Newcourt Acquisition Corp filed SEC Form 8-K: Entry into a Material Definitive Agreement, Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year, Submission of Matters to a Vote of Security Holders, Financial Statements and Exhibits
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Item 1.01 Entry into a Material Definitive Agreement.
On January 22, 2024, Newcourt Acquisition Corp (the “Company”) held an extraordinary general meeting of shareholders (the “Extension Meeting”) for the purpose of considering and voting on the Extension Amendment and the Trust Agreement Amendment (each as defined below) and, if presented, the proposal to adjourn the Extension Meeting to a later date.
At the Extension Meeting, the shareholders of the Company approved the amendment to the Company’s investment management trust agreement, dated as of October 19, 2021, as amended, by and between the Company and Continental Stock Transfer & Trust Company (the “Trust Agreement Amendment”) to extend the date by which the Company must consummate an initial business combination for one (1) month, from January 22, 2024 to February 22, 2024.
The foregoing description of the Trust Agreement Amendment is a summary only and is qualified in its entirety by reference to the full text of the Trust Agreement Amendment, a copy of which is attached as Exhibit 10.1 hereto and is incorporated by reference herein.
Item 5.03 Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year
At the Extension Meeting, the shareholders of the Company also approved an amendment (the “Extension Amendment”) to the Company’s Amended and Restated Memorandum and Articles of Association, as amended, to extend the date by which the Company must consummate an initial business combination for one (1) month, from January 22, 2024 to February 22, 2024.
Under Cayman Islands law, the Extension Amendment took effect upon approval by the shareholders. The Company plans to file the amendment to the Charter with the Cayman Islands General Registry within 15 days of the Extension Meeting.
The foregoing description is qualified in its entirety by reference to the Extension Amendment, a copy of which is attached as Exhibit 3.1 hereto and is incorporated by reference herein.
Item 5.07 Submission of Matters to a Vote of Security Holders.
On January 22, 2024, the Company held the Extension Meeting for the purposes of considering and voting upon the Extension Amendment, the Trust Agreement Amendment and, if presented, the proposal to adjourn the Extension Meeting to a later date. As of the record date of January 11, 2024, there were a total of 8,788,021 ordinary shares, including 8,788,021 Class A ordinary shares and 0 Class B ordinary shares, issued and outstanding and entitled to vote at the Extension Meeting. There were 7,642,000 ordinary shares present at the Extension Meeting in person or represented by proxy, or approximately 87% of the total shares issued and outstanding and entitled to vote at the Extension Meeting, representing a quorum.
The Extension Amendment was approved by a special resolution of the Company’s shareholders, and received the following votes:
| For | Against | Abstain | ||
| 7,642,000 | 0 | 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 | ||
| 7,642,000 | 0 | 0 |
The adjournment proposal was not presented to the shareholders because there were sufficient votes to approve the Extension Amendment and the Trust Agreement Amendment.
In connection with the Extension Meeting, shareholders holding 63,635 public shares exercised their right to redeem their shares for a pro rata portion of the funds in the Company’s Trust Account. As a result, approximately $735,000 (approximately $11.56 per public share redeemed in connection with the Extension Meeting) will be removed from the Trust Account to pay such holders.
As previously announced, in connection with the extraordinary general meeting of shareholders held in connection with the proposed business combination with Psyence Biomed II Corp., the Company’s public shareholders holding 929,727 public shares validly elected to redeem their shares for a pro rata portion of the funds in the Company’s Trust Account. As a result, approximately $10.74 million (approximately $11.56 per public share redeemed in connection with the Extension Meeting) will be removed from the Trust Account to pay such holders.
Following such redemptions, the Company will have 119,659 public shares outstanding and approximately $1.38 million will remain in the Trust Account.
Item 9.01 Financial Statements and Exhibits.
(d) Exhibits
The following exhibits are being filed herewith:
| Exhibit No. | Description | |
| 3.1 | Amendment to Amended and Restated Memorandum and Articles of Association of the Company | |
| 10.1 | Amendment to the Investment Management Trust Agreement, dated January 22, 2024 | |
| 104 | Cover Page Interactive Data File (embedded within the Inline XBRL document) |
SIGNATURE
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
| NEWCOURT ACQUISITION CORP | ||
| By: | /s/ Marc Balkin | |
| Name: Marc Balkin | ||
| Title: Chief Executive Officer | ||
Dated: January 24, 2024