Item 3.01 Notice of Delisting or Failure to Satisfy a Continued Listing Rule or
Standard; Transfer of Listing.
On April 3, 2023, Newcourt Acquisition Corp (the "Company") received a written
notice (the "Letter") from the Nasdaq Listing Qualifications Department of The
Nasdaq Stock Market ("Nasdaq") indicating that the Company was not in compliance
with Listing Rule 5450(b)(2)(A), requiring the Company to maintain a Market
Value of Listed Securities ("MVLS") of $50,000,000 for the continued listing of
its securities on The Nasdaq Global Market. The Letter is only a notification of
deficiency, not of imminent delisting, and has no current effect on the listing
or trading of the Company's securities on Nasdaq.
The Letter states that the Company has 180 calendar days, or until October 2,
2023, to regain compliance with Listing Rule 5450(b)(2)(A). If at any time
during this compliance period the Company's MLVS closes at $50,000,000 or more
for a minimum of ten consecutive business days, Nasdaq will provide the Company
with a written confirmation of compliance, and this matter will be closed. If
compliance is not achieved by October 2, 2023, the Letter states that the
Company will receive written notification that its securities are subject to
delisting. At that time, the Company may appeal the delisting determination to a
Hearings Panel. The Letter further notes that alternatively, the Company may be
eligible to transfer the listing of its securities to The Nasdaq Capital Market
(provided that it then satisfies the requirements for continued listing on that
market).
The Company will continue to monitor its MVLS and consider its available options
to regain compliance with the Nasdaq minimum MVLS requirements, but there can be
no assurance that the Company will be able to do so.
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