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. 001-40929

NEWCOURT ACQUISITION CORP

(Exact name of registrant as specified in its charter)

Cayman Islands

N/A

(State or other jurisdiction of

incorporation or organization)

(I.R.S. Employer

Identification No.)

2201 Broadway
Suite 705
Oakland, CA 94612

(Address of Principal Executive Offices, including zip code)

(510) 214-3750

(Registrant’s telephone number, including area code)

N/A

(Former name, former address and former fiscal year, if changed since last report)

Securities registered pursuant to Section 12(b) of the Act:

Title of each class	Trading Symbol(s)	Name of each exchange on which registered
Units, consisting of one Class A ordinary share, par value $0.0001 per share, and one redeemable warrant	NCACU	The Nasdaq Stock Market LLC
Class A ordinary shares, par value $0.0001 per share, included as part of the units	NCAC	The Nasdaq Stock Market LLC
Redeemable warrants, each exercisable for one Class A ordinary share for $11.50 per share, included as part of the units	NCACW	The Nasdaq Stock Market LLC

Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. Yes ☒ No ☐

Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit such files). Yes ☒ No ☐

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company, or an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company,” and “emerging growth company” in Rule 12b-2 of the Exchange Act.

	☐ Large accelerated filer	☐Accelerated filer
	☒ Non-accelerated filer	☒ Smaller reporting company
		☒ Emerging growth company

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act): Yes ☒ No ☐

As of May 16, 2022 there were 26,140,000 shares of Class A ordinary share, par value $0.0001 and 6,535,000 shares of Class B ordinary share, par value $0.0001 per share issued and outstanding.


		Page
PART 1 – FINANCIAL INFORMATION

Item 1.	Interim Financial Statements

	Condensed Balance Sheets as of March 31, 2022 Unaudited and December 31, 2021	1

	Unaudited Condensed Statements of Operations for the three months ended March 31, 2022, and for the period February 25, 2021 (inception) through March 31, 2021	2

	Unaudited Condensed Statements of Changes in Shareholders’ Deficit for the three months ended March 31, 2022, and for the period February 25,2021 (inception) through March 31, 2021	3

	Unaudited Condensed Statements of Cash Flows for the three months ended March 31, 2022, and for the period February 25, 2021 (inception) through March 31, 2021	4

	Notes to Unaudited Condensed Financial Statements	5

Item 2.	Management’s Discussion and Analysis of Financial Condition and Results of Operations	19

Item 3.	Quantitative and Qualitative Disclosures about Market Risk	23

Item 4.	Controls and Procedures	23

PART II – OTHER INFORMATION

Item 1.	Legal Proceedings	23

Item 1A.	Risk Factors	23

Item 2.	Unregistered Sales of Equity Securities and Use of Proceeds	24

Item 3.	Defaults Upon Senior Securities	24

Item 4.	Mine Safety Disclosures	24

Item 5.	Other Information	24

Item 6.	Exhibits	25

SIGNATURES		26


	March 31, 2022		December 31, 2021
	(Unaudited)
ASSETS
CURRENT ASSETS
Cash	$	431,905	$	648,282
Prepaid expenses		365,291		324,938
Total current assets		797,196		973,220
Prepaid expenses-non current		171,742		248,649
Investments held in Trust Account		255,008,713		255,002,424
TOTAL ASSETS	$	255,977,651	$	256,224,293

LIABILITIES , REDEEMABLE ORDINARY SHARES AND SHAREHOLDERS’ DEFICIT

CURRENT LIABILITIES
Accounts payable and accrued expenses	$	142,674	$	68,702
Total current liabilities		142,674		68,702
Derivative warrant liabilities		3,136,800		6,410,000
Deferred underwriting fee payable		13,100,000		13,100,000
Total liabilities		16,379,475		19,578,702
COMMITMENTS AND CONTINGENCIES (Note 6)
REDEEMABLE ORDINARY SHARES
Class A ordinary shares subject to possible redemption, $0.0001 par value, 25,000,000 shares at redemption value of $10.20 per share at March 31, 2022 and December 31, 2021		255,000,000		255,000,000
SHAREHOLDERS’ DEFICIT
Preference shares, $0.0001 par value; 1,000,000 shares authorized; none issued and outstanding at March 31, 2022 and December 31, 2021		—		—
Class A ordinary shares; $0.0001 par value; 100,000,000 shares authorized; 1,140,000 shares issued and outstanding (excluding 25,000,000 shares subject to possible redemption at March 31, 2022 and December 31, 2021)		114		114
Class B ordinary shares; $0.0001 par value; 10,000,000 shares authorized; 6,535,000 shares issued and outstanding at March 31, 2022 and December 31, 2021		654		654
Additional paid-in capital		—		—
Accumulated deficit		(15,402,591)		(18,355,177)
TOTAL SHAREHOLDERS’ DEFICIT		(15,401,823)		(18,354,409)
TOTAL LIABILITIES , REDEEMABLE ORDINARY SHARES AND SHAREHOLDERS’ DEFICIT	$	255,977,651	$	256,224,293


				For the period
				February 25, 2021
	For the three			(inception)
	months ended			through
	March 31,			March 31,
	2022			2021
OPERATING EXPENSES
General and administrative	$	326,902	$	6,827
Total operating expenses		326,902		6,827
OTHER INCOME
Unrealized gain on investments held in Trust Account		6,288		—
Change in fair value of warrants liabilities		3,273,200		—
Total other income		3,279,488		—

NET INCOME (LOSS)	$	2,952,586	$	(6,827)

Weighted average shares outstanding of Class A ordinary shares		22,000,000		—
Basic and diluted net income per share, Class A	$	0.10	$	—
Weighted average shares outstanding of Class B ordinary shares (1)		6,535,000		5,162,500
Basic and diluted net income (loss) per share, Class B	$	0.10	$	(0.00)


	Ordinary shares						Additional				Total
	Class A			Class B			paid-in		Accumulated		Shareholders’
	Shares	Amount		Shares	Amount		capital		deficit		deficit
Balance, December 31, 2021	1,140,000	$	114	6,535,000	$	654	$	—	$	(18,355,177)	$	(18,354,409)

Net income	—		—	—		—		—		2,952,586		2,952,586

Balance, March 31, 2022	1,140,000	$	114	6,535,000	$	654	$	—	$	(15,402,591)	$	(15,401,823)


			For the period
			25-Feb-21
	For The three		(inception)
	months ended		through
	March 31, 2022		March 31, 2021
CASH FLOWS FROM OPERATING ACTIVITIES
Net income (loss)	$	2,952,586	$	(6,827)
Adjustments to reconcile net income (loss) to net cash used in operating activities:
Unrealized gain on investments held in Trust Account		(6,288)		—
Change in fair value of warrants liabilities		(3,273,200)		—
Changes in operating assets and liabilities:
Prepaid expenses and other		36,554		—
Due to related party		20,000		6,827
Accounts payable and accrued expenses		53,971		—
Net cash used in operating activities		(216,377)		—

NET CHANGE IN CASH		(216,377)		—
CASH, BEGINNING OF PERIOD		648,282		—
CASH, END OF PERIOD	$	431,905	$	—
Supplemental disclosure of noncash activities:
Deferred offering costs included in accrued offering costs	$	—	$	48,117
Payment of deferred offering costs by the Sponsor in exchange for the issuance of Class B ordinary shares	$	—	$	25,000
Deferred offering costs paid through the promissory note – related party	$	—	$	30,093


Gross proceeds	$	250,000,000
Less:
Proceeds allocated to Public Warrants		(15,375,000)
Class A ordinary share issuance costs		(16,928,049)
Plus: Accretion of carrying value to redemption value		37,303,049
Class A ordinary share subject to possible redemption	$	255,000,000


	FOR THE THREE MONTHS ENDED MARCH 31, 2022
Basic and diluted net income per share:	Class A Ordinary share		Class B Ordinary share
Numerator:
Allocation of net income	$	2,276,393	$	676,193
Denominator:
Weighted average shares outstanding		22,000,000		6,535,000

Basic and diluted net income per share	$	0.10	$	0.10


	FOR THE PERIOD FEBRUARY 25, 2021
	(INCEPTION) THROUGH MARCH 31, 2021
Basic and diluted net income per share:	Class B Ordinary share
Numerator:
Allocation of net income	$	(6,827)
Denominator:
Weighted average shares outstanding		5,162,500

Basic and diluted net loss per share	$	(0.00)


			Quoted		Significant	Significant
			Prices		Other	Other
			in Active		Observable	Unobservable
	March		Markets		Inputs	Inputs
Description	31, 2022		(Level 1)		(Level 2)	(Level 3)
Assets:
Money Market Fund held in Trust Account	$	255,008,713	$	255,008,713	—		—
Liabilities:
Warrant Liability - Public Warrants	$	3,000,000	$	3,000,000	—		—
Warrant Liability - Private Warrants	$	136,800		—	—	$	136,800

SEC Form 10-Q filed by Newcourt Acquisition Corp