Psyence Therapeutics Corp. executed a non-binding letter of intent to acquire Newcourt Acquisition Corp (NasdaqGM:NCAC) from Newcourt SPAC Sponsor LLC, Polar Asset Management Partners Inc. and others in a reverse merger transaction on December 16, 2022. Psyence Therapeutics Corp. entered into a definitive business combination agreement to acquire Newcourt Acquisition Corp from Newcourt SPAC Sponsor LLC, Polar Asset Management Partners Inc. and others for $51.4 million in a reverse merger transaction on January 9, 2023. The transaction reflects a pre-money equity value of $50 million for Psyence Therapeutics. Upon the closing of the transaction, and assuming redemptions of shares by its public stockholders, Psyence Therapeutics would expect to receive a minimum of $20 million of cash held in trust. In connection with the transaction, the parties intend to seek to secure additional financing via a private placement that, if obtained, would result in additional cash proceeds to the combined company in addition to the cash held in the trust account of Newcourt. As a consequence of the transaction, Psyence Therapeutics will be the parent company, with SPAC shareholders will become shareholders of Psyence Therapeutics, and Psyence Therapeutics would complete filings to become a public company in the United States in which Psyence Group would retain a significant ownership stake.

The transaction is subject to a number of conditions to closing including among others, Newcourt shareholder approval, and, if necessary, Psyence shareholder approval; completion of regulatory review from the SEC and the CSE; the effectiveness of the Registration Statement; resignation of certain Newcourt?s directors and officers; the Pubco Ordinary Shares having been approved for listing on Nasdaq, due diligence of the other parties; execution of ancillary agreements, lock-up agreements; and other customary closing conditions. As on November 13, 2023, the registration statement on Form F-4 filed with the Securities and Exchange Commission was declared effective by the SEC. The transaction is anticipated to conclude in the first half of 2023. As of September 15, 2023, the transaction is expected to close in the fourth quarter of 2023. As of January 22, 2024, Newcourt?s shareholders approved to extend the date by which Newcourt must consummate its initial business combination from January 22, 2024 to February 22, 2024. There can be no assurance that the business combination will be consummated by February 22, 2024. The Business Combination received approval from Newcourt's stockholders at a Special Meeting held on January 18, 2024.

Maxim Group LLC is acting as financial advisor to Psyence. Rob Eberschlag of WeirFoulds LLP acted as Canadian legal advisor and Todd Hentges, Kevin Shmelzer, Howard Kenny and Thurston Hamlette of Morgan, Lewis & Bockius LLP acted as US legal advisors to Psyence. Douglas S. Ellenoff, Stuart Neuhauser and Benjamin S. Reichel of Ellenoff Grossman & Schole LLP acted as legal advisor for Psyence. Ari Edelman, Sunyi Snow and Beth Kuhn of McDermott Will & Emery LLP acted as US legal advisors to Newcourt. Bayline Capital Partners Inc. is acting as capital markets advisor to Psyence. Newcourt Acquisition engaged Advantage Proxy, Inc. to assist in the solicitation of proxies. Cohen & Company Capital Markets, LLC acted as financial advisor for NCAC. CCM will be paid an (i) an advisory fee in an amount equal to $1,000,000 paid in full simultaneously 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. Mark Zimkind of Continental Stock Transfer & Trust Company acted as transfer agent to Newcourt Acquisition. RNA Advisors, LLC rendered its oral opinion to the NCAC Board.

Psyence Therapeutics Corp. completed the acquisition of Newcourt Acquisition Corp (NasdaqGM:NCAC) from Newcourt SPAC Sponsor LLC, Polar Asset Management Partners Inc. and others in a reverse merger transaction on January 25, 2024. The Business Combination will list Psyence Biomed, a subsidiary of Psyence Group Inc (CSE:PSYG), commencing on January 26, 2024 with the new ticker symbols "PBM" for common stock and ?PBMWW? for warrants. In connection with the Business Combination, Psyence Biomed entered into a securities purchase agreement pursuant to which it will raise up to $10 million in funding through the issuance of up to four senior secured convertible notes (the ?Note Financing?) with a US based investment firm. The Note Financing will be utilized to further Psyence Biomed?s clinical trials conducted in Australia.