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                             September 27, 2021

       Marc Balkin
       Chief Executive Officer
       Newcourt Acquisition Corp
       2201 Broadway Suite 705
       Oakland, CA 94612

                                                        Re: Newcourt
Acquisition Corp
                                                            Amendment Nos. 4
and 5 to Registration Statement on Form S-1
                                                            Filed September 14,
2021
                                                            Filed September 20,
2021
                                                            File No. 333-254328

       Dear Mr. Balkin:

             We have reviewed your amended registration statements and have the
following
       comments. In some of our comments, we may ask you to provide us with
information so we
       may better understand your disclosure.

              Please respond to this letter by amending your registration
statements and providing the
       requested information. If you do not believe our comments apply to your
facts and
       circumstances or do not believe an amendment is appropriate, please tell
us why in your
       response.

              After reviewing any amendment to your registration statements and
the information you
       provide in response to these comments, we may have additional comments.

       Amendment No. 4 to Registration Statement on Form S-1

       General

   1.                                                   We note the disclosure
on pages 19-20 regarding the expressions of interest to purchase
                                                        up to 7.5% of the units
to be sold in this offering. We also note that they may purchase
                                                        more than this amount.
If there is a maximum amount that may be purchased, please
                                                        clearly disclose. If
not, clearly disclose and disclose the impact such purchases may have
                                                        upon liquidity.
 Marc Balkin
Newcourt Acquisition Corp
September 27, 2021
Page 2
Amendment No. 5 to Registration Statement on Form S-1

Exhibits
Exhibit 5.1, page 1

2.     Please have counsel revise the legality opinion to reconcile the number
of units being
       registered and the fractional warrant that is included in the unit with
the most recently
       amended registration statement.
       You may contact Jeffrey Lewis at 202-551-6216 or Jennifer Monick at
202-551-3295 if
you have questions regarding comments on the financial statements and related
matters. Please
contact Stacie Gorman at 202-551-3585 or Pam Howell at 202-551-3357 with any
other
questions.



                                                              Sincerely,
FirstName LastNameMarc Balkin
                                                              Division of
Corporation Finance
Comapany NameNewcourt Acquisition Corp
                                                              Office of Real
Estate & Construction
September 27, 2021 Page 2
cc:       Ari Edelman
FirstName LastName