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.
Item 8.01 Other Events.
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.
(d) Exhibits
Exhibit No. Description
10.1 Promissory Note, dated January 17, 2023, issued by Newcourt
Acquisition Corp to Newcourt SPAC Sponsor, LLC
104 Cover Page Interactive Data File (embedded within the Inline XBRL
document)
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