UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 10-K

(Mark One)

☒ ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(D) OF THE SECURITIES EXCHANGE ACT OF 1934

For the fiscal year ended December 31, 2021

☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(D) OF THE SECURITIES EXCHANGE ACT OF 1934

For the transition period from to

Commission file number: 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 Number)
2201 Broadway, Suite 705 Oakland, CA		94612
(Address of principal executive Offices)		(zip code)

Registrant’s telephone number, including area code: (510) 214-3750

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, each consisting of one Class A ordinary share and one-half of one redeemable warrant	NCACU	The Nasdaq Stock Market LLC
Redeemable Warrants, each whole warrant exercisable for one Class A ordinary share for $11.50 per share	NCACW	The Nasdaq Stock Market LLC
Class A ordinary share, par value $0.0001 per share	NCAC	The Nasdaq Stock Market LLC

Securities registered pursuant to Section 12(g) of the Act: None

Indicate by check mark if the registrant is a well-known seasoned issuer, as defined in Rule 405 of the Securities Act. Yes ☐ No ☒

Indicate by check mark if the registrant is not required to file reports pursuant to Section 13 or Section 15(d) of the Exchange Act. Yes ☐ No ☒

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 and post 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 definition 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 has filed a report on and attestation to its management’s assessment of the effectiveness of its internal control over financial reporting under Section 404(b) of the Sarbanes-Oxley Act (15 U.S.C. 7262(b)) by the registered public accounting firm that prepared or issued its audit report. ☐

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

Auditor PCAOB ID Number: 2468

Auditor Name: Citrin Cooperman & Company, LLP

Auditor Location: New York, New York

The registrant’s shares were not listed on any exchange and had no value as of the last business day of the second fiscal quarter of 2021. The Registrant’s Units began trading on Nasdaq Global Market on October 20, 2021 and the Registrant’s shares of Class A ordinary shares began separate trading on Nasdaq Global Market on December 10, 2021. The aggregate market value of the units outstanding, other than shares held by persons who may be deemed affiliates of the registrant, computed by reference to the closing price for the units on December 31, 2021, as reported on The Nasdaq Capital Market was $258,768,000.

As of March 15, 2022 there were 26,140,000 Class A ordinary shares, par value $0.0001 and 6,535,000 Class B ordinary shares, par value $0.0001 per share issued and outstanding.

		PAGE
PART I		6
Item 1.	Business	6
Item 1A.	Risk Factors	25
Item 1B.	Unresolved Staff Comments	26
Item 2.	Properties	26
Item 3.	Legal Proceedings	26
Item 4.	Mine Safety Disclosures	26
PART II		27
Item 5.	Market for Registrant’s Common Equity, Related Stockholder Matters and Issuer Purchases of Equity Securities	27
Item 6.	Reserved	28
Item 7.	Management’s Discussion and Analysis of Financial Condition and Results of Operations	28
Item 7A.	Quantitative and Qualitative Disclosures About Market Risk	31
Item 8.	Financial Statements and Supplementary Data	31
Item 9.	Changes in and Disagreements with Accountants on Accounting and Financial Disclosure	31
Item 9A.	Controls and Procedure	31
Item 9B.	Other Information	32
Item 9C	Disclosure Regarding Foreign Jurisdictions that Prevent Inspections	32
PART III		33
Item 10.	Directors, Executive Officers and Corporate Governance	33
Item 11.	Executive Compensation	38
Item 12.	Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters	38
Item 13.	Certain Relationships and Related Transactions, and Director Independence	39
Item 14.	Principal Accounting Fees and Services	41
PART IV		42
Item 15.	Exhibits and Financial Statement Schedules	42
Item 16.	Form 10-K Summary	42


Name	Age	Title
Michael Jordaan	53	Chairman of the Board of Directors
Marc Balkin	48	Chief Executive Officer
Daniel Rogers	52	Chief Financial Officer
Simran Aggarwal	49	Director nominee
Rohit Bodas	46	Director nominee
Nicole Farb	43	Director nominee


	Class A Ordinary Shares			Class B Ordinary Shares		Approximate
						Percentage
	Number of			Number of		of
	Shares	Approximate		Shares	Approximate	Outstanding
Name and Address of Beneficial	Beneficially	Percentage		Beneficially	Percentage	Ordinary
Owner (1)	Owned	of Class		Owned	of Class	Shares
Newcourt SPAC Sponsor LLC (2)	7,455,000	28.5	%

SEC Form 10-K filed by Newcourt Acquisition Corp