Psyence Group Inc. (CSE:PSYG), a clinical-stage life science biotechnology company pioneering the use of nature-derived psilocybin in mental health and wellbeing (“Psyence”), and Newcourt Acquisition Corp (Nasdaq: NCAC) (“Newcourt”), a special purpose acquisition company today announced that the registration statement on Form F-4 (the “Registration Statement”), filed by Psyence Biomedical Ltd. (“Pubco”) with the Securities and Exchange Commission (“SEC”) was declared effective by the SEC on November 13, 2023. The Registration Statement was filed in connection with the previously announced business combination between Psyence Biomed Corp (“Psyence Biomed”), a wholly owned subsidiary of Psyence, and Newcourt. Pursuant to the Amended and Restated Business Combination Agreement, prior to the closing of the business combination (the “Business Combination”), Psyence will contribute Psyence Biomed, its therapeutics division, to Pubco, which is intended to become a reporting issuer in the United States.
The Business Combination values Psyence Biomed at a pre-money equity value of USD$50 million and the parties intend to close the Business Combination within two business days following satisfaction of the requisite closing conditions and approvals contained in the Business Combination Agreement. Following the closing of the Business Combination, Pubco’s common shares are anticipated to trade under the Nasdaq ticker “PBM”. The registration statement is available through the SEC’s website at www.sec.gov.
“The significant milestone of receiving effectiveness is one step closer to a listing on a US national security exchange and enhancing our corporate profile in the U.S., as we aim to commence our phase IIb Clinical Trial using nature-derived psilocybin in Palliative Care.”
-Dr Neil Maresky, the CEO of Psyence Group Inc
Maxim Group LLC is acting as financial advisor to Psyence. WeirFoulds LLP is acting as Canadian legal advisor and Ellenoff Grossman & Schole LLP is acting as U.S. legal advisor to Psyence. McDermott Will & Emery is acting as U.S. legal advisor to Newcourt.
Psyence further announced that it has granted stock options to eligible participants under its Stock Option Plan to purchase an aggregate of 6,104,043 common shares of Psyence Group Inc. at an exercise price of $0.06 per share. 3,887,377 options have an expiry date of December 31, 2025, 1,800,000 options have an expiry date of June 30, 2026 and 416,666 options have an expiry date of December 31, 2027.
Additional Information and Where to Find It
In connection with the proposed Business Combination, the Registration Statement was filed by Pubco with the SEC and includes a preliminary proxy statement/prospectus with respect to the proposed Business Combination. The definitive proxy statement/prospectus and other relevant documents will be mailed to shareholders of Newcourt as of November 13, 2023, the record date established for voting on the proposed Business Combination. Shareholders of Newcourt and other interested persons are advised to read, when available, the preliminary proxy statement/prospectus, the definitive proxy statement/prospectus and amendments thereto because these documents will contain important information about Newcourt, Psyence and the proposed Business Combination and the other parties thereto. Shareholders will also be able to obtain copies of the Registration Statement and the proxy statement/prospectus, without charge, by directing a written request to: Newcourt Acquisition Corp, 2201 Broadway, Suite 705, Oakland, CA 94612. These documents, once available, and Newcourt’s annual and other reports filed with the SEC can also be obtained, without charge, at the SEC’s internet site (http://www.sec.gov).
No Offer or Solicitation
This communication is for informational purposes only and is not intended to and does not constitute, or form a part of, an offer, invitation or the solicitation of an offer or invitation to purchase, otherwise acquire, subscribe for, sell or otherwise dispose of any securities, or the solicitation of any vote or approval in any jurisdiction, pursuant to the proposed Business Combination or otherwise, nor shall there be any sale, issuance or transfer of securities in any jurisdiction in contravention of applicable law.