Item 1.01 Entry into a Material Definitive Agreement.

On January 6, 2023, Newcourt Acquisition Corp (the "Company") held an extraordinary general meeting of shareholders (the "EGM") for the purpose of considering and voting on the Charter Amendment and the Trust Agreement Amendment (each as defined below) and, if presented, the proposal to adjourn the EGM to a later date.





Charter Amendment

At the EGM, the shareholders of the Company approved an amendment (the "Charter Amendment") to the Company's Amended and Restated Memorandum and Articles of Association 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 is 21 months from the closing of our IPO). Under Cayman Islands law, the Charter Amendment took effect upon approval by the shareholders. The Company plans to file the Charter Amendment with the Cayman Islands General Registry within 15 days of the EGM.

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





Trust Agreement Amendment

At the EGM, the shareholders of the Company also approved the amendment to the Company's investment management trust agreement, dated as of October 19, 2021, by and between the Company and Continental Stock Transfer & Trust Company (the "Trust Agreement Amendment"). Pursuant to the Trust Agreement Amendment, the Company will deposit into the Company's trust account (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.

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 2.03 Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement of a Registrant.

In connection with the Trust Agreement Amendment, Newcourt SPAC Sponsor LLC (the "Sponsor") has agreed to make available to the Company an aggregate amount of up to US$495,000, pursuant to a promissory note in favor of the Sponsor (the "January 2023 Note"). The January 2023 Note is non-convertible and bears no interest, and the principal balance is payable by the Company on the Maturity Date, as defined in the January 2023 Note. The issuance of the January 2023 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 is qualified in its entirety by reference to the January 2023 Note, a copy of which is attached as Exhibit 10.2 hereto and is incorporated herein by reference.

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

The information disclosed in Item 1.01 of this Current Report on Form 8-K is herein incorporated by reference.

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

On January 6, 2023, the Company held the EGM for the purposes of considering and voting upon the Charter Amendment, the Trust Agreement Amendment and, if presented, the proposal to adjourn the EGM to a later date. As of the record date of December 5, 2022, there were a total of 32,675,000 ordinary shares, including 26,140,000 Class A ordinary shares and 6,611,500 Class B ordinary shares, issued and outstanding and entitled to vote at the EGM. There were 27,099,656 ordinary shares present at the EGM in person or represented by proxy, or approximately 82.94% of the total shares issued and outstanding and entitled to vote at the EGM, representing a quorum.

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





   For       Against   Abstain
27,099,654      2         0

The Trust Agreement Amendment was approved by ordinary resolution of the Company's shareholders, and received the following votes:





   For       Against   Abstain
27,099,654      2         0

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

In connection with the EGM, shareholders holding 23,497,468 ordinary shares (the "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 $247. million (approximately $10.35 per public share) will be removed from the Trust Account to pay such holders and approximately $15.55 million will remain in the Trust Account. Following redemptions, the Company will have 1,502,532 public shares outstanding.

Item 9.01 Financial Statements and Exhibits.





(d) Exhibits

The following exhibits are being filed herewith:





Exhibit No.   Description
                Amendment to Amended and Restated Memorandum and Articles of
  3.1         Association of the Company
                Amendment to the Investment Management Trust Agreement, dated January
  10.1        6, 2022
  10.2          Promissory Note, dated January 6, 2023
              Cover Page Interactive Data File (embedded within the Inline XBRL
104           document)

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