UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
Form 8-K
Current Report
Pursuant to Section 13 or 15(d) of the
Securities Exchange Act of 1934
January 23, 2024 (January 22, 2024)
Date of Report (Date of earliest event reported)
Newcourt Acquisition Corp
(Exact Name of Registrant as Specified in its Charter)
| Cayman Islands |
|
001-40929 |
|
N/A |
(State or other jurisdiction
of incorporation) |
|
(Commission File Number) |
|
(I.R.S. Employer
Identification No.) |
2201 Broadway, Suite 705
Oakland, CA |
|
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:
| ☒ |
Written communications
pursuant to Rule 425 under the Securities Act |
| |
|
| ☐ |
Soliciting material pursuant
to Rule 14a-12 under the Exchange Act |
| |
|
| ☐ |
Pre-commencement communications
pursuant to Rule 14d-2(b) under the Exchange Act |
| |
|
| ☐ |
Pre-commencement communications
pursuant to Rule 13e-4(c) under the Exchange Act |
Securities
registered pursuant to Section 12(b) of the Act:
| Title of each class |
|
Trading Symbol(s) |
|
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 |
|
NCACU |
|
The Nasdaq Stock Market LLC |
| Class A ordinary shares, par value $0.0001 per share, included as part of the Units |
|
NCAC |
|
The Nasdaq Stock Market LLC |
| Redeemable Warrants, each exercisable for one Class A ordinary share for $11.50 per share, included as part of the Units |
|
NCACW |
|
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 (17 CFR §230.405) or Rule 12b-2 of the Securities
Exchange Act of 1934 (17 CFR §240.12b-2).
Emerging growth company ☒
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. ☐
INTRODUCTORY NOTE
As
previously disclosed, Newcourt Acquisition Corp (“Newcourt”) entered into 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 Newcourt, 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, 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 organized under the laws of British Columbia, Canada (“Original
Target”), and Psyence Biomed II Corp., a corporation organized under the laws of Ontario, Canada (“Psyence”). We refer
to transactions contemplated by the Business Combination Agreement, collectively, as the “Business Combination”.
Item 7.01. Regulation FD Disclosure.
On
January 22, 2024, Newcourt issued a press release announcing the continuation of the closing process for the Business Combination
as contemplated in the Business Combination Agreement. A copy of the press release is attached hereto as Exhibit 99.1.
The
information set forth in this Item 7.01 is intended to be furnished and shall not be deemed “filed” for purposes of Section
18 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), or otherwise subject to the liabilities of that
section, nor shall it be deemed incorporated by reference in any filing under the Securities Act of 1933, as amended (the “Securities
Act”), or the Exchange Act, except as expressly set forth by specific reference in such filing.
Additional Information and Where
to Find It
In connection
with the Business Combination, the Registration Statement on Form F-4 (the “Registration Statement”) was filed by Pubco with
the U.S. Securities and Exchange Commission (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
does not intend to update these forward-looking statements.
Newcourt
makes 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. Original Target 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 disclaims 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.
Item 9.01. Financial Statements and Exhibits.
(d) Exhibits
SIGNATURES
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.
Date: January 23, 2024
| |
NEWCOURT ACQUISITION CORP |
| |
|
|
| |
By: |
/s/ Marc Belkin |
| |
|
Name: |
Marc Belkin |
| |
|
Title: |
Chief Executive Officer |
3
Exhibit 99.1
Newcourt Acquisition
Corp Announces Continuation
of Business Combination
Close Process
NEW YORK, NY,
Jan. 22, 2024 (GLOBE NEWSWIRE) -- 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.
On 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.
About Newcourt Acquisition Corp
Newcourt is a Special Purpose Acquisition
Company (SPAC) committed to identifying and merging with high-potential companies. Newcourt focuses on creating value for its shareholders
by facilitating strategic business combinations with companies that demonstrate strong growth prospects and a commitment to excellence.
About Psyence Group Inc.
Psyence is a life science biotechnology
company listed on the Canadian Securities Exchange with a focus on natural psychedelics. The Psyence Biomed Division works with natural
psilocybin products for the healing of psychological trauma and its mental health consequences in the context of palliative care. Our
name “Psyence” combines the words psychedelic and science to affirm our commitment to producing psychedelic medicines developed
through evidence-based research.
Informed by nature and guided by science,
we built and operate one of the world’s first federally licensed commercial psilocybin mushroom cultivation and production facilities
in Southern Africa. Our team brings international experience in both business and science and includes experts in mycology, neurology,
palliative care, and drug development. We work to develop advanced natural psilocybin products for clinical research and development.
Our key divisions, Psyence Production, Psyence Therapeutics and Psyence Function, anchor an international collaboration, with operations
in Canada, the United Kingdom, Southern Africa, Australia, and a presence in the United States.
Additional Information and Where to
Find It
In connection with the proposed
business combination, the Registration Statement on Form F-4 (the “Registration Statement”) was filed by Pubco with
the Securities and Exchange Commission (“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).
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 Pubco’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 Amended and Restated 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 does not intend to update
these forward-looking statements.
Newcourt makes no medical, treatment or
health benefit claims about Pubco’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 Corp. 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 verified such in clinical trials or that
Pubco will complete such trials. If Pubco cannot obtain the approvals or research necessary to commercialize its business, it may have
a material adverse effect on Pubco’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 disclaims 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.
Contacts
Newcourt Acquisition Corp
Marc Balkin
Chief Executive Officer, Newcourt Acquisition Corp
marc@balkinand.co
3
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