As filed with the Securities and Exchange Commission on November 13, 2023.

Registration No. 333-273553​

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

Amendment No. 5 to

FORM F-4

REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933

Psyence Biomedical Ltd.

(Exact Name of Registrant as Specified in Its Charter)​

121 Richmond Street West
Penthouse Suite 1300
Toronto, Ontario M5H 2K1
+1 (416) 346-7764

(Address, including zip code, and telephone number, including area code, of Registrant’s principal executive offices)​

Puglisi & Associates
850 Library Ave., Suite 204
Newark, Delaware 19711
Telephone: (302) 738-6680

(Name, address, including zip code, and telephone number, including area code, of agent for service)​

Copies to:

Approximate date of commencement of proposed sale of the securities to the public: As soon as practicable after this Registration Statement becomes effective.

If this Form is filed to register additional securities for an offering pursuant to Rule 462(b) under the Securities Act, check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering. ☐

If this Form is a post-effective amendment pursuant to Rule 462(d) under the Securities Act, check the following box and list the Securities Act registration statement number of the earlier effective registration for the share offering. ☐

If applicable, place an X in the box to designate the appropriate rule provision relied upon in conducting this transaction:

Exchange Act Rule 13e-4(i) (Cross-Border Issuer Tender Offer) ☐

Exchange Act Rule 14d-1(d) (Cross-Border Third-Party Tender Offer) ☐

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933.

Emerging growth company ☒

If an emerging growth company that prepares its financial statements in accordance with U.S. GAAP, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards† provided pursuant to Section 7(a)(2)(B) of the Securities Act. ☐

The registrant hereby amends this registration statement on such date or dates as may be necessary to delay its effective date until the registrant shall file a further amendment which specifically states that this registration statement shall thereafter become effective in accordance with Section 8(a) of the Securities Act of 1933, as amended, or until the registration statement shall become effective on such date as the Securities and Exchange Commission, acting pursuant to said Section 8(a), may determine.

†

The term “new or revised financial accounting standard” refers to any update issued by the Financial Accounting Standards Board to its Accounting Standards Codification after April 5, 2012.

​

Information contained herein is subject to completion or amendment. A registration statement relating to these securities has been filed with the Securities and Exchange Commission. These securities may not be sold nor may offers to buy be accepted prior to the time the registration statement becomes effective. This proxy statement/prospectus shall not constitute an offer to sell or the solicitation of an offer to buy nor shall there be any sale of these securities in any jurisdiction in which such offer, solicitation or sale would be unlawful.

PRELIMINARY PROXY STATEMENT FOR EXTRAORDINARY GENERAL MEETING OF NEWCOURT ACQUISITION CORP AND PROSPECTUS FOR ORDINARY SHARES AND WARRANTS OF PSYENCE BIOMEDICAL LTD.

SUBJECT TO COMPLETION, DATED NOVEMBER 13, 2023

Newcourt Acquisition Corp

2201 Broadway
Suite 705
Oakland, California 94612

Dear Newcourt Acquisition Corp Shareholders:

You are cordially invited to attend the extraordinary general meeting of Newcourt Acquisition Corp, which we refer to as “we,” “us,” “our,” or “NCAC,” on November 30, 2023 at 1:00 p.m. Eastern time, at the offices of McDermott Will & Emery LLP, located at One Vanderbilt Avenue, New York, New York 10017, or at such other time, on such other date and at such other place to which the meeting may be postponed or adjourned. You may attend the extraordinary general meeting and vote your shares electronically during the extraordinary general meeting via live webcast by visiting https://www.cstproxy.com/newcourtacquisition/bc2023. At the extraordinary general meeting, our shareholders will be asked to consider and vote upon a proposal, which we refer to as the “Business Combination Proposal,” to approve and adopt the Amended and Restated Business Combination Agreement, dated July 31, 2023 (as amended, supplemented, or otherwise modified from time to time, the “Business Combination Agreement”), by and among NCAC, Newcourt SPAC Sponsor LLC, a Delaware limited liability company (“Sponsor”), Psyence Group Inc., a corporation organized under the laws of Ontario, Canada (“Parent”), Psyence Biomedical Ltd., a corporation organized under the laws of Ontario, Canada (“Pubco”), Psyence (Cayman) Merger Sub, a Cayman Islands exempted company and a direct and wholly owned subsidiary of Pubco (“Merger Sub”), Psyence Biomed Corp., a corporation organized under the laws of British Columbia, Canada, and Psyence Biomed II Corp., a corporation organized under the laws of Ontario, Canada (“Psyence”), and the Business Combination (defined below) contemplated thereby. The Business Combination Agreement supersedes a business combination agreement, entered into on January 9, 2023 by and among, NCAC, the Sponsor, Parent and Psyence Biomed Corp.

Pursuant to the Business Combination Agreement, the parties thereto will enter into a business combination transaction (the “Business Combination”) pursuant to which, among other things, (i) Parent will contribute Psyence to Pubco in a share for share exchange (the “Company Exchange”) and (ii) immediately following the Company Exchange, Merger Sub will merge with and into NCAC, with NCAC being the surviving company in the merger (the “Merger”) and each outstanding ordinary share of NCAC will convert into the right to receive one common share of Pubco (“Pubco Common Share”).

NCAC’s Class A ordinary shares, units and warrants are currently listed on The Nasdaq Stock Market (“Nasdaq”) under the symbols “NCAC,” “NCACU” and “NCACW,” respectively. Pubco intends to apply to list the Pubco Common Shares and Pubco’s public warrants (the “Pubco Public Warrants”) on Nasdaq in connection with the Closing. We cannot assure you that the Pubco Common Shares or the Pubco Public Warrants will be approved for listing on Nasdaq. If Pubco fails to meet the initial listing requirements and Nasdaq does not list the Pubco Common Shares, the related closing condition may be waived by the parties in order to consummate the Business Combination. As such, you will lack certainty concerning Pubco’s listing when deciding how to vote your shares and whether or not you will elect to redeem your shares.

We are providing this proxy statement/prospectus and accompanying proxy cards to our shareholders in connection with the solicitation of proxies to be voted at the extraordinary general meeting of shareholders and at any adjournments or postponements of the extraordinary general meeting of shareholders. Whether or not you plan to attend the extraordinary general meeting, we urge you to read this proxy statement/prospectus (and any documents incorporated into this proxy statement/​prospectus by reference) carefully. Please pay particular attention to the section entitled “Risk Factors,” beginning on page 43.

Our board of directors has unanimously approved and adopted the Business Combination Agreement and unanimously recommends that our shareholders vote FOR all of the proposals presented to our shareholders. When you consider the board of directors’ recommendation of these proposals, you should keep in mind that certain of our directors and our officers have interests in the Business Combination that may conflict with your interests as a shareholder. See the section entitled “The Business Combination — Interests of NCAC’s Directors and Officers in the Business Combination.”

On behalf of our board of directors, I thank you for your support and look forward to the successful completion of the Business Combination.

This proxy statement/prospectus is dated            , 2023 and is first being mailed to the shareholders of NCAC on or about that date.

NEITHER THE SECURITIES AND EXCHANGE COMMISSION NOR ANY STATE SECURITIES REGULATORY AGENCY HAS APPROVED OR DISAPPROVED THE TRANSACTIONS DESCRIBED IN THIS PROXY STATEMENT/​PROSPECTUS OR ANY OF THE SECURITIES TO BE ISSUED IN THE BUSINESS COMBINATION, PASSED UPON THE MERITS OR FAIRNESS OF THE BUSINESS COMBINATION OR RELATED TRANSACTIONS OR PASSED UPON THE ADEQUACY OR ACCURACY OF THE DISCLOSURE IN THIS PROXY STATEMENT/PROSPECTUS. ANY REPRESENTATION TO THE CONTRARY CONSTITUTES A CRIMINAL OFFENSE.

 

Newcourt Acquisition Corp
2201 Broadway
Suite 705
Oakland, California 94612

NOTICE OF EXTRAORDINARY GENERAL MEETING OF SHAREHOLDERS
TO BE HELD ON NOVEMBER 30, 2023

To the Shareholders of Newcourt Acquisition Corp:

NOTICE IS HEREBY GIVEN that an extraordinary general meeting of shareholders (the “special meeting”) of Newcourt Acquisition Corp, a Cayman Islands exempted company (“NCAC”), will be held on November 30, 2023, at 1:00 p.m., Eastern time, at the offices of McDermott Will & Emery LLP, located at One Vanderbilt Avenue, New York, New York 10017, or at such other time, on such other date and at such other place to which the meeting may be postponed or adjourned. You may attend the special meeting and vote your shares electronically during the special meeting via live webcast by visiting https://www.cstproxy.com/newcourtacquisition/bc2023. You are cordially invited to attend the special meeting for the following purposes:

(1)

The Business Combination Proposal: to consider and vote upon a proposal, by ordinary resolution, to approve and adopt the Amended and Restated Business Combination Agreement, dated as of July 31, 2023 (as amended, supplemented, or otherwise modified from time to time, the “Business Combination Agreement”), by and among NCAC, Newcourt SPAC Sponsor LLC, a Delaware limited liability company (“Sponsor”), Psyence Group Inc., a corporation organized under the laws of Ontario, Canada (“Parent”), Psyence Biomedical Ltd., a corporation organized under the laws of Ontario, Canada (“Pubco”), Psyence (Cayman) Merger Sub, a Cayman Islands exempted company and a direct and wholly owned subsidiary of Pubco (“Merger Sub”), Psyence Biomed Corp., a corporation organized under the laws of British Columbia, Canada, and Psyence Biomed II Corp., a corporation organized under the laws of Ontario, Canada (“Psyence”), pursuant to which each of the following transactions will occur in the following order:

​

•

Parent will contribute Psyence to Pubco in a share for share exchange (the “Company Exchange”); and

​

•

immediately following the Company Exchange, Merger Sub will merge with and into NCAC, with NCAC being the surviving company in the merger (the “Merger”) and each outstanding ordinary share of NCAC (“NCAC Ordinary Shares”) will convert into the right to receive one common share of Pubco (“Pubco Common Share”).

​

(2)

The Merger Proposal: to approve, by special resolution:

​

a.

NCAC be authorized to merge with Merger Sub, so that NCAC be the surviving company and all undertaking, property and liabilities of Merger Sub vest in NCAC by virtue of the Merger in accordance with the Business Combination Agreement and the Companies Act (As Revised) of the Cayman Islands (the “Companies Act”);

​

b.

the Plan of Merger in the form attached to the accompanying proxy statement/prospectus as Annex D (the “Plan of Merger”), pursuant to which NCAC will merge with Merger Sub, with NCAC being the surviving company; and

​

c.

NCAC be authorized to enter into the Plan of Merger;

​

(3)

The Organizational Documents Proposal: to consider and vote upon a proposal to approve, by special resolution under Cayman Islands law, assuming the Business Combination Proposal and Merger Proposal are approved and adopted, the approval of the articles of incorporation and amended and restated by-laws (together, the “Proposed Articles”) of Pubco, which, if approved, would take effect at the time of the Closing (we refer to this proposal as the “Organizational Documents Proposal”);

​

(4)

The Advisory Articles Proposals: to consider and vote, on an advisory and non-binding basis, on

​

 

 

three separate sub-proposals to approve certain governance provisions in the Proposed Articles. These separate votes are not otherwise required by under Cayman Islands law, separate and apart from the Organizational Documents Proposal, but are required by SEC guidance requiring that stockholders have the opportunity to present their views on important corporate governance provisions (we refer to these proposals as the “Advisory Articles Proposals”)

a.

Advisory Articles Proposal 4A: To approve, on an advisory and non-binding basis, provisions to be included in the Proposed Articles which establish the authorized capital of Pubco to consist of an unlimited number of common shares.

​

b.

Advisory Articles Proposal 4B: To approve, on an advisory and non-binding basis, provisions to be included in the Proposed Articles which establish Pubco’s corporate name as “Psyence Biomedical Ltd.”

​

c.

Advisory Articles Proposal 4C: To approve, on an advisory and non-binding basis, the exclusion from the Proposed Articles of certain provisions related to NCAC’s status as a blank check company that will not apply to Pubco upon consummation of the Business Combination.

​

(5)

The Incentive Plan Proposal: to consider and vote upon a proposal to approve by ordinary resolution under Cayman Islands law, the Pubco 2023 Equity Incentive Plan (the “Incentive Plan”), a copy of which is attached to this proxy statement/prospectus as Annex E (we refer to this proposal as the “Incentive Plan Proposal”);

​

(6)

The Director Proposal: to consider and vote upon, by ordinary resolution, the appointment of five (5) directors, who, upon consummation of the Business Combination, will constitute all the members of the Pubco Board (we refer to this proposal as the “Director Proposal”); and

​

(7)

The Shareholder Adjournment Proposal: to consider and vote upon a proposal, by ordinary resolution, to adjourn the special meeting to a later date or dates, if necessary or appropriate, as determined by the NCAC Board (the “Shareholder Adjournment Proposal”).

​

Only holders of record of NCAC Ordinary Shares at the close of business on November 13, 2023 are entitled to notice of the special meeting and to vote at the special meeting and any adjournments or postponements of the special meeting.

Pursuant to NCAC’s amended and restated memorandum and articles of association (the “Amended and Restated Articles”), we are providing the holders (the “NCAC Public Shareholders”) of NCAC’s Class A ordinary shares issued as part of the units sold in NCAC’s initial public offering (the “NCAC Public Shares”) with the opportunity to redeem their NCAC Public Shares for cash equal to their pro rata share of the aggregate amount on deposit in the trust account which holds the proceeds of NCAC’s initial public offering (the “IPO”) calculated as of two business days prior to the consummation of the business combination contemplated by the Business Combination Agreement (the “Business Combination”), including interest earned on the funds held in the trust account (such interest shall be net of taxes payable) and not previously released to us to pay our taxes, divided by the number of then issued and outstanding NCAC Public Shares. For illustrative purposes, based on funds in the trust account of approximately $12,675,982 on November 8, 2023, the estimated per share redemption price would have been approximately $11.38. The NCAC Public Shareholders may elect to redeem their shares even if they vote for the Business Combination Proposal and any of the other proposals presented. A NCAC Public Shareholder, together with any of his, her or its affiliates or any other person with whom it is acting in concert or as a “group” ​(as defined under Section 13 of the Exchange Act), will be restricted from redeeming his, her or its shares with respect to more than an aggregate of 15% of the NCAC Public Shares. Holders of our outstanding warrants to purchase NCAC Public Shares (the “Public Warrants”) do not have redemption rights with respect to such warrants in connection with the Business Combination. NCAC’s Class B ordinary shares (which were converted into Class A ordinary shares of NCAC on a one-for-one basis and which we refer to as the “NCAC Class B Ordinary Shares”) will be excluded from the pro rata calculation used to determine the per-share redemption price.

 

 

Currently, Newcourt SPAC Sponsor LLC (the “Sponsor”) owns approximately 84.8% of the issued and outstanding NCAC Ordinary Shares, consisting of 100% of the NCAC Class B Ordinary Shares. Carl Linde is the ultimate controlling person of Tabula Rasa, the sole manager of the Sponsor. NCAC’s officers and directors are also members of the Sponsor, and accordingly have an indirect, economic interest in the Sponsor.

The Sponsor has agreed to waive its redemption rights with respect to its NCAC Class A Ordinary Shares for no consideration. The Sponsor and NCAC’s officers and directors have agreed to vote their NCAC Ordinary Shares, which represent approximately 84.8% of the issued and outstanding NCAC Ordinary Shares as of the date hereof, in favor of the Business Combination Proposal. As a result, the Sponsor owns a sufficient number of shares to approve all of the proposals, even if no other shares are voted in favor of such proposals.

The Merger Proposal will be consummated only if approved by a special resolution under Cayman Islands law, being the affirmative vote of the holders of a majority of at least two-thirds of the NCAC Ordinary Shares who, being present and entitled to vote at the special meeting, vote in favor of the Merger Proposal at the special meeting.

Your vote is very important, regardless of the number of shares you own. Please vote as soon as possible to ensure that your vote is counted, regardless of whether you expect to attend the special meeting. Please complete, sign, date and return the enclosed proxy card in the postage-paid envelope provided. You may also submit a proxy by telephone or via the internet by following the instructions printed on your proxy card. If you are a holder of record of NCAC Public Shares, you may also cast your vote in person at the special meeting.

If you hold your shares in “street name” through a bank, broker or other nominee, you will need to follow the instructions provided to you by your bank, broker or other nominee to ensure that your shares are represented and voted at the special meeting. A failure to vote your shares will have no effect on the approval the proposals.

If you sign and return your proxy card without indicating how you wish to vote, your proxy will be voted in favor of each of the proposals presented at the special meeting. If you fail to return your proxy card or fail to instruct your bank, broker or other nominee how to vote, and do not attend the special meeting in person, the effect will be that your shares will not be counted for purposes of determining whether a quorum is present at the special meeting. If a valid quorum is established, any such failure to vote or to provide voting instructions will have no effect on the outcome of the proposals.

Your attention is directed to the proxy statement/prospectus accompanying this notice (including the financial statements and annexes attached thereto) for a more complete description of the proposed Business Combination and related transactions and each of our proposals. We encourage you to read this proxy statement/prospectus carefully. The special meeting will be held in person at the offices of McDermott Will & Emery LLP, located at One Vanderbilt Avenue, New York, New York 10017. You may attend the special meeting and vote your shares electronically during the special meeting via live webcast by visiting https://www.cstproxy.com/newcourtacquisition/bc2023. If you have any questions or need assistance voting your shares, please call our proxy solicitor, Advantage Proxy, at (877) 870-8565 or (206) 870-8565.

By Order of the Board of Directors,

Marc Balkin
Chief Executive Officer and Director

    , 2023

 

 

TABLE OF CONTENTS

 

i

 

 

ii

 

ABOUT THIS PROXY STATEMENT/PROSPECTUS

This document, which forms part of a registration statement on Form F-4 filed with the U.S. Securities and Exchange Commission (the “SEC”) by Pubco, constitutes a prospectus of Pubco under Section 5 of the Securities Act, with respect to the Pubco Common Shares to be issued to the NCAC shareholders, the Pubco Public Warrants to be issued to NCAC warrant holders and the Pubco Common Shares underlying such Pubco Public Warrants, if the Business Combination described herein is consummated. This document also constitutes a notice of meeting and a proxy statement under Section 14(a) of the U.S. Securities Exchange Act of 1934, as amended (the “Exchange Act”) with respect to the special meeting at which NCAC shareholders will be asked to consider and vote upon a proposal to approve the Business Combination by the approval and adoption of the Business Combination Agreement, among other matters.

This document does not constitute an offer to sell or the solicitation of an offer to buy securities in any jurisdiction or to any person to whom it would be unlawful to make such offer.

This proxy statement/prospectus includes trademarks, tradenames and service marks, certain of which belong to NCAC or Psyence and others that are the property of other organizations. Solely for convenience, trademarks, tradenames and service marks referred to in this proxy statement/prospectus appear without the ®, TM and SM symbols, but the absence of those symbols is not intended to indicate, in any way, that we or Psyence will not assert our or their rights or that the applicable owner will not assert its rights to these trademarks, tradenames and service marks to the fullest extent under applicable law. We do not intend our use or display of other parties’ trademarks, trade names or service marks to imply, and such use or display should not be construed to imply, a relationship with, or endorsement or sponsorship of us by, these other parties.

MARKET AND INDUSTRY DATA

In this proxy statement/prospectus, we present industry data, information and statistics regarding Psyence’s industry, business and the markets in which Psyence competes as well as publicly available information, industry and general publications and research and studies conducted by third parties. This information is supplemented where necessary with Psyence’s own internal estimates and information obtained from discussions with its customers, taking into account publicly available information about other industry participants and Psyence’s management’s judgment where information is not publicly available. This information appears in “Summary of the Proxy Statement/Prospectus,” “Psyence Biomed Corp. Management’s Discussion and Analysis of Financial Condition and Results of Operations,” “Information About Psyence” and other sections of this proxy statement/prospectus.

Unless otherwise expressly stated, we obtained this industry, business, market and other data from reports, research surveys, studies and similar data prepared by market research firms and other third parties, industry and general publications, government data and similar sources that we believe to be reliable. In some cases, we do not expressly refer to the sources from which this data is derived. In that regard, when we refer to one or more sources of this type of data in any paragraph, you should assume that other data of this type appearing in the same paragraph is derived from the same sources, unless otherwise expressly stated or the context otherwise requires. While we have compiled, extracted and reproduced industry data from these sources, we have not independently verified the data. Industry publications, research, studies and forecasts generally state that the information they contain has been obtained from sources believed to be reliable, but that the accuracy and completeness of such information is not guaranteed. Forecasts and other forward-looking information obtained from these sources are subject to the same qualifications and uncertainties as the other forward-looking statements in this proxy statement/prospectus. These forecasts and forward-looking information are subject to uncertainty and risk due to a variety of factors, including those described under “Risk Factors.” These and other factors could cause results to differ materially from those expressed in any forecasts or estimates.

 

1

 

FREQUENTLY USED TERMS

Key Business and Business Combination Related Terms

Unless otherwise stated or unless the context otherwise requires in this document:

“Amended and Restated Articles” means NCAC’s amended and restated memorandum and articles of association, as amended.

“Ancillary Agreements” means the Lock-up Agreements, the Sponsor Support Agreement, the Parent Support Agreement and each other agreement, instrument and certificate required by, necessary or appropriate to, or contemplated in connection with, the Business Combination Agreement to be executed by any of the parties or their affiliates.

“Backstop Shares” means the up to 3,000,000 NCAC Class B Ordinary Shares that the Sponsor may transfer for reduction of any deferred underwriting fees, or to transfer to non-affiliated investors providing backstop financing, non-redemption agreements or other financial support in connection with the Business Combination. Any Backstop Shares not utilized as envisaged above will be subject to forfeiture by the Sponsor and cancelled.

“Business Combination” means the business combination transaction pursuant to which, among other things, (i) Parent will contribute Psyence to Pubco in a share for share exchange and (ii) immediately thereafter, Merger Sub will merge with and into NCAC, with NCAC being the surviving company in the merger and each outstanding NCAC Ordinary Share will convert into the right to receive one Pubco Common Share.

“Business Combination Agreement” means the Amended and Restated Business Combination Agreement, dated as of July 31, 2023, as amended, supplemented, or otherwise modified from time to time, by and among NCAC, Sponsor, Parent, Pubco, Merger Sub, Psyence Biomed Corp. and Psyence.

“Business Combination Proposal” means the proposal to approve the adoption of the Business Combination Agreement and the Business Combination.

“Cantor” means Cantor Fitzgerald & Co., the underwriter of the IPO.

“CCM” means Cohen & Company Capital Markets, a division of J.V.B. Financial Group LLC, an affiliate of a passive member of the Sponsor.

“Closing” means the consummation of the Business Combination.

“Closing Date” means the date upon which the Closing is to occur.

“Code” means the Internal Revenue Code of 1986, as amended.

“Company Exchange” means the exchange in which Parent will contribute Psyence to Pubco in a share for share exchange.

“Continental” means Continental Stock Transfer & Trust Company, NCAC’s transfer agent and warrant agent.

“Effective Time” means the effective time of the Merger.

“Exchange Act” means the Securities Exchange Act of 1934, as amended.

“First Extension” means the six-month extension to July 22, 2023 for NCAC to complete an initial business combination.

“First Extension Note” means the non-interest bearing, unsecured promissory note payable upon consummation of the Business Combination by NCAC of up to $495,000 (representing a deposit of $0.055 per NCAC Public Share to the Trust Account) for the First Extension.

“U.S. GAAP” means generally accepted accounting principles in the United States of America.

 

2

 

“IFRS” means the International Financial Reporting Standards issued by the International Accounting Standards Board.

“IPO” means NCAC’s initial public offering of NCAC Public Units, consummated on October 22, 2021.

“JOBS Act” means the Jumpstart Our Business Startups Act of 2012, as amended.

“Lock-Up Agreements” means the agreements by which the Sponsor will agree that all NCAC Class B Ordinary Shares (and all shares of Pubco acquired in respect thereof) are locked-up until the earlier of (i) the date that is six (6) months after the Closing and (ii) subsequent to the Closing, the date on which Pubco completes a liquidation, merger, share exchange, reorganization or other similar transaction that results in Pubco’s public shareholders having the right to exchange their Pubco Common Shares for cash, securities or other property.

“Merger” means the merger in which Merger Sub will merge with and into NCAC, with NCAC being the surviving company in the merger and each outstanding NCAC Ordinary Share will convert into the right to receive one Pubco Common Share.

“Merger Sub” means Psyence (Cayman) Merger Sub, a Cayman Islands exempted company and a direct and wholly owned subsidiary of Pubco.

“Nasdaq” means The Nasdaq Stock Market LLC.

“NCAC” means Newcourt Acquisition Corp, a Cayman Islands exempted company.

“NCAC Class A Ordinary Shares” means NCAC’s Class A ordinary shares, par value $0.0001 per share.

“NCAC Class B Ordinary Shares” means NCAC’s Class B Ordinary Shares, par value $0.0001 per share, which were converted into NCAC Class A Ordinary Shares on a one-for-one-basis on October 20, 2023.

“NCAC Ordinary Shares” means the NCAC Public Shares and the NCAC Class B Ordinary Shares, collectively.

“NCAC Private Placement Shares” means the NCAC Class A Ordinary Shares underlying the NCAC Private Placement Units.

“NCAC Private Placement Units” means the units, each unit consisting of one NCAC Private Placement Share and one-half of one NCAC Private Placement Warrant, purchased in a private placement in connection with the IPO.

“NCAC Private Placement Warrants” means the warrants to purchase NCAC Public Shares underlying the NCAC Private Placement Units.

“NCAC Public Shareholders” means the holders of NCAC Public Shares.

“NCAC Public Shares” means NCAC Class A Ordinary Shares issued as part of the NCAC Public Units sold in the IPO.

“NCAC Public Units” means the 25,000,000 units issued in connection with the IPO, each of which consists of one NCAC Class A Ordinary Share and one-half of one NCAC Public Warrant.

“NCAC Public Warrants” means the warrants included in the NCAC Public Units sold in the IPO, each of which is exercisable for one NCAC Class A Ordinary Share, in accordance with its terms.

“NCAC Shareholder Redemption” means the opportunity of NCAC Public Shareholders to redeem NCAC Public Shares by tendering such shares for redemption in accordance with NCAC’s organizational documents.

“NCAC Units” means the NCAC Public Units, the NCAC Private Placement Units and, if issued, the NCAC Working Capital Units.

 

3

 

“NCAC Warrants” means the NCAC Public Warrants, the NCAC Private Placement Warrants and, if issued, the NCAC Working Capital Warrants.

“NCAC Working Capital Shares” means the NCAC Class A Ordinary Shares underlying the NCAC Working Capital Units.

“NCAC Working Capital Units” means the units issuable upon conversion of the Promissory Note at a price of $10.00 per unit, with such units being identical to the NCAC Private Placement Units.

“NCAC Working Capital Warrants” means the warrants underlying the NCAC Working Capital Units, with such warrants being identical to the NCAC Private Placement Warrants.

“OBCA” means the Business Corporations Act (Ontario).

“Original Business Combination Agreement” means that certain Business Combination Agreement entered into on January 9, 2023 by and among, NCAC, the Sponsor, Parent and Psyence Biomed Corp., a corporation organized under the laws of British Columbia, Canada.

“Parent” means Psyence Group Inc., a corporation organized under the laws of Ontario, Canada.

“Parent Support Agreement” means the agreement pursuant to which such shareholders of the Parent will agree to, among other things, vote in favor of the Business Combination and the transactions contemplated by the Business Combination Agreement.

“PCAOB” means the Public Company Accounting Oversight Board.

“Promissory Note” means the promissory note issued by NCAC to the Sponsor on January 17, 2023, pursuant to which NCAC may borrow up to an aggregate principal amount of $1,000,000.

“Psyence” means Psyence Biomed II Corp., a corporation organized under the laws of Ontario, Canada.

“Psyence Common Shares” means the shares of common stock of Psyence.

“Pubco” means Psyence Biomedical, Ltd., a corporation organized under the laws of Ontario, Canada.

“Pubco Common Shares” means the shares of common stock of Pubco.

“Pubco Public Warrants” means the former NCAC Warrants converted at the Effective Time into a right to acquire one Pubco Common Share on substantially the same terms as were in effect immediately prior to the Effective Time under the terms of the Warrant Agreement.

“Pubco Securities” means Pubco Common Shares and Pubco Public Warrants, collectively.

“SEC” means the U.S. Securities and Exchange Commission.

“Second Extension” means the six-month extension to January 24, 2024 for NCAC to complete an initial business combination.

“Second Extension Note” means the non-interest bearing, unsecured promissory note payable upon consummation of the Business Combination by NCAC of up to $750,000 for the Second Extension and operating costs.

“Securities Act” means the Securities Act of 1933, as amended.

“Shareholder Adjournment Proposal” means a proposal to consider and vote upon a proposal to adjourn the special meeting to a later date or dates, if necessary or appropriate, as determined by the NCAC Board.

“Sponsor” means Newcourt SPAC Sponsor LLC, a Delaware limited liability company.

“Sponsor Support Agreement” means the support agreement to be entered into by the Sponsor, and the officers and directors of NCAC, in their capacities as shareholders of NCAC, NCAC and Psyence,

 

4

 

pursuant to which such shareholders of NCAC will agree to, among other things, vote in favor of the Business Combination and other related matters.

“Treasury Regulations” means the regulations, including proposed and temporary regulations, promulgated under the Code.

“Trust Account” means the trust account that holds the net proceeds of the sale of the NCAC Public Units in the IPO and the sale of the NCAC Private Placement Units.

“Underwriting Agreement” means the Underwriting Agreement, dated October 19, 2021, entered into at the time of the IPO by and between NCAC and Cantor.

“Warrant Agreement” means the warrant agreement, dated October 19, 2021, by and between NCAC and Continental Stock Transfer & Trust Company, as warrant agent, governing NCAC’s outstanding warrants.

 

5

 

QUESTIONS AND ANSWERS ABOUT THE BUSINESS COMBINATION

The following questions and answers briefly address some commonly asked questions about the proposals to be presented at the special meeting, including with respect to the proposed Business Combination. The following questions and answers may not include all the information that is important to NCAC’s shareholders. Shareholders are urged to read carefully this entire proxy statement/prospectus, including the financial statements and annexes attached hereto and the other documents referred to herein.

Questions and Answers About the Special Meeting of NCAC’s Shareholders and the Related Proposals

Q.

Why am I receiving this proxy statement/prospectus?

​

A.

NCAC has entered into the Business Combination Agreement with NCAC, Sponsor, Parent, Pubco, Merger Sub and Psyence, which provides for the Business Combination in which, among other transactions, Psyence will become a direct wholly-owned subsidiary of Pubco, and NCAC will become a direct wholly-owned subsidiary of Pubco. A copy of the Business Combination Agreement is attached to this proxy statement/prospectus as Annex A.

​

The consideration to be paid to the Parent will be equal to an aggregate of 5,000,000 Pubco Common Shares. In addition, at the Effective Time, each NCAC Ordinary Share will be cancelled and automatically deemed for all purposes to represent the right to receive one Pubco Common Share. At the Effective Time, each of NCAC’s warrants that are outstanding immediately prior to the Effective Time will, pursuant to and in accordance with the Warrant Agreement, automatically and irrevocably be modified to provide that such warrant will no longer entitle the holder thereof to purchase the number of NCAC Ordinary Shares set forth therein and in substitution thereof such warrant will entitle the holder thereof to acquire the same number of Pubco Common Shares per warrant on the same terms. Please see “The Business Combination Agreement” for further information.

NCAC shareholders are being asked to consider and vote upon the Business Combination Proposal to approve the adoption of the Business Combination Agreement, the Business Combination, the Merger Proposal to approve the Merger and the Plan of Merger, among other proposals at the special meeting. You are receiving this proxy statement/prospectus because you hold NCAC Ordinary Shares as of the record date for the special meeting.

The NCAC Public Shares, NCAC Public Warrants and NCAC Public Units are currently listed on Nasdaq under the symbols “NCAC,” “NCACW” and “NCACU,” respectively. Pubco intends to apply to list its Pubco Common Shares and Pubco Public Warrants on Nasdaq in connection with the Closing. All outstanding NCAC Public Units will be separated into their underlying securities immediately prior to the Closing. Accordingly, Pubco will not have units outstanding following consummation of the Business Combination.

This proxy statement/prospectus and its annexes contain important information about the proposed Business Combination and the proposals to be acted upon at the special meeting. You should read this proxy statement/prospectus and its annexes carefully and in their entirety. This document also constitutes a prospectus of Pubco with respect to the Pubco Common Shares issuable in connection with the Business Combination.

Q.

When and where is the special meeting?

​

A.

The special meeting will be held in person at 1:00 p.m., Eastern time, on November 30, 2023, at the offices of McDermott Will & Emery LLP, located at One Vanderbilt Avenue, New York, New York 10017. You may attend the special meeting and vote your shares electronically during the special meeting via live webcast by visiting https://www.cstproxy.com/newcourtacquisition/bc2023.

​

Q.

What matters will shareholders consider at the special meeting?

​

A.

At the NCAC special meeting, NCAC will ask its shareholders to vote in favor of the following proposals:

​

•

The Business Combination Proposal: a proposal, to adopt and approve, by ordinary resolution, the Business Combination Agreement and the Business Combination.

​

 

6

 

•

The Merger Proposal: a proposal to approve, by special resolution: (i) NCAC be authorized to merge with Merger Sub, so that NCAC be the surviving company and all undertaking, property and liabilities of Merger Sub vest in NCAC by virtue of the Merger in accordance with the Business Combination Agreement and the Companies Act (As Revised) of the Cayman Islands; (ii) the Plan of Merger in the form attached as Annex D, pursuant to which NCAC will merge with Merger Sub, with NCAC being the surviving company; and (iii) entry into the Plan of Merger.

​

•

The Organizational Documents Proposal: to consider and vote upon a proposal to approve by special resolution under Cayman Islands law, assuming the Business Combination Proposal is approved and adopted, the approval of the articles of incorporation and amended and restated by-laws (together, the “Proposed Articles”) of Pubco, which, if approved, would take effect at the time of the Closing (we refer to this proposal as the “Organizational Documents Proposal”)

​

•

The Advisory Articles Proposals: to consider and vote, on an advisory and non-binding basis, on three separate sub-proposals to approve certain governance provisions in the Proposed Articles. These separate votes are not otherwise required by under Cayman Islands law, separate and apart from the Organizational Documents Proposal, but are required by SEC guidance requiring that stockholders have the opportunity to present their views on important corporate governance provisions (we refer to these proposals as the “Advisory Articles Proposals”)

​

a.

Advisory Articles Proposal 4A: To approve, on an advisory and non-binding basis, provisions to be included in the Proposed Articles which establish the authorized capital of Pubco to consist of an unlimited number of common shares.

​

b.

Advisory Articles Proposal 4B: To approve, on an advisory and non-binding basis, provisions to be included in the Proposed Articles which establish Pubco’s corporate name as “Psyence Biomedical Ltd.”

​

c.

Advisory Articles Proposal 4C: To approve, on an advisory and non-binding basis, the exclusion from the Proposed Articles of certain provisions related to NCAC’s status as a blank check company that will not apply to Pubco upon consummation of the Business Combination.

​

•

The Incentive Plan Proposal: to consider and vote upon a proposal to approve by ordinary resolution under Cayman Islands law, the Pubco 2023 Equity Incentive Plan (the “Incentive Plan”), a copy of which is attached to this proxy statement/prospectus as Annex E (we refer to this proposal as the “Incentive Plan Proposal”);

​

•

The Director Proposal: to consider and vote upon the appointment of five (5) directors, who, upon consummation of the Business Combination, will constitute all the members of the board of directors of Pubco (we refer to this proposal as the “Director Proposal”); and

​

•

The Shareholder Adjournment Proposal: to consider and vote upon a proposal to approve, by ordinary resolution, the adjournment of the special meeting to a later date or dates, if necessary or appropriate, as determined by the NCAC Board (the “Shareholder Adjournment Proposal”).

​

Q.

Are any of the proposals conditioned on one another?

​

A.

The Business Combination is conditioned upon the approval of the Business Combination Proposal, the Merger Proposal, the Organizational Documents Proposal, the Incentive Plan Proposal and the Director Proposal, subject to the terms of the Business Combination Agreement. The Business Combination is not conditioned on the approval of the Advisory Articles Proposals or the Shareholder Adjournment Proposal. The Business Combination Proposal is conditioned upon the approval of the Merger Proposal, and the Merger Proposal is conditioned upon the approval of the Business Combination Proposal. If the Business Combination Proposal and Merger Proposal are not approved, the other proposals (except the Shareholder Adjournment Proposal, if applicable) will not be presented to the shareholders for a vote.

​

 

7

 

Q.

What will happen in the Business Combination?

​

A.

In connection with the Business Combination:

​

•

Parent will contribute Psyence to Pubco in a share for share exchange pursuant to the Company Exchange;

​

•

immediately thereafter, Merger Sub will merge with and into NCAC, with NCAC being the surviving company in the Merger and each outstanding NCAC Ordinary Share will convert into the right to receive one Pubco Common Share;

​

•

each outstanding NCAC Ordinary Share will be exchanged for one Pubco Common Share;

​

•

each issued and outstanding NCAC Warrant will cease to represent a right to acquire NCAC Ordinary Shares and will instead represent the right to acquire the same number of Pubco Common Shares, at the same exercise price and on the same terms as in effect immediately prior to the closing of the Business Combination; and

​

•

as a result of the Business Combination, each of NCAC and Psyence will become direct wholly-owned subsidiaries of Pubco.

​

Q.

Why is NCAC proposing the Business Combination Proposal?

​

A.

NCAC was organized for the purpose of effecting a merger, share exchange, asset acquisition, share purchase, recapitalization, reorganization or similar business combination with one or more businesses.

​

Under NCAC’s Amended and Restated Articles, NCAC must provide all NCAC Public Shareholders with the opportunity to have their NCAC Public Shares redeemed upon the consummation of NCAC’s initial business combination either in conjunction with a tender offer or in conjunction with a shareholder vote.

Q.

Who is Psyence?

​

A.

Psyence is the therapeutic division of Parent, a life science biotechnology company listed on the Canadian Securities Exchange (CSE:PSYG) and quoted on the OTCQB (OTCQB: PSYGF), with a focus on natural psychedelics. Psyence develops natural psilocybin products for the healing of psychological trauma and its mental health consequences in the context of palliative care. Psyence has commenced the clinical trial process to evaluate the safety and efficacy of its product candidates.

​

Psyence’s lead product candidate is PEX010, a capsule containing 25mg naturally sourced psilocybin and which is being used in Psyence’s Phase IIb Study. Psyence has entered into two IP licensing agreements (the “Filament Licensing Agreements”) with Filament Health Corp., a Canadian company that produces natural psilocybin capsules and the proprietary owner of PEX010 (“Filament”), for the licensing of PEX010 with respect to Psyence’s designated fields of use: anxiety and depression, including associated ailments, such as PTSD, stress, grief, and adjustment disorder within the context of palliative care.

In April 2022, Psyence entered into a license agreement with Filament for the licensing of PEX010 and its associated intellectual property, as well as for the supply of PEX010 for the specific intention of the clinical development of the product, and ultimately, for the marketing authorization for PEX010’s use in palliative care patients (the “Research IP Agreement”). Pursuant to the Research IP Agreement, Filament grants to Psyence an irrevocable, royalty free, worldwide license (with the right to sublicense, subject to certain restrictions) to use and distribute PEX010 and certain related intellectual property (such as delivery mechanism, preparation methods and know-how) solely for use in connection with pre-clinical and clinical studies and trials to be conducted in Canada, the UK and world-wide in the treatment of anxiety and depression, including associated ailments, such as PTSD, stress, grief, and adjustment disorder within the context of palliative care (the “designated fields of use”). This license is granted in respect of the clinical trial phase of Psyence’s activities, specifically phase II clinical trials. The license is granted on an exclusive basis solely within the territory of the UK with respect to the designated fields of use, and Psyence has a right of first refusal to extend its exclusive license beyond the territory of the UK. Psyence does not have any rights to use PEX010 for any profit-making or commercial

 

8

 

purposes under the Research IP Agreement. Any results of testing, research, conduct of and any information derived from the clinical studies and trials using PEX010 shall be the sole property of Psyence. Under the Research IP Agreement, Filament is entitled to receive milestone payments of up to CAD$250,000 in aggregate based on four distinct phase II clinical trial milestones to be achieved by Psyence. Should Psyence pursue a second or multiple indications, such aggregate milestone payments will increase accordingly. For the year ended March 31, 2023, Psyence incurred costs of $170,072 for the formulation and licensing of PEX010 that was accounted for as research and development costs.

In addition to the licensing rights described above, per the terms of the Research IP Agreement, Filament has undertaken to support Psyence’s clinical trial efforts through the supply of the required quantities of PEX010 to Psyence, for no additional charge, based on Psyence’s good faith forecasts of its needs. Filament will also create and provide such information, assistance and support for the execution of the dossiers, IMBP and other documents required to conduct Psyence’s clinical trials in accordance with the trial schedules. The license term is 5 years, expiring in April 2027, however the license may be terminated early (a) by either party upon notice to the other party, where Psyence notifies Filament in writing that all of its clinical trials have been completed or abandoned; (b) by a party upon notice to the other party, if the other party becomes subject to bankruptcy proceedings; (c) by a party if the other party commits a breach of a material term of the Research IP Agreement and fails to remedy such breach; or (d) by a party upon notice to the other party, if the other party has a licence, permit or approval revoked by competent authorities which compromises its ability to grant the licenses contemplated in the Research IP Agreement or its ability to perform under the Research IP Agreement.

In December 2022, Psyence entered into a royalty-bearing, binding term sheet for the commercial licensing of intellectual property (with the right to sub-license) from Filament, which is subject to the terms of a definitive license agreement, and grants Psyence the worldwide right to commercialize PEX010 within the designated fields of use, being anxiety and depression, including associated ailments, such as PTSD, stress, grief, and adjustment disorder within the context of palliative care (the “Commercial IP Term Sheet”). The license is granted on an exclusive basis within the UK, the European Union and the United States, and Psyence has a right of first refusal to extend its exclusive license beyond such territories, including Australia. Such commercial licensing rights apply in respect of phase III clinical trials, as well as the commercialization phase of the development of PEX010. Upon the entry of a generic product for sale in a country, the parties shall, in good faith, re-negotiate (on a country-by-country basis) the royalty rate or determine a termination date for the definitive license agreement and the royalty payments.

Under the Commercial IP Term Sheet, Filament is entitled to receive milestone payments of up to CAD$3 million over the course of Psyence’s clinical development and marketing authorizations achieved by Psyence, however should Psyence pursue a second or multiple indications, such aggregate milestone payments will increase accordingly. The second of these milestone payments is based on the size of each jurisdiction in which marketing authorization is obtained and is subject to an overall cap. Filament will also receive a royalty of 10% of future net sales, as well as an annual exclusivity fee of CDN$250,000 per year (commencing on the date of Psyence’s Phase II clinical trial study report), which will be creditable against these future royalty fees.

In addition to the licensing rights described above, Filament has undertaken to support Psyence’s clinical trial efforts through the exclusive supply of the required quantities of PEX010 to Psyence based on Psyence’s good faith forecasts of its needs. Pursuant to the Commercial IP Term Sheet, Filament agrees to be the exclusive supplier to Psyence of any and all drug candidates within the designated fields of use and agrees not to supply PEX010 to any other clients pursuing a target indication within the designated fields of use in the territories in which Psyence has licensing exclusivity, subject to certain conditions. Filament will supply PEX010 to Psyence for no additional charge, subject to certain shared costs agreed upon on a case-by-case basis between the parties. Psyence agrees not to conduct research, development or analysis activities and agrees not to develop any products other than PEX010 within the designated fields of use, and Psyence and its representatives shall not solicit or engage in discussions with another supplier for the supply of drug candidates within the designated fields of use. Psyence has agreed to make clinical trial safety and efficacy data available to Filament for internal business use (among other things). Should Filament wish to use such data to pursue the commercialization of

 

9

 

PEX010 outside of Psyence’s exclusive territories, Filament shall pay Psyence a percentage of future net sales in the low double digits, for a period no more than 8 (eight) years.

The term of Commercial IP Term Sheet expires on a country-by-country basis, based on the entry of a generic product into the affected market. The license may be terminated early (a) by a party if the other party commits a breach of a material term of or warranty in this agreement and fails to remedy such breach; (b) by a party upon notice to the other party, if the other party becomes subject to bankruptcy proceedings; or (c) by Psyence upon 60 days’ notice to Filament.

Psyence has not performed any pre-clinical or clinical trials on PEX010. PEX010 is owned and has undergone clinical trials directed by Filament and its licensees. PEX010 has received regulatory approval to proceed into Phase I and II clinical trials in several jurisdictions worldwide. The FDA, Health Canada, MHRA, and the EMA have reviewed the chemistry, manufacturing, and controls and quality information of PEX010 through its associated filed DMFs/ IMPDs. The DMF for PEX010 is also on file with the Therapeutic Goods Administration (the “TGA”) in Australia. In addition to clinical trials, PEX010 is also already being administered to real-world patients via the Health Canada Special Access Program (“SAP”). Through the SAP, PEX010 is being prescribed for end-of-life distress as well as Major Depressive Disorder. As of June 23, 2023, 79 doses of PEX010 have been administered to 67 patients. Despite the serious condition of many of these patients, no serious adverse events or unexpected adverse events have been reported in any SAP administration.

Q.

What happens if a substantial number of NCAC Public Shareholders vote in favor of the Business Combination and exercise their redemption rights?

​

A.

NCAC Public Shareholders may vote in favor of the Business Combination and still exercise their redemption rights, although they are not required to vote in any way to exercise such redemption rights. Accordingly, the Business Combination may be consummated even though the funds available from the Trust Account and the number of NCAC Public Shareholders are substantially reduced as a result of redemptions by NCAC Public Shareholders.

​

If a NCAC Public Shareholder exercises his, her or its redemption rights, such exercise will not result in the loss of any warrants that such NCAC Public Shareholder may hold. As a result, any non-redeeming NCAC Public Shareholders would experience dilution to the extent such NCAC Public Warrants are exercised and additional Pubco Common Shares are issued. In addition, to the extent of any redemptions, fewer funds from the Trust Account would be available to Pubco to be used in its business following the consummation of the Business Combination.

Pubco projects that it will require an estimated $13.4 million for the first 12 months following the closing of the Business Combination. In the event that the proceeds of the Business Combination are lower than anticipated due to excessive redemptions, or Pubco is otherwise unable to obtain PIPE financing or alternative financing sources to meet its working capital and capital expenditure requirements, and the parties elect to waive the Minimum Cash Condition and consummate the Business Combination, Pubco’s liquidity position would be materially impaired and Pubco’s growth plans will be materially and adversely affected.

The Maximum Redemptions (40% Redemptions) scenario assumes that NCAC shareholders exercise their redemption rights with respect to 445,302 NCAC Public Shares upon consummation of the Business Combination (at a redemption price of approximately $11.07 per share based on cash and marketable securities held in the trust account as of March 31, 2023 and adjusted for the redemptions that occurred on July 7, 2023). If NCAC is unable to consummate the Business Combination because it does not have sufficient funds available after the NCAC Shareholder Redemption, NCAC will be forced to cease operations and liquidate the Trust Account if it does not complete an initial business combination 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 not have a firm commitment of such funding. NCAC’s Sponsor, officers and directors own 84.8% of the outstanding NCAC Ordinary Shares and therefore hold the votes needed to approve or reject the

 

10

 

Business Combination. NCAC’s Sponsor, officers and directors would allow the Business Combination to close absent sufficient funding to meet the Minimum Cash Condition.

The sensitivity table below shows the potential impact of redemptions on (i) the ownership of current NCAC shareholders and Psyence shareholders and (ii) the pro forma book value per share of the shares owned by NCAC Public Shareholders under different redemption scenarios, taking into account certain potential sources of dilution as detailed below. The sensitivity table below does not include shares underlying NCAC Working Capital Warrants as potential sources of dilution as such warrants may never be issued upon consummation of the Business Combination given that the Sponsor (or its designees) is under no obligation to convert the principal balance of the Promissory Note into units.

Furthermore, $6,550,000 of the underwriting fee was deferred and conditioned upon completion of a business combination (after giving effect to the waiver of 50% of the original $13,100,000 deferred underwriting fee). The underwriter has agreed to accept 50% of the deferred underwriting fee in cash and 50% in Pubco Common Shares. The following table illustrates the effective cash deferred underwriting fee on a percentage basis for public shares in the no redemption, 25% redemption, 50% redemption, 75% redemption and maximum redemption scenarios and is based on the following assumptions: (i) there are no other issuances of equity interests of NCAC or Psyence, (ii) neither the Sponsor nor any of Psyence’s current shareholders purchase NCAC Public Shares in the open market and (iii) no NCAC warrants are exercised.

​

Q.

Who will be the officers and directors of Pubco if the Business Combination is consummated?

​

A.

At the consummation of the Business Combination, the directors of Pubco will be Jody Aufrichtig, Dr. Neil Maresky, Marc Balkin, Chris Bull and Dr. Seth Feuerstein. Dr. Neil Maresky is expected to serve as Chief Executive Officer, Warwick Corden-Lloyd is expected to serve as Chief Financial Officer, and Jody Aufrichtig is expected to serve as Director and Strategic Business Development Officer of Pubco. See the section entitled “Management of Pubco Following the Business Combination.”

​

 

11

 

Q.

What conditions must be satisfied to complete the Business Combination?

​

A.

There are a number of closing conditions in the Business Combination Agreement, including that NCAC’s shareholders have approved and adopted the Business Combination Agreement and approved the Merger Proposal. For a summary of the conditions that must be satisfied or waived prior to completion of the Business Combination, please see the section entitled “The Business Combination Agreement.”

​

Q.

What happens if I sell my NCAC Ordinary Shares before the special meeting?

​

A.

The record date for the special meeting will be earlier than the date that the Business Combination is expected to be completed. If you transfer your NCAC Ordinary Shares after the record date, but before the special meeting, unless the transferee obtains from you a proxy to vote those shares, you will retain your right to vote at the special meeting. However, you will not be entitled to receive any Pubco Common Shares following the Closing because only NCAC’s shareholders on the date of the Closing will be entitled to receive Pubco Common Shares in connection with the Closing.

​

Q.

What vote is required to approve the proposals presented at the special meeting?

​

A.

The Business Combination Proposal:

​

The approval of the Business Combination Proposal requires an ordinary resolution under Cayman Islands law, being the affirmative vote of the holders of a majority of the outstanding NCAC Ordinary Shares who, being present and entitled to vote thereon at the special meeting, vote at the special meeting. Accordingly, a NCAC shareholder’s failure to vote by proxy or to vote in person at the special meeting, or an abstention from voting, will have no effect on the outcome of any vote on the Business Combination Proposal. The Business Combination Proposal is conditioned on the approval of the Merger Proposal. Therefore, if the Merger Proposal is not approved, the Business Combination Proposal will have no effect, even if approved by NCAC’s shareholders.

The Merger Proposal

The approval of the Merger Proposal requires a special resolution under Cayman Islands law, being the affirmative vote of the holders of a majority of at least two-thirds of the outstanding NCAC Ordinary Shares who, being present and entitled to vote thereon at the special meeting, vote at the special meeting. The Merger Proposal is conditioned on the approval of the Business Combination Proposal. Therefore, if the Business Combination Proposal is not approved, the Merger Proposal will have no effect, even if approved by NCAC’s shareholders.

The Organization Documents Proposal:

The approval of the Organizational Documents Proposal requires a special resolution under Cayman Islands law, being the affirmative vote of the holders of a majority of at least two-thirds of the NCAC Ordinary Shares who, being present in person (including virtually) or represented by proxy and entitled to vote at the special meeting, vote at the special meeting. Accordingly, a NCAC shareholder’s failure to vote by proxy or to vote in person at the special meeting, or an abstention from voting, will have no effect on the outcome of any vote on the Shareholder Adjournment Proposal. The Organizational Documents Proposal is conditioned on the approval of the Business Combination Proposal. Therefore, if the Business Combination Proposal is not approved, the Organizational Documents Proposal will have no effect, even if approved by NCAC’s shareholders.

The Advisory Articles Proposals:

The approval of any of the Advisory Articles Proposals require an ordinary resolution under Cayman Islands law but is not required by Cayman Islands law or Ontario law separate and apart from the Organizational Documents Proposal, but pursuant to SEC guidance, NCAC is required to submit these provisions to its shareholders separately for approval as an ordinary resolution. However, the shareholder votes regarding these proposals are advisory votes, and are not binding on NCAC or the NCAC Board (separate and apart from the approval of the Organizational Documents Proposal). The

 

12

 

Advisory Articles Proposals are conditioned on the approval of the Business Combination Proposal. Therefore, if the Business Combination Proposal is not approved, the Advisory Articles Proposals will have no effect, even if approved by NCAC’s shareholders.

The Incentive Plan Proposal:

The approval of the Incentive Plan Proposal requires an ordinary resolution, being the affirmative vote of the holders of a majority of the ordinary shares who, being present in person (including virtually) or represented by proxy and entitled to vote at the special meeting, vote at the special meeting. Accordingly, a NCAC shareholder’s failure to vote by proxy or to vote in person at the special meeting, or an abstention from voting, will have no effect on the outcome of any vote on the Incentive Plan Proposal. The Incentive Plan Proposal is conditioned on the approval of the Business Combination Proposal. Therefore, if the Business Combination Proposal is not approved, the Incentive Plan Proposal will have no effect, even if approved by NCAC’s shareholders.

The Director Proposal:

The approval of the Director Proposal requires an ordinary resolution, being the affirmative vote of the holders of a majority of the ordinary shares who, being present in person (including virtually) or represented by proxy and entitled to vote at the special meeting, vote at the special meeting. Accordingly, a NCAC shareholder’s failure to vote by proxy or to vote in person at the special meeting, or an abstention from voting, will have no effect on the outcome of any vote on the Director Proposal. The Director Proposal is conditioned on the approval of the Business Combination Proposal. Therefore, if the Business Combination Proposal is not approved, the Director Proposal will have no effect, even if approved by NCAC’s shareholders.

The Shareholder Adjournment Proposal:

The approval of the Shareholder Adjournment Proposal requires an ordinary resolution, being the affirmative vote of the holders of a majority of the ordinary shares who, being present in person (including virtually) or represented by proxy and entitled to vote at the special meeting, vote at the special meeting. Accordingly, a NCAC shareholder’s failure to vote by proxy or to vote in person at the special meeting of shareholders, or an abstention from voting, will have no effect on the outcome of any vote on the Shareholder Adjournment Proposal.

Q.

Do Psyence’s shareholders need to approve the Business Combination?

​

A.

Psyence’s sole shareholder, Pubco, has executed a shareholder resolution approving of the Business Combination, and therefore no further approval of the Business Combination by Psyence shareholders is required.

​

Q.

Will NCAC, Psyence or Pubco issue additional equity securities in connection with the consummation of the Business Combination?

​

A.

Pubco or NCAC may enter into equity financings in connection with the proposed Business Combination with their respective affiliates or any third parties if NCAC determines that the issuance of additional equity is necessary or desirable in connection with the consummation of the Business Combination. Any equity issuances could result in dilution of the relative ownership interest of the non-redeeming NCAC Public Shareholders or the former equity holders of Psyence.

​

Q.

How many votes do I have at the special meeting?

​

A.

NCAC’s shareholders are entitled to one vote at the special meeting for each NCAC Ordinary Share held of record as of the record date. As of the close of business on the record date, there were 8,788,021 outstanding NCAC Ordinary Shares.

​

Q.

How will the Sponsor, directors and officers vote?

​

A.

In connection with NCAC’s IPO, NCAC entered into agreements with NCAC’s Sponsor, officers and directors, pursuant to which each agreed to vote their NCAC Ordinary Shares in favor of the Business

​

 

13

 

Combination Proposal. Currently, the Sponsor holds approximately 84.8% of the issued and outstanding NCAC Ordinary Shares.

Q.

What interests do NCAC’s Sponsor, current officers and directors have in the Business Combination?

​

A.

NCAC’s Sponsor, directors and executive officers may have interests in the Business Combination that are different from, in addition to, or in conflict with, yours. These interests include, among other things, the interests listed below:

​

•

The NCAC Class B Ordinary Shares were acquired in March 2021 for an aggregate purchase price of $25,000, and such shares would become worthless if NCAC does not complete a business combination within the applicable time period, as the Sponsor has waived any right to redemption with respect to these shares for no consideration. Following the closing of the Business Combination, members of the Sponsor will beneficially own an aggregate of up to 4,455,000 Pubco Common Shares upon conversion of their NCAC Class B Ordinary Shares and NCAC Private Placement Shares (assuming all Backstop Shares have been transferred or forfeited). Such shares have an aggregate market value of approximately $49.94 million, based on the closing price of NCAC Public Shares on Nasdaq of $11.21 on November 8, 2023;

​

•

Members of the Sponsor will own 460,000 Pubco Public Warrants following the closing of the Business Combination, which will expire worthless if NCAC does not complete a business combination. Based on the closing price of NCAC Public Warrants of $0.0171 on Nasdaq on November 8, 2023, the Pubco Public Warrants to be held by the Sponsor would be valued at approximately $7,866;

​

•

NCAC’s Sponsor, affiliates of the Sponsor, officers and directors may make loans from time to time to NCAC to fund certain capital requirements. On January 17, 2023, NCAC issued the Promissory Note to the Sponsor, pursuant to which NCAC may borrow up to an aggregate principal amount of $1,000,000. The Promissory Note is non-interest bearing and payable upon the consummation of a business combination. Upon consummation of a business combination, the Sponsor shall have the option, but not the obligation, to convert the principal balance of the Promissory Note into NCAC Working Capital Units at a price of $10.00 per NCAC Working Capital Unit. Additional loans may be made after the date of this proxy statement/prospectus. The Sponsor previously extended the period of time to consummate the Business Combination by six months (for a total of up to 21 months to complete a Business Combination, from January 22, 2023 to July 22, 2023) by contributing an aggregate of $495,000 to NCAC (with NCAC depositing such funds into the Trust Account ($0.055 per NCAC Public Share) for each additional month), in exchange for a non-interest bearing, unsecured promissory note payable at the consummation of the Business Combination. The Sponsor has funded the entire $495,000 amount of the First Extension Note as of the date hereof. The Sponsor has extended the period of time to consummate the Business Combination by an additional six months (for a total of up to 27 months to complete a Business Combination, from July 22, 2023 to January 22, 2024) by contributing an aggregate of approximately $200,000 to NCAC (with NCAC depositing such funds into the Trust Account ($0.03 per NCAC Public Share) for each additional month), in exchange for a non-interest bearing, unsecured promissory note payable at the consummation of the Business Combination. The Sponsor has funded approximately $133,562.52 of the Second Extension Note as of the date hereof. If the Business Combination is not consummated, any outstanding loans, including the Promissory Note, the First Extension Note and the Second Extension Note, will not be repaid and will be forgiven except to the extent there are funds available to NCAC outside of the Trust Account;

​

•

NCAC’s Sponsor, officers and directors and their affiliates will not receive reimbursement for any out-of-pocket expenses incurred by them on NCAC’s behalf incident to identifying, investigating and consummating a business combination to the extent such expenses exceed the amount not required to be retained in the Trust Account, unless a business combination is consummated. As of the record date, the Sponsor and NCAC’s officers and directors and their affiliates had incurred no unpaid reimbursable expenses;

​

•

The appointment of Mr. Marc Balkin as a director of Pubco. As a director, in the future, Mr. Balkin may receive any cash fees, stock options or stock awards that the Pubco Board determines to pay to its directors;

​

 

14

 

•

The continued indemnification of current directors and officers of NCAC and the continuation of directors’ and officers’ liability insurance after the Business Combination;

​

•

The Sponsor and its affiliates will lose their entire investment in NCAC with respect to the NCAC Class B Ordinary Shares and NCAC Private Placement Units they own if an initial business combination is not completed, which were collectively purchased by such parties for an aggregate purchase price of $25,000 and $9,200,000, respectively. Such capital contributions would be lost if an initial business combination is not completed;

​

•

If NCAC is unable to complete a business combination within the required time period, the Sponsor and its affiliates stand to lose up to approximately $49,948,416 (based on the market value as of November 8, 2023), of the NCAC Class B Ordinary Shares detailed above, the market value (as of November 8, 2023) of the NCAC Private Placement Warrants detailed above and the amount loaned pursuant to the Promissory Note, the First Extension Note and the Second Extension Note; and

​

•

CCM, an affiliate of the Sponsor, is acting as financial advisor to NCAC. In connection therewith, CCM will be paid (i) an advisory fee in an amount equal to $1,000,000 paid in full simultaneously with the closing of NCAC’s initial business combination transaction or an equivalent dollar amount of common stock or equivalent equity of the publicly listed post-business combination company which shares shall be delivered between sixty (60) and ninety (90) calendar days following the closing of the transaction as determined by NCAC (the “Advisory Fee”); and (ii) 5.0% of gross proceeds raised from investors or other third parties and received by NCAC or the target company simultaneously with or before the closing of the transaction, including but not limited to, proceeds released from the Trust Account with respect to any NCAC shareholder that (x) entered into a non-redemption or other similar agreement or (y) did not redeem NCAC Class A Ordinary Shares, in each instance to the extent such shareholder was identified to NCAC by CCM (the “Offering Fee”, and, together with the Advisory Fee, the “Transaction Fee”) which shall be payable by NCAC and due to CCM simultaneously with the closing of the business combination transaction; provided, however, that NCAC may apply up to 50% of the Offering Fee (but no more than $500,000) as a reduction to the Advisory Fee.

​

These financial interests may mean that the Sponsor (and accordingly NCAC’s officers and directors who are members of the Sponsor) may be incentivized to complete the Business Combination, or an alternative business combination, with a less favorable target company or on terms less favorable to shareholders than they would otherwise recommend or approve, as the case may be, rather than allow NCAC to wind up having failed to consummate a business combination and lose their entire investment. For example, if the share price of Pubco Common Shares declined to $5.00 per share after the close of the Business Combination, NCAC Public Shareholders that purchased NCAC Public Shares in the IPO, would have a loss of $5.00 per share, while the Sponsor would have a gain because the Sponsor acquired its NCAC Class B Ordinary Shares for a nominal amount. In other words, the Sponsor can earn a positive rate of return on its investment even if NCAC Public Shareholders experience a negative rate of return in Pubco.

These interests may influence NCAC’s directors in making their recommendation to vote in favor of the approval of the Business Combination Proposal. Please read the section entitled “The Business Combination — Interests of NCAC’s Directors and Officers in the Business Combination.”

Q.

Will NCAC pay its Sponsor, officers or directors, or any entities with which they are affiliated, any finder’s fee, consulting fee or other compensation prior to, or for any services they rendered in order to effectuate, the consummation of our initial business combination?

​

A.

NCAC will not pay its Sponsor, officers or directors, or any entities with which they are affiliated, any finder’s fee, consulting fee or other compensation prior to, or for any services they rendered in order to effectuate, the consummation of our initial business combination, other than as described in NCAC’s final IPO prospectus, except that NCAC intends to pay CCM, an affiliate of the Sponsor, the Transaction Fee, which will be payable to CCM simultaneously with the closing of the business combination transaction. NCAC intends to pay the Transaction Fee despite disclosure to the contrary in NCAC’s final IPO prospectus in consideration for services rendered by CCM in connection with the Business

​

 

15

 

Combination. See “What interests do NCAC’s Sponsor, current officers and directors have in the Business Combination?” and “Risk Factors — Risks Related to NCAC and the Business Combination — There may be legal proceedings relating to payment of the Transaction Fee to CCM.”

Q.

What happens if the Business Combination Proposal is not approved?

​

A.

If the Business Combination Proposal is not approved, NCAC will have until January 24, 2024 to consummate an initial business combination following the extension detailed above.

​

Q.

Do I have redemption rights?

​

A.

If you are a holder of NCAC Public Shares, you may redeem your NCAC Public Shares for cash equal to their pro rata share of the aggregate amount on deposit in the Trust Account, which holds the proceeds of NCAC’s IPO, calculated as of two business days prior to the consummation of the Business Combination, including interest earned on the funds held in the Trust Account (such interest shall be net of taxes payable) and not previously released to NCAC to pay its taxes, divided by the number of then issued and outstanding NCAC Public Shares. Holders of the outstanding NCAC Public Warrants do not have redemption rights with respect to such warrants in connection with the Business Combination. The Sponsor has agreed to waive its redemption right with respect to the NCAC Ordinary Shares in connection with the completion of NCAC’s initial business combination for no consideration. The NCAC Class B Ordinary Shares will be excluded from the pro rata calculation used to determine the per-share redemption price. For illustrative purposes, based on funds in the trust account of approximately $12,675,982 on November 8, 2023, the estimated per share redemption price would have been approximately $11.38. Additionally, NCAC Public Shares properly tendered for redemption will only be redeemed if the Business Combination is consummated; otherwise, holders of such shares will only be entitled to a pro rata portion of the Trust Account in connection with the liquidation of the Trust Account.

​

Q.

Is there a limit on the number of shares I may redeem?

​

A.

A Public Shareholder, together with any affiliate of his or hers or any other person with whom he or she is acting in concert or as a “group” ​(as defined in Section 13(d)(3) of the Exchange Act) will be restricted from seeking redemption rights with respect to 15% or more of the NCAC Public Shares. Accordingly, all shares in excess of 15% of the NCAC Public Shares owned by a holder will not be redeemed. On the other hand, a Public Shareholder who holds less than 15% of the NCAC Public Shares may redeem all of the NCAC Public Shares held by him or her for cash.

​

Q.

Will how I vote affect my ability to exercise redemption rights?

​

A.

No. You may exercise your redemption rights whether you vote your NCAC Public Shares for or against the Business Combination Proposal or any other proposal described in this proxy statement/​prospectus, or do not vote your shares. As a result, the Business Combination Proposal can be approved by shareholders who will redeem their NCAC Public Shares and no longer remain shareholders, leaving shareholders who choose not to redeem their NCAC Public Shares holding shares in a company with a less liquid trading market, fewer shareholders, less cash and the potential inability to meet the listing standards of Nasdaq.

​

Q.

How do I exercise my redemption rights?

​

A.

In order to exercise your redemption rights, you must, prior to 5:00 p.m., Eastern time, on November 28, 2023 (two business days before the special meeting), (i) submit a written request to Continental Stock Transfer & Trust Company, NCAC’s transfer agent, that NCAC redeem your NCAC Public Shares for cash, and (ii) deliver your shares to NCAC’s transfer agent physically or electronically through the Depository Trust Company (“DTC”). The address of NCAC’s transfer agent is listed under the question “Who can help answer my questions?” below. NCAC requests that any requests for redemption include the identity as to the beneficial owner making such request. Electronic delivery of your shares generally will be faster than delivery of physical share certificates.

​

A physical share certificate will not be needed if your shares are delivered to NCAC’s transfer agent electronically. In order to obtain a physical share certificate, a shareholder’s broker and/or clearing

 

16

 

broker, DTC and NCAC’s transfer agent will need to act to facilitate the request. It is NCAC’s understanding that shareholders should generally allot at least one week to obtain physical certificates from the transfer agent. However, because NCAC does not have any control over this process or over the brokers or DTC, it may take significantly longer than one week to obtain a physical share certificate. If it takes longer than anticipated to obtain a physical certificate, shareholders who wish to redeem their shares may be unable to obtain physical certificates by the deadline for exercising their redemption rights and thus will be unable to redeem their shares.

Any demand for redemption, once made, may be withdrawn at any time until the deadline for exercising redemption requests and thereafter, with NCAC’s consent. If you delivered your shares for redemption to NCAC’s transfer agent and decide within the required timeframe not to exercise your redemption rights, you may request that NCAC’s transfer agent return the shares (physically or electronically). Such requests may be made by contacting NCAC’s transfer agent at the phone number or address listed under the question “Who can help answer my questions?”

Q.

What are the U.S. federal income tax consequences of exercising my redemption rights?

​

A.

U.S. holders (as defined below in “Material U.S. Federal Income Tax Considerations”) of NCAC Ordinary Shares who exercise their redemption rights to receive cash from the Trust Account in exchange for their NCAC Public Shares generally will be required to treat the transaction as a sale of such shares and recognize gain or loss upon the redemption in an amount equal to the difference, if any, between the amount of cash received and the tax basis of the Ordinary Shares redeemed. There may be certain circumstances in which the redemption may be treated as a distribution for U.S. federal income tax purposes, or as integrated with the Business Combination. Please see the section entitled “Material U.S. Federal Income Tax Considerations — Redemption of NCAC Class A Ordinary Shares Pursuant to the NCAC Shareholder Redemption” for a more complete discussion of the U.S. federal income tax considerations of an exercise of redemption rights.

​

Q:

If I hold NCAC Public Warrants, can I exercise redemption rights with respect to my warrants?

​

A:

No. There are no redemption rights with respect to the NCAC Public Warrants.

​

Q.

If I hold NCAC Public Warrants, what are the U.S. federal income tax consequences of my NCAC Public Warrants converting into Pubco Public Warrants?

​

A.

In connection with the Business Combination, each issued and outstanding NCAC Public Warrant will cease to represent a right to acquire NCAC Public Shares and will instead represent the right to acquire the same number of Pubco Common Shares, at the same exercise price and on the same terms as in effect immediately prior to the closing of the Business Combination.

​

Subject to the discussion in the section entitled “Material U.S. Federal Income Tax Considerations”, including the passive foreign investment company (or “PFIC”) rules discussed therein, the surrender by NCAC Public Shareholders of NCAC Public Shares (and, if such NCAC Public Shareholders also hold NCAC Public Warrants, the conversion of such NCAC Public Warrants into Pubco Public Warrants pursuant to the terms of the NCAC Public Warrants) and the acquisition of Pubco Common Shares by holders of NCAC Class A Ordinary Shares in exchange therefor resulting from the Merger, taken together with the Company Exchange, is expected to qualify as a transfer of property to a corporation in exchange for shares qualifying for non-recognition of gain or loss under Section 351(a) of the Code (a “Section 351 Exchange”).

If the Company Exchange and the Merger, taken together, qualify as a Section 351 Exchange, a U.S. holder of NCAC Public Warrants could be treated as transferring its NCAC Public Warrants to Pubco in exchange for Pubco Public Warrants in an exchange governed only by Section 351 of the Code. If so treated, a U.S. holder could be required to recognize gain (but not loss) in an amount equal to the lesser of (i) the amount of gain realized by such holder (generally, the excess of (x) the sum of the fair market values of the Pubco Public Warrants treated as received by such holder and the Pubco Common Shares received by such holder, if any, over (y) such holder’s aggregate adjusted tax basis in the NCAC Public Warrants and NCAC Ordinary Shares, if any, exchanged therefor) and (ii) the fair market value of the Pubco Public Warrants received by such holder in such exchange. Alternatively,

 

17

 

it is possible that a U.S. holder of NCAC Public Warrants could be treated as exchanging such NCAC Public Warrants for “new” warrants. If so treated, a U.S. holder could be required to recognize gain or loss in such deemed exchange in an amount equal to the difference between the fair market value of the Pubco Public Warrants held by such holder immediately following the Merger and the adjusted tax basis of the NCAC Public Warrants held by such holder immediately prior to the Merger. See the section entitled “Material U.S. Federal Income Tax Considerations” below for a more detailed discussion of the tax consequences to holders of NCAC Public Warrants.

Notwithstanding such tax consequences, because of the legal and factual uncertainties described above, and the absence of guidance on certain aspects of the proposed transactions, the applicable tax treatment is not free from doubt, and the IRS or a court could take a different position.

Q:

Do I have appraisal rights or dissenters’ rights if I object to the proposed Business Combination?

​

A:

No. There are no appraisal or dissenters’ rights available to holders of NCAC Ordinary Shares in connection with the Business Combination.

​

In relation to the Merger and the holders of NCAC Ordinary Shares, the Companies Act prescribes when shareholder appraisal or dissent rights are available and sets limitations on such rights. Where such rights are available, shareholders are entitled to receive fair value for their shares. However, regardless of whether such rights are or are not available, the holders of the NCAC Ordinary Shares are entitled to exercise the rights of redemption as set out herein, and the NCAC Board has determined that the redemption proceeds payable to the holders of the NCAC Ordinary Shares who exercise such redemption rights represent the fair value of those shares. Summaries of the relevant sections of the Companies Act follow:

Section 238. (1) provides that a member of a constituent company incorporated thereunder shall be entitled to payment of the fair value of that person’s shares upon dissenting from a merger or consolidation.

Section 239. (1) provides that no rights under section 238 of the Companies Act shall be available in respect of the shares of any class for which an open market exists on a recognized stock exchange or recognized interdealer quotation system at the expiry date of the period allowed for written notice of an election to dissent under section 238(5) of the Companies Act, provided that such section shall not apply if the holders thereof are required by the terms of a plan of merger or consolidation pursuant to section 233 or 237 of the Companies Act to accept for such shares anything except: (a) shares of a surviving or consolidated company, or depository receipts in respect thereof; (b) shares of any other company, or depository receipts in respect thereof, which shares or depository receipts at the effective date of the merger or consolidation, are either listed on a national securities exchange or designated as a national market system security on a recognized interdealer quotation system or held of record by more than two thousand holders; (c) cash in lieu of fractional shares or fractional depository receipts described in paragraphs (a) and (b); or (d) any combination of the shares, depository receipts and cash in lieu of fractional shares or fractional depository receipts described in paragraphs (a), (b) and (c).

Q:

What happens if the Business Combination is not consummated?

​

A:

There are certain circumstances under which the Business Combination Agreement may be terminated. See the section entitled “The Business Combination Agreement” for information regarding the parties’ specific termination rights.

​

If, as a result of the termination of the Business Combination Agreement or otherwise, NCAC is unable to complete a business combination by January 24, 2024, or extend/amend such date in accordance with the Amended and Restated Articles, NCAC will: (i) cease all operations except for the purpose of winding up; (ii) as promptly as reasonably possible but not more than 10 business days thereafter, redeem the NCAC Public Shares, at a per-share price, payable in cash, equal to the aggregate amount then on deposit in the Trust Account including interest earned on the funds held in the Trust Account and not previously released to us (less taxes payable and up to $100,000 of interest to pay dissolution expenses), divided by the number of then outstanding NCAC Public Shares, which

 

18

 

redemption will completely extinguish NCAC Public Shareholders’ rights as shareholders (including the right to receive further liquidation distributions, if any); and (iii) as promptly as reasonably possible following such redemption, subject to the approval of NCAC’s remaining shareholders and NCAC’s board of directors, liquidate and dissolve, subject in each case to NCAC’s obligations under Cayman Islands law to provide for claims of creditors and the requirements of other applicable law. Holders of NCAC Class B Ordinary Shares have waived any right to any liquidation distribution with respect to those shares for no consideration.

In the event of liquidation, there will be no distribution with respect to outstanding NCAC Warrants. Accordingly, the NCAC Warrants will expire worthless.

Q:

Did the NCAC Board obtain a fairness opinion in determining whether or not to proceed with the Business Combination?

​

A:

Yes. Pursuant to the NCAC Amended and Restated Articles, and as provided in the NCAC IPO prospectus, NCAC is only required to obtain an opinion from an independent investment banking firm or another independent firm that commonly renders valuation opinions that such an initial business combination is fair to NCAC from a financial point of view, if NCAC would seek to complete an initial business combination with a business combination target that is affiliated with the Sponsor, or NCAC’s directors or officers. No prior conflicts or affiliate relationship existed between members of the NCAC Board and management, on the one hand, and Psyence, on the other hand. As such, an opinion was not required under the NCAC Amended and Restated Articles. However, the NCAC Board obtained a fairness opinion from RNA Advisors, LLC (“RNA” or the “Fairness Advisor”), dated March 18, 2023, which provided that, as of that date and based on and subject to the assumptions, limitations, qualifications and other conditions set forth therein, Psyence’s implied valuation in the Business Combination of US$50,000,000 was fair, from a financial point of view, to NCAC. NCAC obtained such fairness opinion to (i) inform themselves with respect to all material information reasonably available to them and (ii) act with appropriate care in considering the Business Combination. See the section of this proxy statement/prospectus entitled “Proposal No. 1: The Business Combination Proposal — Opinion of RNA, the NCAC Board’s Financial Advisor” for additional information.

​

Q:

When is the Business Combination expected to be completed?

​

A:

It is currently anticipated that the Business Combination will be consummated promptly following the special meeting, provided that all other conditions to the consummation of the Business Combination have been satisfied or waived.

​

For a description of the conditions to the completion of the Business Combination, see the section entitled “The Business Combination Agreement.”

Q:

What do I need to do now?

​

A:

You are urged to carefully read and consider the information contained in this proxy statement/​prospectus, including the financial statements and annexes attached hereto, and to consider how the Business Combination will affect you as a shareholder. You should then vote as soon as possible in accordance with the instructions provided in this proxy statement/prospectus on the enclosed proxy card or, if you hold your shares through a brokerage firm, bank or other nominee, on the voting instruction form provided by the broker, bank or nominee.

​

Q:

How do I vote?

​

A:

If you were a holder of record of NCAC Ordinary Shares on November 13, 2023, the record date for the special meeting, you may vote with respect to the applicable proposals in person at the special meeting or by completing, signing, dating and returning the enclosed proxy card in the postage-paid envelope provided. If you hold your shares in “street name,” which means your shares are held of record by a broker, bank or other nominee, your broker, bank or other nominee will send you separate instructions describing the procedure for voting your shares. If applicable, simply complete, sign and date your voting instruction card and return it in the postage-paid envelope provided to ensure that your vote is counted. Alternatively, you may vote by telephone or over the internet as instructed by your broker, bank

​

 

19

 

or other nominee. If you wish to attend the special meeting and vote in person, you must obtain a proxy from your broker, bank or nominee. Holders of NCAC Ordinary Shares are encouraged to vote in advance of the special meeting.

If you have any questions or need assistance voting your shares, please call our proxy solicitor, Advantage Proxy, at (877) 870-8565; banks and brokers may reach Advantage Proxy at (206) 870-8565.

Q:

What will happen if I abstain from voting or fail to vote at the special meeting?

​

A:

At the special meeting, NCAC will count a properly executed proxy marked “ABSTAIN” with respect to a particular proposal as present for purposes of determining whether a quorum is present. For purposes of approval, an abstention or failure to vote, under Cayman Islands law will not constitute votes cast at the special meeting and therefore will have no effect on the approval of the proposals.

​

Q:

What will happen if I sign and return my proxy card without indicating how I wish to vote?

​

A:

Signed and dated proxies received by NCAC without an indication of how the shareholder intends to vote on a proposal will be voted in favor of each proposal presented to the shareholders.

​

Q.

Do I need to attend the special meeting to vote my shares?

​

A.

No. You are invited to attend the special meeting to vote on the proposals described in this proxy statement/prospectus. However, you do not need to attend the special meeting to vote your shares. Instead, you may submit your proxy by signing, dating and returning the applicable enclosed proxy card(s) in the pre-addressed postage-paid envelope. Your vote is important. NCAC encourages you to vote as soon as possible after carefully reading this proxy statement/prospectus.

​

Q.

If I am not going to attend the special meeting in person, should I return my proxy card instead?

​

A.

Yes. After carefully reading and considering the information contained in (and incorporated by reference into) this proxy statement/prospectus, please submit your proxy, as applicable, by completing, signing, dating and returning the enclosed proxy card in the postage-paid envelope provided.

​

Q.

If my shares are held in “street name,” will my broker, bank or nominee automatically vote my shares for me?

​

A.

No. If your broker holds your shares in its name and you do not give the broker voting instructions, under the applicable stock exchange rules, your broker may not vote your shares on any of the proposals.

​

Q.

May I change my vote after I have mailed my signed proxy card?

​

​

A.

Yes. If you are a shareholder of record, you may change your vote by sending a later-dated, signed proxy card to Advantage Proxy at P.O. Box 13581, Des Moines, WA 98198 prior to the vote at the special meeting, or attend the special meeting and vote in person. You also may revoke your proxy by sending a notice of revocation to Advantage Proxy at P.O. Box 13581, Des Moines, WA 98198, provided such revocation is received prior to the vote at the special meeting. If your shares are held in street name by a broker or other nominee, you must contact the broker or nominee to change your vote.

​

Q.

What should I do if I receive more than one set of voting materials?

​

A.

You may receive more than one set of voting materials, including multiple copies of this proxy statement/​prospectus and multiple proxy cards or voting instruction cards. For example, if you hold your shares in more than one brokerage account, you will receive a separate voting instruction card for each brokerage account in which you hold shares. If you are a holder of record and your shares are registered in more than one name, you will receive more than one proxy card. Please complete, sign, date and return each proxy card and voting instruction card that you receive in order to cast your vote with respect to all of your shares.

​

Q.

What is the quorum requirement for the special meeting?

​

A.

A quorum will be present at the special meeting if a majority of the NCAC Ordinary Shares outstanding and entitled to vote at the meeting is represented in person or by proxy. In the absence of a quorum, a

​

 

20

 

majority of NCAC’s shareholders, present in person or represented by proxy, and voting thereon will have the power to adjourn the special meeting.

Your shares will be counted towards the quorum only if you submit a valid proxy (or your broker, bank or other nominee submits one on your behalf) or if you vote in person at the special meeting. Abstentions will be counted towards the quorum requirement. If there is no quorum, a majority of the shares represented by shareholders present at the special meeting or by proxy may authorize adjournment of the special meeting to another date.

Q.

What happens to NCAC Warrants I hold if I vote my NCAC Class A Ordinary Shares against approval of the Business Combination Proposal and validly exercise my redemption rights?

​

A.

Properly exercising your redemption rights as a NCAC shareholder does not result in either a vote “FOR” or “AGAINST” the Business Combination Proposal or any of the other proposals described in this proxy statement/prospectus. If the Business Combination is completed, all of your NCAC Warrants will automatically convert into warrants to purchase Pubco Common Shares as described in this proxy statement/prospectus. If the Business Combination is not completed, you will continue to hold your NCAC Warrants, and if NCAC does not otherwise consummate an initial business combination by January 22, 2024, or extend/amend such date in accordance with the Amended and Restated Articles, NCAC will be required to liquidate and dissolve, and your warrants will expire worthless.

​

Q.

Who will solicit and pay the cost of soliciting proxies?

​

​

A.

NCAC will pay the cost of soliciting proxies for the special meeting. NCAC has engaged Advantage Proxy to assist in the solicitation of proxies for the special meeting. NCAC has agreed to pay Advantage Proxy a fee of $10,000. NCAC will reimburse Advantage Proxy for reasonable out-of-pocket expenses and will indemnify Advantage Proxy and its affiliates against certain claims, liabilities, losses, damages and expenses. NCAC also will reimburse banks, brokers and other custodians, nominees and fiduciaries representing beneficial owners of Ordinary Shares for their expenses in forwarding soliciting materials to beneficial owners of NCAC Ordinary Shares and in obtaining voting instructions from those owners. NCAC’s directors, officers and employees may also solicit proxies by telephone, by facsimile, by mail, on the Internet or in person. They will not be paid any additional amounts for soliciting proxies.

​

Q.

Who can help answer my questions?

​

A.

If you have questions about the shareholder proposals, or if you need additional copies of this proxy statement/prospectus, or the proxy cards you should contact NCAC’s proxy solicitor:

​

Advantage Proxy
P.O. Box 13581
Des Moines, WA 98198
Attn: Karen Smith
Toll Free Telephone: (877) 870-8565
Main Telephone: (206) 870-8565
E-mail: ksmith@advantageproxy.com

You may also contact NCAC at:

Newcourt Acquisition Corp
2201 Broadway
Suite 705
Oakland, California 94612

To obtain timely delivery, NCAC’s shareholders and warrant holders must request the materials no later than five business days prior to the special meeting.

You may also obtain additional information about NCAC from documents filed with the SEC by following the instructions in the section entitled “Where You Can Find More Information.”

The accompanying proxy statement/prospectus incorporates important business and financial information about NCAC and Psyence from documents that are not included in or delivered with the

 

21

 

accompanying proxy statement/prospectus. This information is available to you without charge upon your request. You can obtain documents incorporated by reference into the accompanying proxy statement/​prospectus (other than certain exhibits or schedules to these documents) by requesting them in writing or by telephone from the appropriate company. Requests made to NCAC should be directed to the addresses and telephone numbers listed above. Requests made to Psyence should be directed to the address and telephone number noted below:

121 Richmond Street West
Penthouse Suite 1300
Toronto, Ontario M5H 2K1
+1 (416) 346-7764

If you intend to seek redemption of your NCAC Public Shares, you will need to send a letter demanding redemption and deliver your shares (either physically or electronically) to NCAC’s transfer agent prior to 5:00 p.m., New York time, on the second business day prior to the special meeting. If you have questions regarding the certification of your position or delivery of your shares, please contact:

Continental Stock Transfer & Trust Company
1 State Street, 30th Floor
New York, NY 10004
Attention: Mark Zimkind
Email: Mzimkind@continentalstock.com

 

22

 

23

 

24

 

25

 

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26

 

27

 

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28

 

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29

 

30

 

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No Redemptions

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25% Redemptions

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50% Redemptions

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75% Redemptions

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Maximum Redemptions

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Pro Forma Ownership

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Shares

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%

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​

Fully Diluted

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​

Shares

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%

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Fully Diluted

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​

Shares

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%

​

​

Fully Diluted

​

​

Shares

​

​

%

​

​

Fully Diluted

​

​

Shares

​

​

%

​

​

Fully Diluted

​

SPAC public shareholders

​

​

​

​

1,113,021

​

​

​

​

​

8.5%

​

​

​

​

​

4.2%

​

​

​

​

​

1,001,696

​

​

​

​

​

7.7%

​

​

​

​

​

3.8%

​

​

​

​

​

890,370

​

​

​

​

​

6.8%

​

​

​

​

​

3.4%

​

​

​

​

​

779,045

​

​

​

​

​

6.1%

​

​

​

​

​

3.0%

​

​

​

​

​

667,719

​

​

​

​

​

5.30%

​

​

​

​

​

2.6%

​

​

SPAC Founder Shares

​

​

​

​

3,535,000

​

​

​

​

​

26.8%

​

​

​

​

​

13.5%

​

​

​

​

​

3,535,000

​

​

​

​

​

27.0%

​

​

​

​

​

13.5%

​

​

​

​

​

3,535,000

​

​

​

​

​

27.3%

​

​

​

​

​

13.6%

​

​

​

​

​

3,535,000

​

​

​

​

​

27.5%

​

​

​

​

​

13.6%

​

​

​

​

​

3,535,000

​

​

​

​

​

27.74%

​

​

​

​

​

13.7%

​

​

Sponsor Private Placement shareholders

​

​

​

​

1,140,000

​

​

​

​

​

8.6%

​

​

​

​

​

4.3%

​

​

​

​

​

1,140,000

​

​

​

​

​

8.7%

​

​

​

​

​

4.4%

​

​

​

​

​

1,140,000

​

​

​

​

​

8.8%

​

​

​

​

​

4.4%

​

​

​

​

​

1,140,000

​

​

​

​

​

8.9%

​

​

​

​

​

4.4%

​

​

​

​

​

1,140,000

​

​

​

​

​

8.90%

​

​

​

​

​

4.4%

​

​

Third party advisors

​

​

​

​

402,500

​

​

​

​

​

3.1%

​

​

​

​

​

1.5%

​

​

​

​

​

402,500

​

​

​

​

​

3.1%

​

​

​

​

​

1.5%

​

​

​

​

​

402,500

​

​

​

​

​

3.1%

​

​

​

​

​

1.5%

​

​

​

​

​

402,500

​

​

​

​

​

3.1%

​

​

​

​

​

1.6%

​

​

​

​

​

402,500

​

​

​

​

​

3.20%

​

​

​

​

​

1.6%

​

​

PIPE Investors

​

​

​

​

2,000,000

​

​

​

​

​

15.2%

​

​

​

​

​

7.6%

​

​

​

​

​

2,000,000

​

​

​

​

​

15.3%

​

​

​

​

​

7.6%

​

​

​

​

​

2,000,000

​

​

​

​

​

15.4%

​

​

​

​

​

7.7%

​

​

​

​

​

2,000,000

​

​

​

​

​

15.6%

​

​

​

​

​

7.7%

​

​

​

​

​

2,000,000

​

​

​

​

​

15.69%

​

​

​

​

​

7.7%

​

​

Rollover equity shares of Target Group shareholders

​

​

​

​

5,000,000

​

​

​

​

​

37.9%

​

​

​

​

​

19.0%

​

​

​

​

​

5,000,000

​

​

​

​

​

38.2%

​

​

​

​

​

19.1%

​

​

​

​

​

5,000,000

​

​

​

​

​

38.6%

​

​

​

​

​

19.2%

​

​

​

​

​

5,000,000

​

​

​

​

​

38.9%

​

​

​

​

​

19.3%

​

​

​

​

​

5,000,000

​

​

​

​

​

39.20%

​

​

​

​

​

19.4%

​

​

Total Shares Outstanding, not reflecting potential sources of dilution

​

​

​

​

13,190,521

​

​

​

​

​

100.0%

​

​

​

​

​

​

​

​

​

​

​

13,079,196

​

​

​

​

​

100.0%

​

​

​

​

​

​

​

​

​

​

​

12,967,870

​

​

​

​

​

100.0%

​

​

​

​

​

​

​

​

​

​

​

12,856,545

​

​

​

​

​

100.0%

​

​

​

​

​

​

​

​

​

​

​

12,745,219

​

​

​

​

​

100.0%

​

​

​

​

​

​

​

​

31

 

​

32

 

33

 

34

 

​

35

 

​

36

 

​

37

 

​

​

​

Three Months Ended March 31, 2023

​

​

Year Ended December 31, 2022

​

​

For the Period From February 25, 2021 (Inception) Through December 31, 2021

​

Income Statement Data:

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

Total operating expenses

​

​

​

$

(771,493)

​

​

​

​

$

(1,293,977)

​

​

​

​

$

(334,288)

​

​

Net income (loss)

​

​

​

​

(24,489)

​

​

​

​

$

8,014,314

​

​

​

​

$

8,230,440

​

​

Weighted average shares outstanding, redeemable Class A ordinary shares

​

​

​

​

4,896,611

​

​

​

​

​

26,140,000

​

​

​

​

​

6,146,343

​

​

Basic and diluted net loss per share, redeemable Class A ordinary shares

​

​

​

$

0.15

​

​

​

​

$

0.38

​

​

​

​

$

6.72

​

​

Weighted average shares outstanding, non-redeemable Class A and Class B ordinary shares

​

​

​

​

6,535,000

​

​

​

​

​

6,535,000

​

​

​

​

​

6,594,170

​

​

Basic and diluted net loss per share, non-redeemable Class A and Class B ordinary shares

​

​

​

$

(0.00)

​

​

​

​

$

0.25

​

​

​

​

$

0.65

​

​

​

​

​

March 31, 2023

​

​

December 31, 2022

​

​

December 31, 2021

​

Balance Sheet Data:

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

Investments held in the Trust Account

​

​

​

$

16,115,127

​

​

​

​

$

257,725,405

​

​

​

​

$

255,002,424

​

​

Total assets

​

​

​

$

16,403,725

​

​

​

​

$

258,931,117

​

​

​

​

$

256,224,293

​

​

Total liabilities

​

​

​

$

14,879,603

​

​

​

​

$

14,271,212

​

​

​

​

$

19,578,702

​

​

Class A ordinary shares subject to possible redemption

​

​

​

$

16,176,025

​

​

​

​

$

258,554,215

​

​

​

​

$

255,000,000

​

​

Total shareholders’ deficit

​

​

​

$

(14,651,903)

​

​

​

​

$

(13,894,310)

​

​

​

​

$

(18,354,409)

​

​

38

 

​

​

​

As of March 31, 2023

​

​

As of March 31, 2022

​

​

As of March 31, 2021

​

ASSETS

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

Cash and cash equivalents

​

​

​

$

1,805,766

​

​

​

​

$

2,191,095

​

​

​

​

$

6,006,436

​

​

Restricted cash

​

​

​

​

40,000

​

​

​

​

​

40,000

​

​

​

​

​

—

​

​

Prepaids and other current assets

​

​

​

​

306,426

​

​

​

​

​

56,101

​

​

​

​

​

181,172

​

​

TOTAL ASSETS

​

​

​

$

2,152,192

​

​

​

​

$

2,287,196

​

​

​

​

$

6,187,608

​

​

LIABILITIES

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

Accounts payable and accrued liabilities

​

​

​

$

2,423,467

​

​

​

​

$

164,500

​

​

​

​

$

127,590

​

​

TOTAL LIABILITIES

​

​

​

$

2,423,467

​

​

​

​

$

164,500

​

​

​

​

$

127,590

​

​

EQUITY

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

Net parent investment

​

​

​

$

(271,275)

​

​

​

​

$

2,122,696

​

​

​

​

$

6,060,018

​

​

TOTAL LIABILITIES AND NET PARENT INVESTMENT

​

​

​

$

2,152,192

​

​

​

​

$

2,287,196

​

​

​

​

$

6,187,608

​

​

​

​

​

Fiscal Year Ended March 31, 2023

​

​

Fiscal Year Ended March 31, 2022

​

Revenue

​

​

​

$

—

​

​

​

​

​

—

​

​

Expenses

​

​

​

​

​

​

​

​

​

​

​

​

​

General and administrative

​

​

​

​

484,382

​

​

​

​

​

482,305

​

​

Research and development

​

​

​

​

2,126,762

​

​

​

​

​

171,335

​

​

Sales and marketing

​

​

​

​

9,292

​

​

​

​

​

21,862

​

​

Professional fees and consulting fees

​

​

​

$

1,655,663

​

​

​

​

​

1,641,574

​

​

Total operating expenses

​

​

​

$

4,276,099

​

​

​

​

​

2,317,076

​

​

Other Income

​

​

​

​

​

​

​

​

​

​

​

​

​

Interest income

​

​

​

$

(2,054)

​

​

​

​

​

—

​

​

Net loss before other comprehensive loss

​

​

​

$

4,274,045

​

​

​

​

​

2,317,076

​

​

Foreign currency translation (gain)/loss

​

​

​

$

(35,574)

​

​

​

​

​

2,856

​

​

Total comprehensive loss

​

​

​

$

4,238,471

​

​

​

​

​

2,319,932

​

​

39

 

40

 

​

​

​

Pro Forma Combined

​

In USD

​

​

Psyence Biomed Corp. (Historical for the year ended March 31, 2023)

​

​

NCAC (Historical for the year ended December 31, 2022)

​

​

Scenario 1 – Assuming no redemptions

​

​

Scenario 2 – Assuming maximum redemptions

​

Operating expenses

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

Sales and marketing

​

​

​

$

(7,024)

​

​

​

​

$

—

​

​

​

​

$

(7,024)

​

​

​

​

$

(7,024)

​

​

Research and development

​

​

​

​

(1,607,565)

​

​

​

​

​

—

​

​

​

​

​

(1,607,565)

​

​

​

​

​

(1,607,565)

​

​

General and administrative

​

​

​

​

(366,132)

​

​

​

​

​

(869,379)

​

​

​

​

​

(56,986,943)

​

​

​

​

​

(57,461,680)

​

​

Professional fees and consulting fees

​

​

​

​

(1,251,474)

​

​

​

​

​

(424,598)

​

​

​

​

​

(1,676,072)

​

​

​

​

​

(1,676,072)

​

​

Foreign exchange gain (loss)

​

​

​

​

26,890

​

​

​

​

​

—

​

​

​

​

​

26,890

​

​

​

​

​

26,890

​

​

Interest income

​

​

​

​

1,553

​

​

​

​

​

3,551,791

​

​

​

​

​

1,553

​

​

​

​

​

1,553

​

​

Total operating expense

​

​

​

​

(3,203,752)

​

​

​

​

​

(1,293,977)

​

​

​

​

​

(60,249,161)

​

​

​

​

​

(60,723,898)

​

​

Other income and (expense)

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

Change in fair value of warrants

​

​

​

​

—

​

​

​

​

​

5,756,500

​

​

​

​

​

5,756,500

​

​

​

​

​

5,756,500

​

​

Profit (loss) before income tax

​

​

​

​

(3,203,752)

​

​

​

​

​

8,014,314

​

​

​

​

​

(54,492,661)

​

​

​

​

​

(54,967,398)

​

​

Income tax (expense) benefit

​

​

​

​

—

​

​

​

​

​

—

​

​

​

​

​

—

​

​

​

​

​

—

​

​

Net income (loss)

​

​

​

$

(3,203,752)

​

​

​

​

$

8,014,314

​

​

​

​

$

(54,492,661)

​

​

​

​

$

(54,967,398)

​

​

Basic and diluted net loss per share, redeemable Class A ordinary shares

​

​

​

​

​

​

​

​

​

$

0.38

​

​

​

​

​

​

​

​

​

​

​

​

​

​

Basic and diluted net loss per share Class B ordinary shares

​

​

​

​

​

​

​

​

​

$

0.25

​

​

​

​

​

​

​

​

​

​

​

​

​

​

Pro forma weighted average number of shares outstanding – basic and diluted

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

13,190,521

​

​

​

​

​

12,745,219

​

​

Pro forma loss per share – basic and diluted

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

$

(4.13)

​

​

​

​

$

(4.31)

​

​

​

​

​

Pro Forma Combined

​

In USD

​

​

Target (Historical As of March 31, 2023)

​

​

NCAC (Historical As of March 31, 2023)

​

​

Scenario 1 – Assuming no redemptions

​

​

Scenario 2 – Assuming maximum redemptions

​

Total current assets

​

​

​

$

1,590,329

​

​

​

​

$

288,598

​

​

​

​

$

23,258,537

​

​

​

​

$

20,499,070

​

​

Total non-current assets

​

​

​

​

—

​

​

​

​

​

16,115,127

​

​

​

​

​

—

​

​

​

​

​

—

​

​

Total assets

​

​

​

$

1,590,329

​

​

​

​

$

16,403,725

​

​

​

​

$

23,258,537

​

​

​

​

$

20,499,070

​

​

Total current liabilities

​

​

​

$

1,790,783

​

​

​

​

$

14,879,603

​

​

​

​

$

1,789,332

​

​

​

​

$

3,957,632

​

​

Temporary equity

​

​

​

​

—

​

​

​

​

​

16,176,025

​

​

​

​

​

—

​

​

​

​

​

—

​

​

Total equity

​

​

​

​

(200,454)

​

​

​

​

​

(14,651,903)

​

​

​

​

​

21,469,205

​

​

​

​

​

16,541,438

​

​

Total equity and liabilities

​

​

​

$

1,590,329

​

​

​

​

$

16,403,725

​

​

​

​

$

23,258,537

​

​

​

​

$

20,499,070

​

​

41

 

42

 

RISK FACTORS

You should carefully consider the following risk factors, together with all of the other information included in this proxy statement/prospectus, before you decide whether to vote or instruct your vote to be cast to approve the proposals described in this proxy statement/prospectus. Certain of the following risk factors apply to the business and operations of Psyence and will also apply to the business and operations of Pubco following the completion of the Business Combination. The occurrence of one or more of the events or circumstances described in these risk factors, alone or in combination with other events or circumstances, may adversely affect the ability to complete or realize the anticipated benefits of the Business Combination, and may have a material adverse effect on the business, financial condition, results of operations, prospects and trading price of Pubco following the Business Combination. The risks discussed below may not prove to be exhaustive and are based on certain assumptions made by Pubco, NCAC and Psyence, which later may prove to be incorrect or incomplete. Pubco, NCAC and Psyence may face additional risks and uncertainties that are not presently known to such entity, or that are currently deemed immaterial, but which may also ultimately have an adverse effect on any such party.

Risks Related to Psyence’s Business and Industry

Unless the context otherwise requires, all references in this section to the “Company,” “we,” “us” or “our” refer to Psyence and its subsidiaries prior to the consummation of the Business Combination, which will be the business of Pubco and its subsidiaries following the consummation of the Business Combination.

We are a clinical-stage biotechnology company and have incurred significant losses since our inception. We anticipate that we will incur significant losses for the foreseeable future.

Investment in biotechnology product development is highly speculative because it entails substantial upfront capital expenditures and significant risk that any potential product candidate will fail to demonstrate effectiveness or an acceptable safety profile, gain regulatory approval and become commercially viable. All of Psyence’s product candidates will require substantial additional capital expenditures and development time, including extensive clinical research and resources, before it would be able to apply for and then receive marketing authorization and begin generating revenue from product sales.

Since its inception, Psyence has invested most of its resources in establishing strategic partnerships, securing intellectual property licensing rights, building its own intellectual property portfolio, raising capital, building its management team and providing general and administrative support for these operations. Psyence has incurred losses in each year since its inception and expects to incur significant losses for the foreseeable future. Psyence’s net loss for the years ended March 31, 2022 and March 31, 2023 was USD$1.85 million and USD$3.15 million, respectively. To date, no products have been approved for commercial sale and Psyence has not generated any revenue. Psyence has financed operations solely through the sale of equity securities and convertible debt financings. Psyence continues to incur significant research and development and other expenses related to ongoing operations and expects to incur losses for the foreseeable future, including following the completion of the Business Combination.

Due to the numerous risks and uncertainties associated with the development of its product candidates, Psyence is unable to predict the timing or amount of its expenses, or when it will be able to generate any meaningful revenue or achieve or maintain profitability, if ever. In addition, its expenses could increase beyond current expectations if Psyence is required by the Therapeutic Goods Administration in Australia (“TGA”), the U.S. Food and Drug Administration (“FDA”), the European Medicines Agency (“EMA”), Medicines and Healthcare products Regulatory Agency in the UK (“MHRA”), or other comparable foreign regulatory authorities, to perform preclinical studies or clinical trials in addition to those that Psyence currently anticipates, or if there are any delays in any of Psyence’s or its future collaborators’ clinical trials or the development of the existing product candidates and any other product candidates that Psyence may identify. Even if Psyence’s existing product candidates or any future product candidates that Psyence may identify are approved for commercial sale, Psyence anticipates incurring significant costs associated with commercializing any approved product and ongoing compliance efforts.

 

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Psyence has a limited operating history and expects a number of factors to cause its operating results to fluctuate on an annual basis, which may make it difficult to predict the future performance of Psyence.

Psyence is a clinical stage biotechnology development company with a limited operating history. Consequently, any predictions made about Psyence’s future success or viability may not be as accurate as they could be if Psyence had a longer operating history and additional definitive partnership agreements in place. Psyence’s operating results are expected to significantly fluctuate from quarter-to-quarter or year-to-year due to a variety of factors, many of which are beyond its control. Factors relating to Psyence’s business that may contribute to these fluctuations include, but are not limited to:

•

any delays or issues in finding, and establishing successful business arrangements with, pharmaceutical and product development partners to assist in moving its product candidates through the development and commercialization processes;

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•

delays in the commencement, enrolment and timing of clinical trials;

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•

the success of its preclinical trials;

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•

potential side effects of its product candidates that could delay or prevent approval or license-out agreements or cause an approved product candidate to be eliminated;

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•

its ability to obtain additional funding to develop its product candidates;

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its ability to attract and retain talented and experienced personnel to manage its business effectively;

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competition from existing psychedelic analogs companies or new psychedelic analogs companies that continue to emerge;

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assuming market authorization has been obtained for our product candidates, the ability of patients or healthcare providers to obtain coverage or sufficient reimbursement for such products;

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its ability to adhere to clinical study requirements directly or with third parties such as clinical research organizations (“CROs”);

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its dependency on third-party manufacturers to manufacture products and key ingredients;

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its ability to establish or maintain collaborations, licensing or other transactions;

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its ability to defend against any challenges to its intellectual property, including claims of patent infringement;

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its ability to enforce its intellectual property rights against potential competitors;

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its ability to secure additional intellectual property protection for its product candidates and associated manufacturing methods currently under development;

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a biological or chemical effect that Psyence does not predict;

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adverse economic circumstances;

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•

potential liability claims; and

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the duration and effects of COVID-19 on Psyence’s personnel, business, operations and financial condition.

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Accordingly, the results of any historical financial periods should not be relied upon as indications of future operating performance.

Psyence has never generated revenue and may never be profitable.

Psyence may never be able to develop or commercialize marketable products or achieve profitability. Revenue from the sale of any product candidate for which regulatory approval is obtained will be dependent, in part, upon the size of the markets in the territories for which Psyence gains regulatory approval, the accepted price for the product, the acceptance of the product by physicians and patients, the ability to obtain reimbursement at any price and whether Psyence owns the commercial rights for that territory. Psyence’s growth strategy depends on its ability to generate revenue. In addition, if the number of addressable patients

 

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is not as anticipated, the indication or intended use approved by regulatory authorities is narrower than expected, or the reasonably accepted population for treatment is narrowed by competition, physician choice or treatment guidelines, Psyence may not generate significant revenue from sales of such products, even if approved. Even if Psyence is able to generate revenue from the sale of any approved products, Psyence may not become profitable and may need to obtain additional funding to continue operations. Even if Psyence were to achieve profitability in the future, it may not be able to sustain profitability in subsequent periods.

Psyence’s failure to achieve sustained profitability would depress the value of Pubco following the Business Combination and could impair its ability to raise capital, expand the business, diversify its research and development pipeline, market its product candidates, if approved, and pursue or continue operations. Psyence’s prior losses, combined with expected future losses, have had and will continue to have an adverse effect on shareholders’ equity and working capital.

Even if the Business Combination is consummated, Pubco will require substantial additional funding to achieve its business goals, and if it is unable to obtain this funding when needed and on acceptable terms, it could be forced to delay, limit or terminate its product development efforts.

Psyence’s clinical trial and product development pipeline currently consists of one active preclinical study in Canada, and one Phase IIb study currently under review in Australia. We have also obtained approval from the MHRA to conduct a Phase IIa study in the UK, which was not initiated due to certain cost-effective incentives provided by Australia. Once the Phase IIb study in Australia is completed, a Phase III pivotal study program will begin, of which the size and number of trials will depend on the results of the Phase IIb study, the advice given to Psyence from the regulatory authorities and whether the FDA will assess the program as being fast-tracked or eligible as a breakthrough therapy. If the assessment is the latter, the Phase III program could be smaller than anticipated and less than the usual required two pivotal studies to support market authorization.

Psyence intends to submit the NDA requesting assessment via the 505(b)(2) pathway. A 505(b)(2) application is an NDA that contains full reports of investigations of safety and effectiveness, where at least some of the information required for approval comes from studies not conducted by or for the applicant, and for which the applicant has not obtained a right of reference or use, including, for example, the agency’s finding of safety and/or effectiveness for a listed drug or published literature. This could potentially allow for a shorter development program along with less data that is developed by Psyence, as compared to a regular NDA submission. Despite the usage of psilocybin for decades, there have been relatively few studies pertaining to psilocybin products due to the ban on the research into psychedelics. However, recently, academic institutions have been allowed to conduct such studies.

Conducting clinical trials and developing biopharmaceutical products is expensive and time consuming, and we expect to require substantial additional capital to conduct research, preclinical studies and clinical trials for the current and future trials, seek regulatory approvals for our product candidates and launch and commercialize any products for which Psyence may receive regulatory approval, including building our own commercial sales, marketing and distribution organization. Our management and strategic decision makers have not made decisions regarding the future allocation of certain resources among Psyence’s pipeline of trials, but continue to evaluate the needs and opportunities with respect to each of these trials routinely and on a case-by-case basis. Because the outcome of any preclinical or clinical development and regulatory approval process is highly uncertain (including the size and quantum of the Phase III registrational program), Psyence cannot reasonably estimate the actual amounts necessary to successfully complete the development, regulatory approval process and potential commercialization of its product candidates and any future product candidates it may identify.

Psyence expects that the cash provided in the Business Combination, together with Psyence’s existing cash, will be sufficient to fund operations through 18 months following the Closing. However, Psyence’s operating plan may change as a result of many factors currently unknown, and Psyence may need to seek additional funds sooner than planned, through public or private equity or debt financings, sales of assets or programs, other sources, such as strategic collaborations or license and development agreements, or a combination of these approaches. Even if Psyence believes that its funds are sufficient for its current or future operating plans, it may opportunistically seek additional capital if market conditions are favorable or for specific strategic considerations. Psyence’s spending will vary based on new and ongoing product

 

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development and business development activities. Any such additional fundraising efforts for Psyence may divert management from their day-to-day activities, which may adversely affect Psyence’s ability to develop and commercialize product candidates that Psyence may identify and pursue. Moreover, such financing may result in dilution to shareholders, imposition of debt covenants and repayment obligations, or other restrictions that may affect Psyence’s business. Changing circumstances, some of which may be beyond Psyence’s control, could cause Psyence to consume capital significantly faster than currently anticipated, and Psyence may need to seek additional funds sooner than planned. Psyence’s future funding requirements, both short-term and long-term, will depend on many factors, including, but not limited to:

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the time and cost necessary to complete ongoing and planned clinical trials;

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the outcome, timing and cost of meeting regulatory requirements established by the TGA, FDA, the EMA, the MHRA and other comparable foreign regulatory authorities;

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the progress, timing, scope and costs of preclinical studies, clinical trials and other related activities for ongoing and planned clinical trials, and potential future clinical trials;

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the costs of obtaining clinical and commercial supplies of raw materials and drug products for Psyence’s product candidates, as applicable, and any other product candidates Psyence may identify and develop;

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Psyence’s ability to successfully identify and negotiate acceptable terms for third-party supply and contract manufacturing agreements with contract manufacturing organizations (“CMOs”);

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the costs of commercialization activities for any of Psyence’s product candidates that receive marketing approval, including the costs and timing of establishing product sales, marketing, distribution and manufacturing capabilities, or entering into strategic collaborations with third parties to leverage or access these capabilities;

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the amount and timing of sales and other revenues from Psyence’s product candidates, if approved, including the sales price and the availability of coverage and adequate third-party reimbursement;

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the cash requirements of developing Psyence’s programs and Psyence’s ability and willingness to finance their continued development;

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the cash requirements of any future acquisitions or discovery of product candidates;

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the time and cost necessary to respond to technological and market developments, including other products that may compete with one or more of Psyence’s product candidates;

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the costs of acquiring, licensing or investing in intellectual property rights, products, product candidates and businesses;

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the costs of maintaining, expanding and protecting Psyence’s intellectual property portfolio;

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its ability to attract, hire and retain qualified personnel as Psyence expands research and development and establishes a commercial infrastructure; and

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the costs of operating as a public company in the United States and maintaining a listing on Nasdaq.

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Psyence cannot be certain that additional funding will be available on acceptable terms, or at all. Market volatility resulting from the COVID-19 pandemic and the related U.S. and global economic impact or other factors could also adversely impact the ability to access funds as and when needed. If adequate funds are not available to Psyence on a timely basis, Psyence may be required to delay, limit or terminate one or more research or development programs or trials or the potential commercialization of any approved products or be unable to expand operations or otherwise capitalize on business opportunities, as desired, which could materially affect Psyence’s business, prospects, financial condition and results of operations.

We depend on our current key personnel and our ability to attract and retain employees.

Our future growth and success depends on our ability to recruit, retain, manage and motivate our employees. We are highly dependent on our current management and scientific personnel, including Dr. Neil Maresky (Chief Executive Officer), Jody Aufrichtig (Executive Chairman), Warwick Corden-Lloyd

 

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(Chief Financial Officer), Dr. Clive Ward-Able (Medical Director) and Taryn Vos (General Counsel). The inability to hire or retain experienced management personnel could adversely affect our ability to execute our business plan and harm our operating results. Due to the specialized scientific and managerial nature of our business, we rely heavily on our ability to attract and retain qualified scientific, technical and managerial personnel. The competition for qualified personnel in the pharmaceutical field is intense and we may be unable to continue to attract and retain qualified personnel necessary for the development of our business or to recruit suitable replacement personnel.

The pro forma financial statements are presented for illustrative purposes only and may not be an indication of Pubco’s financial condition or results of operations following the completion of the Business Combination.

The pro forma financial statements contained in this proxy statement/prospectus are presented for illustrative purposes only and may not be an indication of Pubco’s financial condition or results of operations following the completion of the Business Combination for several reasons. The pro forma financial statements have been derived from the historical financial statements of NCAC and Psyence and adjustments and assumptions have been made regarding Pubco after giving effect to the Business Combination. The information upon which these adjustments and assumptions have been made is preliminary, and these kinds of adjustments and assumptions are difficult to make with accuracy. Moreover, the pro forma financial statements do not reflect all costs that are expected to be incurred by Pubco in connection with the Business Combination. For example, the impact of any incremental costs incurred in integrating NCAC and Psyence are not reflected in the pro forma financial statements. As a result, the actual financial condition and results of operations of Pubco following the completion of the Business Combination may not be consistent with, or evident from, these pro forma financial statements. The assumptions used in preparing the pro forma financial information may not prove to be accurate, and other factors may affect Pubco’s financial condition or results of operations following the Business Combination. Any decline or potential decline in Pubco’s financial condition or results of operations may cause significant variations in the market price of Pubco’s securities.

Our historical financial results and our unaudited pro forma combined financial statements may not be representative of our results as a separate, stand-alone company.

The historical financial information we have included in this proxy statement/prospectus has been derived from the financial statements and accounting records of Psyence Group Inc. and does not necessarily reflect what our financial position, results of operations or cash flows would have been had we been a separate, stand-alone company during the periods presented. The historical information does not necessarily indicate what our results of operations, financial position, cash flows or costs and expenses will be in the future. Our pro forma financial information set forth under “Unaudited Pro Forma Combined Financial Information” reflects changes to our operations as a result of the separation. However, there can be no assurances that this unaudited pro forma combined financial information will appropriately reflect our financial position or results of operations as a separate, stand-alone company.

The psychedelic therapy and biotechnology industries are undergoing rapid growth and substantial change, which has resulted in an increase in competitors, consolidation and formation of strategic relationships. Acquisitions or other consolidating transactions could harm Psyence in a number of ways, including by losing strategic partners if they are acquired by or enter into relationships with a competitor, losing customers, revenue and market share, or forcing Psyence to expend greater resources to meet new or additional competitive threats, all of which could harm Psyence’s operating results.

The psychedelic therapy and biotechnology industries are intensely competitive and subject to rapid and significant technological change. Psyence has competitors in Canada, the United States, Europe and other jurisdictions, including major multinational pharmaceutical companies, established biotechnology companies, specialty pharmaceutical and generic drug companies and universities and other research institutions. Many of its competitors have greater financial and other resources, such as larger research and development staff and more experienced marketing and manufacturing organizations than it does. Large pharmaceutical companies, in particular, have extensive experience in, and substantial capital resources for, conducting research, molecular derivative development, obtaining regulatory approvals, obtaining intellectual property protection and establishing key relationships. These companies also have significantly greater

 

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sales and marketing capabilities and experience in completing collaborative transactions in Psyence’s target markets with leading companies and research institutions.

Psyence’s competitors may introduce new psychedelic analogs or develop technological advances that compete with Psyence. Psyence cannot predict the timing or impact of competitors introducing new psychedelic analogs or technological advances. Such competing psychedelic analogs may be safer, more effective, more effectively marketed, licensed or sold or have lower prices or superior performance features than Psyence’s psychedelic analogs, and this could negatively impact Psyence’s business and results of operations. Established pharmaceutical companies may also invest heavily to accelerate discovery and development of novel compounds or to in-license novel compounds that could make the psychedelic analogs that Psyence develops obsolete. As a result of any of these factors, Psyence’s competitors may succeed in obtaining patent protection or discovering, developing and commercializing psychedelic analogs before Psyence does or may develop psychedelic analogs that are deemed to be more effective or gain greater market acceptance than those of Psyence.

Smaller or early-stage companies may also prove to be significant competitors, particularly through collaborative transactions with large, established companies. In addition, many universities and private and public research institutions may become active in the development of novel compounds. Psyence’s competitors may succeed in developing, acquiring or licensing on an exclusive basis, technologies and psychedelic analogs that are more effective or less costly than any of the psychedelic analogs that Psyence is currently developing or that it may develop, which could render its psychedelic analogs obsolete or non-competitive. If Psyence’s competitors market psychedelic analogs that are more effective, safer or less expensive or that reach the market sooner than Psyence’s psychedelic analogs, if any, Psyence may not achieve commercial success. In addition, because of its limited resources, it may be difficult for Psyence to stay abreast of the rapid changes in each technology. If Psyence fails to stay at the forefront of technological change, it may be unable to compete effectively. Technological advances or products developed by its competitors may render its technologies or psychedelic analogs obsolete, less competitive or not economical.

Current and future preclinical and clinical studies will be conducted outside the United States, and the FDA may not accept data from such studies to support any NDAs submitted after completing the applicable developmental and regulatory prerequisites (absent an IND).

Psyence is conducting a preclinical and a clinical study outside the United States. Psyence has received full approval of a study in the UK from the MHRA, which was not initiated due to certain cost-effective incentives provided by Australia. Psyence has also made a submission to the Australian Human Research Ethics Committees (HRECs) for the review of research proposals involving human participants to ensure that they are ethically acceptable. The protocol under review in Australia will be reviewed as part of a Pre-IND (Investigational New Drug) application by the FDA. To the extent Psyence does not conduct these clinical trials under an IND, the FDA may not accept data from such trials. Although the FDA may accept data from clinical trials conducted outside the United States that are not conducted under an IND, the FDA’s acceptance of these data is subject to certain conditions. For example, the clinical trial must be well designed and conducted and performed by qualified investigators in accordance with ethical principles and all applicable FDA regulations. The trial population must also adequately represent the intended U.S. population, and the data must be applicable to the U.S. population and U.S. medical practice in ways that the FDA deems clinically meaningful. There can be no guarantee that the FDA will accept data from trials conducted outside of the United States. If the FDA does not accept the data from such clinical trials, this would likely result in the need for additional trials and the completion of additional regulatory steps, which would be costly and time-consuming and could delay or permanently halt the development of Psyence’s product candidates.

There is a high rate of failure for product candidates proceeding through clinical trials.

Psyence has no registered products on the market, and its new potential psilocybin-based product candidates are currently either in the preclinical or clinical development phase. Psyence’s ability to achieve and sustain profitability with respect to its product candidates in which psilocybin is featured as the active pharmaceutical ingredient depends on obtaining regulatory approvals for and, if approved, successfully commercializing, its product candidates, either alone or with third parties. Before obtaining regulatory

 

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approval for the commercial distribution of its current or future product candidates, Psyence or an existing or future collaborator must conduct extensive preclinical tests and clinical trials to demonstrate the safety, purity and potency of its product candidates.

Generally, there is a high rate of failure for product candidates proceeding through clinical trials. Psyence may suffer significant setbacks in its clinical trials similar to the experience of a number of other companies in the pharmaceutical and biotechnology industries, even after receiving promising results in earlier trials. Further, even if Psyence views the results of a clinical trial to be positive, applicable international regulatory authorities may disagree with Psyence’s interpretation of the data. In the event that Psyence obtains negative results from clinical trials for product candidates or other problems related to potential chemistry, manufacturing and control issues or other hurdles occur and its current or future product candidates are not approved, Psyence may not be able to generate sufficient revenue or obtain financing to continue its operations, its ability to execute on its current business plan may be materially impaired and its reputation in the industry and in the investment community might be significantly damaged. In addition, Psyence’s inability to properly design, commence and complete clinical trials may negatively impact the timing and results of its clinical trials and ability to seek approvals for its product candidates.

The testing, marketing and manufacturing of any new drug product for use in the U.S. will require approval from the FDA. Psyence cannot predict with any certainty the amount of time necessary to obtain such FDA approval and whether any such approval will ultimately be granted. Preclinical and clinical trials may reveal that one or more product candidates are ineffective or unsafe, in which event further development of such product candidates could be seriously delayed or terminated. Moreover, obtaining approval for certain product candidates may require testing on human subjects of substances whose effects on humans are not fully understood or documented. Delays in obtaining FDA or any other necessary regulatory approvals of any proposed drug and failure to receive such approvals would have an adverse effect on the drug’s potential commercial success and on Psyence’s business, prospects, financial condition and results of operations. In addition, it is possible that a proposed drug may be found to be ineffective or unsafe due to conditions or facts that arise after development has been completed and regulatory approvals have been obtained. In this event, Psyence may be required to withdraw such proposed drug from the market. To the extent that its success will depend on any regulatory approvals from government authorities outside of the U.S. that perform roles similar to that of the FDA, uncertainties similar to those stated above will also exist.

Because the results of preclinical studies and earlier clinical trials are not necessarily predictive of future results, Psyence may not have favorable results in its planned and future clinical trials.

Successful development of therapeutic products is highly uncertain and is dependent on numerous factors, many of which are beyond Psyence’s control. Product candidates that appear promising in the early phases of development may fail to reach the market for several reasons, including, but not limited to:

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preclinical or clinical study results that may show the product to be less effective than desired (e.g., the study failed to meet Psyence’s primary objectives) or to have harmful or problematic side effects;

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failure to receive the necessary regulatory approvals or a delay in receiving such approvals. Among other things, such delays may be caused by slow enrollment in clinical studies, length of time to achieve study endpoints, additional time requirements for data analysis or regulatory requests for additional preclinical or clinical data or unexpected safety or manufacturing issues;

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manufacturing costs, pricing, or reimbursement issues or other factors that make the product not economical; and

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the proprietary rights of others and their competing products and technologies that may prevent the product from being commercialized.

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Any positive results from preclinical testing of Psyence’s prospective product candidates may not necessarily be predictive of the results from planned or future clinical trials for such product candidates. Many companies in the pharmaceutical and biotechnology industries have suffered significant setbacks in clinical trials after achieving positive results in preclinical and early clinical development, and Psyence cannot be certain that it will not face similar setbacks. These setbacks have been caused by, among other things, preclinical findings while clinical trials were underway or safety or efficacy observations in clinical trials,

 

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including adverse events. If Psyence fails to produce positive results in its planned clinical trials for its product candidates as described in the section titled “Information about Psyence”, or its future clinical trials, the development timeline and regulatory approval and commercialization prospects for such product candidates, and, correspondingly, Psyence’s business and financial prospects, would be materially adversely affected.

Negative results from clinical trials or studies of others and adverse safety events involving Psyence’s psychedelic analogs could have a material adverse effect on Psyence’s business.

From time to time, studies or clinical trials on medical-grade psilocybin mushroom products may be conducted or sponsored by academics, research institutions or others, including government agencies. The publication of negative results of studies or clinical trials related to Psyence’s proposed products or the therapeutic areas in which Psyence’s proposed products will compete could have a material adverse effect on Psyence’s business, prospects, financial condition and results of operations.

Supply chain interruptions could delay Psyence in the process of developing its product candidates.

There are few licensed suppliers of input materials for the manufacture of Psyence’s product candidates. Any loss of stored materials or facilities through fire, theft or other causes could have an adverse effect on Psyence’s ability to procure the product candidate materials and continue product development activities. Furthermore, Psyence is largely dependent on Filament, for the supply of PEX010 (a capsule containing 25mg naturally sourced psilocybin and product being used in Psyence’s Phase IIb Study), and despite Psyence’s rights to manufacture the product candidate itself or through a third-party CMO in the event that Filament is unable to meet an order or demand for product, any interruption in Filament’s supply chain will lead to delays in Psyence’s drug development timelines. Furthermore, Filament will be required to continue to meet regulatory requirements applicable to the PEX010 product candidate and maintain GMP compliant standards which dictate the minimum requirements for the methods, facilities and controls used in manufacturing, processing and packing of a drug product. There can be no assurances that Filament or any CMOs will be able to meet Psyence’s timetable and requirements or carry out their contractual obligations in accordance with the applicable regulations. In addition, the drug product supplied to Psyence may not meet its specifications and quality policies and procedures nor may they be able to supply the drug product in commercial quantities when the time comes. If Psyence is unable to arrange for alternative third-party supply sources on commercially reasonable terms or in a timely manner, it may delay the development of its product candidates and could have a material adverse effect on Psyence’s business operations and financial condition.

Further, the failure of CMOs to operate in compliance with GMP or other applicable quality related regulations could result in, among other things, certain product liability claims in the event such failure to comply results in defective products that caused injury or harm. In general, Psyence’s dependence upon third parties for the supply of Psyence’s drug product may adversely affect profit margins and Psyence’s ability to develop and deliver viable end products on a timely and competitive basis.

Psyence’s proprietary information, or that of its strategic business partners, may be lost or Psyence may suffer security breaches.

In the ordinary course of business, Psyence collects and stores sensitive data, including valuable and commercially sensitive intellectual property, clinical trial data, proprietary business information and that of Psyence’s strategic business partners, as well as the personally identifiable information of clinical trial subjects, employees and patients, in and on Psyence’s networks. Despite security measures, information technology and infrastructure may be vulnerable to attacks by hackers or breached due to employee error, malfeasance or other disruptions. Any such breach could compromise Psyence’s networks and the information stored there could be accessed, publicly disclosed, lost or stolen. Any such access, disclosure or other loss of information could result in legal claims or proceedings, liability under laws that protect the privacy of personal information, regulatory penalties, disruption of operations, damage to Psyence’s reputation, and cause a loss of confidence in Psyence’s ability to conduct clinical trials, which could adversely affect Psyence’s business, prospects, financial condition and results of operations.

 

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Costs associated with compliance with numerous laws and regulations could impact our financial results. In addition, we could become subject to increased enforcement and/or litigation risks associated with the psychedelic therapeutics industry.

The manufacture, labeling and distribution of products containing psilocybin or other psychedelic analogs is governed by various federal, state and local agencies. To the extent we are able to successfully commercialize any of our currently contemplated product candidates via the FDA’s NDA approval pathway, the presence of psychedelic analogs as active or inactive ingredients, as applicable, may give rise to heightened regulatory scrutiny and greater risk of consumer litigation, either of which could further restrict the permissible scope of our marketing claims about such products or our ability to sell them in the United States at all. The shifting compliance environment and the need to build and maintain robust systems to comply with different psychedelic-related regulations in jurisdictions may increase costs and/or the risk that we may violate one or more applicable regulatory requirements. If our operations, or any of our activities or prospective products, are found to be in violation of any such laws or any other governmental regulations that apply to the manufacture, distribution, or sale of prescription drug products, generally, and to products containing psychedelic analogs, we may be subject to penalties, including, without limitation, civil and criminal penalties, damages, fines, the curtailment or restructuring of our operations, any of which could adversely affect our ability to operate our business or our financial results.

Failure to comply with any applicable regulatory requirements, relating to psilocybin or otherwise, may result in, among other things, injunctions, product withdrawals, recalls, product seizures, fines and criminal prosecutions. Additionally, advertising and labeling laws are often enforced by governmental officials, and any action based on potentially misleading or deceptive advertising is often followed by costly class-action complaints under consumer-protection laws.

Psyence may acquire businesses or products, or form additional strategic alliances, in the future, and may not realize the benefits of such acquisitions.

Psyence may acquire additional businesses or products, form additional strategic alliances, or create joint ventures with third parties that it believes will complement or augment its existing business. Any of these relationships may require Psyence to incur non-recurring and other charges, increase Psyence’s near and long-term expenditures, issue securities that dilute Psyence’s existing shareholders or disrupt Psyence’s management and business. In addition, we face significant competition in seeking appropriate strategic partners and the negotiation process is time-consuming and complex. If Psyence acquires businesses with promising markets or technologies, it may not be able to realize the benefit of acquiring such businesses if it is unable to successfully integrate them with its existing operations and company culture. Psyence may encounter numerous difficulties in developing, manufacturing, and marketing any new products resulting from a strategic alliance or acquisition that delay or prevent it from realizing their expected benefits or enhancing its business. There is no assurance that, following any such acquisition, Psyence will achieve the synergies expected in order to justify the transaction, which could result in a material adverse effect on its business and prospects.

We will need substantial additional financing to develop our product candidates and implement our operating plans. If we fail to obtain additional financing, we may be unable to complete the development and commercialization of our product candidates.

We expect to spend a substantial amount of capital in the development and manufacturing of our product candidates, and we will need substantial additional financing to do so. In particular, we will require substantial additional financing to enable commercial production of our product candidates and initiate and complete registrational trials for multiple products in multiple regions. Further, if approved, we will require significant additional capital in order to launch and commercialize our product candidates.

As of March 31, 2023, we had $1,363,900 in cash and cash equivalents. Changing circumstances may cause us to consume capital significantly faster than we currently anticipate, and we may need to spend more money than currently expected because of circumstances beyond our control. We may also need to raise additional capital sooner than we currently anticipate if we choose to expand more rapidly than we presently plan. In any event, we will require additional capital for the further development and commercialization of our product candidates.

 

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We cannot be certain that additional funding will be available on acceptable terms, or at all. We have no committed source of additional capital. If we are unable to raise additional capital in sufficient amounts or on terms acceptable to us, we may have to significantly delay, scale back or discontinue the development or commercialization of our product candidates or other research and development initiatives. We could be required to seek collaborators for our product candidates at an earlier stage than otherwise would be desirable or on terms that are less favorable than might otherwise be available or relinquish or license on unfavorable terms our rights to our product candidates in markets where we otherwise would seek to pursue development or commercialization ourselves.

Any of the above events could significantly harm our business, prospects, financial condition and results of operations and cause the price of our common stock to decline.

In addition, future changes in regulations, changes in legal status of psilocybin-containing products, more vigorous enforcement thereof or other unanticipated events could require extensive changes to Psyence’s operations, increased compliance costs or give rise to material liabilities, which could have a material adverse effect on the business, results of operations and financial condition of Psyence.

We rely on third parties to conduct our clinical trials. If these third parties do not properly and successfully carry out their contractual duties or meet expected deadlines, we may not be able to obtain regulatory approval of, or commercialize, our product candidates.

Psyence relies on iNGENū Pty Ltd (“iNGENū”) to conduct clinical development activities with Psyence’s product candidates, which activities involve trial design, regulatory submissions, clinical patient recruitment, clinical trial monitoring, clinical data management and analysis, safety monitoring and project management.

Additionally, we expect to utilize and depend upon independent investigators and collaborators, such as medical institutions, CROs, CDMOs and strategic partners to conduct our preclinical studies under agreements with us and in connection with our clinical trials. We expect to have to negotiate budgets and contracts with CROs, trial sites and CDMOs, which may result in delays to our development timelines and increase costs. We will rely heavily on these third parties over the course of our clinical trials, and we control only certain aspects of their activities. As a result, we have less direct control over the conduct, timing and completion of these clinical trials and the management of data developed through clinical trials than would be the case if we were relying entirely upon our own staff. Nevertheless, we are responsible for ensuring that each of our studies is conducted in accordance with applicable protocol, legal and regulatory requirements and scientific standards and our reliance on third parties does not relieve us of our regulatory responsibilities. We and these third parties are required to comply with good clinical practices (“GCPs”), which are regulations and guidelines enforced by the FDA and comparable foreign regulatory authorities for product candidates in clinical development. Regulatory authorities enforce these GCPs through periodic inspections of trial sponsors, principal investigators and trial sites. If we or any of these third parties fail to comply with applicable GCP regulations, the clinical data generated in our clinical trials may be deemed unreliable and the FDA or comparable foreign regulatory authorities may require us to perform additional clinical trials before approving our marketing applications. We cannot assure you that, upon inspection, such regulatory authorities will determine that any of our clinical trials comply with the GCP regulations. Our failure or any failure by these third parties to comply with these regulations or to recruit a sufficient number of patients may require us to repeat clinical trials, which would delay the regulatory approval process. Moreover, our business may be implicated if any of these third parties violates federal or state fraud and abuse or false claims laws and regulations or healthcare privacy and security laws.

Any third parties conducting our clinical trials are not and will not be our employees and, except for remedies available to us under our agreements with such third parties, we cannot control whether or not they devote sufficient time and resources to our product candidates. These third parties may also have relationships with other commercial entities, including our competitors, for whom they may also be conducting clinical trials or other drug development activities, which could affect their performance on our behalf. If these third parties do not successfully carry out their contractual duties or obligations or meet expected deadlines, if they need to be replaced or if the quality or accuracy of the clinical data they obtain is compromised due to the failure to adhere to our clinical protocols or regulatory requirements or for other reasons, our clinical trials may be extended, delayed or terminated and we may not be able to complete

 

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development of, obtain regulatory approval of or successfully commercialize our product candidates. As a result, our financial results and the commercial prospects for our product candidates would be harmed, our costs could increase and our ability to generate revenue could be delayed.

Switching or adding third parties to conduct our clinical trials involves substantial cost and requires extensive management time and focus. In addition, changes in manufacturers often involve changes in manufacturing procedures and processes, which could require that we conduct bridging studies between our prior clinical supply used in our clinical trials and that of any new manufacturer. We may be unsuccessful in demonstrating the comparability of clinical supplies which could require the conduct of additional clinical trials. Additionally, there is a natural transition period when a new third party commences work. As a result, delays occur, which can materially impact our ability to meet our desired clinical development timelines.

We are dependent on licensed intellectual property. If we were to lose our rights to licensed intellectual property, we may not be able to continue developing or commercializing our product candidates, if approved. If we breach any of the agreements under which we license the use, development and commercialization rights to our product candidates or technology from third parties or, in certain cases, we fail to meet certain development deadlines, we could lose license rights that are important to our business.

We do not currently own any patents, and we are heavily reliant upon a number of license agreements under which we are granted rights to intellectual property that are important to our business and we may need or choose to enter into additional license agreements in the future.

Specifically, our business and active Phase IIb clinical trial are highly dependent on Research IP Agreement with Filament, which expires in April 2027. Until we develop our own product candidates, the termination, non-renewal or hinderance of use of the license granted under the Research IP Agreement would have a material adverse effect on our ability to develop its product candidates as it currently does.

Our existing license agreements impose, and we expect that future license agreements will impose on us, various development, regulatory and/or commercial diligence obligations, payment of milestones and/or royalties and other obligations. If we fail to comply with our obligations under these agreements, the licensor may have the right to terminate the license, in which event we would not be able to market products covered by the license. Our business could suffer, for example, if any current or future licenses terminate, if the licensors fail to abide by the terms of the license, if the licensed patents or other rights are found to be invalid or unenforceable, or if we are unable to enter into necessary licenses on acceptable terms.

Licensing of intellectual property is of critical importance to our business and involves complex legal, business and scientific issues. Disputes may arise between us and our licensors regarding intellectual property subject to a license agreement, including:

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the scope of rights granted under the license agreement and other interpretation-related issues;

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whether and the extent to which our technology and processes infringe on intellectual property of the licensor that is not subject to the licensing agreement;

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our right to sublicense patent and other rights to third parties;

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our diligence obligations with respect to the use of the licensed technology in relation to our development and commercialization of our product candidates, and what activities satisfy those diligence obligations;

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our obligation to pursue, or license others to pursue, development of indications we are not currently pursuing;

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the ownership of inventions and know-how resulting from the joint creation or use of intellectual property by our licensors and us and our partners;

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our right to transfer or assign the license; and

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the effects of termination.

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If disputes over intellectual property that we have licensed prevent or impair our ability to maintain our current licensing arrangements on acceptable terms, we may be unable to successfully develop and commercialize the affected product candidates.