United
States
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
Form 8-K
Current
Report
Pursuant to Section 13
or Section 15(d) of the Securities Exchange Act of 1934
Date of Report (Date of earliest event reported):
January 22, 2024 (January 22, 2024)
Newcourt Acquisition Corp
(Exact name of registrant as specified in its charter)
Cayman Islands |
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001-40929 |
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N/A |
(State or other jurisdiction of
incorporation) |
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(Commission
File Number) |
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(I.R.S. Employer
Identification No.) |
2201 Broadway, Suite 705
Oakland, CA |
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94612 |
(Address of principal executive offices) |
|
(Zip Code) |
Registrant’s telephone number, including
area code (657) 271-4617
Not Applicable
(Former name or former address, if changed since
last report)
Check the appropriate box below if the Form 8-K
filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:
x |
Written communications pursuant to
Rule 425 under the Securities Act (17 CFR 230.425) |
¨ |
Soliciting material pursuant to
Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) |
¨ |
Pre-commencement communications pursuant to
Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) |
¨ |
Pre-commencement communications pursuant to
Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c)) |
Securities registered pursuant to Section 12(b) of
the Act:
Title of Each Class |
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Trading Symbol(s) |
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Name
of each exchange on which
registered |
Units, each consisting of one Class A ordinary share, par value $0.0001 per share, and one-half of one Redeemable Warrant |
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NCACU |
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The Nasdaq Stock Market LLC |
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Class A ordinary shares, par value $0.0001 per share, included as part of the units |
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NCAC |
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The Nasdaq Stock Market LLC |
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Redeemable Warrants, each exercisable for one Class A ordinary share for $11.50 per share, included as part of the units |
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NCACW |
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The Nasdaq Stock Market LLC |
Indicate by check mark whether the registrant
is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the
Securities Exchange Act of 1934 (§240.12b-2 of this chapter).
Emerging growth company x
If
an emerging growth company, 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 13(a) of the Exchange Act.
Item 8.01. Other Events
Newcourt Acquisition Corp
(“Newcourt”) (NASDAQ: NCAC) announced today that the conditions to closing the business combination (the “Business Combination”)
pursuant to the Amended and Restated Business Combination Agreement, dated July 31, 2023 (as amended, supplemented, or otherwise modified
from time to time, the “Amended and Restated Business Combination Agreement”), by and among Newcourt, Newcourt SPAC Sponsor
LLC, Psyence Group Inc. (CSE: PSYG) (“Psyence”), Psyence Biomedical Ltd., a corporation organized under the laws of Ontario,
Canada (“Pubco”), Psyence (Cayman) Merger Sub, Psyence Biomed Corp., and Psyence Biomed II Corp. have not yet been satisfied
and the business combination has not closed. The parties are working together to expeditiously satisfy such closing conditions, including
obtaining the approval of Nasdaq to list Pubco’s ordinary shares following the closing of the business combination. There can be
no assurance that the business combination will be consummated within the time period required by Newcourt’s governing documents,
which currently provide that Newcourt must consummate its initial consummation by January 22, 2024.
Additional Information and Where to Find
It
As
previously disclosed, on July 31, 2023, Newcourt entered into an Amended and Restated Business Combination Agreement (as amended from
time to time, the “Business Combination Agreement”) with 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,” and after the closing of the Merger (as defined below), the “Combined
Company”), 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 formerly organized under the laws of British Columbia, Canada and continued under the
laws of Ontario, Canada, and Psyence Biomed II Corp., a corporation organized under the laws of Ontario, Canada (“Psyence”)
in connection with the proposed business combination between the parties that was previously announced on January 13, 2023. The Business
Combination Agreement provides for the following transaction structure: (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.
In connection
with the proposed business combination, the Registration Statement on Form F-4 (the “Registration Statement”) was filed by
Pubco with the SEC and includes the proxy statement / prospectus with respect to the proposed business combination. The Registration Statement
was declared effective on November 13, 2023. The proxy statement / prospectus and other relevant documents were mailed to shareholders
of Newcourt as of November 13, 2023, the record date established for voting on the proposed business combination. Shareholders of Newcourt
and other interested persons are advised to read the proxy statement / prospectus and any other relevant documents that have been filed
or will be filed with the SEC, as well as any amendments or supplements to these documents, carefully and in their entirety because they
will contain important information about Newcourt, Psyence and the proposed business combination and the other parties thereto. Shareholders
will also be able to obtain copies of the Registration Statement and the proxy statement / prospectus, without charge, by directing a
written request to: Newcourt Acquisition Corp, 2201 Broadway, Suite 705, Oakland, CA 94612. These documents, once available, and Newcourt’s
annual and other reports filed with the SEC, can also be obtained, without charge, at the SEC’s internet site (http://www.sec.gov).
No Offer or Solicitation
This communication
is for informational purposes only and is not intended to and does not constitute, or form a part of, an offer, invitation or the solicitation
of an offer or invitation to purchase, otherwise acquire, subscribe for, sell or otherwise dispose of any securities, or the solicitation
of any vote or approval in any jurisdiction, pursuant to the proposed business combination or otherwise, nor shall there be any sale,
issuance or transfer of securities in any jurisdiction in contravention of applicable law.
Participants in the Solicitation
Newcourt,
Psyence, the other parties to the Business Combination Agreement, and their respective directors and executive officers, other members
of management and employees may be considered participants in the solicitation of proxies with respect to the potential transaction described
in this communication under the rules of the SEC. Information about the directors and executive officers of Newcourt is set forth in Newcourt’s
filings with the SEC. Information regarding other persons who may, under the rules of the SEC, be deemed participants in the solicitation
of the shareholders in connection with the potential transaction and a description of their interests will be set forth in the Registration
Statement when it is filed with the SEC. These documents can be obtained free of charge from the sources indicated above.
Forward Looking Statements
This
communication contains “forward-looking statements” within the meaning of the Private Securities Litigation Reform Act of
1995. Such statements include, but are not limited to, statements about future financial and operating results, our plans, objectives,
expectations and intentions with respect to future operations, products and services; and other statements identified by words such as
“will likely result,” “are expected to,” “will continue,” “is anticipated,” “estimated,”
“believe,” “intend,” “plan,” “projection,” “outlook” or words of similar meaning.
Forward-looking
statements in this communication include statements regarding the intended closing of the proposed business combination, the meeting of
the closing conditions to the proposed business combination, the trading of Pubco securities on Nasdaq and the execution of the clinical
trial within the context of palliative care. These forward looking statements are based on a number of assumptions, including the assumptions
that the closing conditions to the proposed business combination will be met, that Newcourt will obtain the necessary regulatory and shareholder
approvals to complete the proposed business combination and that there will be access to capital to execute on Psyence’s strategy.
There are numerous risks and uncertainties that may cause actual results or performance to be materially different from those expressed
or implied by these forward-looking statements. These risks and uncertainties include, among others: the inability to complete the proposed
business combination; the inability to recognize the anticipated benefits of the proposed business combination; demand for the Combined
Company’s securities being less than anticipated; fluctuations in the price of Newcourt’s common shares, any further delays
in the proposed business combination due to additional amendments to the Business Combination Agreement; and Newcourt not raising the
investment amount expected, or any funds at all. Actual results and future events could differ materially from those anticipated in such
information. Nothing in this communication should be regarded as a representation by any person that the forward-looking statements set
forth herein will be achieved or that any of the contemplated results of such forward-looking statements will be achieved. You should
not place undue reliance on forward-looking statements, which speak only as of the date they are made. Except as required by law, Newcourt
and Psyence do not intend to update these forward-looking statements.
Newcourt
and Psyence make no medical, treatment or health benefit claims about the Combined Company’s proposed products. The efficacy of
psilocybin, psilocybin analogues, or other psychedelic compounds or nutraceutical products remains the subject of ongoing research. There
is no assurance that the use of psilocybin, psilocybin analogues, or other psychedelic compounds or nutraceuticals can diagnose, treat,
cure or prevent any disease or condition. Vigorous scientific research and clinical trials are needed. Psyence Biomed has not completed
the clinical trials for the use of its proposed products. Any references to quality, consistency, efficacy, and safety of potential products
do not imply that Psyence or the Combined Company verified such in clinical trials or that the Combined Company will complete such trials.
If the Combined Company cannot obtain the approvals or research necessary to commercialize its business, it may have a material adverse
effect on the Combined Company’s performance and operations.
The
foregoing list of factors is not exhaustive. You should carefully consider the foregoing factors and the other risks and uncertainties
described in the “Risk Factors” section of the Registration Statement referenced above and other documents filed by Newcourt
and Pubco from time to time with the SEC. These filings identify and address other important risks and uncertainties that could cause
actual events and results to differ materially from those contained in the forward-looking statements. There can be no assurance that
the data contained herein is reflective of future performance to any degree. You are cautioned not to place undue reliance on forward-looking
statements as a predictor of future performance as projected financial information and other information are based on estimates and assumptions
that are inherently subject to various significant risks, uncertainties and other factors, many of which are beyond our control. Forward-looking
statements speak only as of the date they are made, and Newcourt and Psyence disclaim any intention or obligation to update or revise
any forward-looking statements, whether as a result of developments occurring after the date of this communication or other circumstances.
Forecasts and estimates regarding Psyence’s industry and end markets are based on sources we believe to be reliable, however there
can be no assurance these forecasts and estimates will prove accurate in whole or in part. Annualized, pro forma, projected and estimated
numbers are used for illustrative purpose only, are not forecasts and may not reflect actual results.
SIGNATURE
Pursuant to the requirements
of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto
duly authorized.
Dated: January 22, 2024
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NEWCOURT ACQUISITION CORP |
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By: |
/s/ Marc Balkin |
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Name: |
Marc Balkin |
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Title: |
Chief Executive Officer |
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