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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): July
13, 2023 (July 11, 2023)
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: (510) 214-3750
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 July 11, 2023, Newcourt Acquisition Corp (the
“Company”) held an extraordinary general meeting of shareholders (the “EGM”) for the purpose of considering and
voting on the Extension Amendment, the Redemption Limitation Amendment and the Trust Agreement Amendment (each as defined below) and,
if presented, the proposal to adjourn the EGM to a later date.
Trust Agreement Amendment
At the EGM, the shareholders of the Company 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”), for each one-month extension, the lesser
of (a) $45,000 and (b) $0.03 for each public 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 $750,000, pursuant to a promissory note in favor of the Sponsor (the “July 2023
Note”). The July 2023 Note is non-convertible and bears no interest, and the principal balance is payable by the Company on
the date on which the Company consummates an 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 July 2023 Note, up to a maximum of $1,000,000, into securities of the Company. The issuance of the July
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 July 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
Extension Amendment
At the EGM, the shareholders of the Company also
approved an amendment (the “Extension Amendment”) to the Company’s Amended and Restated Memorandum and Articles of Association
(the “Charter”) to extend the date by which the Company must consummate an initial business combination for six (6) months
from July 22, 2023 to January 22, 2024 (which is 27 months from the closing of our IPO).
Redemption Limitation Amendment
At
the EGM, the shareholders of the Company also approved an amendment (the “Redemption Limitation Amendment”) to the Charter
to eliminate the limitation that the Company shall not redeem public shares to the extent that such redemption would cause the
Company’s net tangible assets to be less than $5,000,001.
Under Cayman Islands law, the Extension Amendment
and the Redemption Limitation 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 EGM.
The foregoing descriptions of the Extension Amendment
and Redemption Limitation Amendment are qualified in their entirety by reference to the amendment to the Charter, 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 July 11, 2023, the
Company held the EGM for the purposes of considering and voting upon the Extension Amendment, the Redemption Limitation Amendment the
Trust Agreement Amendment and, if presented, the proposal to adjourn the EGM to a later date. As of the record date of June 20, 2023,
there were a total of 9,177,532 ordinary shares, including 2,642,532 Class A ordinary shares and 6,535,000 Class B ordinary shares, issued
and outstanding and entitled to vote at the EGM. There were 8,431,801 ordinary shares present at the EGM in person or represented by proxy,
or approximately 91.87% of the total shares issued and outstanding and entitled to vote at the EGM, 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 |
8,431,799 | |
2 | |
0 |
The Redemption Limitation
Amendment was approved by a special resolution of the Company’s shareholders, and received
the following votes:
For | |
Against | |
Abstain |
8,431,799 | |
2 | |
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 |
8,431,799 | |
2 | |
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 EGM,
shareholders holding 389,511 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 $4.3 million (approximately $11.07 per public share) will be removed from the Trust Account
to pay such holders and approximately $12.3 million will remain in the Trust Account. Following redemptions, the Company will have 1,113,021
public shares outstanding.
Item 9.01 Financial Statements and Exhibits.
(d) Exhibits
The following exhibits are being filed herewith:
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: July 13, 2023
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 21 months from the closing of the IPO to consummate a Business Combination, provided however that if the Directors anticipate
that the Company may not be able to consummate a Business Combination within 21 months of the closing of the IPO, the Company may,
at the request of the Sponsor, extend the period of time to consummate a Business Combination up to six (6) times for one (1) month
each time from July 22, 2023 to January 22, 2024 (for a total of up to 27 months to complete a Business Combination), subject
to the Sponsor depositing additional funds into the Trust Account prior to the applicable deadline in accordance with terms as set out
in the investment management trust agreement, dated as of October 19, 2021, as amended (the “Trust Agreement”), by and
between the Company and Continental Stock Transfer & Trust Company and referred to in the Registration Statement. In the event that
the Company does not consummate a Business Combination by 21 months after the closing of the IPO or 27 months from the date
of the closing of the IPO (subject in the latter case to valid extensions having been made in each case) 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 per cent of the Public Shares if the Company does not consummate a Business Combination within 21 months after the
closing of the IPO or 27 months from the date of the closing of the IPO pursuant to Article 49.7 (subject in the latter case
to valid extensions having been made in each case), 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. |
SECOND, RESOLVED, as a special resolution, that
the Amended and Restated Memorandum and Articles of Association of the Company be amended by:
a) the deletion of the existing
Article 49.2 in its entirety and the insertion of the following language in its place:
“Prior to the consummation of a Business Combination,
the Company shall either:
| (a) | submit such Business Combination to its Members for approval; or |
| (b) | provide Members with the opportunity to have their Shares repurchased by means of a tender offer for a per-Share repurchase price
payable in cash, equal to the aggregate amount then on deposit in the Trust Account, calculated as of two business days prior to the consummation
of such Business Combination, including interest earned on the Trust Account (net of taxes paid or payable, if any), divided by the number
of then issued Public Shares. Such obligation to repurchase Shares is subject to the completion of the proposed Business Combination to
which it relates.” |
b) the deletion of the existing
Article 49.4 in its entirety and the insertion of the following language in its place:
“At a general meeting called for the purposes of approving
a Business Combination pursuant to this Article, in the event that such Business Combination is approved by Ordinary Resolution, the Company
shall be authorised to consummate such Business Combination.”
c) deletion of the existing
Article 49.5 in its entirety and the insertion of the following language in its place
“Any Member holding Public Shares who is not the Sponsor,
a Founder, Officer or Director may, in connection with any vote on a Business Combination, elect to have their Public Shares redeemed
for cash, in accordance with any applicable requirements provided for in the related proxy materials (the “IPO Redemption”),
provided that no such Member acting together with any Affiliate of their or any other person with whom they are acting in concert or as
a partnership, limited partnership, syndicate, or other group for the purposes of acquiring, holding, or disposing of Shares may exercise
this redemption right with respect to more than 15 per cent of the Public Shares in the aggregate without the prior consent of the Company
and provided further that any beneficial holder of Public Shares on whose behalf a redemption right is being exercised must identify itself
to the Company in connection with any redemption election in order to validly redeem such Public Shares. If so demanded, the Company shall
pay any such redeeming Member, regardless of whether they are voting for or against such proposed Business Combination, a per-Share redemption
price payable in cash, equal to the aggregate amount then on deposit in the Trust Account calculated as of two business days prior to
the consummation of the Business Combination, including interest earned on the Trust Account (such interest shall be net of taxes payable)
and not previously released to the Company to pay its taxes, divided by the number of then issued Public Shares (such redemption price
being referred to herein as the “Redemption Price”), but only in the event that the applicable proposed Business Combination
is approved and consummated.”
Exhibit 10.1
PROPOSED
AMENDMENT TO THE
INVESTMENT MANAGEMENT TRUST AGREEMENT
This Amendment No. 2 (this
“Amendment”), dated as of July 11, 2023, 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 (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 July 11, 2023 (the “EGM”), the Company’s shareholders approved (A) a
proposal to extend the date by which the Company must consummate an initial business combination up to six (6) times for one (1) month
each time from July 22, 2023 to January 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 up to six (6) times for
one (1) month each time from July 22, 2023 to January 22, 2024 by depositing into the trust account, for each additional
one-month extension, the lesser of (a) $45,000 and (b) $0.03 for each Class A ordinary share outstanding (each an “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(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 (“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 (A) the
date that is 21 months after the closing of the IPO (“Closing”); or (B) if the Chief Executive Officer
or Chairman of the Board extends the time to complete the Business Combination by one (1) month, the date that is 22 months
after the Closing, provided that the Company deposits the Monthly Extension Amount into the Trust Account on or prior to the date that
is 21 months after the Closing, or (C) if the Chief Executive Officer or Chairman of the Board further extends the time to complete
the Business Combination by an additional 1-month period, the date that is 23 months after the Closing, provided that the Company
deposits the Monthly Extension Amount into the Trust Account on or prior to the date that is 22 months after the Closing, or (D) if
the Chief Executive Officer or Chairman of the Board further extends the time to complete the Business Combination by an additional 1-month
period, the date that is 24 months after the Closing, provided that the Company deposits the Monthly Extension Amount into the Trust
Account on or prior to the date that is 23 months after the Closing; or (E) if the Chief Executive Officer or Chairman of the
Board further extends the time to complete the Business Combination by an additional 1-month period, the date that is 25 months after
the Closing, provided that the Company deposits the Monthly Extension Amount into the Trust Account on or prior to the date that is 24 months
after the Closing; or (F) if the Chief Executive Officer or Chairman of the Board further extends the time to complete the Business
Combination by an additional 1-month period, the date that is 26 months after the Closing, provided that the Company deposits the
Monthly Extension Amount into the Trust Account on or prior to the date that is 25 months after the Closing; or (G) if the Chief
Executive Officer or Chairman of the Board further extends the time to complete the Business Combination by an additional 1-month period,
the date that is 27 months after the Closing, provided that the Company deposits the Monthly Extension Amount into the Trust Account
on or prior to the date that is 26 months after the Closing; but if the Company has not completed the Business Combination within
the applicable monthly anniversary of the Closing (“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 one (1) month,
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.
In accordance with the terms
of the Trust Agreement, we hereby authorize you to deposit the Extension Payment, which will be wired to you, into the Trust Account investments
upon receipt.
This is the      
of up to six Extension Letters.
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 |
|
Exhibit 10.2
THE OFFER AND SALE OF THIS NOTE (THIS “NOTE”)
HAS NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE "SECURITIES ACT"). THIS NOTE HAS BEEN ACQUIRED FOR
INVESTMENT ONLY AND MAY NOT BE SOLD, TRANSFERRED OR ASSIGNED IN THE ABSENCE OF REGISTRATION OF THE RESALE THEREOF UNDER THE SECURITIES
ACT OR AN OPINION OF COUNSEL REASONABLY SATISFACTORY IN FORM, SCOPE AND SUBSTANCE TO THE MAKER THAT SUCH REGISTRATION IS NOT REQUIRED.
PROMISSORY NOTE
Principal Amount: Up to $750,000
Issue Date: July 13, 2023
Newcourt Acquisition Corp
(the "Maker") promises to pay to the order of Newcourt SPAC Sponsor, LLC (the "Payee") the principal
sum of up to SEVEN HUNDRED FIFTY THOUSAND DOLLARS ($750,000) (the “Maximum Principal Amount”) in lawful money of the
United States of America, on the terms and conditions described below.
1. Principal. The Payee shall be obligated
to lend to the Maker amounts up to the Maximum Principal Amount for operating costs of the Maker. The principal balance of this Note shall
be repayable on the date (the “Maturity Date”) on which the Maker consummates a merger, capital stock exchange, asset
acquisition, stock purchase, reorganization or similar business combination with one or more businesses (the “Initial Business
Combination”). The principal balance may be prepaid at any time. Under no circumstances shall any individual, including but
not limited to any officer, director, employee or shareholder of Maker, be obligated personally for any obligations or liabilities of
Maker hereunder. No amount shall be due under this Note if such Initial Business Combination is not consummated on or before January 22,
2024.
2. Interest. This Note shall bear no interest.
3. Application of Payments. All payments
shall be applied first to payment in full of any costs incurred in the collection of any sum due under this Note, including (without limitation)
reasonable attorneys' fees, then to the payment in full of any late charges and finally to the reduction of the unpaid principal balance
of this Note.
4. Conversion. At the Maturity Date, by
providing written notice to Maker, Payee may elect to convert any portion or all of the amount outstanding under this Note, up to a maximum
of $750,000, into units of the entity surviving or resulting from the Initial Business Combination at a conversion price of $10.00 per
unit. The terms and conditions of such units shall be as described in the registration statement and prospectus filed with the Securities
and Exchange Commission in connection with the IPO (together, the “Registration Statement”).
5. Events of Default. The following shall constitute Events
of Default:
(a) Failure to Make Required
Payments. Failure by the Maker to pay the principal of, or other payments on, this Note within five (5) business days following the
date when due.
6. Remedies.
(a) Upon the occurrence of an Event of Default
specified in Section 5(a), the Payee may, by written notice to the Maker, declare this Note to be due and payable, whereupon the
principal amount of this Note, and all other amounts payable under this Note, shall become immediately due and payable without presentment,
demand, protest or other notice of any kind, all of which are hereby expressly waived, anything contained herein or in the documents evidencing
the same to the contrary notwithstanding.7. Waivers. The Maker and all endorsers and guarantors of, and sureties for, this Note
waive presentment for payment, demand, notice of dishonor, protest, and notice of protest with regard to this Note, all errors, defects
and imperfections in any proceedings instituted by the Payee under the terms of this Note, and all benefits that might accrue to the Maker
by virtue of any present or future laws exempting any property, real or personal, or any part of the proceeds arising from any sale of
any such property, from attachment, levy or sale under execution, or providing for any stay of execution, exemption from civil process,
or extension of time for payment; and the Maker agrees that any real estate that may be levied upon pursuant to a judgment obtained by
virtue hereof, on any writ of execution issued hereon, may be sold upon any such writ in whole or in part in any order desired by the
Payee.
8. Unconditional Liability. The Maker hereby
waives all notices in connection with the delivery, acceptance, performance, default, or enforcement of the payment of this Note, and
agrees that its liability shall be unconditional, without regard to the liability of any other party, and shall not be affected in any
manner by any indulgence, extension of time, renewal, waiver or modification granted or consented to by the Payee, and consents to any
and all extensions of time, renewals, waivers, or modifications that may be granted by the Payee with respect to the payment or other
provisions of this Note, and agrees that additional makers, endorsers, guarantors, or sureties may become parties hereto without notice
to them or affecting their liability hereunder.
9. Notices. Any notice called for hereunder
shall be deemed properly given if (i) sent by certified mail, return receipt requested, (ii) personally delivered, (iii) dispatched by
any form of private or governmental express mail or delivery service providing receipted delivery, (iv) sent by facsimile or (v) sent
by e-mail, to the following addresses or to such other address as either party may designate by notice in accordance with this Section:
If to the Maker:
Newcourt Acquisition Corp
2201 Broadway, Suite 705
Oakland CA 94612
Attention: Jurgen van de Vyver
Email: jurgen@launchpad.vc
If to the Payee:
Newcourt SPAC Sponsor, LLC
2201 Broadway, Suite 705
Oakland CA 94612
Attention: Jurgen van de Vyver
Email: jurgen@launchpad.vc
Notice shall be deemed given on the earlier of
(i) actual receipt by the receiving party, (ii) the date shown on a facsimile transmission confirmation, (iii) the date on which an e-mail
transmission was received by the receiving party's on-line access provider, (iv) the date reflected on a signed delivery receipt, or (v)
two (2) business days following tender of delivery or dispatch by express mail or delivery service.
10. Construction. THIS
NOTE SHALL BE CONSTRUED AND ENFORCED IN ACCORDANCE WITH THE LAWS OF THE STATE OF NEW YORK, WITHOUT REGARD TO CONFLICT OF LAW PROVISIONS
THEREOF.
11. Severability. Any provision contained
in this Note which is prohibited or unenforceable in any jurisdiction shall, as to such jurisdiction, be ineffective to the extent of
such prohibition or unenforceability without invalidating the remaining provisions hereof, and any such prohibition or unenforceability
in any jurisdiction shall not invalidate or render unenforceable such provision in any other jurisdiction.
12. Trust Waiver. Notwithstanding anything
herein to the contrary, the Payee hereby waives any and all right, title, interest or claim of any kind ("Claim") in
or to any distribution of the trust account in which the proceeds of the Maker’s IPO and the proceeds of the sale of the securities
issued in a private placement consummated concurrently with the Maker’s IPO have been deposited, as described in greater detail
in the Registration Statement and prospectus filed with the Securities and Exchange Commission in connection with the IPO, and hereby
agrees not to seek recourse, reimbursement, payment or satisfaction for any Claim against the trust account for any reason whatsoever.
13. Amendment; Waiver. Any
amendment hereto or waiver of any provision hereof may be made with, and only with, the written consent of the Maker and the Payee.
14. Assignment. No assignment or transfer
of this Note or any rights or obligations hereunder may be made by any party hereto (by operation of law or otherwise) without the prior
written consent of the other party hereto and any attempted assignment without the required consent shall be void.
[Signature Page Follows]
IN WITNESS WHEREOF, the Maker,
intending to be legally bound hereby, has caused this Note to be duly executed the day and year first above written.
|
NEWCOURT ACQUISITION CORP |
|
|
|
|
By: |
/s/ Marc Balkin |
|
Name: |
Marc Balkin |
|
Title: |
Chief Executive Officer |
v3.23.2
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Jul. 11, 2023 |
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Jul. 11, 2023
|
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--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
|
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Oakland
|
Entity Address, State or Province |
CA
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94612
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214-3750
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Units, each consisting of one Class A ordinary share, par value $0.0001 per share, and one-half of one Redeemable Warrant
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NCACU
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NASDAQ
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NASDAQ
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