Sec Form 4 Filing - Newcourt SPAC Sponsor LLC @ Newcourt Acquisition Corp - 2021-10-22

FORM 4 Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934, Section 17(a) of the Public Utility Holding Company Act of 1935 or Section 30(h) of the Investment Company Act of 1940

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1. Name and Address of Reporting Person Newcourt SPAC Sponsor LLC 2. Issuer Name and Ticker or Trading Symbol Newcourt Acquisition Corp [ NCAC] 5. Relationship of Reporting Person(s) to Issuer (Check all applicable) _____ Director X __ 10% Owner _____ Officer (give title below) _____ Other (specify below) (Last) (First) (Middle) C/O NEWCOURT ACQUISITION CORP, 2201 BROADWAY, SUITE 705 3. Date of Earliest Transaction (MM/DD/YY) 10/22/2021 (Street) OAKLAND, CA94612 4. If Amendment, Date Original Filed (MM/DD/YY) 6. Individual or Joint/Group Filing (Check Applicable Line) __ X __ Form filed by One Reporting Person _____ Form filed by More than One Reporting Person (City) (State) (Zip)

Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned 1.Title of Security (Instr. 3) 2. Transaction Date (MM/DD/YY) 2A. Deemed Execution Date, if any (MM/DD/YY) 3. Transaction Code (Instr. 8) 4. Securities Acquired (A) or Disposed of (D) (Instr. 3, 4 and 5) 5. Amount of Securities Beneficially Owned Following Reported Transaction(s) (Instr. 3 and 4) 6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4) 7. Nature of Indirect Beneficial Ownership (Instr. 4) Code V Amount (A) or (D) Price Class A Ordinary Shares, par value $0.0001 ( 1 ) 10/22/2021 10/22/2021 P 920,000 ( 1 ) A 920,000 D

Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned ( e.g. , puts, calls, warrants, options, convertible securities) 1. Title of Derivative Security (Instr. 3) 2. Conversion or Exercise Price of Derivative Security 3. Transaction Date (MM/DD/YY) 3A. Deemed Execution Date, if any (MM/DD/YY) 4. Transaction Code (Instr. 8) 5. Number of Derivative Securities Acquired (A) or Disposed of (D) (Instr. 3, 4, and 5) 6. Date Exercisable and Expiration Date (MM/DD/YY) 7. Title and Amount of Underlying Securities (Instr. 3 and 4) 8. Price of Derivative Security (Instr. 5) 9. Number of Derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr. 4) 10. Ownership Form of Derivative Security: Direct (D) or Indirect (I) (Instr. 4) 11. Nature of Indirect Beneficial Ownership (Instr. 4) Code V (A) (D) Date Exercisable Expiration Date Title Amount or Number of Shares Class B Ordinary Shares, par value $0.0001 ( 2 ) 10/22/2021 ( 2 ) J( 3 ) 76,500 ( 2 ) ( 2 ) Class A Ordinary Shares 76,500 $ 0 6,535,000 D

Reporting Owners Reporting Owner Name / Address Relationships Director 10% Owner Officer Other Newcourt SPAC Sponsor LLC C/O NEWCOURT ACQUISITION CORP 2201 BROADWAY, SUITE 705 OAKLAND, CA94612 X Signatures Newcourt SPAC Sponsor LLC By: Tabula Rasa Ltd, Manager By: Fiducia Trustees, Ltd., Sole Corporate Director /s/ Carl Linde 10/26/2021 Signature of Reporting Person Date

Explanation of Responses:

( 1 )The Reporting Person purchased 920,000 units of Newcourt Acquisition Corp (the "Issuer") in a private placement that closed simultaneously with the Issuer's initial public offering for an aggregate purchase price of $9,200,000. Each unit consists of one of the Issuer's Class A ordinary shares, par value $0.0001, and one-half of one redeemable warrant, as described under the heading "Description of Securities - Placement Units" in the Issuer's registration statements on Form S-1 (Nos. 333-254328 and 333-260371), as amended (the "Registration Statement"). ( 2 )As described in the Registration Statement under the heading "Description of Securities - Founder Shares", the Class B Ordinary Shares will automatically convert into shares of Class A Ordinary Shares at the time of the Issuer's initial business combination on a one-for-one basis subject to certain adjustments and have no expiration date. ( 3 )As described in the Registration Statement, there were 841,500 Class B ordinary shares, par value $0.0001 per share, subject to forfeiture to the extent that the underwriters did not fully or partially exercise their over-allotment option in the Issuer's initial public offering of its securities. The underwriters only partially exercised their over-allotment option, resulting in the Reporting Person forfeiting 76,500 shares.

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* If the form is filed by more than one reporting person, see Instruction 4(b)(v).

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