Item 2.03 Creation of a Direct Financial Obligation or an Obligation under an


           Off-Balance Sheet Arrangement of a Registrant

On January 17, 2023, Newcourt Acquisition Corp, a Cayman Islands exempted company (the "Company"), issued an unsecured promissory note (the "Note"), in the amount of up to $1,000,000 to Newcourt SPAC Sponsor LLC, a Delaware limited liability company (the "Sponsor"). The proceeds of the Note may be drawn down from time to time prior to the Maturity Date (as defined below) upon request by the Company.

The Note bears no interest and the principal balance is payable on the date of the consummation of the Company's initial business combination (the "Maturity Date"). At the Maturity Date, by providing written notice to the Company, the Sponsor may elect to convert any portion or all of the amount outstanding under the Note, up to a maximum of $1,000,000, into securities of the Company. The Note is subject to customary events of default, the occurrence of certain of which automatically triggers the unpaid principal balance of the Note and all other sums payable with regard to the Note becoming immediately due and payable.

The issuance of the Note was made pursuant to the exemption from registration contained in Section 4(a)(2) of the Securities Act of 1933, as amended.

The foregoing description of the Note is qualified in its entirety by reference to the full text of the Note, a copy of which is filed as Exhibit 10.1 to this Current Report on Form 8-K and incorporated herein by reference.




 Item 8.01 Other Events.

On January 19, 2023, the Company notified the trustee of the Company's trust account (the "Trust Account") that it was extending the time available to the Company to consummate its initial business combination from January 22, 2023 to April 22, 2023 (the "Extension"). The Extension provides the Company with additional time to complete its initial business combination.

On January 19, 2023, the Company deposited $247,500 of such funds into the Trust Account, which amount will be included in the pro rata amount distributed to (i) all of the holders of the Company's Class A ordinary shares sold in the Company's initial public offering ("Public Shares") upon the Company's liquidation or (ii) holders of Public Shares who elect to have their shares redeemed in connection with the consummation of the Company's initial business combination.

Item 9.01 Financial Statements and Exhibits.






 (d) Exhibits




Exhibit No. Description

10.1 Promissory Note, dated January 17, 2023, issued by Newcourt

Acquisition Corp to Newcourt SPAC Sponsor, LLC

104 Cover Page Interactive Data File (embedded within the Inline XBRL


            document)

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