $0.0001 per share, and one-half of one Redeemable Warrant
Trading Symbol	NCACU
Security Exchange Name	NASDAQ
Class A ordinary share, par value $0.0001 per share, included as part of the units
Document Information [Line Items]
Title of 12(b) Security	Class A ordinary share, par value $0.0001 per share, included as part of the units
Trading Symbol	NCAC
Security Exchange Name	NASDAQ
Redeemable warrants, each exercisable for one Class A ordinary share for $11.50 per share, included as part of the units
Document Information [Line Items]
Title of 12(b) Security	Redeemable warrants, each exercisable for one Class A ordinary share for $11.50 per share, included as part of the units
Trading Symbol	NCACW
Security Exchange Name	NASDAQ

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