SEC FORM 4

SEC Form 4

FORM 4

UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP

Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934
or Section 30(h) of the Investment Company Act of 1940

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Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).

1. Name and Address of Reporting Person^*

Newcourt SPAC Sponsor LLC

(Last)

(First)

(Middle)

C/O NEWCOURT ACQUISITION CORP

2201 BROADWAY, SUITE 705

(Street)

OAKLAND

94612

(City)

(State)

(Zip)

2. Issuer Name and Ticker or Trading Symbol
Newcourt Acquisition Corp [ NCAC ]

5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)

Director	X	10% Owner
Officer (give title below)		Other (specify below)

3. Date of Earliest Transaction (Month/Day/Year)
10/22/2021

4. If Amendment, Date of Original Filed (Month/Day/Year)

6. Individual or Joint/Group Filing (Check Applicable Line)

X	Form filed by One Reporting Person
	Form filed by More than One Reporting Person

Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	3. Transaction Code (Instr. 8)		4. Securities Acquired (A) or Disposed Of (D) (Instr. 3, 4 and 5)			5. Amount of Securities Beneficially Owned Following Reported Transaction(s) (Instr. 3 and 4)	6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	Code	V	Amount	(A) or (D)	Price		6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
Class A Ordinary Shares, par value $0.0001⁽¹⁾	10/22/2021	10/22/2021	P		920,000⁽¹⁾	A	⁽¹⁾	920,000	D

Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security (Instr. 3)	2. Conversion or Exercise Price of Derivative Security	3. Transaction Date (Month/Day/Year)	3A. Deemed Execution Date, if any (Month/Day/Year)	4. Transaction Code (Instr. 8)		5. Number of Derivative Securities Acquired (A) or Disposed of (D) (Instr. 3, 4 and 5)		6. Date Exercisable and Expiration Date (Month/Day/Year)		7. Title and Amount of Securities Underlying Derivative Security (Instr. 3 and 4)		8. Price of Derivative Security (Instr. 5)	9. Number of derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr. 4)	10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)
1. Title of Derivative Security (Instr. 3)	2. Conversion or Exercise Price of Derivative Security	3. Transaction Date (Month/Day/Year)	3A. Deemed Execution Date, if any (Month/Day/Year)	Code	V	(A)	(D)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares	8. Price of Derivative Security (Instr. 5)		10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)
Class B Ordinary Shares, par value $0.0001	⁽²⁾	10/22/2021	⁽²⁾	J⁽³⁾			76,500	⁽²⁾	⁽²⁾	Class A Ordinary Shares	76,500	$0.00	6,535,000	D

Explanation of Responses:

1. The Reporting Person purchased 920,000 units of Newcourt Acquisition Corp (the "Issuer") in a private placement that closed simultaneously with the Issuer's initial public offering for an aggregate purchase price of $9,200,000. Each unit consists of one of the Issuer's Class A ordinary shares, par value $0.0001, and one-half of one redeemable warrant, as described under the heading "Description of Securities - Placement Units" in the Issuer's registration statements on Form S-1 (Nos. 333-254328 and 333-260371), as amended (the "Registration Statement").

2. As described in the Registration Statement under the heading "Description of Securities - Founder Shares", the Class B Ordinary Shares will automatically convert into shares of Class A Ordinary Shares at the time of the Issuer's initial business combination on a one-for-one basis subject to certain adjustments and have no expiration date.

3. As described in the Registration Statement, there were 841,500 Class B ordinary shares, par value $0.0001 per share, subject to forfeiture to the extent that the underwriters did not fully or partially exercise their over-allotment option in the Issuer's initial public offering of its securities. The underwriters only partially exercised their over-allotment option, resulting in the Reporting Person forfeiting 76,500 shares.

	Newcourt SPAC Sponsor LLC By: Tabula Rasa Ltd, Manager By: Fiducia Trustees, Ltd., Sole Corporate Director /s/ Carl Linde	10/26/2021
	** Signature of Reporting Person	Date
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
* If the form is filed by more than one reporting person, see Instruction 4 (b)(v).
** Intentional misstatements or omissions of facts constitute Federal Criminal Violations See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a).
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