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United States

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

 

Form 8-K

 

Current Report

 

Pursuant to Section 13 or Section 15(d) of the Securities Exchange Act of 1934

 

Date of Report (Date of earliest event reported): October 13, 2023 (October 9, 2023)

 

Newcourt Acquisition Corp

(Exact name of registrant as specified in its charter)

 

Cayman Islands   001-40929   N/A
(State or other jurisdiction of
incorporation) 		  (Commission File Number)   (I.R.S. Employer
Identification No.)

 

2201 Broadway, Suite 705
Oakland, CA 		  94612
(Address of principal executive offices)   (Zip Code)

 

Registrant’s telephone number, including area code: (657) 271-4617

 

Not Applicable

(Former name or former address, if changed since last report)

 

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

 

¨ Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

 

¨ Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

 

¨ Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

 

¨ Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

 

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, par value $0.0001 per share, and one-half of 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 is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).

 

Emerging growth company x

 

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. ¨

 

 

 

 

 

  

Item 3.01 Notice of Delisting or Failure to Satisfy a Continued Listing Rule or Standard; Transfer of Listing.

 

On October 9, 2023, Newcourt Acquisition Corp (the “Company”) received a written notice (the “Notice”) from the Listing Qualifications Department of The Nasdaq Stock Market (“Nasdaq”) indicating that, based on the number of beneficial holders and holders of record of the Company’s ordinary shares (the “Total Holders”), the Company no longer meets Listing Rule 5450(a)(2), which requires listed companies to maintain a minimum of 400 Total Holders. Nasdaq Listing Rule 5810(c)(2)(C) provides the Company with a period of 45 calendar days, or until November 24, 2023 (the “Compliance Date”), to submit a plan to regain compliance. Pursuant to Nasdaq Listing Rule 5810(c)(2)(B)(i), if Nasdaq accepts the Company’s compliance plan, then Nasdaq may grant an extension of up to 180 calendar days from the date of the Notice for compliance with the Total Holders requirement. If Nasdaq does not accept the Company’s compliance plan, then the Company will have the opportunity to appeal the decision in front of a Nasdaq Hearings Panel.

 

The Notice has no immediate effect on the listing of the Company’s securities on Nasdaq. The Company intends to submit its compliance plan by the Compliance Date, and to actively monitor its Total Holders between now and the Compliance Date and may, if appropriate, evaluate appropriate options, including applying for a transfer to The Nasdaq Capital Market to resolve the deficiency and regain compliance with the requirements. While the Company is exercising diligent efforts to maintain the listing of its securities on Nasdaq, there can be no assurance that it will be able to regain or maintain compliance with Nasdaq’s listing standards by the Compliance Date.

 

 

 

 

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.

 

Dated: October 13, 2023

 

  NEWCOURT ACQUISITION CORP
   
  By: /s/ Marc Balkin
  Name: Marc Balkin
  Title: Chief Executive Officer

 

 

v3.23.3
Cover
Oct. 09, 2023
Document Information [Line Items]  
Document Type 8-K
Amendment Flag false
Document Period End Date Oct. 09, 2023
Entity File Number 001-40929
Entity Registrant Name Newcourt Acquisition Corp
Entity Central Index Key 0001849475
Entity Tax Identification Number 00-0000000
Entity Incorporation, State or Country Code E9
Entity Address, Address Line One 2201 Broadway
Entity Address, Address Line Two Suite 705
Entity Address, City or Town Oakland
Entity Address, State or Province CA
Entity Address, Postal Zip Code 94612
City Area Code 657
Local Phone Number 271-4617
Written Communications false
Soliciting Material false
Pre-commencement Tender Offer false
Pre-commencement Issuer Tender Offer false
Entity Emerging Growth Company true
Elected Not To Use the Extended Transition Period false
Units, each consisting of one Class A ordinary share, par value $0.0001 per share, and one-half of one Redeemable Warrant  
Document Information [Line Items]  
Title of 12(b) Security Units, each consisting of one Class A ordinary share, par value $0.0001 per share, and one-half of one Redeemable Warrant
Trading Symbol NCACU
Security Exchange Name NASDAQ
Class A ordinary shares, par value $0.0001 per share, included as part of the units  
Document Information [Line Items]  
Title of 12(b) Security Class A ordinary shares, par value $0.0001 per share, included as part of the Units
Trading Symbol NCAC
Security Exchange Name NASDAQ
Redeemable warrants, each exercisable for one Class A ordinary share for $11.50 per share, included as part of the units  
Document Information [Line Items]  
Title of 12(b) Security Redeemable Warrants, each exercisable for one Class A ordinary share for $11.50 per share, included as part of the Units
Trading Symbol NCACW
Security Exchange Name NASDAQ
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