Psyence Therapeutics Corp. entered into a definitive business combination agreement to acquire Newcourt Acquisition Corp (NasdaqGM:NCAC) from Newcourt SPAC Sponsor LLC, Polar Asset Management Partners Inc. and others for $50 million in a reverse merger transaction on January 6, 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; due diligence of the other parties; execution of ancillary agreements, lock-up agreements; and other customary closing conditions. The transaction is anticipated to conclude in the first half of 2023.

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. 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. Continental Stock Transfer & Trust Company acted as transfer agent to Newcourt Acquisition.