Mga Batayang Estadistika
| CIK | 1849475 |
SEC Filings
All companies that sell securities in the United States must register with the Securities and Exchange Commission (SEC) and file reports on a regular basis.
These reports include company annual reports (10K, 10Q), news updates (8K), investor presentations (found in 8Ks), insider trades (form 4), ownership reports (13D, and 13G), and reports related to the specific securities sold, such as registration statements and prospectus. This page shows recent SEC filings related to Newcourt Acquisition Corp
SEC Filings (Chronological Order)
Halaman ini menyediakan daftar lengkap dan kronologis dari Pengajuan SEC, tidak termasuk pengajuan kepemilikan yang kami sediakan di tempat lain.
| February 14, 2024 |
KYG6448C1033 / Newcourt Acquisition Corp. / GLAZER CAPITAL, LLC Passive Investment SC 13G/A 1 ncac20231231.htm UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G/A Under the Securities Exchange Act of 1934 NEWCOURT ACQUISITION CORP (Name of Issuer) Class A ordinary shares, par value $0.0001 per share (Title of Class of Securities) G6448C103 (CUSIP Number) December 31, 2023 (Date of Event Which Requires Filing of this Statement) Check the appropr |
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| February 8, 2024 |
SC 13G/A 1 formsc13ga.htm FORM SC 13G/A UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G/A Under the Securities Exchange Act of 1934 (Amendment No. 3)* Newcourt Acquisition Corp (Name of Issuer) Common Stock, $0.0001 par value (Title of Class of Securities) G6448C103 (CUSIP Number) December 31, 2023 (Date of Event which Requires Filing of this Statement) Check t |
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| February 5, 2024 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 15 CERTIFICATION AND NOTICE OF TERMINATION OF REGISTRATION UNDER SECTION 12(g) OF THE SECURITIES EXCHANGE ACT OF 1934 OR SUSPENSION OF DUTY TO FILE REPORTS UNDER SECTIONS 13 AND 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934. Commission File Number 001-40929 Newcourt Acquisition Corp (Exact name of registrant as specified i |
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| January 31, 2024 |
Exhibit 10.1 Execution Version LOCK-UP AGREEMENT THIS LOCK-UP AGREEMENT (this “Agreement”) is made and entered into as of January 26, 2024, by and among (i) Psyence Biomedical Ltd, a corporation organized under the laws of Ontario, Canada and a wholly-owned subsidiary of the Parent (“NewCo”), (ii) Newcourt Acquisition Corp, a Cayman Islands exempted company (“SPAC”), and (iii) the undersigned (“Ho |
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| January 31, 2024 |
Exhibit 10.3 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 |
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| January 31, 2024 |
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 25, 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) (Commissi |
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| January 31, 2024 |
Exhibit 3.1 THE COMPANIES ACT (AS REVISED) OF THE CAYMAN ISLANDS COMPANY LIMITED BY SHARES AMENDED AND RESTATED MEMORANDUM AND ARTICLES OF ASSOCIATION OF NEWCOURT ACQUISITION CORP (ADOPTED BY SPECIAL RESOLUTION DATED 18 JANUARY 2024 AND EFFECTIVE ON 25 JANUARY 2024) THE COMPANIES ACT (AS REVISED) OF THE CAYMAN ISLANDS COMPANY LIMITED BY SHARES AMENDED AND RESTATED MEMORANDUM OF ASSOCIATION OF NEWC |
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| January 31, 2024 |
FEE MODIFICATION AGREEMENT January 25, 2024 Exhibit 10.2 Execution Version FEE MODIFICATION AGREEMENT January 25, 2024 WHEREAS, pursuant to that certain Underwriting Agreement between Newcourt Acquisition Corp (together with any successor entity thereto, the “Company”) and Cantor Fitzgerald & Co., as Representative of the several Underwriters (“CF&CO”), dated October 19, 2021 (as may be amended from time to time, the “Underwriting Agreement |
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| January 31, 2024 |
Exhibit 99.1 Psyence Biomedical Ltd. Approved to List on Nasdaq following Completion of Business Combination Agreement with Newcourt Acquisition Corp TORONTO, Jan. 25, 2024 (GLOBE NEWSWIRE) - Psyence Group Inc (“Psyence Group”), a clinical-stage life science biotechnology company pioneering the use of nature-derived psilocybin in mental health and wellbeing, is excited to announce the completion o |
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| 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 |
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| January 24, 2024 |
AMENDMENT NO. 3 TO THE INVESTMENT MANAGEMENT TRUST AGREEMENT 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 m |
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| January 24, 2024 |
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) (Commissi |
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| January 23, 2024 |
Newcourt Acquisition Corp Announces Continuation of Business Combination Close Process Exhibit 99.1 Newcourt Acquisition Corp Announces Continuation of Business Combination Close Process NEW YORK, NY, Jan. 22, 2024 (GLOBE NEWSWIRE) - Newcourt Acquisition Corp (“Newcourt”) (NASDAQ: NCAC) announced today that the conditions to closing the business combination (the “Business Combination”) pursuant to the Amended and Restated Business Combination Agreement, dated July 31, 2023 (as amend |
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| January 23, 2024 |
Newcourt Acquisition Corp Announces Continuation of Business Combination Close Process Exhibit 99.1 Newcourt Acquisition Corp Announces Continuation of Business Combination Close Process NEW YORK, NY, Jan. 22, 2024 (GLOBE NEWSWIRE) - Newcourt Acquisition Corp (“Newcourt”) (NASDAQ: NCAC) announced today that the conditions to closing the business combination (the “Business Combination”) pursuant to the Amended and Restated Business Combination Agreement, dated July 31, 2023 (as amend |
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| January 23, 2024 |
Filed by Psyence Biomedical Ltd. Pursuant to Rule 425 under the Securities Act of 1933, as amended, and deemed filed pursuant to Rule 14a-12 under the Securities Exchange Act of 1934, as amended Subject Company: Newcourt Acquisition Corp Commission File No.: 001-40929 United States SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Form 8-K Current Report Pursuant to Section 13 or Section 1 |
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| January 23, 2024 |
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 January 23, 2024 (January 22, 2024) Date of Report (Date of earliest event reported) Newcourt Acquisition Corp (Exact Name of Registrant as Specified in its Charter) Cayman Islands 001-40929 N/A (State or other jurisdiction of incorp |
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| January 23, 2024 |
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 January 23, 2024 (January 22, 2024) Date of Report (Date of earliest event reported) Newcourt Acquisition Corp (Exact Name of Registrant as Specified in its Charter) Cayman Islands 001-40929 N/A (State or other jurisdiction of incorp |
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| January 22, 2024 |
United States SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Form 8-K Current Report Pursuant to Section 13 or Section 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): January 22, 2024 (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 |
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| January 22, 2024 |
United States SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Form 8-K Current Report Pursuant to Section 13 or Section 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): January 22, 2024 (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 |
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| January 22, 2024 |
United States SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Form 8-K Current Report Pursuant to Section 13 or Section 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): January 22, 2024 (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 |
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| January 22, 2024 |
United States SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Form 8-K Current Report Pursuant to Section 13 or Section 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): January 22, 2024 (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 |
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| January 22, 2024 |
TABLE OF CONTENTS UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 Filed by the Registrant ☒ Filed by a party other than the Registrant ☐ Check the appropriate box: ☐ Preliminary Proxy Statement ☐ Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2)) ☒ Defi |
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| January 19, 2024 |
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 19, 2024 (January 18, 2024) Newcourt Acquisition Corp (Exact name of registrant as specified in its charter) Cayman Islands 001-40929 N/A (State or other jurisdiction of incor |
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| January 17, 2024 |
Exhibit 99.1 Corporate Presentation Proposed Business Combination with Newcourt Acquisition Corporation January 2024 2 Psyence Biomedical Ltd. / Healing Minds with Science . Changing Lives with Nature This presentation (this “Presentation”) does not constitute an offer or invitation for the sale or purchase of securities and has been prepared solely for informational purposes . The information con |
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| January 17, 2024 |
Exhibit 10.1 SECURITIES PURCHASE AGREEMENT This Securities Purchase Agreement (this “Agreement”) is dated as of January 15, 2024, between Psyence Biomedical Ltd., a corporation existing under the laws of Ontario, Canada (the “Company”), Psyence Biomed II Corp., a corporation existing under the laws of Ontario, Canada (“Psyence”), the funds, accounts, and/other investment vehicles managed by [ ] si |
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| January 17, 2024 |
Filed by Psyence Biomedical Ltd. Pursuant to Rule 425 under the Securities Act of 1933, as amended, and deemed filed pursuant to Rule 14a-12 under the Securities Exchange Act of 1934, as amended Subject Company: Newcourt Acquisition Corp Commission File No.: 001-40929 United States SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Form 8-K Current Report Pursuant to Section 13 or Section 1 |
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| January 16, 2024 |
KYG6448C1033 / Newcourt Acquisition Corp. / Newcourt SPAC Sponsor LLC - SC 13D/A Activist Investment SC 13D/A 1 tm243449d1sc13da.htm SC 13D/A UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13D Under the Securities Exchange Act of 1934 (Amendment No. 2)* Newcourt Acquisition Corp (Name of Issuer) Class A ordinary shares, par value $0.0001 per share (Title of Class of Securities) G6448C 103 (CUSIP Number) Newcourt SPAC Sponsor LLC 2201 Broadway Suite 705 Oakland, C |
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| January 16, 2024 |
Exhibit 99.1 Corporate Presentation Proposed Business Combination with Newcourt Acquisition Corporation January 2024 2 Psyence Biomedical Ltd. / Healing Minds with Science . Changing Lives with Nature This presentation (this “Presentation”) does not constitute an offer or invitation for the sale or purchase of securities and has been prepared solely for informational purposes . The information con |
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| January 16, 2024 |
Exhibit 10.1 SECURITIES PURCHASE AGREEMENT This Securities Purchase Agreement (this “Agreement”) is dated as of January 15, 2024, between Psyence Biomedical Ltd., a corporation existing under the laws of Ontario, Canada (the “Company”), Psyence Biomed II Corp., a corporation existing under the laws of Ontario, Canada (“Psyence”), the funds, accounts, and/other investment vehicles managed by [ ] si |
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| January 16, 2024 |
United States SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Form 8-K Current Report Pursuant to Section 13 or Section 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): January 16, 2024 (January 15, 2024) Newcourt Acquisition Corp (Exact name of registrant as specified in its charter) Cayman Islands 001-40929 N/A (State or other jurisdiction |
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| January 16, 2024 |
Exhibit 10.1 SECURITIES PURCHASE AGREEMENT This Securities Purchase Agreement (this “Agreement”) is dated as of January 15, 2024, between Psyence Biomedical Ltd., a corporation existing under the laws of Ontario, Canada (the “Company”), Psyence Biomed II Corp., a corporation existing under the laws of Ontario, Canada (“Psyence”), the funds, accounts, and/other investment vehicles managed by [ ] si |
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| January 16, 2024 |
Exhibit 99.1 Corporate Presentation Proposed Business Combination with Newcourt Acquisition Corporation January 2024 2 Psyence Biomedical Ltd. / Healing Minds with Science . Changing Lives with Nature This presentation (this “Presentation”) does not constitute an offer or invitation for the sale or purchase of securities and has been prepared solely for informational purposes . The information con |
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| January 16, 2024 |
Regulation FD Disclosure, Financial Statements and Exhibits, Other Events United States SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Form 8-K Current Report Pursuant to Section 13 or Section 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): January 16, 2024 (January 15, 2024) Newcourt Acquisition Corp (Exact name of registrant as specified in its charter) Cayman Islands 001-40929 N/A (State or other jurisdiction |
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| January 12, 2024 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 Filed by the Registrant x Filed by a party other than the Registrant ¨ Check the appropriate box: ¨ Preliminary Proxy Statement ¨ Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2)) ¨ Definitive Proxy State |
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| January 11, 2024 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 Filed by the Registrant x Filed by a party other than the Registrant ¨ Check the appropriate box: ¨ Preliminary Proxy Statement ¨ Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2)) ¨ Definitive Proxy State |
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| January 10, 2024 |
TABLE OF CONTENTS UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 Filed by the Registrant ☒ Filed by a party other than the Registrant ☐ Check the appropriate box: ☒ Preliminary Proxy Statement ☐ Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2)) ☐ Defi |
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| November 30, 2023 |
United States SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Form 8-K Current Report Pursuant to Section 13 or Section 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): November 30, 2023 (November 30, 2023) Newcourt Acquisition Corp (Exact name of registrant as specified in its charter) Cayman Islands 001-40929 N/A (State or other jurisdictio |
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| November 30, 2023 |
United States SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Form 8-K Current Report Pursuant to Section 13 or Section 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): November 30, 2023 (November 30, 2023) Newcourt Acquisition Corp (Exact name of registrant as specified in its charter) Cayman Islands 001-40929 N/A (State or other jurisdictio |
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| November 21, 2023 |
Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q (Mark One) ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended September 30, 2023 ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission File No. 001- |
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| November 15, 2023 |
TABLE OF CONTENTS UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 Filed by the Registrant ☒ Filed by a Party other than the Registrant ☐ Check the appropriate box: ☐ Preliminary Proxy Statement ☐ Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2)) ☒ Defi |
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| November 15, 2023 |
United States SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Form 8-K Current Report Pursuant to Section 13 or Section 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): November 15, 2023 (November 9, 2023) Newcourt Acquisition Corp (Exact name of registrant as specified in its charter) Cayman Islands 001-40929 N/A (State or other jurisdiction |
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| November 15, 2023 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 12b-25 NOTIFICATION OF LATE FILING SEC File Number: 001-40929 CUSIP Numbers: G6448C103; G6448C111; G6448C129 (Check one): ¨ Form 10-K ¨ Form 20-F ¨ Form 11-K x Form 10-Q ¨ Form 10-D ¨ Form N-CEN ¨ Form N-CSR For Period Ended: September 30, 2023 ¨ Transition Report on Form 10-K ¨ Transition Report on Form 20-F ¨ Transition |
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| November 15, 2023 |
Exhibit 2.1 FIRST AMENDMENT TO AMENDED AND RESTATED BUSINESS COMBINATION AGREEMENT This First Amendment to the Amended and Restated Business Combination Agreement (this “Amendment”), dated as of November 9, 2023, is made and entered into by and among Newcourt Acquisition Corp, a Cayman Islands exempted company (“SPAC”), Newcourt SPAC Sponsor LLC, a Delaware limited liability company (the “Sponsor” |
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| November 15, 2023 |
Exhibit 99.1 PSYENCE GROUP ANNOUNCES SEC EFFECTIVENESS OF F-4 FOR PROPOSED BUSINESS COMBINATION BETWEEN SUBSIDIARY AND NASDAQ-LISTED NEWCOURT ACQUISITION CORP TORONTO, ON, NOVEMBER 15, 2023 – Psyence Group Inc. (CSE:PSYG), a clinical-stage life science biotechnology company pioneering the use of nature-derived psilocybin in mental health and wellbeing (“Psyence”), and Newcourt Acquisition Corp (Na |
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| November 15, 2023 |
Exhibit 2.1 FIRST AMENDMENT TO AMENDED AND RESTATED BUSINESS COMBINATION AGREEMENT This First Amendment to the Amended and Restated Business Combination Agreement (this “Amendment”), dated as of November 9, 2023, is made and entered into by and among Newcourt Acquisition Corp, a Cayman Islands exempted company (“SPAC”), Newcourt SPAC Sponsor LLC, a Delaware limited liability company (the “Sponsor” |
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| November 15, 2023 |
Filed by Psyence Biomedical Ltd. Filed by Psyence Biomedical Ltd. Pursuant to Rule 425 under the Securities Act of 1933, as amended, and deemed filed pursuant to Rule 14a-12 under the Securities Exchange Act of 1934, as amended Subject Company: Newcourt Acquisition Corp Commission File No.: 001-40929 PSYENCE GROUP ANNOUNCES SEC EFFECTIVENESS OF F-4 FOR PROPOSED BUSINESS COMBINATION BETWEEN SUBSIDIARY AND NASDAQ-LISTED NEWCOURT AC |
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| November 15, 2023 |
United States SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Form 8-K Current Report Pursuant to Section 13 or Section 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): November 15, 2023 (November 9, 2023) Newcourt Acquisition Corp (Exact name of registrant as specified in its charter) Cayman Islands 001-40929 N/A (State or other jurisdiction |
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| November 15, 2023 |
Exhibit 99.1 PSYENCE GROUP ANNOUNCES SEC EFFECTIVENESS OF F-4 FOR PROPOSED BUSINESS COMBINATION BETWEEN SUBSIDIARY AND NASDAQ-LISTED NEWCOURT ACQUISITION CORP TORONTO, ON, NOVEMBER 15, 2023 – Psyence Group Inc. (CSE:PSYG), a clinical-stage life science biotechnology company pioneering the use of nature-derived psilocybin in mental health and wellbeing (“Psyence”), and Newcourt Acquisition Corp (Na |
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| November 2, 2023 |
Notice of Delisting or Failure to Satisfy a Continued Listing Rule or Standard; Transfer of Listing 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): November 2, 2023 (October 27, 2023) Newcourt Acquisition Corp (Exact name of registrant as specified in its charter) Cayman Islands 001-40929 N/A (State or other jurisdiction of incor |
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| October 25, 2023 |
United States SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Form 8-K Current Report Pursuant to Section 13 or Section 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): October 25, 2023 (October 20, 2023) Newcourt Acquisition Corp (Exact name of registrant as specified in its charter) Cayman Islands 001-40929 N/A (State or other jurisdiction |
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| October 13, 2023 |
Notice of Delisting or Failure to Satisfy a Continued Listing Rule or Standard; Transfer of Listing United States SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Form 8-K Current Report Pursuant to Section 13 or Section 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): October 13, 2023 (October 9, 2023) Newcourt Acquisition Corp (Exact name of registrant as specified in its charter) Cayman Islands 001-40929 N/A (State or other jurisdiction o |
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| September 20, 2023 |
Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q/A (Amendment No. 1) (Mark One) ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended March 31, 2023 ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commissi |
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| September 20, 2023 |
Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q/A (Amendment No. 2) (Mark One) ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended June 30, 2023 ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commissio |
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| September 20, 2023 |
Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-K/A (Amendment No. 1) (Mark One) ☒ ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(D) OF THE SECURITIES EXCHANGE ACT OF 1934 For the fiscal year ended December 31, 2022 ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(D) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission fi |
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| September 19, 2023 |
September 19, 2023 U.S. Securities & Exchange Commission Division of Corporation Finance Office of Life Sciences 100 F Street, NE Washington, D.C. 20549 Attn: Li Xiao and Kevin Vaughn Dear Ms. Xiao and Mr. Vaughn: Newcourt Acquisition Corp, a Cayman Islands exempted company (the “Company,” “we,” “our” or “us”), hereby transmits the Company’s response to the comment letter received from the staff ( |
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| September 15, 2023 |
United States SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Form 8-K Current Report Pursuant to Section 13 or Section 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): September 15, 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) |
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| September 15, 2023 |
Exhibit 99.1 Corporate Presentation Proposed Business Combination with Newcourt Acquisition Corporation September 2023 1 Psyence Biomedical Ltd. / Healing Minds with Science . Changing Lives with Nature This presentation (this “Presentation”) does not constitute an offer or invitation for the sale or purchase of securities and has been prepared solely for informational purposes . The information c |
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| September 15, 2023 |
Regulation FD Disclosure, Financial Statements and Exhibits United States SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Form 8-K Current Report Pursuant to Section 13 or Section 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): September 15, 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) |
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| September 15, 2023 |
Exhibit 99.1 Corporate Presentation Proposed Business Combination with Newcourt Acquisition Corporation September 2023 1 Psyence Biomedical Ltd. / Healing Minds with Science . Changing Lives with Nature This presentation (this “Presentation”) does not constitute an offer or invitation for the sale or purchase of securities and has been prepared solely for informational purposes . The information c |
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| August 22, 2023 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q/A Amendment No. 1 (Mark One) ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended June 30, 2023 ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission File No. 001-40929 |
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| August 14, 2023 |
Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q (Mark One) ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended June 30, 2023 ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission File No. 001-40929 |
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| August 14, 2023 |
Exhibit 3.1 THE COMPANIES ACT (AS REVISED) OF THE CAYMAN ISLANDS COMPANY LIMITED BY SHARES AMENDED AND RESTATED MEMORANDUM OF ASSOCIATION OF NEWCOURT ACQUISITION CORP (ADOPTED BY SPECIAL RESOLUTION DATED OCTOBER 19, 2021, AND EFFECTIVE ON OCTOBER 19, 2021) 1 The name of the Company is Newcourt Acquisition Corp 2 The Registered Office of the Company shall be at the offices of Maples Corporate Servi |
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| August 1, 2023 |
Entry into a Material Definitive Agreement, Financial Statements and Exhibits United States SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Form 8-K Current Report Pursuant to Section 13 or Section 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): July 31, 2023 (July 31, 2023) Newcourt Acquisition Corp (Exact name of registrant as specified in its charter) Cayman Islands 001-40929 N/A (State or other jurisdiction of inc |
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| August 1, 2023 |
Exhibit 2.1 Execution Version AMENDED AND RESTATED BUSINESS COMBINATION AGREEMENT by and among NEWCOURT ACQUISITION CORP, NEWCOURT SPAC SPONSOR LLC, PSYENCE (CAYMAN) MERGER SUB, PSYENCE GROUP INC. , PSYENCE BIOMED II CORP., PSYENCE BIOMED CORP., and PSYENCE BIOMEDICAL LTD. DATED AS OF JULY 31, 2023 table of contents Page ARTICLE I CERTAIN DEFINITIONS 3 Section 1.1 Certain Definitions 3 ARTICLE II |
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| August 1, 2023 |
United States SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Form 8-K Current Report Pursuant to Section 13 or Section 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): July 31, 2023 (July 31, 2023) Newcourt Acquisition Corp (Exact name of registrant as specified in its charter) Cayman Islands 001-40929 N/A (State or other jurisdiction of inc |
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| August 1, 2023 |
Exhibit 2.1 Execution Version AMENDED AND RESTATED BUSINESS COMBINATION AGREEMENT by and among NEWCOURT ACQUISITION CORP, NEWCOURT SPAC SPONSOR LLC, PSYENCE (CAYMAN) MERGER SUB, PSYENCE GROUP INC. , PSYENCE BIOMED II CORP., PSYENCE BIOMED CORP., and PSYENCE BIOMEDICAL LTD. DATED AS OF JULY 31, 2023 table of contents Page ARTICLE I CERTAIN DEFINITIONS 3 Section 1.1 Certain Definitions 3 ARTICLE II |
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| July 13, 2023 |
Amendment to Amended and Restated Memorandum and Articles of Association of the Company 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 |
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| July 13, 2023 |
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 incorporati |
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| July 13, 2023 |
Promissory Note, dated July 13, 2023 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 |
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| July 13, 2023 |
Amendment to the Investment Management Trust Agreement, dated July 11, 2023 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 m |
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| July 7, 2023 |
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 7, 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 F |
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| July 7, 2023 |
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 7, 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 F |
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| June 23, 2023 |
TABLE OF CONTENTS UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 Filed by the Registrant ☒ Filed by a party other than the Registrant ☐ Check the appropriate box: ☐ Preliminary Proxy Statement ☐ Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2)) ☒ Defi |
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| June 16, 2023 |
United States SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Form 8-K Current Report Pursuant to Section 13 or Section 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): June 16, 2023 (June 12, 2023) Newcourt Acquisition Corp (Exact name of registrant as specified in its charter) Cayman Islands 001-40929 N/A (State or other jurisdiction of inc |
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| June 12, 2023 |
United States SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Form 8-K Current Report Pursuant to Section 13 or Section 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): June 6, 2023 (June 12, 2023) Newcourt Acquisition Corp (Exact name of registrant as specified in its charter) Cayman Islands 001-40929 N/A (State or other jurisdiction of inco |
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| June 9, 2023 |
TABLE OF CONTENTS UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 Filed by the Registrant ☒ Filed by a party other than the Registrant ☐ Check the appropriate box: ☒ Preliminary Proxy Statement ☐ Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2)) ☐ Defi |
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| May 15, 2023 |
Exhibit 3.1 THE COMPANIES ACT (AS REVISED) OF THE CAYMAN ISLANDS COMPANY LIMITED BY SHARES AMENDED AND RESTATED MEMORANDUM OF ASSOCIATION OF NEWCOURT ACQUISITION CORP (ADOPTED BY SPECIAL RESOLUTION DATED OCTOBER 19, 2021, AND EFFECTIVE ON OCTOBER 19, 2021) 1 The name of the Company is Newcourt Acquisition Corp 2 The Registered Office of the Company shall be at the offices of Maples Corporate Servi |
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| May 15, 2023 |
Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q (Mark One) ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended March 31, 2023 ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission File No. 001-4092 |
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| April 7, 2023 |
United States SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Form 8-K Current Report Pursuant to Section 13 or Section 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): April 7, 2023 (April 3, 2023) Newcourt Acquisition Corp (Exact name of registrant as specified in its charter) Cayman Islands 001-40929 N/A (State or other jurisdiction of inc |
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| March 23, 2023 |
Description of Registered Securities * Exhibit 4.5 DESCRIPTION OF THE REGISTRANT’S SECURITIES REGISTERED PURSUANT TO SECTION 12 OF THE SECURITIES EXCHANGE ACT OF 1934, AS AMENDED As of December 31, 2022, Newcourt Acquisition Corp. (“we,” “our,” “us” or the “Company”) had the following three classes of securities registered under Section 12 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”): (i) its units, consistin |
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| March 23, 2023 |
Exhibit 14.1 CODE OF ETHICS OF NEWCOURT ACQUISITION CORP 1. Introduction The Board of Directors (the “Board”) of Newcourt Acquisition Corp, a Cayman Islands exempted company (the “Company”), has adopted this code of ethics (this “Code”), as may be amended from time to time by the Board and which is applicable to all of the Company’s directors, officers and employees (to the extent that employees a |
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| March 23, 2023 |
Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-K (Mark One) ☒ ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(D) OF THE SECURITIES EXCHANGE ACT OF 1934 For the fiscal year ended December 31, 2022 ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(D) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission file number: 001-40929 |
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| March 23, 2023 |
EX-3.2 2 ncacu-20221231xex3d2.htm EX-3.2 Exhibit 3.2 Registrar of Companies Government Administration Building 133 Elgin Avenue George Town Grand Cayman Newcourt Acquisition Corp (ROC #372114) (the “Company”) TAKE NOTICE that by minutes of the Extraordinary General Meeting of the Company held on 6 January 2023, the following special resolution was passed: RESOLVED, as a special resolution, that th |
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| February 16, 2023 |
425 1 tm237144d18k.htm 425 United States SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Form 8-K Current Report Pursuant to Section 13 or Section 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): February 16, 2023 (February 15, 2023) Newcourt Acquisition Corp (Exact name of registrant as specified in its charter) Cayman Islands 001-40929 N/A |
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| February 16, 2023 |
Exhibit 2.1 AMENDING AGREEMENT THIS AMENDING AGREEMENT dated February 15, 2023 is made AMONG: NEWCOURT ACQUISITION CORP, a Cayman Islands exempted company (hereinafter referred to as "SPAC") - and - NEWCOURT SPAC SPONSOR LLC, a Delaware limited liability company (hereinafter referred to as "Sponsor") - and - PSYENCE GROUP INC., a corporation organized under the laws of Ontario, Canada (hereinafter |
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| February 16, 2023 |
Exhibit 2.1 AMENDING AGREEMENT THIS AMENDING AGREEMENT dated February 15, 2023 is made AMONG: NEWCOURT ACQUISITION CORP, a Cayman Islands exempted company (hereinafter referred to as "SPAC") - and - NEWCOURT SPAC SPONSOR LLC, a Delaware limited liability company (hereinafter referred to as "Sponsor") - and - PSYENCE GROUP INC., a corporation organized under the laws of Ontario, Canada (hereinafter |
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| February 16, 2023 |
Entry into a Material Definitive Agreement, Financial Statements and Exhibits United States SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Form 8-K Current Report Pursuant to Section 13 or Section 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): February 16, 2023 (February 15, 2023) Newcourt Acquisition Corp (Exact name of registrant as specified in its charter) Cayman Islands 001-40929 N/A (State or other jurisdictio |
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| February 14, 2023 |
SC 13G/A 1 formsc13ga.htm FORM SC 13G/A UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G/A Under the Securities Exchange Act of 1934 (Amendment No. 2)* Newcourt Acquisition Corp (Name of Issuer) Common Stock, $0.0001 par value (Title of Class of Securities) G6448C103 (CUSIP Number) December 31, 2022 (Date of Event which Requires Filing of this Statement) Check t |
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| February 14, 2023 |
KYG6448C1033 / Newcourt Acquisition Corp. / GLAZER CAPITAL, LLC Passive Investment UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G Under the Securities Exchange Act of 1934 Newcourt Acquisition Corporation (Name of Issuer) Class A ordinary share, par value $0.0001 per share (Title of Class of Securities) G6448C103 (CUSIP Number) December 31, 2022 (Date of Event Which Requires Filing of this Statement) Check the appropriate box to designate th |
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| February 13, 2023 |
KYG6448C1033 / Newcourt Acquisition Corp. / Newcourt SPAC Sponsor LLC - SC 13D/A Activist Investment SC 13D/A 1 tm236502d1sc13da.htm SC 13D/A UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13D Under the Securities Exchange Act of 1934 (Amendment No. 1)* Newcourt Acquisition Corp (Name of Issuer) Class A ordinary shares, par value $0.0001 per share (Title of Class of Securities) G6448C 103 (CUSIP Number) Newcourt SPAC Sponsor LLC 2201 Broadway Suite 705 Oakland, C |
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| February 3, 2023 |
United States SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Form 8-K Current Report Pursuant to Section 13 or Section 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): February 2, 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) ( |
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| February 3, 2023 |
Exhibit 99.1 CSE: PSYG | OTCQB: PSYGFCorporate Presentation 1CSE: PSYG | OTCQB: PSYGF Corporate Presentation This Presentation (this “Presentation”) does not constitute an offer or invitation for the sale or purchase of securities and has been prepared solely for informational purposes. The information contained in this Presentation has been prepared for the exclusive use of the selected persons t |
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| February 3, 2023 |
EX-99.1 2 tm235303d1ex99-1.htm EXHIBIT 99.1 Exhibit 99.1 CSE: PSYG | OTCQB: PSYGFCorporate Presentation 1CSE: PSYG | OTCQB: PSYGF Corporate Presentation This Presentation (this “Presentation”) does not constitute an offer or invitation for the sale or purchase of securities and has been prepared solely for informational purposes. The information contained in this Presentation has been prepared for |
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| February 3, 2023 |
United States SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Form 8-K Current Report Pursuant to Section 13 or Section 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): February 2, 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) ( |
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| January 30, 2023 |
SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G/A Under the Securities Exchange Act of 1934 (Amendment No. 2)* Newcourt Acquisition Corp (Name of Issuer) Class A Ordinary Shares, par value $0.0001 per share (Title of Class of Securities) G6448C103 (CUSIP Number) December 31, 2022 (Date of event which requires filing of this statement) Check the appropriate box to designate t |
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| January 27, 2023 |
KYG6448C1033 / Newcourt Acquisition Corp. / INTEGRATED CORE STRATEGIES (US) LLC Passive Investment UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G Under the Securities Exchange Act of 1934 (AMENDMENT NO. 1) NEWCOURT ACQUISITION CORP (Name of Issuer) CLASS A ORDINARY SHARES, PAR VALUE $0.0001 PER SHARE (Title of Class of Securities) G6448C103 (CUSIP Number) DECEMBER 31, 2022 (Date of event which requires filing of this statement) Check the appropriate box to |
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| January 23, 2023 |
Exhibit 10.1 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 |
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| January 23, 2023 |
United States SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Form 8-K Current Report Pursuant to Section 13 or Section 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): January 23, 2023 (January 17, 2023) Newcourt Acquisition Corp (Exact name of registrant as specified in its charter) Cayman Islands 001-40929 N/A (State or other jurisdiction |
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| January 13, 2023 |
Exhibit 2.1 Execution Version BUSINESS COMBINATION AGREEMENT by and among NEWCOURT ACQUISITION CORP, NEWCOURT SPAC SPONSOR LLC, PSYENCE GROUP INC., and PSYENCE BIOMED CORP. DATED AS OF JANUARY 9, 2023 table of contents Page ARTICLE I CERTAIN DEFINITIONS 3 Section 1.1 Certain Definitions 3 ARTICLE II PRE-CLOSING TRANSACTIONS AND MERGER 20 Section 2.1 Pre-Closing Transactions 20 Section 2.2 Merger 2 |
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| January 13, 2023 |
EX-2.1 2 tm233372d1ex2-1.htm EXHIBIT 2.1 Exhibit 2.1 Execution Version BUSINESS COMBINATION AGREEMENT by and among NEWCOURT ACQUISITION CORP, NEWCOURT SPAC SPONSOR LLC, PSYENCE GROUP INC., and PSYENCE BIOMED CORP. DATED AS OF JANUARY 9, 2023 table of contents Page ARTICLE I CERTAIN DEFINITIONS 3 Section 1.1 Certain Definitions 3 ARTICLE II PRE-CLOSING TRANSACTIONS AND MERGER 20 Section 2.1 Pre-Clo |
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| January 13, 2023 |
United States SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Form 8-K Current Report Pursuant to Section 13 or Section 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): January 13,2023 (January 9, 2023) Newcourt Acquisition Corp (Exact name of registrant as specified in its charter) Cayman Islands 001-40929 N/A (State or other jurisdiction of |
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| January 13, 2023 |
Entry into a Material Definitive Agreement, Financial Statements and Exhibits United States SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Form 8-K Current Report Pursuant to Section 13 or Section 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): January 13,2023 (January 9, 2023) Newcourt Acquisition Corp (Exact name of registrant as specified in its charter) Cayman Islands 001-40929 N/A (State or other jurisdiction of |
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| January 10, 2023 |
CSE: PSYG | OTCQB: PSYGF Corporate Presentation Exhibit 99.2 CSE: PSYG | OTCQB: PSYGF Corporate Presentation 1 CSE: PSYG | OTCQB: PSYGF Corporate Presentation Readers are therefore cautioned not to place undue reliance on such forward - looking statements . In addition, in considering any prior performance information contained in this presentation, readers should bear in mind that past results are not necessarily indicative of future results, |
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| January 10, 2023 |
Regulation FD Disclosure, Financial Statements and Exhibits United States SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Form 8-K Current Report Pursuant to Section 13 or Section 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): January 9, 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) ( |
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| January 10, 2023 |
EX-99.1 2 tm232749d2ex99-1.htm EXHIBIT 99.1 Exhibit 99.1 Psyence Announces Business Combination between Wholly Owned Subsidiary Psyence Biomed Corp. and Nasdaq listed Newcourt Acquisition Corp Vancouver, British Columbia, January 09, 2023 – Psyence Group Inc. (CSE:PSYG | OTCQB: PSYGF), a life science biotechnology company pioneering the use of natural psilocybin in mental health and well-being (“P |
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| January 10, 2023 |
Exhibit 10.1 AMENDMENT TO THE INVESTMENT MANAGEMENT TRUST AGREEMENT This Amendment No. 1 (this “Amendment”), dated as of January 6, 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 |
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| January 10, 2023 |
CSE: PSYG | OTCQB: PSYGF Corporate Presentation Exhibit 99.2 CSE: PSYG | OTCQB: PSYGF Corporate Presentation 1 CSE: PSYG | OTCQB: PSYGF Corporate Presentation Readers are therefore cautioned not to place undue reliance on such forward - looking statements . In addition, in considering any prior performance information contained in this presentation, readers should bear in mind that past results are not necessarily indicative of future results, |
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| January 10, 2023 |
United States SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Form 8-K Current Report Pursuant to Section 13 or Section 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): January 9, 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) ( |
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| January 10, 2023 |
Amendment to Amended and Restated Memorandum and Articles of Association of the Company Exhibit 3.1 PROPOSED AMENDMENT TO THE AMENDED AND RESTATED MEMORANDUM AND ARTICLES OF ASSOCIATION OF NEWCOURT ACQUISITION CORP Extension Amendment Proposal “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 followin |
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| January 10, 2023 |
Exhibit 99.1 Psyence Announces Business Combination between Wholly Owned Subsidiary Psyence Biomed Corp. and Nasdaq listed Newcourt Acquisition Corp Vancouver, British Columbia, January 09, 2023 – Psyence Group Inc. (CSE:PSYG | OTCQB: PSYGF), a life science biotechnology company pioneering the use of natural psilocybin in mental health and well-being (“Psyence”), and Newcourt Acquisition Corp (Nas |
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| January 10, 2023 |
EX-10.2 4 tm232749d1ex10-2.htm EXHIBIT 10.2 Exhibit 10.2 THIS PROMISSORY NOTE (“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 MAKER REASONABLY SATISFACTORY IN |
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| January 10, 2023 |
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 10, 2023 (January 6, 2023) Newcourt Acquisition Corp (Exact name of registrant as specified in its charter) Cayman Islands 001-40929 N/A (State or other jurisdiction of incorp |
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| January 3, 2023 |
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): December 30, 2022 Newcourt Acquisition Corp (Exact name of registrant as specified in its charter) Cayman Islands 001-40929 N/A (State or other jurisdiction of incorporation) (Commiss |
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| January 3, 2023 |
DEFA14A 1 tm2233779d18k.htm DEFA14A 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): December 30, 2022 Newcourt Acquisition Corp (Exact name of registrant as specified in its charter) Cayman Islands 001-40929 N/A (State or other jur |
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| January 3, 2023 |
Press Release, dated December 30, 2022 Exhibit 99.1 Newcourt Acquisition Corp Announces Amendment and Supplement to its Definitive Proxy Statement New York, NY, Dec. 30, 2022 (GLOBE NEWSWIRE) - Newcourt Acquisition Corp (the ?Company?) (NASDAQ: NCAC) announced today that the Company has determined to modify the terms of the proposed amendment (the ?Trust Agreement Amendment?) of the Company?s investment management trust agreement, date |
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| January 3, 2023 |
Newcourt Acquisition Corp Announces Amendment and Supplement to its Definitive Proxy Statement Exhibit 99.1 Newcourt Acquisition Corp Announces Amendment and Supplement to its Definitive Proxy Statement New York, NY, Dec. 30, 2022 (GLOBE NEWSWIRE) - Newcourt Acquisition Corp (the “Company”) (NASDAQ: NCAC) announced today that the Company has determined to modify the terms of the proposed amendment (the “Trust Agreement Amendment”) of the Company’s investment management trust agreement, date |
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| December 21, 2022 |
TABLE OF CONTENTS UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 ? SCHEDULE 14A ? Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 Filed by the Registrant ? Filed by a party other than the Registrant ? Check the appropriate box: ? ? Preliminary Proxy Statement ? ? Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2) |
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| December 20, 2022 |
Newcourt Acquisition Corp 2201 Broadway, Suite 705 Oakland, CA 94612 CORRESP 1 filename1.htm Newcourt Acquisition Corp 2201 Broadway, Suite 705 Oakland, CA 94612 VIA EDGAR December 20, 2022 U.S. Securities & Exchange Commission Division of Corporation Finance Office of Real Estate & Construction 100 F Street, NE Washington, D.C. 20549 Attn: Ronald (Ron) E. Alper and Pamela Long Re: Newcourt Acquisition Corp Preliminary Proxy Statement on Schedule 14A Filed December |
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| December 16, 2022 |
Newcourt Acquisition Corp 2201 Broadway, Suite 705 Oakland, CA 94612 CORRESP 1 filename1.htm Newcourt Acquisition Corp 2201 Broadway, Suite 705 Oakland, CA 94612 VIA EDGAR December 16, 2022 U.S. Securities & Exchange Commission Division of Corporation Finance Office of Real Estate & Construction 100 F Street, NE Washington, D.C. 20549 Attn: Ronald (Ron) E. Alper and Pamela Long Re: Newcourt Acquisition Corp Preliminary Proxy Statement on Schedule 14A Filed December |
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| December 6, 2022 |
TABLE OF CONTENTS UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 ? SCHEDULE 14A ? Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 Filed by the Registrant ? Filed by a party other than the Registrant ? Check the appropriate box: ? Preliminary Proxy Statement ? ? Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2)) |
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| November 14, 2022 |
Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q (Mark One) ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended September 30, 2022 ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission File No. 001- |
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| August 15, 2022 |
Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q (Mark One) ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended June 30, 2022 ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission File No. 001-40929 |
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| May 16, 2022 |
Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q (Mark One) ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended March 31, 2022 ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission File No. 001-4092 |
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| April 11, 2022 |
KYG6448C1033 / Newcourt Acquisition Corp. / INTEGRATED CORE STRATEGIES (US) LLC Passive Investment SC 13G 1 NCACSC13G.htm UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G Under the Securities Exchange Act of 1934 NEWCOURT ACQUISITION CORP (Name of Issuer) CLASS A ORDINARY SHARES, PAR VALUE $0.0001 PER SHARE (Title of Class of Securities) G6448C103 (CUSIP Number) APRIL 5, 2022 (Date of event which requires filing of this statement) Check the appropriate box to |
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| April 1, 2022 |
NT 10-K 1 tm223886d2nt10k.htm NT 10-K United States SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 12b-25 Commission File Number: 001-40929 NOTIFICATION OF LATE FILING x Form 10-K ¨ Form 20-F ¨ Form 11-K ¨ Form 10-Q ¨ Form 10-D ¨ Form N-SAR For Period Ended: December 31, 2021 ¨ Transition Report on Form 10-K ¨ Transition Report on Form 20-F ¨ Transition Report on Form 11-k ¨ Transi |
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| April 1, 2022 |
Table of Contents ? ? UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D. |
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| April 1, 2022 |
Description of Registered Securities.* Exhibit 4.6 ? DESCRIPTION OF THE REGISTRANT?S SECURITIES REGISTERED PURSUANT TO SECTION 12 OF THE SECURITIES EXCHANGE ACT OF 1934, AS AMENDED ? As of December 31, 2021, Newcourt Acquisition Corp. (?we,? ?our,? ?us? or the ?Company?) had the following three classes of securities registered under Section 12 of the Securities Exchange Act of 1934, as amended (the ?Exchange Act?): (i) its units, consi |
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| April 1, 2022 |
Exhibit 14.1 CODE OF ETHICS OF NEWCOURT ACQUISITION CORP 1. Introduction The Board of Directors (the “Board”) of Newcourt Acquisition Corp, a Cayman Islands exempted company (the “Company”), has adopted this code of ethics (this “Code”), as may be amended from time to time by the Board and which is applicable to all of the Company’s directors, officers and employees (to the extent that employees a |
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| April 1, 2022 |
Exhibit 10.4 ? Newcourt Acquisition Corp 2201 Broadway, Suite 705 Oakland, CA 94612 March 28, 2022 ? Newcourt Acquisition Corp 2201 Broadway, Suite 705 Oakland, CA 94612 ? Re: Administrative Services Agreement ? Gentlemen: ? This letter agreement by and between Newcourt Acquisition Corp (the "Company") and Newcourt SPAC Sponsor LLC (the "Sponsor"), dated as of October 19, 2021, will confirm our ag |
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| February 14, 2022 |
Saba Capital Management, L.P. - FORM SC 13G/A UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G/A Under the Securities Exchange Act of 1934 (Amendment No. 1)* Newcourt Acquisition Corp (Name of Issuer) Common Stock, $0.0001 par value (Title of Class of Securities) G6448C103 (CUSIP Number) December 31, 2021 (Date of Event which Requires Filing of this Statement) Check the appropriate box to designate the rule |
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| February 3, 2022 |
HIGHBRIDGE CAPITAL MANAGEMENT LLC - NEWCOURT ACQUISITION CORP. SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G/A Under the Securities Exchange Act of 1934 (Amendment No. 1)* Newcourt Acquisition Corp (Name of Issuer) Class A Ordinary Shares, par value $0.0001 per share (Title of Class of Securities) G6448C103 (CUSIP Number) December 31, 2021 (Date of event which requires filing of this statement) Check the appropriate box to designate t |
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| December 9, 2021 |
Exhibit 99.1 Newcourt Acquisition Corp Announces the Separate Trading of its Class A Ordinary Shares and Warrants, Commencing December 10, 2021 New York, NY, December 9, 2021 ? Newcourt Acquisition Corp (the ?Company?) (NASDAQ: NCACU) announced today that, commencing December 10, 2021, holders of the units sold in the Company?s initial public offering may elect to separately trade the Company?s Cl |
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| December 9, 2021 |
Financial Statements and Exhibits, Other Events 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): December 9, 2021 NEWCOURT ACQUISITION CORP (Exact Name of Registrant as Specified in its Charter) Cayman Islands 001-40929 N/A (State or other jurisdiction of incorporation) (Commissi |
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| December 3, 2021 |
Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q (Mark One) ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended September 30, 2021 ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission File No. 001- |
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| November 12, 2021 |
Saba Capital Management, L.P. - FORM SC 13G SC 13G 1 formsc13g.htm FORM SC 13G UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G Under the Securities Exchange Act of 1934 (Amendment No. )* Newcourt Acquisition Corp (Name of Issuer) Common Stock, $0.0001 par value (Title of Class of Securities) G6448C111 (CUSIP Number) November 4, 2021 (Date of Event which Requires Filing of this Statement) Check the approp |
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| November 1, 2021 |
Newcourt SPAC Sponsor LLC - SC 13D UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13D Under the Securities Exchange Act of 1934 (Amendment No. )* Newcourt Acquisition Corp (Name of Issuer) Class A ordinary shares, par value $0.0001 per share (Title of Class of Securities) G6448C 103 (CUSIP Number) Newcourt SPAC Sponsor LLC 2201 Broadway Suite 705 Oakland, CA 94612 (510) 214-3750 (Name, Address and |
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| October 29, 2021 |
REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM Exhibit 99.1 REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM To the Shareholders and Board of Directors of Newcourt Acquisition Corp Opinion on the Financial Statement We have audited the accompanying balance sheet of Newcourt Acquisition Corp (the "Company") as of October 22, 2021, and the related notes (collectively, the "financial statement"). In our opinion, the financial statement pre |
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| October 29, 2021 |
Unregistered Sales of Equity Securities, Financial Statements and Exhibits, Other Events 8-K 1 tm2131115d18k.htm FORM 8-K 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): September 8, 2021 Newcourt Acquisition Corp (Exact Name of Registrant as Specified in its Charter) Cayman Islands 001-40929 N/A (State or other jurisd |
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| October 29, 2021 |
HIGHBRIDGE CAPITAL MANAGEMENT LLC - NEWCOURT ACQUISITION CORP SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G Under the Securities Exchange Act of 1934 (Amendment No. )* Newcourt Acquisition Corp (Name of Issuer) Class A Ordinary Shares, par value $0.0001 per share (Title of Class of Securities) G6448C111** (CUSIP Number) October 22, 2021 (Date of event which requires filing of this statement) Check the appropriate box to designate the |
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| October 25, 2021 |
Exhibit 10.7 UNIT SUBSCRIPTION AGREEMENT This UNIT SUBSCRIPTION AGREEMENT (this “Agreement”) is made as of the 19th day of October, 2021, by and between Newcourt Acquisition Corp, a Cayman Islands company (the “Company”), having its principal place of business at 2201 Broadway, Suite 705, Oakland, CA 94612, and J.V.B. Financial Group, LLC on behalf of its division, Cohen & Company Capital Markets |
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| October 25, 2021 |
Exhibit 4.1 WARRANT AGREEMENT between NEWCOURT ACQUISITION CORP and CONTINENTAL STOCK TRANSFER & TRUST COMPANY Dated October 19, 2021 THIS WARRANT AGREEMENT (this ?Agreement?), dated as of October 19, 2021, is by and between Newcourt Acquisition Corp, a Cayman Islands exempted company (the ?Company?), and Continental Stock Transfer & Trust Company, a New York corporation, as warrant agent (in such |
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| October 25, 2021 |
EX-10.6 10 tm2130928d1ex10-6.htm EXHIBIT 10.6 Exhibit 10.6 UNIT SUBSCRIPTION AGREEMENT This UNIT SUBSCRIPTION AGREEMENT (this “Agreement”) is made as of the 19th day of October 2021, by and between Newcourt Acquisition Corp, a Cayman Islands company (the “Company”), having its principal place of business at 2201 Broadway, Suite 705, Oakland, CA 94612, and Cantor Fitzgerald & Co. (“Cantor” or the “ |
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| October 25, 2021 |
Exhibit 10.3 REGISTRATION RIGHTS AGREEMENT THIS REGISTRATION RIGHTS AGREEMENT (this ?Agreement?), dated as of October 19, 2021, is made and entered into by and among Newcourt Acquisition Corp, a Cayman Islands exempted company (the ?Company?), Newcourt SPAC Sponsor LLC, a Delaware limited liability company (the ?Sponsor?), Cantor Fitzgerald & Co., a New York general partnership (?Cantor?), JVB Fin |
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| October 25, 2021 |
Newcourt Acquisition Corp Announces Pricing of Upsized $220 Million Initial Public Offering Exhibit 99.1 Newcourt Acquisition Corp Announces Pricing of Upsized $220 Million Initial Public Offering New York, NY, Oct. 19, 2021 (GLOBE NEWSWIRE) - Newcourt Acquisition Corp (the ?Company?) announced today that it priced its upsized initial public offering of 22,000,000 units at $10.00 per unit. The units will be listed on the Nasdaq Global Market (?Nasdaq?), begin trading on October 20, 2021, |
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| October 25, 2021 |
8-K 1 tm2130928d18k.htm FORM 8-K 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): October 25, 2021 (October 19, 2021) Newcourt Acquisition Corp (Exact name of registrant as specified in its charter) Cayman Islands 001-40929 N/A (Sta |
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| October 25, 2021 |
Exhibit 10.4 FORM OF INDEMNITY AGREEMENT THIS INDEMNITY AGREEMENT (this “Agreement”) is made on October 19, 2021 Between: (1) NEWCOURT ACQUISITION CORP, an exempted company incorporated under the laws of the Cayman Islands with registered office at Maples Corporate Services Limited, PO Box 309, Ugland House, Grand Cayman, KY1-1104, Cayman Islands (the “Company”); and (2) the undersigned (“Indemnit |
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| October 25, 2021 |
Exhibit 10.5 UNIT SUBSCRIPTION AGREEMENT This UNIT SUBSCRIPTION AGREEMENT (this ?Agreement?) is made as of the 19th day of October, 2021, by and between Newcourt Acquisition Corp, a Cayman Islands company (the ?Company?), having its principal place of business at 2201 Broadway, Suite 705, Oakland, CA 94612, and Newcourt SPAC Sponsor LLC (the ?Subscriber?). WHEREAS, the Company desires to sell on a |
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| October 25, 2021 |
Exhibit 1.1 UNDERWRITING AGREEMENT between NEWCOURT ACQUISITION CORP and CANTOR FITZGERALD & CO. Dated: October 19, 2021 NEWCOURT ACQUISITION CORP UNDERWRITING AGREEMENT New York, New York October 19, 2021 Cantor Fitzgerald & Co. 499 Park Avenue New York, New York 10022 As Representative of the Several Underwriters named on Schedule A hereto Ladies and Gentlemen: The undersigned, Newcourt Acquisit |
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| October 25, 2021 |
Exhibit 10.2 INVESTMENT MANAGEMENT TRUST AGREEMENT This Investment Management Trust Agreement (this ?Agreement?) is made effective as of October 19, 2021 by and between Newcourt Acquisition Corp, a Cayman Islands exempted company (the ?Company?), and Continental Stock Transfer & Trust Company, a New York corporation (the ?Trustee?). WHEREAS, the Company?s registration statement on Form S-1, Nos. 3 |
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| October 25, 2021 |
Amended and Restated Memorandum and Articles of Association, dated as of October 19, 2021 (2) Exhibit 3.1 THE COMPANIES ACT (As Revised) OF THE CAYMAN ISLANDS COMPANY LIMITED BY SHARES AMENDED AND RESTATED MEMORANDUM AND ARTICLES OF ASSOCIATION OF Newcourt Acquisition Corp (adopted by special resolution dated October 19, 2021, and effective on October 19, 2021) THE COMPANIES ACT (As Revised) OF THE CAYMAN ISLANDS COMPANY LIMITED BY SHARES AMENDED AND RESTATED MEMORANDUM OF ASSOCIATION OF N |
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| October 25, 2021 |
Exhibit 10.1 October 19, 2021 Newcourt Acquisition Corp 2201 Broadway, Suite 705 Oakland, CA 94612 Re: Initial Public Offering Gentlemen: This letter (this “Letter Agreement”) is being delivered to you in accordance with the Underwriting Agreement (the “Underwriting Agreement”) to be entered into between Newcourt Acquisition Corp, a Cayman Islands exempted company (the “Company”), and Cantor Fitzg |
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| October 25, 2021 |
Exhibit 99.2 Newcourt Acquisition Corp Announces Closing of Upsized $250 Million Initial Public Offering Including Partial Exercise of Over-Allotment Option New York, NY, Oct. 22, 2021 (GLOBE NEWSWIRE) - Newcourt Acquisition Corp (the “Company”), a newly incorporated blank check company, today announced the closing of its upsized initial public offering of 25,000,000 units, including 3,000,000 uni |
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| October 21, 2021 |
$220,000,000 Newcourt Acquisition Corp 22,000,000 Units 424B4 1 tm219717-18424b4.htm 424B4 TABLE OF CONTENTS Filed Pursuant to Rule 424(b)(4) Registration No.: 333-254328 Registration No.: 333-260371 PROSPECTUS $220,000,000 Newcourt Acquisition Corp 22,000,000 Units Newcourt Acquisition Corp is a newly incorporated blank check company incorporated as a Cayman Islands exempted company and incorporated for the purpose of effecting a merger, share exchang |
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| October 19, 2021 |
As filed with the U.S. Securities and Exchange Commission on October 19, 2021. S-1MEF 1 tm2130609d1s1mef.htm S-1MEF As filed with the U.S. Securities and Exchange Commission on October 19, 2021. Registration No. 333- UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM S-1 REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933 Newcourt Acquisition Corp (Exact name of registrant as specified in its charter) Cayman Islands 6770 N/A (State or Other Juri |
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| October 18, 2021 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-A FOR REGISTRATION OF CERTAIN CLASSES OF SECURITIES PURSUANT TO SECTION 12(b) OR 12(g) OF THE SECURITIES EXCHANGE ACT OF 1934 NEWCOURT ACQUISITION CORP (Exact Name of Registrant as Specified in Its Charter) Cayman Islands N/A (State of Incorporation or Organization) (I.R.S. Employer Identification No.) 2201 Broadway, Su |
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| October 15, 2021 |
Newcourt Acquisition Corp 2201 Broadway Suite 705 Oakland, CA 94612 October 15, 2021 CORRESP 1 filename1.htm Newcourt Acquisition Corp 2201 Broadway Suite 705 Oakland, CA 94612 October 15, 2021 VIA EDGAR U.S. Securities and Exchange Commission 100 F Street, N.E. Washington, D.C. 20549 Attention: Stacie Gorman Re: Newcourt Acquisition Corp Registration Statement on Form S-1, as amended Filed March 16, 2021 File No. 333-254328 Dear Ms. Gorman: Pursuant to Rule 461 under the Securiti |
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| October 15, 2021 |
October 15, 2021 VIA EDGAR U.S. Securities and Exchange Commission Division of Corporation Finance 100 F Street, NE Washington, D.C. 20549 Attn: Stacie Gorman Re: Newcourt Acquisition Corp Registration Statement on Form S-1 File No. 333-254328 Dear Ms. Gorman, Pursuant to Rule 461 under the Securities Act of 1933, as amended (the ?Act?), the undersigned hereby joins in the request of Newcourt Acqu |
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| October 12, 2021 |
Newcourt Acquisition Corp 2201 Broadway Suite 705 Oakland, CA 94612 October 11, 2021 CORRESP 1 filename1.htm Newcourt Acquisition Corp 2201 Broadway Suite 705 Oakland, CA 94612 October 11, 2021 VIA EDGAR U.S. Securities and Exchange Commission 100 F Street, N.E. Washington, D.C. 20549 Attention: Stacie Gorman Re: Newcourt Acquisition Corp Withdrawal of Acceleration Request for Registration Statement on Form S-1, as amended Filed March 16, 2021 File No. 333-254328 Dear Ms. Gorman: |
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| October 7, 2021 |
Newcourt Acquisition Corp 2201 Broadway Suite 705 Oakland, CA 94612 October 7, 2021 CORRESP 1 filename1.htm Newcourt Acquisition Corp 2201 Broadway Suite 705 Oakland, CA 94612 October 7, 2021 VIA EDGAR U.S. Securities and Exchange Commission 100 F Street, N.E. Washington, D.C. 20549 Attention: Stacie Gorman Re: Newcourt Acquisition Corp Registration Statement on Form S-1, as amended Filed March 16, 2021 File No. 333-254328 Dear Ms. Gorman: Pursuant to Rule 461 under the Securitie |
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| October 7, 2021 |
CORRESP 1 filename1.htm October 7, 2021 VIA EDGAR U.S. Securities and Exchange Commission Division of Corporation Finance 100 F Street, NE Washington, D.C. 20549 Attn: Stacie Gorman Re: Newcourt Acquisition Corp Registration Statement on Form S-1 File No. 333-254328 Dear Ms. Gorman, Pursuant to Rule 461 under the Securities Act of 1933, as amended (the “Act”), the undersigned hereby joins in the r |
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| October 5, 2021 |
Newcourt Acquisition Corp 2201 Broadway, Suite 705 Oakland, CA 94612 CORRESP 1 filename1.htm Newcourt Acquisition Corp 2201 Broadway, Suite 705 Oakland, CA 94612 VIA EDGAR October 5, 2021 U.S. Securities & Exchange Commission Division of Corporation Finance Office of Real Estate & Construction 100 F Street, NE Washington, D.C. 20549 Attn: Stacie Gorman Re: Newcourt Acquisition Corp Amendment No. 5 to Registration Statement on Form S-1 Filed September 30, 2021 File |
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| October 5, 2021 |
As filed with the U.S. Securities and Exchange Commission on October 5, 2021. TABLE OF CONTENTS As filed with the U.S. Securities and Exchange Commission on October 5, 2021. Registration No. 333-254328? ? ? UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549? ? AMENDMENT NO. 6 TO FORM S-1 REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933? ? Newcourt Acquisition Corp (Exact name of registrant as specified in its charter) ? ? Cayman Islands (State or |
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| September 30, 2021 |
Exhibit 4.3 Form of Warrant Certificate [FACE] Number Warrants THIS WARRANT SHALL BE VOID IF NOT EXERCISED PRIOR TO THE EXPIRATION OF THE EXERCISE PERIOD PROVIDED FOR IN THE WARRANT AGREEMENT DESCRIBED BELOW NEWCOURT ACQUISITION CORP Incorporated Under the Laws of the Cayman Islands CUSIP G6448C129 Warrant Certificate This Warrant Certificate certifies that [●], or registered assigns, is the regis |
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| September 30, 2021 |
Form of Placement Unit Subscription Agreement between the Registrant and Newcourt SPAC Exhibit 10.6 UNIT SUBSCRIPTION AGREEMENT This UNIT SUBSCRIPTION AGREEMENT (this ?Agreement?) is made as of the [?] day of 2021, by and between Newcourt Acquisition Corp, a Cayman Islands company (the ?Company?), having its principal place of business at 2201 Broadway, Suite 705, Oakland, CA 94612, and Newcourt SPAC Sponsor LLC (the ?Subscriber?). WHEREAS, the Company desires to sell on a private p |
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| September 30, 2021 |
Exhibit 10.3 INVESTMENT MANAGEMENT TRUST AGREEMENT This Investment Management Trust Agreement (this “Agreement”) is made effective as of [], 2021 by and between Newcourt Acquisition Corp, a Cayman Islands exempted company (the “Company”), and Continental Stock Transfer & Trust Company, a New York corporation (the “Trustee”). WHEREAS, the Company’s registration statement on Form S-1, No. 333-254328 |
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| September 30, 2021 |
Exhibit 10.10 UNIT SUBSCRIPTION AGREEMENT This UNIT SUBSCRIPTION AGREEMENT (this “Agreement”) is made as of the [●] day of 2021, by and between Newcourt Acquisition Corp, a Cayman Islands company (the “Company”), having its principal place of business at 2201 Broadway, Suite 705, Oakland, CA 94612, and Cohen & Company Capital Markets (the “Subscriber”). WHEREAS, the Company desires to sell on a pr |
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| September 30, 2021 |
Form of Warrant Agreement between Continental Stock Transfer & Trust Company and the Registrant. Exhibit 4.4 WARRANT AGREEMENT between NEWCOURT ACQUISITION CORP and CONTINENTAL STOCK TRANSFER & TRUST COMPANY Dated [●], 2021 THIS WARRANT AGREEMENT (this “Agreement”), dated as of [●], 2021, is by and between Newcourt Acquisition Corp, a Cayman Islands exempted company (the “Company”), and Continental Stock Transfer & Trust Company, a New York corporation, as warrant agent (in such capacity, the |
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| September 30, 2021 |
Form of Placement Unit Subscription Agreement between the Registrant and Cantor Fitzgerald & Co. Exhibit 10.9 UNIT SUBSCRIPTION AGREEMENT This UNIT SUBSCRIPTION AGREEMENT (this “Agreement”) is made as of the [●] day of 2021, by and between Newcourt Acquisition Corp, a Cayman Islands company (the “Company”), having its principal place of business at 2201 Broadway, Suite 705, Oakland, CA 94612, and Cantor Fitzgerald & Co. (“Cantor” or the “Subscriber”). WHEREAS, the Company desires to sell on a |
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| September 30, 2021 |
As filed with the U.S. Securities and Exchange Commission on September 29, 2021. S-1/A 1 tm219717-13s1a.htm S-1/A TABLE OF CONTENTS As filed with the U.S. Securities and Exchange Commission on September 29, 2021. Registration No. 333-254328 UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 AMENDMENT NO. 5 TO FORM S-1 REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933 Newcourt Acquisition Corp (Exact name of registrant as specified in its charter) Cay |
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| September 30, 2021 |
Exhibit 10.2 [?], 2021 Newcourt Acquisition Corp 2201 Broadway, Suite 705 Oakland, CA 94612 Re: Initial Public Offering Gentlemen: This letter (this ?Letter Agreement?) is being delivered to you in accordance with the Underwriting Agreement (the ?Underwriting Agreement?) to be entered into between Newcourt Acquisition Corp, a Cayman Islands exempted company (the ?Company?), and Cantor Fitzgerald & |
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| September 30, 2021 |
Form of Underwriting Agreement. Exhibit 1.1 UNDERWRITING AGREEMENT between NEWCOURT ACQUISITION CORP and CANTOR FITZGERALD & CO. Dated: September [ ], 2021 NEWCOURT ACQUISITION CORP UNDERWRITING AGREEMENT New York, New York September [ ], 2021 Cantor Fitzgerald & Co. 499 Park Avenue New York, New York 10022 As Representative of the Several Underwriters named on Schedule A hereto Ladies and Gentlemen: The undersigned, Newcourt Ac |
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| September 30, 2021 |
Exhibit 4.1 NUMBER UNITS U- SEE REVERSE FOR CERTAIN DEFINITIONS CUSIP G6448C111 NEWCOURT ACQUISITION CORP UNITS CONSISTING OF ONE CLASS A ORDINARY SHARE AND ONE-HALF OF ONE WARRANT TO PURCHASE ONE CLASS A ORDINARY SHARE THIS CERTIFIES THAT is the owner of Units. Each Unit (?Unit?) consists of one (1) Class A ordinary share, par value $0.0001 per share (?Ordinary Shares?), of Newcourt Acquisition C |
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| September 30, 2021 |
Form of Amended and Restated Memorandum and Articles of Association. Exhibit 3.2 THE COMPANIES ACT (As Revised) OF THE CAYMAN ISLANDS COMPANY LIMITED BY SHARES AMENDED AND RESTATED MEMORANDUM AND ARTICLES OF ASSOCIATION OF Newcourt Acquisition Corp (adopted by special resolution dated [Date] and effective on [date]) THE COMPANIES ACT (As Revised) OF THE CAYMAN ISLANDS COMPANY LIMITED BY SHARES AMENDED AND RESTATED MEMORANDUM OF ASSOCIATION OF Newcourt Acquisition C |
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| September 29, 2021 |
Newcourt Acquisition Corp 2201 Broadway, Suite 705 Oakland, CA 94612 CORRESP 1 filename1.htm Newcourt Acquisition Corp 2201 Broadway, Suite 705 Oakland, CA 94612 VIA EDGAR September 29, 2021 U.S. Securities & Exchange Commission Division of Corporation Finance Office of Real Estate & Construction 100 F Street, NE Washington, D.C. 20549 Attn: Stacie Gorman Re: Newcourt Acquisition Corp Amendment Nos. 3 and 4 to Registration Statement on Form S-1 Filed September 14, |
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| September 20, 2021 |
As filed with the U.S. Securities and Exchange Commission on September 17, 2021. S-1/A 1 tm219717-11s1a.htm S-1/A As filed with the U.S. Securities and Exchange Commission on September 17, 2021. Registration No. 333-254328 UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 AMENDMENT NO. 4 TO FORM S-1 REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933 Newcourt Acquisition Corp (Exact name of registrant as specified in its charter) Cayman Islands (State |
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| September 20, 2021 |
Form of Underwriting Agreement. Exhibit 1.1 UNDERWRITING AGREEMENT between NEWCOURT ACQUISITION CORP and CANTOR FITZGERALD & CO. Dated: September [ ], 2021 NEWCOURT ACQUISITION CORP UNDERWRITING AGREEMENT New York, New York September [ ], 2021 Cantor Fitzgerald & Co. 499 Park Avenue New York, New York 10022 As Representative of the Several Underwriters named on Schedule A hereto Ladies and Gentlemen: The undersigned, Newcourt Ac |
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| September 20, 2021 |
Letter of Engagement by and between the Registrant and Cohen & Company Capital Markets. Exhibit 10.8 3 Columbus Circle, 24th Floor New York, New York 10019 CONFIDENTIAL [ ], 2021 Marc Balkin Chief Executive Officer Newcourt Acquisition Corp Re: Engagement of Services Dear Mr. Balkin: This will confirm the basis upon which Newcourt Acquisition Corp (“Client”) has engaged Cohen & Company Capital Markets, a division of J.V.B. Financial Group, LLC (“CCM”) to provide consulting and adviso |
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| September 20, 2021 |
Exhibit 10.3 INVESTMENT MANAGEMENT TRUST AGREEMENT This Investment Management Trust Agreement (this ?Agreement?) is made effective as of [], 2021 by and between Newcourt Acquisition Corp, a Cayman Islands exempted company (the ?Company?), and Continental Stock Transfer & Trust Company, a New York corporation (the ?Trustee?). WHEREAS, the Company?s registration statement on Form S-1, No. 333-254328 |
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| September 20, 2021 |
Exhibit 10.2 [●], 2021 Newcourt Acquisition Corp 2201 Broadway, Suite 705 Oakland, CA 94612 Re: Initial Public Offering Gentlemen: This letter (this “Letter Agreement”) is being delivered to you in accordance with the Underwriting Agreement (the “Underwriting Agreement”) to be entered into between Newcourt Acquisition Corp, a Cayman Islands exempted company (the “Company”), and Cantor Fitzgerald & |
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| September 20, 2021 |
Form of Warrant Agreement between Continental Stock Transfer & Trust Company and the Registrant. Exhibit 4.4 WARRANT AGREEMENT between NEWCOURT ACQUISITION CORP and CONTINENTAL STOCK TRANSFER & TRUST COMPANY Dated [?], 2021 THIS WARRANT AGREEMENT (this ?Agreement?), dated as of [?], 2021, is by and between Newcourt Acquisition Corp, a Cayman Islands exempted company (the ?Company?), and Continental Stock Transfer & Trust Company, a New York corporation, as warrant agent (in such capacity, the |
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| September 20, 2021 |
Form of Placement Unit Subscription Agreement between the Registrant and Newcourt SPAC Exhibit 10.6 UNIT SUBSCRIPTION AGREEMENT This UNIT SUBSCRIPTION AGREEMENT (this “Agreement”) is made as of the [●] day of 2021, by and between Newcourt Acquisition Corp, a Cayman Islands company (the “Company”), having its principal place of business at 2201 Broadway, Suite 705, Oakland, CA 94612, and Newcourt SPAC Sponsor LLC (the “Subscriber”). WHEREAS, the Company desires to sell on a private p |
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| September 20, 2021 |
Form of Registration Rights Agreement between the Registrant and certain security holders. Exhibit 10.4 REGISTRATION RIGHTS AGREEMENT THIS REGISTRATION RIGHTS AGREEMENT (this “Agreement”), dated as of [●], 2021, is made and entered into by and among Newcourt Acquisition Corp, a Cayman Islands exempted company (the “Company”), Newcourt SPAC Sponsor LLC, a Delaware limited liability company (the “Sponsor”), Cantor Fitzgerald & Co., a New York general partnership (“Cantor”), Cohen & Compan |
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| September 20, 2021 |
Exhibit 4.1 NUMBER UNITS U- SEE REVERSE FOR CERTAIN DEFINITIONS CUSIP G6448C111 NEWCOURT ACQUISITION CORP UNITS CONSISTING OF ONE CLASS A ORDINARY SHARE AND ONE-HALF OF ONE WARRANT TO PURCHASE ONE CLASS A ORDINARY SHARE THIS CERTIFIES THAT is the owner of Units. Each Unit (?Unit?) consists of one (1) Class A ordinary share, par value $0.0001 per share (?Ordinary Shares?), of Newcourt Acquisition C |
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| September 20, 2021 |
Exhibit 10.10 UNIT SUBSCRIPTION AGREEMENT This UNIT SUBSCRIPTION AGREEMENT (this “Agreement”) is made as of the [●] day of 2021, by and between Newcourt Acquisition Corp, a Cayman Islands company (the “Company”), having its principal place of business at 2201 Broadway, Suite 705, Oakland, CA 94612, and Cohen & Company Capital Markets (the “Subscriber”). WHEREAS, the Company desires to sell on a pr |
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| September 20, 2021 |
Form of Placement Unit Subscription Agreement between the Registrant and Cantor Fitzgerald & Co. EX-10.9 11 tm219717d12ex10-9.htm EXHIBIT 10.9 Exhibit 10.9 UNIT SUBSCRIPTION AGREEMENT This UNIT SUBSCRIPTION AGREEMENT (this “Agreement”) is made as of the [●] day of 2021, by and between Newcourt Acquisition Corp, a Cayman Islands company (the “Company”), having its principal place of business at 2201 Broadway, Suite 705, Oakland, CA 94612, and Cantor Fitzgerald & Co. (“Cantor” or the “Subscribe |
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| September 14, 2021 |
As filed with the U.S. Securities and Exchange Commission on September 13, 2021. S-1/A 1 tm219717-9s1a.htm S-1/A TABLE OF CONTENTS As filed with the U.S. Securities and Exchange Commission on September 13, 2021. Registration No. 333-254328 UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 AMENDMENT NO. 3 TO FORM S-1 REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933 Newcourt Acquisition Corp (Exact name of registrant as specified in its charter) Caym |
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| September 14, 2021 |
Amended and Restated Memorandum and Articles of Association. Exhibit 3.2 THE COMPANIES ACT (As Revised) OF THE CAYMAN ISLANDS COMPANY LIMITED BY SHARES AMENDED AND RESTATED MEMORANDUM AND ARTICLES OF ASSOCIATION OF Newcourt Acquisition Corp (adopted by special resolution dated [Date] and effective on [date]) THE COMPANIES ACT (As Revised) OF THE CAYMAN ISLANDS COMPANY LIMITED BY SHARES AMENDED AND RESTATED MEMORANDUM OF ASSOCIATION OF Newcourt Acquisition C |
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| August 20, 2021 |
As filed with the U.S. Securities and Exchange Commission on August 20, 2021. S-1/A 1 tm219717-7s1a.htm S-1/A As filed with the U.S. Securities and Exchange Commission on August 20, 2021. Registration No. 333-254328 UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 AMENDMENT NO. 2 TO FORM S-1 REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933 Newcourt Acquisition Corp (Exact name of registrant as specified in its charter) Cayman Islands (State or |
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| June 22, 2021 |
Exhibit 10.2 [●], 2021 Newcourt Acquisition Corp 2201 Broadway, Suite 705 Oakland, CA 94612 Re: Initial Public Offering Gentlemen: This letter (this “Letter Agreement”) is being delivered to you in accordance with the Underwriting Agreement (the “Underwriting Agreement”) to be entered into by and among Newcourt Acquisition Corp, a Cayman Islands exempted company (the “Company”), and Barclays Capit |
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| June 22, 2021 |
Exhibit 10.8 NEWCOURT ACQUISITION CORP 2201 Broadway, Suite 705 Oakland, CA 94612 [●], 2021 Newcourt SPAC Sponsor LLC 2201 Broadway, Suite 705 Oakland, CA 94612 Re: Administrative Services Agreement Gentlemen: This letter agreement by and between Newcourt Acquisition Corp, a Cayman Islands exempted company (the “Company”) and Newcourt SPAC Sponsor LLC (“Sponsor”), dated as of the date hereof, will |
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| June 22, 2021 |
Exhibit 4.3 Form of Warrant Certificate [FACE] Number Warrants THIS WARRANT SHALL BE VOID IF NOT EXERCISED PRIOR TO THE EXPIRATION OF THE EXERCISE PERIOD PROVIDED FOR IN THE WARRANT AGREEMENT DESCRIBED BELOW NEWCOURT ACQUISITION CORP Incorporated Under the Laws of the Cayman Islands CUSIP G6448C129 Warrant Certificate This Warrant Certificate certifies that [●], or registered assigns, is the regis |
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| June 22, 2021 |
Specimen Class A Ordinary Share Certificate. Exhibit 4.2 NUMBER C- SHARES SEE REVERSE FOR CERTAIN DEFINITIONS CUSIP G6448C103 NEWCOURT ACQUISITION CORP INCORPORATED UNDER THE LAWS OF THE CAYMAN ISLANDS CLASS A ORDINARY SHARES This Certifies that is the owner of FULLY PAID AND NON-ASSESSABLE CLASS A ORDINARY SHARES OF THE PAR VALUE OF US$0.0001 EACH OF NEWCOURT ACQUISITION CORP (THE “COMPANY”) subject to the Company's amended and restated mem |
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| June 22, 2021 |
Exhibit 10.3 INVESTMENT MANAGEMENT TRUST AGREEMENT This Investment Management Trust Agreement (this “Agreement”) is made effective as of [], 2021 by and between Newcourt Acquisition Corp, a Cayman Islands exempted company (the “Company”), and Continental Stock Transfer & Trust Company, a New York corporation (the “Trustee”). WHEREAS, the Company’s registration statement on Form S-1, No. 333-254328 |
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| June 22, 2021 |
EX-4.1 2 tm219717d4ex4-1.htm EXHIBIT 4.1 Exhibit 4.1 NUMBER UNITS U- SEE REVERSE FOR CERTAIN DEFINITIONS CUSIP G6448C111 NEWCOURT ACQUISITION CORP UNITS CONSISTING OF ONE CLASS A ORDINARY SHARE AND ONE-THIRD OF ONE WARRANT TO PURCHASE ONE CLASS A ORDINARY SHARE THIS CERTIFIES THAT is the owner of Units. Each Unit (“Unit”) consists of one (1) Class A ordinary share, par value $0.0001 per share (“Or |
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| June 22, 2021 |
As filed with the U.S. Securities and Exchange Commission on June 22, 2021. S-1/A 1 tm219717-3s1a.htm S-1/A TABLE OF CONTENTS As filed with the U.S. Securities and Exchange Commission on June 22, 2021. Registration No. 333-254328 UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 AMENDMENT NO. 1 TO FORM S-1 REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933 Newcourt Acquisition Corp (Exact name of registrant as specified in its charter) Cayman Is |
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| June 22, 2021 |
Form of Compensation Committee Charter. Exhibit 99.2 CHARTER OF THE COMPENSATION COMMITTEE OF THE BOARD OF DIRECTORS OF NEWCOURT ACQUISITION CORP I. PURPOSE OF THE COMMITTEE The purposes of the Compensation Committee (the “Committee”) of the Board of Directors (the “Board”) of Newcourt Acquisition Corp, a Cayman Islands exempted company (the “Company”) shall be to oversee the Company’s compensation and employee benefit plans and practic |
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| June 22, 2021 |
Exhibit 14 CODE OF BUSINESS CONDUCT AND ETHICS OF NEWCOURT ACQUISITION CORP 1. Introduction The Board of Directors (the “Board”) of Newcourt Acquisition Corp, a Cayman Islands exempted company, has adopted this code of business conduct and ethics (this “Code”), as amended from time to time by the Board and which is applicable to all of the Company’s directors, officers and employees (to the extent |
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| June 22, 2021 |
Placement Unit Subscription Agreement between the Registrant and Newcourt SPAC Sponsor LLC. Exhibit 10.6 UNIT SUBSCRIPTION AGREEMENT This UNIT SUBSCRIPTION AGREEMENT (this “Agreement”) is made as of the [●] day of 2021, by and between Newcourt Acquisition Corp, a Cayman Islands company (the “Company”), having its principal place of business at 2201 Broadway, Suite 705, Oakland, CA 94612, and Newcourt SPAC Sponsor LLC (the “Subscriber”). WHEREAS, the Company desires to sell on a private p |
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| June 22, 2021 |
Exhibit 99.4 CONSENT OF SIMRAN AGGARWAL TO BE NAMED AS A DIRECTOR NOMINEE Newcourt Acquisition Corp intends to file a Registration Statement on Form S-1 (together with any amendments or supplements thereto, the “Registration Statement”) registering securities for issuance in its initial public offering. As required by Rule 438 under the Securities Act of 1933, as amended, the undersigned hereby co |
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| June 22, 2021 |
Form of Warrant Agreement between Continental Stock Transfer & Trust Company and the Registrant. Exhibit 4.4 WARRANT AGREEMENT between NEWCOURT ACQUISITION CORP and CONTINENTAL STOCK TRANSFER & TRUST COMPANY Dated [●], 2021 THIS WARRANT AGREEMENT (this “Agreement”), dated as of [●], 2021, is by and between Newcourt Acquisition Corp, a Cayman Islands exempted company (the “Company”), and Continental Stock Transfer & Trust Company, a New York corporation, as warrant agent (in such capacity, the |
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| June 22, 2021 |
Amended and Restated Promissory Note, dated as of June 21, 2021, issued to Newcourt SPAC Exhibit 10.1 THE OFFER AND SALE OF THIS AMENDED AND RESTATED PROMISSORY 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 SATISFACT |
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| June 22, 2021 |
Form of Audit Committee Charter. Exhibit 99.1 CHARTER OF THE AUDIT COMMITTEE OF THE BOARD OF DIRECTORS OF NEWCOURT ACQUISITION CORP I. PURPOSE OF THE COMMITTEE The purpose of the Audit Committee (the “Committee”) of the Board of Directors (the “Board”) of Newcourt Acquisition Corp, a Cayman Islands exempted company (the “Company”) is to oversee the accounting and financial reporting processes of the Company and its subsidiaries a |
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| June 22, 2021 |
Exhibit 99.5 CONSENT OF NICOLE FARB TO BE NAMED AS A DIRECTOR NOMINEE Newcourt Acquisition Corp intends to file a Registration Statement on Form S-1 (together with any amendments or supplements thereto, the “Registration Statement”) registering securities for issuance in its initial public offering. As required by Rule 438 under the Securities Act of 1933, as amended, the undersigned hereby consen |
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| June 22, 2021 |
Newcourt Acquisition Corp 2201 Broadway, Suite 705 Oakland, CA 94612 CORRESP 1 filename1.htm Newcourt Acquisition Corp 2201 Broadway, Suite 705 Oakland, CA 94612 VIA EDGAR June 22, 2021 U.S. Securities and Exchange Commission Division of Corporation Finance Office of Real Estate & Construction 100 F Street, NE Washington, D.C. 20549 Attn: Jonathan Burr Re: Newcourt Acquisition Corp Registration Statement on Form S-1 Filed March 16, 2021 File No. 333-254328 Dear Mr. |
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| June 22, 2021 |
Form of Registration Rights Agreement between the Registrant and certain security holders. Exhibit 10.4 REGISTRATION RIGHTS AGREEMENT THIS REGISTRATION RIGHTS AGREEMENT (this ?Agreement?), dated as of [?], 2021, is made and entered into by and among Newcourt Acquisition Corp, a Cayman Islands exempted company (the ?Company?), Newcourt SPAC Sponsor LLC, a Delaware limited liability company (the ?Sponsor?), and the undersigned parties listed on the signature page hereto (each such party, |
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| June 22, 2021 |
Exhibit 10.7 FORM OF INDEMNITY AGREEMENT THIS INDEMNITY AGREEMENT (this “Agreement”) is made on [●], 2021 Between: (1) NEWCOURT ACQUISITION CORP, an exempted company incorporated under the laws of the Cayman Islands with registered office at Maples Corporate Services Limited, PO Box 309, Ugland House, Grand Cayman, KY1-1104, Cayman Islands (the “Company”); and (2) (“Indemnitee”). Whereas: (A) High |
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| March 16, 2021 |
Exhibit 10.5 Newcourt Acquisition Corp 2201 Broadway, Suite 705 Oakland, CA 94612 March 4, 2021 Newcourt SPAC Sponsor LLC 2201 Broadway, Suite 705 Oakland, CA 94612 RE: Securities Subscription Agreement Ladies and Gentlemen: This agreement (the “Agreement”) is entered into on March 4, 2021 by and between Newcourt SPAC Sponsor LLC, a Delaware limited liability company (the “Subscriber” or “you”), a |
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| March 16, 2021 |
Promissory Note, dated as of March 4, 2021 issued to Newcourt SPAC Sponsor LLC. Exhibit 10.1 THE OFFER AND SALE OF THIS PROMISSORY 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 AN |
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| March 16, 2021 |
Power of Attorney (included on signature page of this Registration Statement). S-1 1 tm219717-1s1.htm S-1 TABLE OF CONTENTS As filed with the U.S. Securities and Exchange Commission on March 16, 2021. Registration No. 333- UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Form S-1 REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933 Newcourt Acquisition Corp (Exact name of registrant as specified in its charter) Cayman Islands (State or other j |
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| March 16, 2021 |
Exhibit 99.3 CONSENT OF ROHIT BODAS TO BE NAMED AS A DIRECTOR NOMINEE Newcourt Acquisition Corp intends to file a Registration Statement on Form S-1 (together with any amendments or supplements thereto, the ?Registration Statement?) registering securities for issuance in its initial public offering. As required by Rule 438 under the Securities Act of 1933, as amended, the undersigned hereby consen |
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| March 16, 2021 |
Memorandum and Articles of Association. Exhibit 3.1 THE COMPANIES ACT (AS REVISED) OF THE CAYMAN ISLANDS COMPANY LIMITED BY SHARES MEMORANDUM AND ARTICLES OF ASSOCIATION OF NEWCOURT ACQUISITION CORP THE COMPANIES ACT (AS REVISED) OF THE CAYMAN ISLANDS COMPANY LIMITED BY SHARES MEMORANDUM OF ASSOCIATION OF NEWCOURT ACQUISITION CORP 1. The name of the Company is Newcourt Acquisition Corp 2. The Registered Office of the Company shall be at |
