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 June 30, 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 August 14, 2023, there were 389,511 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.

Table of Contents

NEWCOURT ACQUISITION CORP

Quarterly Report on Form 10-Q

TABLE OF CONTENTS


		Page
PART 1 – FINANCIAL INFORMATION

Item 1.	Interim Financial Statements

	Condensed Balance Sheets as of June 30, 2023 (Unaudited) and December 31, 2022	1

	Unaudited Condensed Statements of Operations for the three and six months ended June 30, 2023 and 2022	2

	Unaudited Condensed Statements of Changes in Shareholders’ Deficit for the three and six months ended June 30, 2023 and 2022	3

	Unaudited Condensed Statements of Cash Flows for the six months ended June 30, 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	21

Item 3.	Quantitative and Qualitative Disclosures about Market Risk	25

Item 4.	Controls and Procedures	25

PART II – OTHER INFORMATION

Item 1.	Legal Proceedings	26

Item 1A.	Risk Factors	26

Item 2.	Unregistered Sales of Equity Securities and Use of Proceeds	26

Item 3.	Defaults Upon Senior Securities	26

Item 4.	Mine Safety Disclosures	27

Item 5.	Other Information	27

Item 6.	Exhibits	27

SIGNATURES		28

Table of Contents

Item 1. Interim Financial Statements

NEWCOURT ACQUISITION CORP

CONDENSED BALANCE SHEETS


	June 30, 2023		December 31, 2022
	(Unaudited)
CURRENT ASSETS
Cash	$	9,802	$	128,678
Prepaid expenses		104,411		248,224
Interest income receivable		67,181		828,810
Total current assets		181,394		1,205,712

LONG TERM ASSETS
Investments held in Trust Account		16,544,189		257,725,405
TOTAL ASSETS	$	16,725,583	$	258,931,117

LIABILITIES, REDEEMABLE ORDINARY SHARES AND SHAREHOLDERS’ DEFICIT

CURRENT LIABILITIES
Accounts payable and accrued expenses	$	725,834	$	417,712
Deferred underwriting fee payable		13,100,000		13,100,000
Due to affiliate		130,000		100,000
Advances from Sponsor		1,177,770		—
Derivative warrant liabilities		130,700		653,500
Total current liabilities		15,264,304		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 $11.06 and $10.34 per share on June 30, 2023 and December 31, 2022		16,611,370		258,554,215
SHAREHOLDERS’ DEFICIT
Preference shares, $0.0001 par value; 1,000,000 shares authorized; none issued and outstanding at June 30, 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 June 30, 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 June 30, 2023 and December 31, 2022		654		654
Additional paid-in capital		—		—
Accumulated deficit		(15,150,859)		(13,895,078)
TOTAL SHAREHOLDERS’ DEFICIT		(15,150,091)		(13,894,310)
TOTAL LIABILITIES, REDEEMABLE ORDINARY SHARES AND SHAREHOLDERS’ DEFICIT	$	16,725,583	$	258,931,117

The accompanying notes are an integral part of these unaudited condensed financial statements.

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NEWCOURT ACQUISITION CORP

CONDENSED STATEMENTS OF OPERATIONS

(UNAUDITED)


	For the Three Months Ended				For the Six Months Ended
	June 30,				June 30,
	2023		2022		2023		2022
OPERATING EXPENSES
General and administrative	$	512,088	$	293,016	$	1,283,581	$	619,918
Total operating expenses		512,088		293,016		1,283,581		619,918
OTHER INCOME
Interest income on investments held in Trust Account		187,845		115,545		673,449		121,833
Change in fair value of warrants		261,400		2,221,900		522,800		5,495,100
Total other income		449,245		2,337,445		1,196,249		5,616,933

NET (LOSS) INCOME	$	(62,843)	$	2,044,429	$	(87,332)	$	4,997,015

Weighted average shares outstanding of Class A ordinary shares		1,502,532		22,000,000		3,190,195		22,000,000
Basic and diluted net (loss) income per share, Class A	$	0.28	$	0.07	$	0.36	$	0.18
Weighted average shares outstanding of Class B ordinary shares		6,535,000		6,535,000		6,535,000		6,535,000
Basic and diluted net (loss) income per share, Class B	$	(0.01)	$	0.07	$	(0.01)	$	0.18

The accompanying notes are an integral part of these unaudited condensed financial statements.

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NEWCOURT ACQUISITION CORP

CONDENSED STATEMENTS OF CHANGES IN SHAREHOLDERS’ DEFICIT

FOR THE THREE AND SIX MONTHS ENDED JUNE 30, 2023 (UNAUDITED)


	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)
Accretion of Class A ordinary shares to redemption value	—		—	—		—		—		(435,345)		(435,345)
Net loss	—		—	—		—		—		(62,843)		(62,843)
Balance, June 30, 2023	1,140,000	$	114	6,535,000	$	654	$	—	$	(15,150,859)	$	(15,150,091)

FOR THE THREE AND SIX MONTHS ENDED JUNE 30, 2022 (UNAUDITED)


	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)
Net income	—		—	—		—		—		2,044,429		2,044,429
Balance, June 30, 2022	1,140,000	$	114	6,535,000	$	654	$	—	$	(13,358,162)	$	(13,357,394)

The accompanying notes are an integral part of these unaudited condensed financial statements.

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NEWCOURT ACQUISITION CORP

CONDENSED STATEMENTS OF CASH FLOWS

(UNAUDITED)


	For the Six Months Ended June 30,
	2023		2022
CASH FLOWS FROM OPERATING ACTIVITIES
Net (loss) income	$	(87,332)	$	4,997,015
Adjustments to reconcile net (loss) income to net cash used in operating activities:
Interest income on investments held in Trust Account		(673,449)		(121,833)
Change in fair value of warrants		(522,800)		(5,495,100)
Changes in operating assets and liabilities:
Prepaid expenses		143,813		133,509
Due to affiliate		30,000		50,000
Accounts payable and accrued expenses		308,122		95,002
Net cash flows used in operating activities		(801,646)		(341,407)
CASH FLOWS FROM INVESTING ACTIVITIES
Deposits to Trust Account		(495,000)		—
Withdrawals from Trust account in connection with Class A ordinary shares redemption		243,111,294		—
Net cash flows provided by investing activities		242,616,294		—
CASH FLOWS FROM FINANCING ACTIVITIES

SEC Form 10-Q filed by Newcourt Acquisition Corp