Correspondence 0001104659-23-102056 from Newcourt Acquisition Corp (CIK 0001849475)
Newcourt Acquisition Corp (CIK 0001849475)
Date: Sept. 19, 2023 · CIK: 0001849475 · Accession: 0001104659-23-102056
AI Filing Summary & Sentiment
Letter
Division of Corporation Finance Office of Life Sciences 100 F Street, NE Washington, D.C. 20549 Attn: Li Xiao and Kevin Vaughn
Dear Ms. Xiao and Mr. Vaughn:
Newcourt Acquisition Corp, a Cayman Islands exempted company (the “Company,” “we,” “our” or “us”), hereby transmits the Company’s response to the comment letter received from the staff (the “Staff”) of the U.S. Securities and Exchange Commission (the “Commission”) dated September 5, 2023, regarding the Company’s Form 10-K for Fiscal Year Ended December 31, 2022 filed with the Commission on March 23, 2023 (the “Original Filing”). For the Staff’s convenience, we have repeated below each of the Staff’s comments in bold and have followed such comments with the Company’s response. All page references in the responses set forth below refer to page numbers in the Amendment No. 1 to the Annual Report on Form 10-K (“Amendment No. 1”).
Form 10-K for Fiscal Year Ended December 31,
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.
In response to the Staff’s comment, the Company has amended its 10-K to provide revised 302 certifications that are currently dated and refer to the Form 10-K/A.
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.
In response to the Staff’s comment, the Company has revised the disclosure on page 25 of Amendment No. 1.
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 response to the Staff’s comment, the Company has revised the disclosure on page F-12 of Amendment No. 1.
We thank the Staff for its review of the foregoing and the Registration Statement. If you have further comments, please feel free to contact legal counsel, Ari Edelman, at aedelman@mwe.com or by telephone at (212) 547-5372.
Sincerely,
By: /s/ Marc Balkin
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CORRESP
1
filename1.htm
September 19, 2023
U.S. Securities & Exchange Commission
Division of Corporation Finance
Office of Life Sciences
100 F Street, NE
Washington, D.C. 20549
Attn: Li Xiao and Kevin Vaughn
Dear Ms. Xiao and Mr. Vaughn:
Newcourt Acquisition
Corp, a Cayman Islands exempted company (the “Company,” “we,” “our” or “us”), hereby transmits
the Company’s response to the comment letter received from the staff (the “Staff”) of the U.S. Securities and Exchange
Commission (the “Commission”) dated September 5, 2023, regarding the Company’s Form 10-K for Fiscal Year Ended December
31, 2022 filed with the Commission on March 23, 2023 (the “Original Filing”). For the Staff’s convenience, we have repeated
below each of the Staff’s comments in bold and have followed such comments with the Company’s response. All page references
in the responses set forth below refer to page numbers in the Amendment No. 1 to the Annual Report on Form 10-K (“Amendment No.
1”).
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.
In response to the Staff’s comment,
the Company has amended its 10-K to provide revised 302 certifications that are currently dated and refer to the Form 10-K/A.
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.
In response to the Staff’s comment, the Company has
revised the disclosure on page 25 of Amendment No. 1.
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 response to the Staff’s comment,
the Company has revised the disclosure on page F-12 of Amendment No. 1.
We thank the
Staff for its review of the foregoing and the Registration Statement. If you have further comments, please feel free to contact legal
counsel, Ari Edelman, at aedelman@mwe.com or by telephone at (212) 547-5372.
Sincerely,
By: /s/ Marc Balkin
Name: Marc Balkin
Title: Chief Executive Officer, Newcourt Acquisition Corp