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. 001-40929

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 15, 2022, there were 2,642,532 Class A ordinary shares, par value $0.0001 per share and 6,535,000 Class B ordinary shares, 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, 2023 (Unaudited) and December 31, 2022	1

	Unaudited Condensed Statements of Operations for the three months ended March 31, 2023 and 2022	2

	Unaudited Condensed Statements of Changes in Shareholders’ Deficit for the three months ended March 31, 2023 and 2022	3

	Unaudited Condensed Statements of Cash Flows for the three months ended March 31, 2023 and 2022	4

	Notes to Unaudited Condensed Financial Statements	5

Item 2.	Management’s Discussion and Analysis of Financial Condition and Results of Operations	20

Item 3.	Quantitative and Qualitative Disclosures about Market Risk	24

Item 4.	Controls and Procedures	24

PART II – OTHER INFORMATION

Item 1.	Legal Proceedings	25

Item 1A.	Risk Factors	25

Item 2.	Unregistered Sales of Equity Securities and Use of Proceeds	25

Item 3.	Defaults Upon Senior Securities	25

Item 4.	Mine Safety Disclosures	26

Item 5.	Other Information	26

Item 6.	Exhibits	26

SIGNATURES		27


	March 31, 2023		December 31, 2022
	(Unaudited)
CURRENT ASSETS
Cash	$	15,957	$	128,678
Prepaid expenses		211,743		248,224
Interest income receivable		60,898		828,810
Total current assets		288,598		1,205,712

LONG TERM ASSETS
Investments held in Trust Account		16,115,127		257,725,405
TOTAL ASSETS	$	16,403,725	$	258,931,117

LIABILITIES, REDEEMABLE ORDINARY SHARES AND SHAREHOLDERS’ DEFICIT

CURRENT LIABILITIES
Accounts payable and accrued expenses	$	632,503	$	417,712
Deferred underwriting fee payable		13,100,000		13,100,000
Due to affiliate		70,000		100,000
Loan from Sponsor		685,000		—
Derivative warrant liabilities		392,100		653,500
Total current liabilities		14,879,603		14,271,212

COMMITMENTS AND CONTINGENCIES (Note 6)
REDEEMABLE ORDINARY SHARES
Class A ordinary shares subject to possible redemption, $0.0001 par value, 1,502,532 and 25,000,000 shares at redemption value of $10.77 and $10.34 per share on March 31, 2023 and December 31, 2022		16,176,025		258,554,215
SHAREHOLDERS’ DEFICIT
Preference shares, $0.0001 par value; 1,000,000 shares authorized; none issued and outstanding at March 31, 2023 and December 31, 2022		—		—
Class A ordinary shares; $0.0001 par value; 100,000,000 shares authorized; 1,140,000 shares issued and outstanding (excluding 1,502,532 and 25,000,000 shares subject to possible redemption at March 31, 2023 and December 31, 2022)		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, 2023 and December 31, 2022		654		654
Additional paid-in capital		—		—
Accumulated deficit		(14,652,671)		(13,895,078)
TOTAL SHAREHOLDERS’ DEFICIT		(14,651,903)		(13,894,310)
TOTAL LIABILITIES, REDEEMABLE ORDINARY SHARES AND SHAREHOLDERS’ DEFICIT	$	16,403,725	$	258,931,117


	For the three months ended		For the three months ended
	March 31,		March 31,
	2023		2022
OPERATING EXPENSES
General and administrative	$	771,493	$	326,902
Total operating expenses		771,493		326,902
OTHER INCOME
Interest income on investments held in Trust Account		485,604		6,288
Change in fair value of warrants		261,400		3,273,200
Total other income		747,004		3,279,488

NET INCOME (LOSS)	$	(24,489)	$	2,952,586

Weighted average shares outstanding of Class A ordinary shares		4,896,611		22,000,000
Basic and diluted net income per share, Class A	$	0.15	$	0.10
Weighted average shares outstanding of Class B ordinary shares		6,535,000		6,535,000
Basic and diluted net income (loss) per share, Class B	$	(0.00)	$	0.10


	Ordinary shares						Additional				Total
	Class A			Class B			paid-in		Accumulated		Shareholders’
	Shares	Amount		Shares	Amount		capital		deficit		deficit
Balance, December 31, 2022	1,140,000	$	114	6,535,000	$	654	$	—		(13,895,078)	$	(13,894,310)
Accretion of Class A ordinary shares to redemption value	—		—	—		—		—		(733,104)		(733,104)
Net loss	—		—	—		—		—		(24,489)		(24,489)
Balance, March 31, 2023	1,140,000	$	114	6,535,000	$	654	$	—	$	(14,652,671)	$	(14,651,903)


	For the three		For the three
	months ended		months ended
	March 31, 2023		March 31, 2022
CASH FLOWS FROM OPERATING ACTIVITIES
Net income (loss)	$	(24,489)	$	2,952,586
Adjustments to reconcile net income (loss) to net cash used in operating activities:
Interest income on investments held in Trust Account		(1,253,516)		(6,288)
Change in fair value of warrants		(261,400)		(3,273,200)
Changes in operating assets and liabilities:
Prepaid expenses		36,481		36,554
Interest Receivable		767,912		—
Due to affiliate		(30,000)		20,000
Accounts payable and accrued expenses		214,791		53,971
Net cash flows used in operating activities		(550,221)		(216,377)
CASH FLOWS FROM INVESTING ACTIVITIES
Cash deposited to Trust Account		(247,500)		—
Cash withdrawn from Trust account in connection with Class A ordinary shares redemption		243,111,294		—
Net cash flows provided by investing activities		242,863,794		—
CASH FLOWS FROM FINANCING ACTIVITIES
Redemption of Class A ordinary shares		(243,111,294)		—
Advances from Sponsor		685,000		—
Net cash flows used in financing activities		(242,426,294)		—

NET CHANGE IN CASH		(112,721)		(216,377)
CASH, BEGINNING OF PERIOD		128,678		648,282
CASH, END OF PERIOD	$	15,957	$	431,905
Supplemental disclosure of noncash activities:
Accretion for Class A ordinary shares to redemption value	$	733,104	$	1,253,516


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 as on December 31, 2021		255,000,000
Plus: Accretion of carrying value to redemption value		3,554,215
Class A ordinary share subject to possible redemption as on December 31, 2022	$	258,554,215
Less : Redemption of ordinary shares		(243,111,294)
Plus: Accretion of carrying value to redemption value		733,104
Class A ordinary share subject to possible redemption as on March 31, 2023	$	16,176,025


	For the three months ended March 31, 2023
Basic and diluted net income (loss) per share:	Class A ordinary share		Class B ordinary share
Numerator:
Allocation of net loss before accretion income	$	(10,490)	$	(13,999)
Accretion of Class A ordinary shares to redemption value		733,104		—
Net income (loss) including accretion of Class A Redeemable shares to redemption value	$	722,614	$	(13,999)
Denominator:
Weighted average shares outstanding		4,896,611		6,535,000

Basic and diluted net income (loss) per share	$	0.15	$	(0.00)


	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 before accretion income	$	2,276,393	$	676,193
Accretion of Class A ordinary shares to redemption value		—		—
Net income including accretion of Class A Redeemable shares to redemption value	$	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

SEC Form 10-Q filed by Newcourt Acquisition Corp