Newcourt Acquisition Corp: debt financing — Shareholders approve extension of business combination deadline to Jan 22, 2024

In connection with the Trust Agreement Amendment, Newcourt SPAC Sponsor LLC (the “Sponsor”) has agreed to make available to the Company an aggregate amount of up to $750,000, pursuant to a promissory note in favor of the Sponsor (the “July 2023 Note”). The July 2023 Note is non-convertible and bears no interest, and the principal balance is payable by the Company on the date on which the Company consummates an initial business combination (the “Maturity Date”).

Extension Amendment At the EGM, the shareholders of the Company also approved an amendment (the “Extension Amendment”) to the Company’s Amended and Restated Memorandum and Articles of Association (the “Charter”) to extend the date by which the Company must consummate an initial business combination for six (6) months from July 22, 2023 to January 22, 2024 (which is 27 months from the closing of our IPO). Redemption Limitation Amendment At the EGM, the shareholders of the Company also approved an amendment (the “Redemption Limitation Amendment”) to the Charter to eliminate the limitation that the Company shall not redeem public shares to the extent that such redemption would cause the Company’s net tangible assets to be less than $5,000,001.

On July 11, 2023, Newcourt Acquisition Corp (the “Company”) held an extraordinary general meeting of shareholders (the “EGM”) for the purpose of considering and voting on the Extension Amendment, the Redemption Limitation Amendment and the Trust Agreement Amendment (each as defined below) and, if presented, the proposal to adjourn the EGM to a later date. Trust Agreement Amendment At the EGM, the shareholders of the Company approved the amendment to the Company’s investment management trust agreement, dated as of October 19, 2021, by and between the Company and Continental Stock Transfer & Trust Company (the “Trust Agreement Amendment”).

The Extension Amendment was a pproved by a special resolution of the Company’s shareholders, and received the following votes: For Against Abstain 8,431,799 2 0

The Trust Agreement Amendment was approved by the affirmative vote of at least 65% of the Company’s outstanding Class A ordinary shares and Class B ordinary shares, and received the following votes: For Against Abstain 8,431,799 2 0

The Redemption Limitation Amendment was a pproved by a special resolution of the Company’s shareholders, and received the following votes: For Against Abstain 8,431,799 2 0