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 $50 million in a reverse merger transaction.
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.