Newcourt Acquisition Form 4 Newcourt Acquisition / Marc Gregory Balkin ownership change

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^*

Balkin Marc Gregory

(Last) (First) (Middle)

C/O NEWCOURT ACQUISITION CORP

2201 BROADWAY, SUITE 705

(Street)

OAKLAND CA 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)

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

3. Date of Earliest Transaction (Month/Day/Year)
01/10/2024

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)
			Code	V	Amount	(A) or (D)	Price
Class A Ordinary Shares, par value $0.0001	01/10/2024		J(1)		7,455,000	A	(2)	7,455,000	I	See Footnote(3)

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)
				Code	V	(A)	(D)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares
Private Warrants	$11.5	01/10/2024		J(1)		460,000(4)		(4)	01/22/2029	Ordinary Shares	460,000	(4)	460,000	I	See Footnote(3)

Explanation of Responses:

1. On January 10, 2024, Mr. Balkin was appointed as managing member of Newcourt SPAC Sponsor LLC (the "Sponsor").

2. Represents (i) 6,535,000 Class B ordinary shares of the issuer that were acquired by the Sponsor pursuant to a subscription agreement by and between the Sponsor and the issuer prior to the issuer's initial public offering, and (ii) 920,000 Class A ordinary shares of the issuer purchased by the Sponsor in a private placement that closed simultaneously with the issuer's initial public offering. On October 20, 2023, the Sponsor elected to convert its Class B ordinary shares into Class A ordinary shares on a one-for-one basis. As a result, 6,535,000 of the Company's Class B ordinary shares were cancelled and 6,535,000 Class A Shares were issued to the Sponsor.

3. Mr. Balkin is sole managing member of the Sponsor and may be deemed to hold beneficial ownership of the securities held directly by the Sponsor.

4. These private placement warrants were acquired by the Sponsor in a private placement that closed simultaneously with the issuer's initial public offering. The warrants may be exercised commencing 30 days after the consummation of the Business Combination.

Remarks:

Mr. Balkin disclaims any beneficial ownership of the securities reported herein other than to the extent of any pecuniary interest he may have therein, directly or indirectly. The inclusion of the securities in this report shall not be deemed an admission of beneficial ownership of all of the reported securities for purposes of Section 16 or for any other purpose or that any of the transactions reported herein are subject to Section 16.

	/s/ Marc Balkin	01/16/2024
	** Signature of Reporting Person	Date
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
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