SEC Comment Letter 0000000000-23-009761 to Newcourt Acquisition Corp (CIK 0001849475)
Newcourt Acquisition Corp (CIK 0001849475)
Date: Sept. 5, 2023 · CIK: 0001849475 · Accession: 0000000000-23-009761
AI Filing Summary & Sentiment
File numbers found in text: 001-40929
Letter
United States securities and exchange commission logo September 5, 2023 Marc Balkin Chief Executive Officer Newcourt Acquisition Corp 2201 Broadway Suite 705 Oakland , CA Re:Newcourt Acquisition Corp Form 10-K for Fiscal Year Ended December 31, 2022 Filed March 23, 2023 File No. 001-40929 Dear Marc Balkin: We have limited our review of your filing to the financial statements and related disclosures 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 these comments within ten business days by providing the requested information or advise us as soon as possible when you will respond. If you do not believe our comments apply to your facts and circumstances, please tell us why in your response. After reviewing your response to these comments, we may have additional comments. Form 10-K for Fiscal Year Ended December 31, 2022 Ex-31.1 and 31.2 302 Certifications, page 1 1.Please amend your 10-K to provide revised 302 certifications that properly include item 4(b). In doing so, please refile the Form 10-K in its entirety, along with updated certifications that are currently dated and refer to the Form 10-K/A.
FirstName LastNameMarc Balkin Comapany NameNewcourt Acquisition Corp September 5, 2023 Page 2 FirstName LastName Marc Balkin Newcourt Acquisition Corp September 5, 2023 Page 2 Item 9A. Controls and Procedures Management's Report on Internal Controls over Financial Reporting, page 34 2.You did not provide management's assessment regarding internal control over financial reporting despite a statement at page 25 that you are required to evaluate your internal control procedures for the fiscal year ending December 31, 2022 as required by the Sarbanes-Oxley Act. Please amend your 10-K to include a management's assessment regarding internal control over financial reporting as required. Refer to Item 308 of Regulation S-K. Financial Statements Note 2. Summary of Significant Accounting Policies Accounting for Warrants, page F-12 3.You appear to have reported the public and private place warrants as derivative warrant liabilities on the balance sheets; however, you also state here that “The Company concluded that the Public Warrants and Private Placement Warrants issued pursuant to the warrant agreement qualify for equity accounting treatment.” Please revise to reconcile the apparent inconsistency. In closing, we remind you that the company and its management are responsible for the accuracy and adequacy of their disclosures, notwithstanding any review, comments, action or absence of action by the staff. You may contact Li Xiao at (202) 551-4391 or Kevin Vaughn at (202) 551-3494 with any questions. Sincerely, Division of Corporation Finance Office of Life Sciences
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United States securities and exchange commission logo
September 5, 2023
Marc Balkin
Chief Executive Officer
Newcourt Acquisition Corp
2201 Broadway
Suite 705
Oakland , CA
Re:Newcourt Acquisition Corp
Form 10-K for Fiscal Year Ended December 31, 2022
Filed March 23, 2023
File No. 001-40929
Dear Marc Balkin:
We have limited our review of your filing to the financial statements and related
disclosures 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 these comments within ten business days by providing the requested
information or advise us as soon as possible when you will respond. If you do not believe our
comments apply to your facts and circumstances, please tell us why in your response.
After reviewing your response to these comments, we may have additional comments.
Form 10-K for Fiscal Year Ended December 31, 2022
Ex-31.1 and 31.2
302 Certifications, page 1
1.Please amend your 10-K to provide revised 302 certifications that properly include item
4(b). In doing so, please refile the Form 10-K in its entirety, along with updated
certifications that are currently dated and refer to the Form 10-K/A.
FirstName LastNameMarc Balkin
Comapany NameNewcourt Acquisition Corp
September 5, 2023 Page 2
FirstName LastName
Marc Balkin
Newcourt Acquisition Corp
September 5, 2023
Page 2
Item 9A. Controls and Procedures
Management's Report on Internal Controls over Financial Reporting, page 34
2.You did not provide management's assessment regarding internal control over financial
reporting despite a statement at page 25 that you are required to evaluate your internal
control procedures for the fiscal year ending December 31, 2022 as required by the
Sarbanes-Oxley Act. Please amend your 10-K to include a management's assessment
regarding internal control over financial reporting as required. Refer to Item 308 of
Regulation S-K.
Financial Statements
Note 2. Summary of Significant Accounting Policies
Accounting for Warrants, page F-12
3.You appear to have reported the public and private place warrants as derivative warrant
liabilities on the balance sheets; however, you also state here that “The Company
concluded that the Public Warrants and Private Placement Warrants issued pursuant to the
warrant agreement qualify for equity accounting treatment.” Please revise to reconcile the
apparent inconsistency.
In closing, we remind you that the company and its management are responsible for the
accuracy and adequacy of their disclosures, notwithstanding any review, comments, action or
absence of action by the staff.
You may contact Li Xiao at (202) 551-4391 or Kevin Vaughn at (202) 551-3494 with
any questions.
Sincerely,
Division of Corporation Finance
Office of Life Sciences