--- schema_version: "secwatch.filing_event.v1" accession: "0001104659-23-080730" form_type: "8-K" ticker: null cik: "0001849475" company_name: "Newcourt Acquisition Corp" filed_at: "2023-07-13T23:59:59+00:00" generated_at: "2026-06-13T08:54:32.710113+00:00" event_type: "other_material" sentiment: "neutral" materiality_score: 0.5 calibrated_materiality_score: 0.5 confidence: "high" source: SEC EDGAR --- # Shareholders approve extension of business combination deadline to Jan 22, 2024 ## Summary - Redemption of 389,511 public shares for ~$4.3M ($11.07/share); ~$12.3M remains in trust. - Sponsor provides up to $750,000 promissory note for operating costs, convertible at $10/unit. - Trust agreement amended to allow monthly extension payments of lesser of $45k or $0.03/share. - Redemption limitation of $5,000,001 net tangible assets eliminated. ## SEC filing metadata - accession: 0001104659-23-080730 - form_type: 8-K - cik: 0001849475 - company_name: Newcourt Acquisition Corp - filed_at: 2023-07-13T23:59:59+00:00 - event_type: other_material - sentiment: neutral - materiality_score: 0.5 - calibrated_materiality_score: 0.5 - confidence: high - sec_items: 1.01, 2.03, 5.03, 5.07, 9.01 - EDGAR index: https://www.sec.gov/Archives/edgar/data/1849475/000110465923080730/0001104659-23-080730-index.htm - EDGAR primary document: https://www.sec.gov/Archives/edgar/data/1849475/000110465923080730/tm2321254d1_8k.htm ## Machine-readable alternates - HTML: https://secwatch.observer/filing/0001104659-23-080730 - JSON: https://secwatch.observer/filing/0001104659-23-080730.json - Plain text: https://secwatch.observer/filing/0001104659-23-080730.txt ## Key facts - Debt Financings Newcourt Acquisition Corp incurred loan of up to $750,000 with Newcourt SPAC Sponsor LLC at bears no interest maturing on the date on which the Company consummates an initial business combination. - Instrument: loan - Principal: up to $750,000 - Counterparty: Newcourt SPAC Sponsor LLC - Rate: bears no interest - Maturity: on the date on which the Company consummates an initial business combination - Event: incurrence source text: 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”). evidence_url: https://www.sec.gov/Archives/edgar/data/1849475/000110465923080730/0001104659-23-080730-index.htm - Governance Changes Newcourt Acquisition Corp: Approved amendments to the Amended and Restated Memorandum and Articles of Association to extend the business combination deadline from July 22, 2023 to January 22, 2024 and to eliminate the redemption limitation requiring net tangible assets to be at least $5,000,001 (effective 2023-07-22). - Change: charter amendment - Effective: 2023-07-22 source text: 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. evidence_url: https://www.sec.gov/Archives/edgar/data/1849475/000110465923080730/0001104659-23-080730-index.htm - Material Agreements Newcourt Acquisition Corp amended Trust Agreement Amendment with Continental Stock Transfer & Trust Company (effective 2023-07-11). - Action: amendment - Counterparty: Continental Stock Transfer & Trust Company - Effective: 2023-07-11 source text: 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”). evidence_url: https://www.sec.gov/Archives/edgar/data/1849475/000110465923080730/0001104659-23-080730-index.htm - Shareholder Votes Newcourt Acquisition Corp shareholders approved Extension Amendment at the 2023-07-11 meeting. - Proposal: charter amendment - Outcome: passed - Meeting: 2023-07-11 source text: 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 evidence_url: https://www.sec.gov/Archives/edgar/data/1849475/000110465923080730/0001104659-23-080730-index.htm - Shareholder Votes Newcourt Acquisition Corp shareholders approved Trust Agreement Amendment at the 2023-07-11 meeting. - Outcome: passed - Meeting: 2023-07-11 source text: 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 evidence_url: https://www.sec.gov/Archives/edgar/data/1849475/000110465923080730/0001104659-23-080730-index.htm - Shareholder Votes Newcourt Acquisition Corp shareholders approved Redemption Limitation Amendment at the 2023-07-11 meeting. - Proposal: charter amendment - Outcome: passed - Meeting: 2023-07-11 source text: 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 evidence_url: https://www.sec.gov/Archives/edgar/data/1849475/000110465923080730/0001104659-23-080730-index.htm This AI-assisted summary is a reading aid. Review the linked SEC EDGAR filing before relying on any specific claim.