NCAC SEC filings, in plain English
Everything Newcourt Acquisition Corp has filed with the SEC that we hold — 40 filings, newest first, 2 with a plain-English summary of what changed and why it matters. Every row links to the primary document on EDGAR, so you can check the source rather than trust us.
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What changed: Newcourt Acquisition Corp called an extraordinary general meeting for January 22, 2024 at 1:00 p.m. Eastern time for the sole purpose of extending the combination deadline by one month, from January 22, 2024 to February 22, 2024, which is 28 months after the IPO closing, with a matching amendment to the October 19, 2021 Trust Agreement already amended January 6, 2023 and July 11, 2023. The extension is sought to complete the Amended and Restated Business Combination Agreement dated August 31, 2023 with Psyence Group Inc. and Psyence Biomedical Ltd. Record date is January 11, 2024. Why it matters: A one-month extension voted at a meeting held on the very day the deadline expires is a deal closing on fumes — there is no runway left if anything slips. The notice discloses no extension deposit, so holders who stay finance the delay without compensation. Redemption pays the trust balance including interest, less taxes payable and a reserve for dissolution expenses, and with the Psyence agreement already restated once, that certainty is worth more than another month of hope.
What changed vs 2023-06-23deadline 2024-01-22 → 2024-02-22combination deadline, sponsor loans outstanding1 moved · 1 with no prior record of ours
- Combination deadline
- 2024-01-222024-02-22
- Sponsor loans outstanding
- not previously extracted$1.0M
SpacBrain reads this as 31 days later than the previous record.
The clause …“must consummate an initial business combination from January 22, 2024 to February 22, 2024 (which extension and later date we refer to as the “Extension” and the “Extended Date,” respectively) by amending the Company’s Amended and”…
The clause …“initial business combination at a conversion price of $10.00 per unit. $1,000,000 is outstanding under this loan as of September 30, 2023. On July 13, 2023, the Company issued an unsecured promissory note in the amount of up to”…
Read from stored SEC filing text by a regex — no model is involved — and each side links to the filing it came from. “Not previously extracted” is a statement about our record, not about the company: the clause may be present in wording we do not match.
- What changed vs 2023-08-14sponsor loan $683K → $1.0Mshares 1.50M → 1.11M -26%
sponsor loans outstanding, redeemable shares, trust account +22 moved · 3 with no prior record of ours
- Sponsor loans outstanding
- $683K$1.0M
- Redeemable shares
- 1.50M1.11M
- Trust account
- $257.7M · unchanged
- Combination deadline
- 2024-01-22 · unchanged
- Going-concern doubt
- stated · unchanged
SpacBrain reads this as the sponsor has advanced $317,230 more.
The clause …“the Initial Business Combination at a conversion price of $ 10.00 per unit. $ 1,000,000 is outstanding under this loan and shown under Advances from Sponsor as of September 30, 2023. 14 Table of Contents On July 13, 2023, the Company”…
SpacBrain reads this as 389,511 shares are no longer redeemable.
The clause “0,000,000 shares authorized; 1,140,000 shares issued and outstanding (excluding 1,113,021 and 25,000,000 shares subject to possible redemption at September 30, 2023 and December 31, 2022) 114 114 Class B ordinary shares; $ 0.0001 par”…
The clause …“2022 (Level 1) (Level 2) (Level 3) Assets: Money Market Fund held in Trust Account $ 257,725,405 $ 257,725,405 — — Liabilities: Warrant Liability - Public Warrants $ 625,000 $ 625,000 — — Warrant”…
The clause “0 of deferred underwriting fee payable is contingent upon the consummation of a Business Combination by January 22, 2024, 27 months from the closing of the IPO, subject to the terms of the underwriting agreement. Following the closing of”…
The clause “14-15, “Disclosures of Uncertainties about an Entity’s Ability to Continue as a Going Concern,” management has determined that the mandatory liquidation and subsequent dissolution described in the financial statements, should the Company”…
Read from stored SEC filing text by a regex — no model is involved — and each side links to the filing it came from. “Not previously extracted” is a statement about our record, not about the company: the clause may be present in wording we do not match.
What changed: Newcourt Acquisition Corp issued definitive merger materials dated November 15, 2023 for an extraordinary general meeting on November 30, 2023 at 1:00 p.m. Eastern time at the offices of McDermott Will & Emery LLP in New York, with a live webcast alternative. Under the Amended and Restated Business Combination Agreement dated July 31, 2023, which supersedes the agreement of January 9, 2023, Psyence Group Inc. contributes Psyence to Psyence Biomedical Ltd., then Merger Sub merges into NCAC, and each outstanding NCAC ordinary share converts into one Pubco Common Share. Why it matters: The listing is not assured and the filing says so plainly: Pubco intends to apply to Nasdaq, cannot assure holders it will be approved, and if it fails the initial listing requirements the related closing condition may be waived by the parties so the combination completes anyway. The document states outright that a holder will lack certainty about Pubco's listing when deciding how to vote and whether to redeem. The exchange is one-for-one, so an NCAC holder who stays in is not diluted by the ratio itself — the exposure is to what the resulting security turns out to be.
pipe, outside datenothing moved · 2 with no prior record of ours
- PIPE
- not previously extracted$20.0M
- Outside date
- not previously extracted2024-01-22
The clause …“prior to its expiration. Each scenario below assumes that the parties secure $20 million of PIPE financing in order to ensure that there is sufficient funding to meet the $20 million Minimum Cash Condition. At this time, the parties do”…
SpacBrain reads this as the agreement may be terminated from 2024-01-22.
The clause …“contemplated by this Agreement shall not have occurred on or before January 22, 2024 (the “ Outside Date ”); provided , however , that the right to terminate this Agreement under this Section 11.1(c) shall not be available to”…
Read from stored SEC filing text by a regex — no model is involved — and each side links to the filing it came from. “Not previously extracted” is a statement about our record, not about the company: the clause may be present in wording we do not match.
In plain English
Redemption deadlinethe last day to hand shares back for cash
Set by the filing that calls the meeting. Tender after it and the company is under no obligation to pay you the trust value.
Cash in trust / trust per sharethe cash the company is holding for each public share
Filed quarterly in the 10-Q's XBRL. It earns interest between filings, so the figure on a given day is slightly higher than the last filed one — where we show that we label it an estimate.
Accession numberthe SEC's unique id for one filing
Every figure on this page carries the accession of the filing that states it, so you can open the primary document rather than trust us.