DEFM14A 1 tm2320950-18_defm14a.htm DEFM14A tm2320950-18_defm14a - none - 56.1041952s
 
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 14A
Proxy Statement Pursuant to Section 14(a) of the
Securities Exchange Act of 1934
Filed by the Registrant ☒
Filed by a Party other than the Registrant ☐
Check the appropriate box:

Preliminary Proxy Statement

Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2))

Definitive Proxy Statement

Definitive Additional Materials

Soliciting Material under §240.14a-12
NEWCOURT ACQUISITION CORP
(Name of Registrant as Specified In Its Charter)
   
(Name of Person(s) Filing Proxy Statement, if other than the Registrant)
Payment of Filing Fee (Check all boxes that apply)

No fee required

Fee paid previously with preliminary materials

Fee computed on table in exhibit required by Item 25(b) per Exchange Act Rules 14a-6(i)(1) and 0-11
 

Newcourt Acquisition Corp
2201 Broadway
Suite 705
Oakland, California 94612
Dear Newcourt Acquisition Corp Shareholders:
You are cordially invited to attend the extraordinary general meeting of Newcourt Acquisition Corp, which we refer to as “we,” “us,” “our,” or “NCAC,” on November 30, 2023 at 1:00 p.m. Eastern time, at the offices of McDermott Will & Emery LLP, located at One Vanderbilt Avenue, New York, New York 10017, or at such other time, on such other date and at such other place to which the meeting may be postponed or adjourned. You may attend the extraordinary general meeting and vote your shares electronically during the extraordinary general meeting via live webcast by visiting https://www.cstproxy.com/newcourtacquisition/bc2023. At the extraordinary general meeting, our shareholders will be asked to consider and vote upon a proposal, which we refer to as the “Business Combination Proposal,” to approve and adopt 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 NCAC, 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”), 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, and Psyence Biomed II Corp., a corporation organized under the laws of Ontario, Canada (“Psyence”), and the Business Combination (defined below) contemplated thereby. The Business Combination Agreement supersedes a business combination agreement, entered into on January 9, 2023 by and among, NCAC, the Sponsor, Parent and Psyence Biomed Corp.
Pursuant to the Business Combination Agreement, the parties thereto will enter into a business combination transaction (the “Business Combination”) pursuant to which, among other things, (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 (“Pubco Common Share”).
NCAC’s Class A ordinary shares, units and warrants are currently listed on The Nasdaq Stock Market (“Nasdaq”) under the symbols “NCAC,” “NCACU” and “NCACW,” respectively. Pubco intends to apply to list the Pubco Common Shares and Pubco’s public warrants (the “Pubco Public Warrants”) on Nasdaq in connection with the Closing. We cannot assure you that the Pubco Common Shares or the Pubco Public Warrants will be approved for listing on Nasdaq. If Pubco fails to meet the initial listing requirements and Nasdaq does not list the Pubco Common Shares, the related closing condition may be waived by the parties in order to consummate the Business Combination. As such, you will lack certainty concerning Pubco’s listing when deciding how to vote your shares and whether or not you will elect to redeem your shares.
We are providing this proxy statement/prospectus and accompanying proxy cards to our shareholders in connection with the solicitation of proxies to be voted at the extraordinary general meeting of shareholders and at any adjournments or postponements of the extraordinary general meeting of shareholders. Whether or not you plan to attend the extraordinary general meeting, we urge you to read this proxy statement/prospectus (and any documents incorporated into this proxy statement/prospectus by reference) carefully. Please pay particular attention to the section entitled “Risk Factors,” beginning on page 43.
Our board of directors has unanimously approved and adopted the Business Combination Agreement and unanimously recommends that our shareholders vote FOR all of the proposals presented to our shareholders. When you consider the board of directors’ recommendation of these proposals, you should keep in mind that certain of our directors and our officers have interests in the Business Combination that may conflict with your interests as a shareholder. See the section entitled “The Business Combination — Interests of NCAC’s Directors and Officers in the Business Combination.”
On behalf of our board of directors, I thank you for your support and look forward to the successful completion of the Business Combination.
Sincerely,
/s/ Marc Balkin
Marc Balkin
Chief Executive Officer and Director
November 15, 2023
This proxy statement/prospectus is dated November 15, 2023 and is first being mailed to the shareholders of NCAC on or about that date.
NEITHER THE SECURITIES AND EXCHANGE COMMISSION NOR ANY STATE SECURITIES REGULATORY AGENCY HAS APPROVED OR DISAPPROVED THE TRANSACTIONS DESCRIBED IN THIS PROXY STATEMENT/PROSPECTUS OR ANY OF THE SECURITIES TO BE ISSUED IN THE BUSINESS COMBINATION, PASSED UPON THE MERITS OR FAIRNESS OF THE BUSINESS COMBINATION OR RELATED TRANSACTIONS OR PASSED UPON THE ADEQUACY OR ACCURACY OF THE DISCLOSURE IN THIS PROXY STATEMENT/PROSPECTUS. ANY REPRESENTATION TO THE CONTRARY CONSTITUTES A CRIMINAL OFFENSE.

 
Newcourt Acquisition Corp
2201 Broadway
Suite 705
Oakland, California 94612
NOTICE OF EXTRAORDINARY GENERAL MEETING OF SHAREHOLDERS
TO BE HELD ON NOVEMBER 30, 2023
To the Shareholders of Newcourt Acquisition Corp:
NOTICE IS HEREBY GIVEN that an extraordinary general meeting of shareholders (the “special meeting”) of Newcourt Acquisition Corp, a Cayman Islands exempted company (“NCAC”), will be held on November 30, 2023, at 1:00 p.m., Eastern time, at the offices of McDermott Will & Emery LLP, located at One Vanderbilt Avenue, New York, New York 10017, or at such other time, on such other date and at such other place to which the meeting may be postponed or adjourned. You may attend the special meeting and vote your shares electronically during the special meeting via live webcast by visiting https://www.cstproxy.com/newcourtacquisition/bc2023. You are cordially invited to attend the special meeting for the following purposes:
(1)
The Business Combination Proposal: to consider and vote upon a proposal, by ordinary resolution, to approve and adopt the Amended and Restated Business Combination Agreement, dated as of July 31, 2023 (as amended, supplemented, or otherwise modified from time to time, the “Business Combination Agreement”), by and among NCAC, 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”), 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, and Psyence Biomed II Corp., a corporation organized under the laws of Ontario, Canada (“Psyence”), pursuant to which each of the following transactions will occur in the following order:

Parent will contribute Psyence to Pubco in a share for share exchange (the “Company Exchange”); and

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 (“NCAC Ordinary Shares”) will convert into the right to receive one common share of Pubco (“Pubco Common Share”).
(2)
The Merger Proposal: to approve, by special resolution:
a.
NCAC be authorized to merge with Merger Sub, so that NCAC be the surviving company and all undertaking, property and liabilities of Merger Sub vest in NCAC by virtue of the Merger in accordance with the Business Combination Agreement and the Companies Act (As Revised) of the Cayman Islands (the “Companies Act”);
b.
the Plan of Merger in the form attached to the accompanying proxy statement/prospectus as Annex D (the “Plan of Merger”), pursuant to which NCAC will merge with Merger Sub, with NCAC being the surviving company; and
c.
NCAC be authorized to enter into the Plan of Merger;
(3)
The Organizational Documents Proposal: to consider and vote upon a proposal to approve, by special resolution under Cayman Islands law, assuming the Business Combination Proposal and Merger Proposal are approved and adopted, the approval of the articles of incorporation and amended and restated by-laws (together, the “Proposed Articles”) of Pubco, which, if approved, would take effect at the time of the Closing (we refer to this proposal as the “Organizational Documents Proposal”);
 

 
(4)
The Advisory Articles Proposals: to consider and vote, on an advisory and non-binding basis, on three separate sub-proposals to approve certain governance provisions in the Proposed Articles. These separate votes are not otherwise required by under Cayman Islands law, separate and apart from the Organizational Documents Proposal, but are required by SEC guidance requiring that stockholders have the opportunity to present their views on important corporate governance provisions (we refer to these proposals as the “Advisory Articles Proposals”)
a.
Advisory Articles Proposal 4A: To approve, on an advisory and non-binding basis, provisions to be included in the Proposed Articles which establish the authorized capital of Pubco to consist of an unlimited number of common shares.
b.
Advisory Articles Proposal 4B: To approve, on an advisory and non-binding basis, provisions to be included in the Proposed Articles which establish Pubco’s corporate name as “Psyence Biomedical Ltd.”
c.
Advisory Articles Proposal 4C: To approve, on an advisory and non-binding basis, the exclusion from the Proposed Articles of certain provisions related to NCAC’s status as a blank check company that will not apply to Pubco upon consummation of the Business Combination.
(5)
The Incentive Plan Proposal: to consider and vote upon a proposal to approve by ordinary resolution under Cayman Islands law, the Pubco 2023 Equity Incentive Plan (the “Incentive Plan”), a copy of which is attached to this proxy statement/prospectus as Annex E (we refer to this proposal as the “Incentive Plan Proposal”);
(6)
The Director Proposal: to consider and vote upon, by ordinary resolution, the appointment of five (5) directors, who, upon consummation of the Business Combination, will constitute all the members of the Pubco Board (we refer to this proposal as the “Director Proposal”); and
(7)
The Shareholder Adjournment Proposal: to consider and vote upon a proposal, by ordinary resolution, to adjourn the special meeting to a later date or dates, if necessary or appropriate, as determined by the NCAC Board (the “Shareholder Adjournment Proposal”).
Only holders of record of NCAC Ordinary Shares at the close of business on November 13, 2023 are entitled to notice of the special meeting and to vote at the special meeting and any adjournments or postponements of the special meeting.
Pursuant to NCAC’s amended and restated memorandum and articles of association (the “Amended and Restated Articles”), we are providing the holders (the “NCAC Public Shareholders”) of NCAC’s Class A ordinary shares issued as part of the units sold in NCAC’s initial public offering (the “NCAC Public Shares”) with the opportunity to redeem their NCAC Public Shares for cash equal to their pro rata share of the aggregate amount on deposit in the trust account which holds the proceeds of NCAC’s initial public offering (the “IPO”) calculated as of two business days prior to the consummation of the business combination contemplated by the Business Combination Agreement (the “Business Combination”), including interest earned on the funds held in the trust account (such interest shall be net of taxes payable) and not previously released to us to pay our taxes, divided by the number of then issued and outstanding NCAC Public Shares. For illustrative purposes, based on funds in the trust account of approximately $12,675,982 on November 8, 2023, the estimated per share redemption price would have been approximately $11.38. The NCAC Public Shareholders may elect to redeem their shares even if they vote for the Business Combination Proposal and any of the other proposals presented. A NCAC Public Shareholder, together with any of his, her or its affiliates or any other person with whom it is acting in concert or as a “group” ​(as defined under Section 13 of the Exchange Act), will be restricted from redeeming his, her or its shares with respect to more than an aggregate of 15% of the NCAC Public Shares. Holders of our outstanding warrants to purchase NCAC Public Shares (the “Public Warrants”) do not have redemption rights with respect to such warrants in connection with the Business Combination. NCAC’s Class B ordinary shares (which were converted into Class A ordinary shares of NCAC on a one-for-one basis and which we refer to as the “NCAC Class B Ordinary Shares”) will be excluded from the pro rata calculation used to determine the per-share redemption price.
 

 
Currently, Newcourt SPAC Sponsor LLC (the “Sponsor”) owns approximately 84.8% of the issued and outstanding NCAC Ordinary Shares, consisting of 100% of the NCAC Class B Ordinary Shares. Carl Linde is the ultimate controlling person of Tabula Rasa, the sole manager of the Sponsor. NCAC’s officers and directors are also members of the Sponsor, and accordingly have an indirect, economic interest in the Sponsor.
The Sponsor has agreed to waive its redemption rights with respect to its NCAC Class A Ordinary Shares for no consideration. The Sponsor and NCAC’s officers and directors have agreed to vote their NCAC Ordinary Shares, which represent approximately 84.8% of the issued and outstanding NCAC Ordinary Shares as of the date hereof, in favor of the Business Combination Proposal. As a result, the Sponsor owns a sufficient number of shares to approve all of the proposals, even if no other shares are voted in favor of such proposals.
The Merger Proposal will be consummated only if approved by a special resolution under Cayman Islands law, being the affirmative vote of the holders of a majority of at least two-thirds of the NCAC Ordinary Shares who, being present and entitled to vote at the special meeting, vote in favor of the Merger Proposal at the special meeting.
Your vote is very important, regardless of the number of shares you own. Please vote as soon as possible to ensure that your vote is counted, regardless of whether you expect to attend the special meeting. Please complete, sign, date and return the enclosed proxy card in the postage-paid envelope provided. You may also submit a proxy by telephone or via the internet by following the instructions printed on your proxy card. If you are a holder of record of NCAC Public Shares, you may also cast your vote in person at the special meeting.
If you hold your shares in “street name” through a bank, broker or other nominee, you will need to follow the instructions provided to you by your bank, broker or other nominee to ensure that your shares are represented and voted at the special meeting. A failure to vote your shares will have no effect on the approval the proposals.
If you sign and return your proxy card without indicating how you wish to vote, your proxy will be voted in favor of each of the proposals presented at the special meeting. If you fail to return your proxy card or fail to instruct your bank, broker or other nominee how to vote, and do not attend the special meeting in person, the effect will be that your shares will not be counted for purposes of determining whether a quorum is present at the special meeting. If a valid quorum is established, any such failure to vote or to provide voting instructions will have no effect on the outcome of the proposals.
Your attention is directed to the proxy statement/prospectus accompanying this notice (including the financial statements and annexes attached thereto) for a more complete description of the proposed Business Combination and related transactions and each of our proposals. We encourage you to read this proxy statement/prospectus carefully. The special meeting will be held in person at the offices of McDermott Will & Emery LLP, located at One Vanderbilt Avenue, New York, New York 10017. You may attend the special meeting and vote your shares electronically during the special meeting via live webcast by visiting https://www.cstproxy.com/newcourtacquisition/bc2023. If you have any questions or need assistance voting your shares, please call our proxy solicitor, Advantage Proxy, at (877) 870-8565 or (206) 870-8565.
By Order of the Board of Directors,
/s/ Marc Balkin
Marc Balkin
Chief Executive Officer and Director
November 15, 2023
 

 
TABLE OF CONTENTS
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ABOUT THIS PROXY STATEMENT/PROSPECTUS
This document, which forms part of a registration statement on Form F-4 filed with the U.S. Securities and Exchange Commission (the “SEC”) by Pubco, constitutes a prospectus of Pubco under Section 5 of the Securities Act, with respect to the Pubco Common Shares to be issued to the NCAC shareholders, the Pubco Public Warrants to be issued to NCAC warrant holders and the Pubco Common Shares underlying such Pubco Public Warrants, if the Business Combination described herein is consummated. This document also constitutes a notice of meeting and a proxy statement under Section 14(a) of the U.S. Securities Exchange Act of 1934, as amended (the “Exchange Act”) with respect to the special meeting at which NCAC shareholders will be asked to consider and vote upon a proposal to approve the Business Combination by the approval and adoption of the Business Combination Agreement, among other matters.
This document does not constitute an offer to sell or the solicitation of an offer to buy securities in any jurisdiction or to any person to whom it would be unlawful to make such offer.
This proxy statement/prospectus includes trademarks, tradenames and service marks, certain of which belong to NCAC or Psyence and others that are the property of other organizations. Solely for convenience, trademarks, tradenames and service marks referred to in this proxy statement/prospectus appear without the ®, TM and SM symbols, but the absence of those symbols is not intended to indicate, in any way, that we or Psyence will not assert our or their rights or that the applicable owner will not assert its rights to these trademarks, tradenames and service marks to the fullest extent under applicable law. We do not intend our use or display of other parties’ trademarks, trade names or service marks to imply, and such use or display should not be construed to imply, a relationship with, or endorsement or sponsorship of us by, these other parties.
MARKET AND INDUSTRY DATA
In this proxy statement/prospectus, we present industry data, information and statistics regarding Psyence’s industry, business and the markets in which Psyence competes as well as publicly available information, industry and general publications and research and studies conducted by third parties. This information is supplemented where necessary with Psyence’s own internal estimates and information obtained from discussions with its customers, taking into account publicly available information about other industry participants and Psyence’s management’s judgment where information is not publicly available. This information appears in “Summary of the Proxy Statement/Prospectus,” “Psyence Biomed Corp. Management’s Discussion and Analysis of Financial Condition and Results of Operations,” “Information About Psyence” and other sections of this proxy statement/prospectus.
Unless otherwise expressly stated, we obtained this industry, business, market and other data from reports, research surveys, studies and similar data prepared by market research firms and other third parties, industry and general publications, government data and similar sources that we believe to be reliable. In some cases, we do not expressly refer to the sources from which this data is derived. In that regard, when we refer to one or more sources of this type of data in any paragraph, you should assume that other data of this type appearing in the same paragraph is derived from the same sources, unless otherwise expressly stated or the context otherwise requires. While we have compiled, extracted and reproduced industry data from these sources, we have not independently verified the data. Industry publications, research, studies and forecasts generally state that the information they contain has been obtained from sources believed to be reliable, but that the accuracy and completeness of such information is not guaranteed. Forecasts and other forward-looking information obtained from these sources are subject to the same qualifications and uncertainties as the other forward-looking statements in this proxy statement/prospectus. These forecasts and forward-looking information are subject to uncertainty and risk due to a variety of factors, including those described under “Risk Factors.” These and other factors could cause results to differ materially from those expressed in any forecasts or estimates.
 
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FREQUENTLY USED TERMS
Key Business and Business Combination Related Terms
Unless otherwise stated or unless the context otherwise requires in this document:
“Amended and Restated Articles” means NCAC’s amended and restated memorandum and articles of association, as amended.
“Ancillary Agreements” means the Lock-up Agreements, the Sponsor Support Agreement, the Parent Support Agreement and each other agreement, instrument and certificate required by, necessary or appropriate to, or contemplated in connection with, the Business Combination Agreement to be executed by any of the parties or their affiliates.
“Backstop Shares” means the up to 3,000,000 NCAC Class B Ordinary Shares that the Sponsor may transfer for reduction of any deferred underwriting fees, or to transfer to non-affiliated investors providing backstop financing, non-redemption agreements or other financial support in connection with the Business Combination. Any Backstop Shares not utilized as envisaged above will be subject to forfeiture by the Sponsor and cancelled.
“Business Combination” means the business combination transaction pursuant to which, among other things, (i) Parent will contribute Psyence to Pubco in a share for share exchange and (ii) immediately thereafter, Merger Sub will merge with and into NCAC, with NCAC being the surviving company in the merger and each outstanding NCAC Ordinary Share will convert into the right to receive one Pubco Common Share.
“Business Combination Agreement” means the Amended and Restated Business Combination Agreement, dated as of July 31, 2023, as amended, supplemented, or otherwise modified from time to time, by and among NCAC, Sponsor, Parent, Pubco, Merger Sub, Psyence Biomed Corp. and Psyence.
“Business Combination Proposal” means the proposal to approve the adoption of the Business Combination Agreement and the Business Combination.
“Cantor” means Cantor Fitzgerald & Co., the underwriter of the IPO.
“CCM” means Cohen & Company Capital Markets, a division of J.V.B. Financial Group LLC, an affiliate of a passive member of the Sponsor.
“Closing” means the consummation of the Business Combination.
“Closing Date” means the date upon which the Closing is to occur.
“Code” means the Internal Revenue Code of 1986, as amended.
“Company Exchange” means the exchange in which Parent will contribute Psyence to Pubco in a share for share exchange.
“Continental” means Continental Stock Transfer & Trust Company, NCAC’s transfer agent and warrant agent.
“Effective Time” means the effective time of the Merger.
“Exchange Act” means the Securities Exchange Act of 1934, as amended.
“First Extension” means the six-month extension to July 22, 2023 for NCAC to complete an initial business combination.
“First Extension Note” means the non-interest bearing, unsecured promissory note payable upon consummation of the Business Combination by NCAC of up to $495,000 (representing a deposit of $0.055 per NCAC Public Share to the Trust Account) for the First Extension.
“U.S. GAAP” means generally accepted accounting principles in the United States of America.
 
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“IFRS” means the International Financial Reporting Standards issued by the International Accounting Standards Board.
“IPO” means NCAC’s initial public offering of NCAC Public Units, consummated on October 22, 2021.
“JOBS Act” means the Jumpstart Our Business Startups Act of 2012, as amended.
“Lock-Up Agreements” means the agreements by which the Sponsor will agree that all NCAC Class B Ordinary Shares (and all shares of Pubco acquired in respect thereof) are locked-up until the earlier of (i) the date that is six (6) months after the Closing and (ii) subsequent to the Closing, the date on which Pubco completes a liquidation, merger, share exchange, reorganization or other similar transaction that results in Pubco’s public shareholders having the right to exchange their Pubco Common Shares for cash, securities or other property.
“Merger” means the merger in which Merger Sub will merge with and into NCAC, with NCAC being the surviving company in the merger and each outstanding NCAC Ordinary Share will convert into the right to receive one Pubco Common Share.
“Merger Sub” means Psyence (Cayman) Merger Sub, a Cayman Islands exempted company and a direct and wholly owned subsidiary of Pubco.
“Nasdaq” means The Nasdaq Stock Market LLC.
“NCAC” means Newcourt Acquisition Corp, a Cayman Islands exempted company.
“NCAC Class A Ordinary Shares” means NCAC’s Class A ordinary shares, par value $0.0001 per share.
“NCAC Class B Ordinary Shares” means NCAC’s Class B Ordinary Shares, par value $0.0001 per share, which were converted into NCAC Class A Ordinary Shares on a one-for-one-basis on October 20, 2023.
“NCAC Ordinary Shares” means the NCAC Public Shares and the NCAC Class B Ordinary Shares, collectively.
“NCAC Private Placement Shares” means the NCAC Class A Ordinary Shares underlying the NCAC Private Placement Units.
“NCAC Private Placement Units” means the units, each unit consisting of one NCAC Private Placement Share and one-half of one NCAC Private Placement Warrant, purchased in a private placement in connection with the IPO.
“NCAC Private Placement Warrants” means the warrants to purchase NCAC Public Shares underlying the NCAC Private Placement Units.
“NCAC Public Shareholders” means the holders of NCAC Public Shares.
“NCAC Public Shares” means NCAC Class A Ordinary Shares issued as part of the NCAC Public Units sold in the IPO.
“NCAC Public Units” means the 25,000,000 units issued in connection with the IPO, each of which consists of one NCAC Class A Ordinary Share and one-half of one NCAC Public Warrant.
“NCAC Public Warrants” means the warrants included in the NCAC Public Units sold in the IPO, each of which is exercisable for one NCAC Class A Ordinary Share, in accordance with its terms.
“NCAC Shareholder Redemption” means the opportunity of NCAC Public Shareholders to redeem NCAC Public Shares by tendering such shares for redemption in accordance with NCAC’s organizational documents.
“NCAC Units” means the NCAC Public Units, the NCAC Private Placement Units and, if issued, the NCAC Working Capital Units.
 
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“NCAC Warrants” means the NCAC Public Warrants, the NCAC Private Placement Warrants and, if issued, the NCAC Working Capital Warrants.
“NCAC Working Capital Shares” means the NCAC Class A Ordinary Shares underlying the NCAC Working Capital Units.
“NCAC Working Capital Units” means the units issuable upon conversion of the Promissory Note at a price of $10.00 per unit, with such units being identical to the NCAC Private Placement Units.
“NCAC Working Capital Warrants” means the warrants underlying the NCAC Working Capital Units, with such warrants being identical to the NCAC Private Placement Warrants.
“OBCA” means the Business Corporations Act (Ontario).
“Original Business Combination Agreement” means that certain Business Combination Agreement entered into on January 9, 2023 by and among, NCAC, the Sponsor, Parent and Psyence Biomed Corp., a corporation organized under the laws of British Columbia, Canada.
“Parent” means Psyence Group Inc., a corporation organized under the laws of Ontario, Canada.
“Parent Support Agreement” means the agreement pursuant to which such shareholders of the Parent will agree to, among other things, vote in favor of the Business Combination and the transactions contemplated by the Business Combination Agreement.
“PCAOB” means the Public Company Accounting Oversight Board.
“Promissory Note” means the promissory note issued by NCAC to the Sponsor on January 17, 2023, pursuant to which NCAC may borrow up to an aggregate principal amount of $1,000,000.
“Psyence” means Psyence Biomed II Corp., a corporation organized under the laws of Ontario, Canada.
“Psyence Common Shares” means the shares of common stock of Psyence.
“Pubco” means Psyence Biomedical, Ltd., a corporation organized under the laws of Ontario, Canada.
“Pubco Common Shares” means the shares of common stock of Pubco.
“Pubco Public Warrants” means the former NCAC Warrants converted at the Effective Time into a right to acquire one Pubco Common Share on substantially the same terms as were in effect immediately prior to the Effective Time under the terms of the Warrant Agreement.
“Pubco Securities” means Pubco Common Shares and Pubco Public Warrants, collectively.
“SEC” means the U.S. Securities and Exchange Commission.
“Second Extension” means the six-month extension to January 24, 2024 for NCAC to complete an initial business combination.
“Second Extension Note” means the non-interest bearing, unsecured promissory note payable upon consummation of the Business Combination by NCAC of up to $750,000 for the Second Extension and operating costs.
“Securities Act” means the Securities Act of 1933, as amended.
“Shareholder Adjournment Proposal” means a proposal to consider and vote upon a proposal to adjourn the special meeting to a later date or dates, if necessary or appropriate, as determined by the NCAC Board.
“Sponsor” means Newcourt SPAC Sponsor LLC, a Delaware limited liability company.
“Sponsor Support Agreement” means the support agreement to be entered into by the Sponsor, and the officers and directors of NCAC, in their capacities as shareholders of NCAC, NCAC and Psyence,
 
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pursuant to which such shareholders of NCAC will agree to, among other things, vote in favor of the Business Combination and other related matters.
“Treasury Regulations” means the regulations, including proposed and temporary regulations, promulgated under the Code.
“Trust Account” means the trust account that holds the net proceeds of the sale of the NCAC Public Units in the IPO and the sale of the NCAC Private Placement Units.
“Underwriting Agreement” means the Underwriting Agreement, dated October 19, 2021, entered into at the time of the IPO by and between NCAC and Cantor.
“Warrant Agreement” means the warrant agreement, dated October 19, 2021, by and between NCAC and Continental Stock Transfer & Trust Company, as warrant agent, governing NCAC’s outstanding warrants.
 
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QUESTIONS AND ANSWERS ABOUT THE BUSINESS COMBINATION
The following questions and answers briefly address some commonly asked questions about the proposals to be presented at the special meeting, including with respect to the proposed Business Combination. The following questions and answers may not include all the information that is important to NCAC’s shareholders. Shareholders are urged to read carefully this entire proxy statement/prospectus, including the financial statements and annexes attached hereto and the other documents referred to herein.
Questions and Answers About the Special Meeting of NCAC’s Shareholders and the Related Proposals
Q.
Why am I receiving this proxy statement/prospectus?
A.
NCAC has entered into the Business Combination Agreement with NCAC, Sponsor, Parent, Pubco, Merger Sub and Psyence, which provides for the Business Combination in which, among other transactions, Psyence will become a direct wholly-owned subsidiary of Pubco, and NCAC will become a direct wholly-owned subsidiary of Pubco. A copy of the Business Combination Agreement is attached to this proxy statement/prospectus as Annex A.
The consideration to be paid to the Parent will be equal to an aggregate of 5,000,000 Pubco Common Shares. In addition, at the Effective Time, each NCAC Ordinary Share will be cancelled and automatically deemed for all purposes to represent the right to receive one Pubco Common Share. At the Effective Time, each of NCAC’s warrants that are outstanding immediately prior to the Effective Time will, pursuant to and in accordance with the Warrant Agreement, automatically and irrevocably be modified to provide that such warrant will no longer entitle the holder thereof to purchase the number of NCAC Ordinary Shares set forth therein and in substitution thereof such warrant will entitle the holder thereof to acquire the same number of Pubco Common Shares per warrant on the same terms. Please see “The Business Combination Agreement” for further information.
NCAC shareholders are being asked to consider and vote upon the Business Combination Proposal to approve the adoption of the Business Combination Agreement, the Business Combination, the Merger Proposal to approve the Merger and the Plan of Merger, among other proposals at the special meeting. You are receiving this proxy statement/prospectus because you hold NCAC Ordinary Shares as of the record date for the special meeting.
The NCAC Public Shares, NCAC Public Warrants and NCAC Public Units are currently listed on Nasdaq under the symbols “NCAC,” “NCACW” and “NCACU,” respectively. Pubco intends to apply to list its Pubco Common Shares and Pubco Public Warrants on Nasdaq in connection with the Closing. All outstanding NCAC Public Units will be separated into their underlying securities immediately prior to the Closing. Accordingly, Pubco will not have units outstanding following consummation of the Business Combination.
This proxy statement/prospectus and its annexes contain important information about the proposed Business Combination and the proposals to be acted upon at the special meeting. You should read this proxy statement/prospectus and its annexes carefully and in their entirety. This document also constitutes a prospectus of Pubco with respect to the Pubco Common Shares issuable in connection with the Business Combination.
Q.
When and where is the special meeting?
A.
The special meeting will be held in person at 1:00 p.m., Eastern time, on November 30, 2023, at the offices of McDermott Will & Emery LLP, located at One Vanderbilt Avenue, New York, New York 10017. You may attend the special meeting and vote your shares electronically during the special meeting via live webcast by visiting https://www.cstproxy.com/newcourtacquisition/bc2023.
Q.
What matters will shareholders consider at the special meeting?
A.
At the NCAC special meeting, NCAC will ask its shareholders to vote in favor of the following proposals:

The Business Combination Proposal: a proposal, to adopt and approve, by ordinary resolution, the Business Combination Agreement and the Business Combination.
 
6

 

The Merger Proposal: a proposal to approve, by special resolution: (i) NCAC be authorized to merge with Merger Sub, so that NCAC be the surviving company and all undertaking, property and liabilities of Merger Sub vest in NCAC by virtue of the Merger in accordance with the Business Combination Agreement and the Companies Act (As Revised) of the Cayman Islands; (ii) the Plan of Merger in the form attached as Annex D, pursuant to which NCAC will merge with Merger Sub, with NCAC being the surviving company; and (iii) entry into the Plan of Merger.

The Organizational Documents Proposal: to consider and vote upon a proposal to approve by special resolution under Cayman Islands law, assuming the Business Combination Proposal is approved and adopted, the approval of the articles of incorporation and amended and restated by-laws (together, the “Proposed Articles”) of Pubco, which, if approved, would take effect at the time of the Closing (we refer to this proposal as the “Organizational Documents Proposal”)

The Advisory Articles Proposals: to consider and vote, on an advisory and non-binding basis, on three separate sub-proposals to approve certain governance provisions in the Proposed Articles. These separate votes are not otherwise required by under Cayman Islands law, separate and apart from the Organizational Documents Proposal, but are required by SEC guidance requiring that stockholders have the opportunity to present their views on important corporate governance provisions (we refer to these proposals as the “Advisory Articles Proposals”)
a.
Advisory Articles Proposal 4A: To approve, on an advisory and non-binding basis, provisions to be included in the Proposed Articles which establish the authorized capital of Pubco to consist of an unlimited number of common shares.
b.
Advisory Articles Proposal 4B: To approve, on an advisory and non-binding basis, provisions to be included in the Proposed Articles which establish Pubco’s corporate name as “Psyence Biomedical Ltd.”
c.
Advisory Articles Proposal 4C: To approve, on an advisory and non-binding basis, the exclusion from the Proposed Articles of certain provisions related to NCAC’s status as a blank check company that will not apply to Pubco upon consummation of the Business Combination.

The Incentive Plan Proposal: to consider and vote upon a proposal to approve by ordinary resolution under Cayman Islands law, the Pubco 2023 Equity Incentive Plan (the “Incentive Plan”), a copy of which is attached to this proxy statement/prospectus as Annex E (we refer to this proposal as the “Incentive Plan Proposal”);

The Director Proposal: to consider and vote upon the appointment of five (5) directors, who, upon consummation of the Business Combination, will constitute all the members of the board of directors of Pubco (we refer to this proposal as the “Director Proposal”); and

The Shareholder Adjournment Proposal: to consider and vote upon a proposal to approve, by ordinary resolution, the adjournment of the special meeting to a later date or dates, if necessary or appropriate, as determined by the NCAC Board (the “Shareholder Adjournment Proposal”).
Q.
Are any of the proposals conditioned on one another?
A.
The Business Combination is conditioned upon the approval of the Business Combination Proposal, the Merger Proposal, the Organizational Documents Proposal, the Incentive Plan Proposal and the Director Proposal, subject to the terms of the Business Combination Agreement. The Business Combination is not conditioned on the approval of the Advisory Articles Proposals or the Shareholder Adjournment Proposal. The Business Combination Proposal is conditioned upon the approval of the Merger Proposal, and the Merger Proposal is conditioned upon the approval of the Business Combination Proposal. If the Business Combination Proposal and Merger Proposal are not approved, the other proposals (except the Shareholder Adjournment Proposal, if applicable) will not be presented to the shareholders for a vote.
 
7

 
Q.
What will happen in the Business Combination?
A.
In connection with the Business Combination:

Parent will contribute Psyence to Pubco in a share for share exchange pursuant to the Company Exchange;

immediately thereafter, Merger Sub will merge with and into NCAC, with NCAC being the surviving company in the Merger and each outstanding NCAC Ordinary Share will convert into the right to receive one Pubco Common Share;

each outstanding NCAC Ordinary Share will be exchanged for one Pubco Common Share;

each issued and outstanding NCAC Warrant will cease to represent a right to acquire NCAC Ordinary Shares and will instead represent the right to acquire the same number of Pubco Common Shares, at the same exercise price and on the same terms as in effect immediately prior to the closing of the Business Combination; and

as a result of the Business Combination, each of NCAC and Psyence will become direct wholly-owned subsidiaries of Pubco.
Q.
Why is NCAC proposing the Business Combination Proposal?
A.
NCAC was organized for the purpose of effecting a merger, share exchange, asset acquisition, share purchase, recapitalization, reorganization or similar business combination with one or more businesses.
Under NCAC’s Amended and Restated Articles, NCAC must provide all NCAC Public Shareholders with the opportunity to have their NCAC Public Shares redeemed upon the consummation of NCAC’s initial business combination either in conjunction with a tender offer or in conjunction with a shareholder vote.
Q.
Who is Psyence?
A.
Psyence is the therapeutic division of Parent, a life science biotechnology company listed on the Canadian Securities Exchange (CSE:PSYG) and quoted on the OTCQB (OTCQB: PSYGF), with a focus on natural psychedelics. Psyence develops natural psilocybin products for the healing of psychological trauma and its mental health consequences in the context of palliative care. Psyence has commenced the clinical trial process to evaluate the safety and efficacy of its product candidates.
Psyence’s lead product candidate is PEX010, a capsule containing 25mg naturally sourced psilocybin and which is being used in Psyence’s Phase IIb Study. Psyence has entered into two IP licensing agreements (the “Filament Licensing Agreements”) with Filament Health Corp., a Canadian company that produces natural psilocybin capsules and the proprietary owner of PEX010 (“Filament”), for the licensing of PEX010 with respect to Psyence’s designated fields of use: anxiety and depression, including associated ailments, such as PTSD, stress, grief, and adjustment disorder within the context of palliative care.
In April 2022, Psyence entered into a license agreement with Filament for the licensing of PEX010 and its associated intellectual property, as well as for the supply of PEX010 for the specific intention of the clinical development of the product, and ultimately, for the marketing authorization for PEX010’s use in palliative care patients (the “Research IP Agreement”). Pursuant to the Research IP Agreement, Filament grants to Psyence an irrevocable, royalty free, worldwide license (with the right to sublicense, subject to certain restrictions) to use and distribute PEX010 and certain related intellectual property (such as delivery mechanism, preparation methods and know-how) solely for use in connection with pre-clinical and clinical studies and trials to be conducted in Canada, the UK and world-wide in the treatment of anxiety and depression, including associated ailments, such as PTSD, stress, grief, and adjustment disorder within the context of palliative care (the “designated fields of use”). This license is granted in respect of the clinical trial phase of Psyence’s activities, specifically phase II clinical trials. The license is granted on an exclusive basis solely within the territory of the UK with respect to the designated fields of use, and Psyence has a right of first refusal to extend its exclusive license beyond the territory of the UK. Psyence does not have any rights to use PEX010 for any profit-making or commercial
 
8

 
purposes under the Research IP Agreement. Any results of testing, research, conduct of and any information derived from the clinical studies and trials using PEX010 shall be the sole property of Psyence. Under the Research IP Agreement, Filament is entitled to receive milestone payments of up to CAD$250,000 in aggregate based on four distinct phase II clinical trial milestones to be achieved by Psyence. Should Psyence pursue a second or multiple indications, such aggregate milestone payments will increase accordingly. For the year ended March 31, 2023, Psyence incurred costs of $170,072 for the formulation and licensing of PEX010 that was accounted for as research and development costs.
In addition to the licensing rights described above, per the terms of the Research IP Agreement, Filament has undertaken to support Psyence’s clinical trial efforts through the supply of the required quantities of PEX010 to Psyence, for no additional charge, based on Psyence’s good faith forecasts of its needs. Filament will also create and provide such information, assistance and support for the execution of the dossiers, IMBP and other documents required to conduct Psyence’s clinical trials in accordance with the trial schedules. The license term is 5 years, expiring in April 2027, however the license may be terminated early (a) by either party upon notice to the other party, where Psyence notifies Filament in writing that all of its clinical trials have been completed or abandoned; (b) by a party upon notice to the other party, if the other party becomes subject to bankruptcy proceedings; (c) by a party if the other party commits a breach of a material term of the Research IP Agreement and fails to remedy such breach; or (d) by a party upon notice to the other party, if the other party has a licence, permit or approval revoked by competent authorities which compromises its ability to grant the licenses contemplated in the Research IP Agreement or its ability to perform under the Research IP Agreement.
In December 2022, Psyence entered into a royalty-bearing, binding term sheet for the commercial licensing of intellectual property (with the right to sub-license) from Filament, which is subject to the terms of a definitive license agreement, and grants Psyence the worldwide right to commercialize PEX010 within the designated fields of use, being anxiety and depression, including associated ailments, such as PTSD, stress, grief, and adjustment disorder within the context of palliative care (the “Commercial IP Term Sheet”). The license is granted on an exclusive basis within the UK, the European Union and the United States, and Psyence has a right of first refusal to extend its exclusive license beyond such territories, including Australia. Such commercial licensing rights apply in respect of phase III clinical trials, as well as the commercialization phase of the development of PEX010. Upon the entry of a generic product for sale in a country, the parties shall, in good faith, re-negotiate (on a country-by-country basis) the royalty rate or determine a termination date for the definitive license agreement and the royalty payments.
Under the Commercial IP Term Sheet, Filament is entitled to receive milestone payments of up to CAD$3 million over the course of Psyence’s clinical development and marketing authorizations achieved by Psyence, however should Psyence pursue a second or multiple indications, such aggregate milestone payments will increase accordingly. The second of these milestone payments is based on the size of each jurisdiction in which marketing authorization is obtained and is subject to an overall cap. Filament will also receive a royalty of 10% of future net sales, as well as an annual exclusivity fee of CDN$250,000 per year (commencing on the date of Psyence’s Phase II clinical trial study report), which will be creditable against these future royalty fees.
In addition to the licensing rights described above, Filament has undertaken to support Psyence’s clinical trial efforts through the exclusive supply of the required quantities of PEX010 to Psyence based on Psyence’s good faith forecasts of its needs. Pursuant to the Commercial IP Term Sheet, Filament agrees to be the exclusive supplier to Psyence of any and all drug candidates within the designated fields of use and agrees not to supply PEX010 to any other clients pursuing a target indication within the designated fields of use in the territories in which Psyence has licensing exclusivity, subject to certain conditions. Filament will supply PEX010 to Psyence for no additional charge, subject to certain shared costs agreed upon on a case-by-case basis between the parties. Psyence agrees not to conduct research, development or analysis activities and agrees not to develop any products other than PEX010 within the designated fields of use, and Psyence and its representatives shall not solicit or engage in discussions with another supplier for the supply of drug candidates within the designated fields of use. Psyence has agreed to make clinical trial safety and efficacy data available to Filament for internal business use (among other things). Should Filament wish to use such data to pursue the commercialization of
 
9

 
PEX010 outside of Psyence’s exclusive territories, Filament shall pay Psyence a percentage of future net sales in the low double digits, for a period no more than 8 (eight) years.
The term of Commercial IP Term Sheet expires on a country-by-country basis, based on the entry of a generic product into the affected market. The license may be terminated early (a) by a party if the other party commits a breach of a material term of or warranty in this agreement and fails to remedy such breach; (b) by a party upon notice to the other party, if the other party becomes subject to bankruptcy proceedings; or (c) by Psyence upon 60 days’ notice to Filament.
Psyence has not performed any pre-clinical or clinical trials on PEX010. PEX010 is owned and has undergone clinical trials directed by Filament and its licensees. PEX010 has received regulatory approval to proceed into Phase I and II clinical trials in several jurisdictions worldwide. The FDA, Health Canada, MHRA, and the EMA have reviewed the chemistry, manufacturing, and controls and quality information of PEX010 through its associated filed DMFs/ IMPDs. The DMF for PEX010 is also on file with the Therapeutic Goods Administration (the “TGA”) in Australia. In addition to clinical trials, PEX010 is also already being administered to real-world patients via the Health Canada Special Access Program (“SAP”). Through the SAP, PEX010 is being prescribed for end-of-life distress as well as Major Depressive Disorder. As of June 23, 2023, 79 doses of PEX010 have been administered to 67 patients. Despite the serious condition of many of these patients, no serious adverse events or unexpected adverse events have been reported in any SAP administration.
Q.
What happens if a substantial number of NCAC Public Shareholders vote in favor of the Business Combination and exercise their redemption rights?
A.
NCAC Public Shareholders may vote in favor of the Business Combination and still exercise their redemption rights, although they are not required to vote in any way to exercise such redemption rights. Accordingly, the Business Combination may be consummated even though the funds available from the Trust Account and the number of NCAC Public Shareholders are substantially reduced as a result of redemptions by NCAC Public Shareholders.
If a NCAC Public Shareholder exercises his, her or its redemption rights, such exercise will not result in the loss of any warrants that such NCAC Public Shareholder may hold. As a result, any non-redeeming NCAC Public Shareholders would experience dilution to the extent such NCAC Public Warrants are exercised and additional Pubco Common Shares are issued. In addition, to the extent of any redemptions, fewer funds from the Trust Account would be available to Pubco to be used in its business following the consummation of the Business Combination.
Pubco projects that it will require an estimated $13.4 million for the first 12 months following the closing of the Business Combination. In the event that the proceeds of the Business Combination are lower than anticipated due to excessive redemptions, or Pubco is otherwise unable to obtain PIPE financing or alternative financing sources to meet its working capital and capital expenditure requirements, and the parties elect to waive the Minimum Cash Condition and consummate the Business Combination, Pubco’s liquidity position would be materially impaired and Pubco’s growth plans will be materially and adversely affected.
The Maximum Redemptions (40% Redemptions) scenario assumes that NCAC shareholders exercise their redemption rights with respect to 445,302 NCAC Public Shares upon consummation of the Business Combination (at a redemption price of approximately $11.07 per share based on cash and marketable securities held in the trust account as of March 31, 2023 and adjusted for the redemptions that occurred on July 7, 2023). If NCAC is unable to consummate the Business Combination because it does not have sufficient funds available after the NCAC Shareholder Redemption, NCAC will be forced to cease operations and liquidate the Trust Account if it does not complete an initial business combination prior to its expiration.
Each scenario below assumes that the parties secure $20 million of PIPE financing in order to ensure that there is sufficient funding to meet the $20 million Minimum Cash Condition. At this time, the parties do not have a firm commitment of such funding. NCAC’s Sponsor, officers and directors own 84.8% of the outstanding NCAC Ordinary Shares and therefore hold the votes needed to approve or reject the
 
10

 
Business Combination. NCAC’s Sponsor, officers and directors would allow the Business Combination to close absent sufficient funding to meet the Minimum Cash Condition.
The sensitivity table below shows the potential impact of redemptions on (i) the ownership of current NCAC shareholders and Psyence shareholders and (ii) the pro forma book value per share of the shares owned by NCAC Public Shareholders under different redemption scenarios, taking into account certain potential sources of dilution as detailed below. The sensitivity table below does not include shares underlying NCAC Working Capital Warrants as potential sources of dilution as such warrants may never be issued upon consummation of the Business Combination given that the Sponsor (or its designees) is under no obligation to convert the principal balance of the Promissory Note into units.
No Redemptions
25% Redemptions
50% Redemptions
75% Redemptions
Maximum Redemptions
Pro Forma Ownership
Shares
%
Fully
Diluted
Shares
%
Fully
Diluted
Shares
%
Fully
Diluted
Shares
%
Fully
Diluted
Shares
%
Fully
Diluted
SPAC public
shareholders
1,113,021 8.5% 4.2% 1,001,696 7.7% 3.8% 890,370 6.8% 3.4% 779,045 6.1% 3.0% 667,719 5.30% 2.6%
SPAC Founder
Shares
3,535,000 26.8% 13.5% 3,535,000 27.0% 13.5% 3,535,000 27.3% 13.6% 3,535,000 27.5% 13.6% 3,535,000 27.74% 13.7%
Sponsor Private Placement shareholders
1,140,000 8.6% 4.3% 1,140,000 8.7% 4.4% 1,140,000 8.8% 4.4% 1,140,000 8.9% 4.4% 1,140,000 8.90% 4.4%
Third party advisors
402,500 3.1% 1.5% 402,500 3.1% 1.5% 402,500 3.1% 1.5% 402,500 3.1% 1.6% 402,500 3.20% 1.6%
PIPE Investors
2,000,000 15.2% 7.6% 2,000,000 15.3% 7.6% 2,000,000 15.4% 7.7% 2,000,000 15.6% 7.7% 2,000,000 15.69% 7.7%
Rollover equity shares of
Target Group
shareholders
5,000,000 37.9% 19.0% 5,000,000 38.2% 19.1% 5,000,000 38.6% 19.2% 5,000,000 38.9% 19.3% 5,000,000 39.20% 19.4%
Total Shares Outstanding, not reflecting potential sources of dilution
13,190,521 100.0% 13,079,196 100.0% 12,967,870 100.0% 12,856,545 100.0% 12,745,219 100.0%
Furthermore, $6,550,000 of the underwriting fee was deferred and conditioned upon completion of a business combination (after giving effect to the waiver of 50% of the original $13,100,000 deferred underwriting fee). The underwriter has agreed to accept 50% of the deferred underwriting fee in cash and 50% in Pubco Common Shares. The following table illustrates the effective cash deferred underwriting fee on a percentage basis for public shares in the no redemption, 25% redemption, 50% redemption, 75% redemption and maximum redemption scenarios and is based on the following assumptions: (i) there are no other issuances of equity interests of NCAC or Psyence, (ii) neither the Sponsor nor any of Psyence’s current shareholders purchase NCAC Public Shares in the open market and (iii) no NCAC warrants are exercised.
No
Redemptions
25%
Redemptions
50%
Redemptions
75%
Redemptions
Maximum
Redemptions
Unredeemed public shares
12,316,813 11,084,878 9,852,933 8,620,987 7,389,041
Underwriting cash fee
$ 3,275,000 $ 3,275,000 $ 3,275,000 $ 3,275,000 $ 3,275,000
Effective underwriter cash fee (%)
27% 30% 33% 38% 44%
Q.
Who will be the officers and directors of Pubco if the Business Combination is consummated?
A.
At the consummation of the Business Combination, the directors of Pubco will be Jody Aufrichtig, Dr. Neil Maresky, Marc Balkin, Chris Bull and Dr. Seth Feuerstein. Dr. Neil Maresky is expected to serve as Chief Executive Officer, Warwick Corden-Lloyd is expected to serve as Chief Financial Officer, and Jody Aufrichtig is expected to serve as Director and Strategic Business Development Officer of Pubco. See the section entitled “Management of Pubco Following the Business Combination.”
 
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Q.
What conditions must be satisfied to complete the Business Combination?
A.
There are a number of closing conditions in the Business Combination Agreement, including that NCAC’s shareholders have approved and adopted the Business Combination Agreement and approved the Merger Proposal. For a summary of the conditions that must be satisfied or waived prior to completion of the Business Combination, please see the section entitled “The Business Combination Agreement.”
Q.
What happens if I sell my NCAC Ordinary Shares before the special meeting?
A.
The record date for the special meeting will be earlier than the date that the Business Combination is expected to be completed. If you transfer your NCAC Ordinary Shares after the record date, but before the special meeting, unless the transferee obtains from you a proxy to vote those shares, you will retain your right to vote at the special meeting. However, you will not be entitled to receive any Pubco Common Shares following the Closing because only NCAC’s shareholders on the date of the Closing will be entitled to receive Pubco Common Shares in connection with the Closing.
Q.
What vote is required to approve the proposals presented at the special meeting?
A.
The Business Combination Proposal:
The approval of the Business Combination Proposal requires an ordinary resolution under Cayman Islands law, being the affirmative vote of the holders of a majority of the outstanding NCAC Ordinary Shares who, being present and entitled to vote thereon at the special meeting, vote at the special meeting. Accordingly, a NCAC shareholder’s failure to vote by proxy or to vote in person at the special meeting, or an abstention from voting, will have no effect on the outcome of any vote on the Business Combination Proposal. The Business Combination Proposal is conditioned on the approval of the Merger Proposal. Therefore, if the Merger Proposal is not approved, the Business Combination Proposal will have no effect, even if approved by NCAC’s shareholders.
The Merger Proposal
The approval of the Merger Proposal requires a special resolution under Cayman Islands law, being the affirmative vote of the holders of a majority of at least two-thirds of the outstanding NCAC Ordinary Shares who, being present and entitled to vote thereon at the special meeting, vote at the special meeting. The Merger Proposal is conditioned on the approval of the Business Combination Proposal. Therefore, if the Business Combination Proposal is not approved, the Merger Proposal will have no effect, even if approved by NCAC’s shareholders.
The Organization Documents Proposal:
The approval of the Organizational Documents Proposal requires a special resolution under Cayman Islands law, being the affirmative vote of the holders of a majority of at least two-thirds of the NCAC Ordinary Shares who, being present in person (including virtually) or represented by proxy and entitled to vote at the special meeting, vote at the special meeting. Accordingly, a NCAC shareholder’s failure to vote by proxy or to vote in person at the special meeting, or an abstention from voting, will have no effect on the outcome of any vote on the Shareholder Adjournment Proposal. The Organizational Documents Proposal is conditioned on the approval of the Business Combination Proposal. Therefore, if the Business Combination Proposal is not approved, the Organizational Documents Proposal will have no effect, even if approved by NCAC’s shareholders.
The Advisory Articles Proposals:
The approval of any of the Advisory Articles Proposals require an ordinary resolution under Cayman Islands law but is not required by Cayman Islands law or Ontario law separate and apart from the Organizational Documents Proposal, but pursuant to SEC guidance, NCAC is required to submit these provisions to its shareholders separately for approval as an ordinary resolution. However, the shareholder votes regarding these proposals are advisory votes, and are not binding on NCAC or the NCAC Board (separate and apart from the approval of the Organizational Documents Proposal). The
 
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Advisory Articles Proposals are conditioned on the approval of the Business Combination Proposal. Therefore, if the Business Combination Proposal is not approved, the Advisory Articles Proposals will have no effect, even if approved by NCAC’s shareholders.
The Incentive Plan Proposal:
The approval of the Incentive Plan Proposal requires an ordinary resolution, being the affirmative vote of the holders of a majority of the ordinary shares who, being present in person (including virtually) or represented by proxy and entitled to vote at the special meeting, vote at the special meeting. Accordingly, a NCAC shareholder’s failure to vote by proxy or to vote in person at the special meeting, or an abstention from voting, will have no effect on the outcome of any vote on the Incentive Plan Proposal. The Incentive Plan Proposal is conditioned on the approval of the Business Combination Proposal. Therefore, if the Business Combination Proposal is not approved, the Incentive Plan Proposal will have no effect, even if approved by NCAC’s shareholders.
The Director Proposal:
The approval of the Director Proposal requires an ordinary resolution, being the affirmative vote of the holders of a majority of the ordinary shares who, being present in person (including virtually) or represented by proxy and entitled to vote at the special meeting, vote at the special meeting. Accordingly, a NCAC shareholder’s failure to vote by proxy or to vote in person at the special meeting, or an abstention from voting, will have no effect on the outcome of any vote on the Director Proposal. The Director Proposal is conditioned on the approval of the Business Combination Proposal. Therefore, if the Business Combination Proposal is not approved, the Director Proposal will have no effect, even if approved by NCAC’s shareholders.
The Shareholder Adjournment Proposal:
The approval of the Shareholder Adjournment Proposal requires an ordinary resolution, being the affirmative vote of the holders of a majority of the ordinary shares who, being present in person (including virtually) or represented by proxy and entitled to vote at the special meeting, vote at the special meeting. Accordingly, a NCAC shareholder’s failure to vote by proxy or to vote in person at the special meeting of shareholders, or an abstention from voting, will have no effect on the outcome of any vote on the Shareholder Adjournment Proposal.
Q.
Do Psyence’s shareholders need to approve the Business Combination?
A.
Psyence’s sole shareholder, Pubco, has executed a shareholder resolution approving of the Business Combination, and therefore no further approval of the Business Combination by Psyence shareholders is required.
Q.
Will NCAC, Psyence or Pubco issue additional equity securities in connection with the consummation of the Business Combination?
A.
Pubco or NCAC may enter into equity financings in connection with the proposed Business Combination with their respective affiliates or any third parties if NCAC determines that the issuance of additional equity is necessary or desirable in connection with the consummation of the Business Combination. Any equity issuances could result in dilution of the relative ownership interest of the non-redeeming NCAC Public Shareholders or the former equity holders of Psyence.
Q.
How many votes do I have at the special meeting?
A.
NCAC’s shareholders are entitled to one vote at the special meeting for each NCAC Ordinary Share held of record as of the record date. As of the close of business on the record date, there were 8,788,021 outstanding NCAC Ordinary Shares.
Q.
How will the Sponsor, directors and officers vote?
A.
In connection with NCAC’s IPO, NCAC entered into agreements with NCAC’s Sponsor, officers and directors, pursuant to which each agreed to vote their NCAC Ordinary Shares in favor of the Business
 
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Combination Proposal. Currently, the Sponsor holds approximately 84.8% of the issued and outstanding NCAC Ordinary Shares.
Q.
What interests do NCAC’s Sponsor, current officers and directors have in the Business Combination?
A.
NCAC’s Sponsor, directors and executive officers may have interests in the Business Combination that are different from, in addition to, or in conflict with, yours. These interests include, among other things, the interests listed below:

The NCAC Class B Ordinary Shares were acquired in March 2021 for an aggregate purchase price of $25,000, and such shares would become worthless if NCAC does not complete a business combination within the applicable time period, as the Sponsor has waived any right to redemption with respect to these shares for no consideration. Following the closing of the Business Combination, members of the Sponsor will beneficially own an aggregate of up to 4,455,000 Pubco Common Shares upon conversion of their NCAC Class B Ordinary Shares and NCAC Private Placement Shares (assuming all Backstop Shares have been transferred or forfeited). Such shares have an aggregate market value of approximately $49.94 million, based on the closing price of NCAC Public Shares on Nasdaq of $11.21 on November 8, 2023;

Members of the Sponsor will own 460,000 Pubco Public Warrants following the closing of the Business Combination, which will expire worthless if NCAC does not complete a business combination. Based on the closing price of NCAC Public Warrants of $0.0171 on Nasdaq on November 8, 2023, the Pubco Public Warrants to be held by the Sponsor would be valued at approximately $7,866;

NCAC’s Sponsor, affiliates of the Sponsor, officers and directors may make loans from time to time to NCAC to fund certain capital requirements. On January 17, 2023, NCAC issued the Promissory Note to the Sponsor, pursuant to which NCAC may borrow up to an aggregate principal amount of $1,000,000. The Promissory Note is non-interest bearing and payable upon the consummation of a business combination. Upon consummation of a business combination, the Sponsor shall have the option, but not the obligation, to convert the principal balance of the Promissory Note into NCAC Working Capital Units at a price of $10.00 per NCAC Working Capital Unit. Additional loans may be made after the date of this proxy statement/prospectus. The Sponsor previously extended the period of time to consummate the Business Combination by six months (for a total of up to 21 months to complete a Business Combination, from January 22, 2023 to July 22, 2023) by contributing an aggregate of $495,000 to NCAC (with NCAC depositing such funds into the Trust Account ($0.055 per NCAC Public Share) for each additional month), in exchange for a non-interest bearing, unsecured promissory note payable at the consummation of the Business Combination. The Sponsor has funded the entire $495,000 amount of the First Extension Note as of the date hereof. The Sponsor has extended the period of time to consummate the Business Combination by an additional six months (for a total of up to 27 months to complete a Business Combination, from July 22, 2023 to January 22, 2024) by contributing an aggregate of approximately $200,000 to NCAC (with NCAC depositing such funds into the Trust Account ($0.03 per NCAC Public Share) for each additional month), in exchange for a non-interest bearing, unsecured promissory note payable at the consummation of the Business Combination. The Sponsor has funded approximately $133,562.52 of the Second Extension Note as of the date hereof. If the Business Combination is not consummated, any outstanding loans, including the Promissory Note, the First Extension Note and the Second Extension Note, will not be repaid and will be forgiven except to the extent there are funds available to NCAC outside of the Trust Account;

NCAC’s Sponsor, officers and directors and their affiliates will not receive reimbursement for any out-of-pocket expenses incurred by them on NCAC’s behalf incident to identifying, investigating and consummating a business combination to the extent such expenses exceed the amount not required to be retained in the Trust Account, unless a business combination is consummated. As of the record date, the Sponsor and NCAC’s officers and directors and their affiliates had incurred no unpaid reimbursable expenses;

The appointment of Mr. Marc Balkin as a director of Pubco. As a director, in the future, Mr. Balkin may receive any cash fees, stock options or stock awards that the Pubco Board determines to pay to its directors;
 
14

 

The continued indemnification of current directors and officers of NCAC and the continuation of directors’ and officers’ liability insurance after the Business Combination;

The Sponsor and its affiliates will lose their entire investment in NCAC with respect to the NCAC Class B Ordinary Shares and NCAC Private Placement Units they own if an initial business combination is not completed, which were collectively purchased by such parties for an aggregate purchase price of $25,000 and $9,200,000, respectively. Such capital contributions would be lost if an initial business combination is not completed;

If NCAC is unable to complete a business combination within the required time period, the Sponsor and its affiliates stand to lose up to approximately $49,948,416 (based on the market value as of November 8, 2023), of the NCAC Class B Ordinary Shares detailed above, the market value (as of November 8, 2023) of the NCAC Private Placement Warrants detailed above and the amount loaned pursuant to the Promissory Note, the First Extension Note and the Second Extension Note; and

CCM, an affiliate of the Sponsor, is acting as financial advisor to NCAC. In connection therewith, CCM will be paid (i) an advisory fee in an amount equal to $1,000,000 paid in full simultaneously with 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, including but not limited to, proceeds released from the Trust Account with respect to any NCAC shareholder that (x) entered into a non-redemption or other similar agreement or (y) did not redeem NCAC Class A Ordinary Shares, in each instance to the extent such shareholder was identified to NCAC by CCM (the “Offering Fee”, and, together with the Advisory Fee, the “Transaction Fee”) which shall be payable by NCAC and due to CCM simultaneously with the closing of the business combination transaction; provided, however, that NCAC may apply up to 50% of the Offering Fee (but no more than $500,000) as a reduction to the Advisory Fee.
These financial interests may mean that the Sponsor (and accordingly NCAC’s officers and directors who are members of the Sponsor) may be incentivized to complete the Business Combination, or an alternative business combination, with a less favorable target company or on terms less favorable to shareholders than they would otherwise recommend or approve, as the case may be, rather than allow NCAC to wind up having failed to consummate a business combination and lose their entire investment. For example, if the share price of Pubco Common Shares declined to $5.00 per share after the close of the Business Combination, NCAC Public Shareholders that purchased NCAC Public Shares in the IPO, would have a loss of $5.00 per share, while the Sponsor would have a gain because the Sponsor acquired its NCAC Class B Ordinary Shares for a nominal amount. In other words, the Sponsor can earn a positive rate of return on its investment even if NCAC Public Shareholders experience a negative rate of return in Pubco.
These interests may influence NCAC’s directors in making their recommendation to vote in favor of the approval of the Business Combination Proposal. Please read the section entitled “The Business Combination — Interests of NCAC’s Directors and Officers in the Business Combination.”
Q.
Will NCAC pay its Sponsor, officers or directors, or any entities with which they are affiliated, any finder’s fee, consulting fee or other compensation prior to, or for any services they rendered in order to effectuate, the consummation of our initial business combination?
A.
NCAC will not pay its Sponsor, officers or directors, or any entities with which they are affiliated, any finder’s fee, consulting fee or other compensation prior to, or for any services they rendered in order to effectuate, the consummation of our initial business combination, other than as described in NCAC’s final IPO prospectus, except that NCAC intends to pay CCM, an affiliate of the Sponsor, the Transaction Fee, which will be payable to CCM simultaneously with the closing of the business combination transaction. NCAC intends to pay the Transaction Fee despite disclosure to the contrary in NCAC’s final IPO prospectus in consideration for services rendered by CCM in connection with the Business
 
15

 
Combination. See “What interests do NCAC’s Sponsor, current officers and directors have in the Business Combination?” and “Risk Factors — Risks Related to NCAC and the Business Combination — There may be legal proceedings relating to payment of the Transaction Fee to CCM.”
Q.
What happens if the Business Combination Proposal is not approved?
A.
If the Business Combination Proposal is not approved, NCAC will have until January 24, 2024 to consummate an initial business combination following the extension detailed above.
Q.
Do I have redemption rights?
A.
If you are a holder of NCAC Public Shares, you may redeem your NCAC Public Shares for cash equal to their pro rata share of the aggregate amount on deposit in the Trust Account, which holds the proceeds of NCAC’s IPO, calculated as of two business days prior to the consummation of the Business Combination, including interest earned on the funds held in the Trust Account (such interest shall be net of taxes payable) and not previously released to NCAC to pay its taxes, divided by the number of then issued and outstanding NCAC Public Shares. Holders of the outstanding NCAC Public Warrants do not have redemption rights with respect to such warrants in connection with the Business Combination. The Sponsor has agreed to waive its redemption right with respect to the NCAC Ordinary Shares in connection with the completion of NCAC’s initial business combination for no consideration. The NCAC Class B Ordinary Shares will be excluded from the pro rata calculation used to determine the per-share redemption price. For illustrative purposes, based on funds in the trust account of approximately $12,675,982 on November 8, 2023, the estimated per share redemption price would have been approximately $11.38. Additionally, NCAC Public Shares properly tendered for redemption will only be redeemed if the Business Combination is consummated; otherwise, holders of such shares will only be entitled to a pro rata portion of the Trust Account in connection with the liquidation of the Trust Account.
Q.
Is there a limit on the number of shares I may redeem?
A.
A Public Shareholder, together with any affiliate of his or hers or any other person with whom he or she is acting in concert or as a “group” ​(as defined in Section 13(d)(3) of the Exchange Act) will be restricted from seeking redemption rights with respect to 15% or more of the NCAC Public Shares. Accordingly, all shares in excess of 15% of the NCAC Public Shares owned by a holder will not be redeemed. On the other hand, a Public Shareholder who holds less than 15% of the NCAC Public Shares may redeem all of the NCAC Public Shares held by him or her for cash.
Q.
Will how I vote affect my ability to exercise redemption rights?
A.
No. You may exercise your redemption rights whether you vote your NCAC Public Shares for or against the Business Combination Proposal or any other proposal described in this proxy statement/prospectus, or do not vote your shares. As a result, the Business Combination Proposal can be approved by shareholders who will redeem their NCAC Public Shares and no longer remain shareholders, leaving shareholders who choose not to redeem their NCAC Public Shares holding shares in a company with a less liquid trading market, fewer shareholders, less cash and the potential inability to meet the listing standards of Nasdaq.
Q.
How do I exercise my redemption rights?
A.
In order to exercise your redemption rights, you must, prior to 5:00 p.m., Eastern time, on November 28, 2023 (two business days before the special meeting), (i) submit a written request to Continental Stock Transfer & Trust Company, NCAC’s transfer agent, that NCAC redeem your NCAC Public Shares for cash, and (ii) deliver your shares to NCAC’s transfer agent physically or electronically through the Depository Trust Company (“DTC”). The address of NCAC’s transfer agent is listed under the question “Who can help answer my questions?” below. NCAC requests that any requests for redemption include the identity as to the beneficial owner making such request. Electronic delivery of your shares generally will be faster than delivery of physical share certificates.
A physical share certificate will not be needed if your shares are delivered to NCAC’s transfer agent electronically. In order to obtain a physical share certificate, a shareholder’s broker and/or clearing
 
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broker, DTC and NCAC’s transfer agent will need to act to facilitate the request. It is NCAC’s understanding that shareholders should generally allot at least one week to obtain physical certificates from the transfer agent. However, because NCAC does not have any control over this process or over the brokers or DTC, it may take significantly longer than one week to obtain a physical share certificate. If it takes longer than anticipated to obtain a physical certificate, shareholders who wish to redeem their shares may be unable to obtain physical certificates by the deadline for exercising their redemption rights and thus will be unable to redeem their shares.
Any demand for redemption, once made, may be withdrawn at any time until the deadline for exercising redemption requests and thereafter, with NCAC’s consent. If you delivered your shares for redemption to NCAC’s transfer agent and decide within the required timeframe not to exercise your redemption rights, you may request that NCAC’s transfer agent return the shares (physically or electronically). Such requests may be made by contacting NCAC’s transfer agent at the phone number or address listed under the question “Who can help answer my questions?”
Q.
What are the U.S. federal income tax consequences of exercising my redemption rights?
A.
U.S. holders (as defined below in “Material U.S. Federal Income Tax Considerations”) of NCAC Ordinary Shares who exercise their redemption rights to receive cash from the Trust Account in exchange for their NCAC Public Shares generally will be required to treat the transaction as a sale of such shares and recognize gain or loss upon the redemption in an amount equal to the difference, if any, between the amount of cash received and the tax basis of the Ordinary Shares redeemed. There may be certain circumstances in which the redemption may be treated as a distribution for U.S. federal income tax purposes, or as integrated with the Business Combination. Please see the section entitled “Material U.S. Federal Income Tax Considerations — Redemption of NCAC Class A Ordinary Shares Pursuant to the NCAC Shareholder Redemption” for a more complete discussion of the U.S. federal income tax considerations of an exercise of redemption rights.
Q:
If I hold NCAC Public Warrants, can I exercise redemption rights with respect to my warrants?
A:
No. There are no redemption rights with respect to the NCAC Public Warrants.
Q.
If I hold NCAC Public Warrants, what are the U.S. federal income tax consequences of my NCAC Public Warrants converting into Pubco Public Warrants?
A.
In connection with the Business Combination, each issued and outstanding NCAC Public Warrant will cease to represent a right to acquire NCAC Public Shares and will instead represent the right to acquire the same number of Pubco Common Shares, at the same exercise price and on the same terms as in effect immediately prior to the closing of the Business Combination.
Subject to the discussion in the section entitled “Material U.S. Federal Income Tax Considerations”, including the passive foreign investment company (or “PFIC”) rules discussed therein, the surrender by NCAC Public Shareholders of NCAC Public Shares (and, if such NCAC Public Shareholders also hold NCAC Public Warrants, the conversion of such NCAC Public Warrants into Pubco Public Warrants pursuant to the terms of the NCAC Public Warrants) and the acquisition of Pubco Common Shares by holders of NCAC Class A Ordinary Shares in exchange therefor resulting from the Merger, taken together with the Company Exchange, is expected to qualify as a transfer of property to a corporation in exchange for shares qualifying for non-recognition of gain or loss under Section 351(a) of the Code (a “Section 351 Exchange”).
If the Company Exchange and the Merger, taken together, qualify as a Section 351 Exchange, a U.S. holder of NCAC Public Warrants could be treated as transferring its NCAC Public Warrants to Pubco in exchange for Pubco Public Warrants in an exchange governed only by Section 351 of the Code. If so treated, a U.S. holder could be required to recognize gain (but not loss) in an amount equal to the lesser of (i) the amount of gain realized by such holder (generally, the excess of (x) the sum of the fair market values of the Pubco Public Warrants treated as received by such holder and the Pubco Common Shares received by such holder, if any, over (y) such holder’s aggregate adjusted tax basis in the NCAC Public Warrants and NCAC Ordinary Shares, if any, exchanged therefor) and (ii) the fair market value of the Pubco Public Warrants received by such holder in such exchange. Alternatively,
 
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it is possible that a U.S. holder of NCAC Public Warrants could be treated as exchanging such NCAC Public Warrants for “new” warrants. If so treated, a U.S. holder could be required to recognize gain or loss in such deemed exchange in an amount equal to the difference between the fair market value of the Pubco Public Warrants held by such holder immediately following the Merger and the adjusted tax basis of the NCAC Public Warrants held by such holder immediately prior to the Merger. See the section entitled “Material U.S. Federal Income Tax Considerations” below for a more detailed discussion of the tax consequences to holders of NCAC Public Warrants.
Notwithstanding such tax consequences, because of the legal and factual uncertainties described above, and the absence of guidance on certain aspects of the proposed transactions, the applicable tax treatment is not free from doubt, and the IRS or a court could take a different position.
Q:
Do I have appraisal rights or dissenters’ rights if I object to the proposed Business Combination?
A:
No. There are no appraisal or dissenters’ rights available to holders of NCAC Ordinary Shares in connection with the Business Combination.
In relation to the Merger and the holders of NCAC Ordinary Shares, the Companies Act prescribes when shareholder appraisal or dissent rights are available and sets limitations on such rights. Where such rights are available, shareholders are entitled to receive fair value for their shares. However, regardless of whether such rights are or are not available, the holders of the NCAC Ordinary Shares are entitled to exercise the rights of redemption as set out herein, and the NCAC Board has determined that the redemption proceeds payable to the holders of the NCAC Ordinary Shares who exercise such redemption rights represent the fair value of those shares. Summaries of the relevant sections of the Companies Act follow:
Section 238. (1) provides that a member of a constituent company incorporated thereunder shall be entitled to payment of the fair value of that person’s shares upon dissenting from a merger or consolidation.
Section 239. (1) provides that no rights under section 238 of the Companies Act shall be available in respect of the shares of any class for which an open market exists on a recognized stock exchange or recognized interdealer quotation system at the expiry date of the period allowed for written notice of an election to dissent under section 238(5) of the Companies Act, provided that such section shall not apply if the holders thereof are required by the terms of a plan of merger or consolidation pursuant to section 233 or 237 of the Companies Act to accept for such shares anything except: (a) shares of a surviving or consolidated company, or depository receipts in respect thereof; (b) shares of any other company, or depository receipts in respect thereof, which shares or depository receipts at the effective date of the merger or consolidation, are either listed on a national securities exchange or designated as a national market system security on a recognized interdealer quotation system or held of record by more than two thousand holders; (c) cash in lieu of fractional shares or fractional depository receipts described in paragraphs (a) and (b); or (d) any combination of the shares, depository receipts and cash in lieu of fractional shares or fractional depository receipts described in paragraphs (a), (b) and (c).
Q:
What happens if the Business Combination is not consummated?
A:
There are certain circumstances under which the Business Combination Agreement may be terminated. See the section entitled “The Business Combination Agreement” for information regarding the parties’ specific termination rights.
If, as a result of the termination of the Business Combination Agreement or otherwise, NCAC is unable to complete a business combination by January 24, 2024, or extend/amend such date in accordance with the Amended and Restated Articles, NCAC will: (i) cease all operations except for the purpose of winding up; (ii) as promptly as reasonably possible but not more than 10 business days thereafter, redeem the NCAC Public Shares, at a per-share price, payable in cash, equal to the aggregate amount then on deposit in the Trust Account including interest earned on the funds held in the Trust Account and not previously released to us (less taxes payable and up to $100,000 of interest to pay dissolution expenses), divided by the number of then outstanding NCAC Public Shares, which
 
18

 
redemption will completely extinguish NCAC Public Shareholders’ rights as shareholders (including the right to receive further liquidation distributions, if any); and (iii) as promptly as reasonably possible following such redemption, subject to the approval of NCAC’s remaining shareholders and NCAC’s board of directors, liquidate and dissolve, subject in each case to NCAC’s obligations under Cayman Islands law to provide for claims of creditors and the requirements of other applicable law. Holders of NCAC Class B Ordinary Shares have waived any right to any liquidation distribution with respect to those shares for no consideration.
In the event of liquidation, there will be no distribution with respect to outstanding NCAC Warrants. Accordingly, the NCAC Warrants will expire worthless.
Q:
Did the NCAC Board obtain a fairness opinion in determining whether or not to proceed with the Business Combination?
A:
Yes. Pursuant to the NCAC Amended and Restated Articles, and as provided in the NCAC IPO prospectus, NCAC is only required to obtain an opinion from an independent investment banking firm or another independent firm that commonly renders valuation opinions that such an initial business combination is fair to NCAC from a financial point of view, if NCAC would seek to complete an initial business combination with a business combination target that is affiliated with the Sponsor, or NCAC’s directors or officers. No prior conflicts or affiliate relationship existed between members of the NCAC Board and management, on the one hand, and Psyence, on the other hand. As such, an opinion was not required under the NCAC Amended and Restated Articles. However, the NCAC Board obtained a fairness opinion from RNA Advisors, LLC (“RNA” or the “Fairness Advisor”), dated March 18, 2023, which provided that, as of that date and based on and subject to the assumptions, limitations, qualifications and other conditions set forth therein, Psyence’s implied valuation in the Business Combination of US$50,000,000 was fair, from a financial point of view, to NCAC. NCAC obtained such fairness opinion to (i) inform themselves with respect to all material information reasonably available to them and (ii) act with appropriate care in considering the Business Combination. See the section of this proxy statement/prospectus entitled “Proposal No. 1: The Business Combination Proposal — Opinion of RNA, the NCAC Board’s Financial Advisor” for additional information.
Q:
When is the Business Combination expected to be completed?
A:
It is currently anticipated that the Business Combination will be consummated promptly following the special meeting, provided that all other conditions to the consummation of the Business Combination have been satisfied or waived.
For a description of the conditions to the completion of the Business Combination, see the section entitled “The Business Combination Agreement.”
Q:
What do I need to do now?
A:
You are urged to carefully read and consider the information contained in this proxy statement/prospectus, including the financial statements and annexes attached hereto, and to consider how the Business Combination will affect you as a shareholder. You should then vote as soon as possible in accordance with the instructions provided in this proxy statement/prospectus on the enclosed proxy card or, if you hold your shares through a brokerage firm, bank or other nominee, on the voting instruction form provided by the broker, bank or nominee.
Q:
How do I vote?
A:
If you were a holder of record of NCAC Ordinary Shares on November 13, 2023, the record date for the special meeting, you may vote with respect to the applicable proposals in person at the special meeting or by completing, signing, dating and returning the enclosed proxy card in the postage-paid envelope provided. If you hold your shares in “street name,” which means your shares are held of record by a broker, bank or other nominee, your broker, bank or other nominee will send you separate instructions describing the procedure for voting your shares. If applicable, simply complete, sign and date your voting instruction card and return it in the postage-paid envelope provided to ensure that your vote is counted. Alternatively, you may vote by telephone or over the internet as instructed by your broker, bank
 
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or other nominee. If you wish to attend the special meeting and vote in person, you must obtain a proxy from your broker, bank or nominee. Holders of NCAC Ordinary Shares are encouraged to vote in advance of the special meeting.
If you have any questions or need assistance voting your shares, please call our proxy solicitor, Advantage Proxy, at (877) 870-8565; banks and brokers may reach Advantage Proxy at (206) 870-8565.
Q:
What will happen if I abstain from voting or fail to vote at the special meeting?
A:
At the special meeting, NCAC will count a properly executed proxy marked “ABSTAIN” with respect to a particular proposal as present for purposes of determining whether a quorum is present. For purposes of approval, an abstention or failure to vote, under Cayman Islands law will not constitute votes cast at the special meeting and therefore will have no effect on the approval of the proposals.
Q:
What will happen if I sign and return my proxy card without indicating how I wish to vote?
A:
Signed and dated proxies received by NCAC without an indication of how the shareholder intends to vote on a proposal will be voted in favor of each proposal presented to the shareholders.
Q.
Do I need to attend the special meeting to vote my shares?
A.
No. You are invited to attend the special meeting to vote on the proposals described in this proxy statement/prospectus. However, you do not need to attend the special meeting to vote your shares. Instead, you may submit your proxy by signing, dating and returning the applicable enclosed proxy card(s) in the pre-addressed postage-paid envelope. Your vote is important. NCAC encourages you to vote as soon as possible after carefully reading this proxy statement/prospectus.
Q.
If I am not going to attend the special meeting in person, should I return my proxy card instead?
A.
Yes. After carefully reading and considering the information contained in (and incorporated by reference into) this proxy statement/prospectus, please submit your proxy, as applicable, by completing, signing, dating and returning the enclosed proxy card in the postage-paid envelope provided.
Q.
If my shares are held in “street name,” will my broker, bank or nominee automatically vote my shares for me?
A.
No. If your broker holds your shares in its name and you do not give the broker voting instructions, under the applicable stock exchange rules, your broker may not vote your shares on any of the proposals.
Q.
May I change my vote after I have mailed my signed proxy card?
A.
Yes. If you are a shareholder of record, you may change your vote by sending a later-dated, signed proxy card to Advantage Proxy at P.O. Box 13581, Des Moines, WA 98198 prior to the vote at the special meeting, or attend the special meeting and vote in person. You also may revoke your proxy by sending a notice of revocation to Advantage Proxy at P.O. Box 13581, Des Moines, WA 98198, provided such revocation is received prior to the vote at the special meeting. If your shares are held in street name by a broker or other nominee, you must contact the broker or nominee to change your vote.
Q.
What should I do if I receive more than one set of voting materials?
A.
You may receive more than one set of voting materials, including multiple copies of this proxy statement/prospectus and multiple proxy cards or voting instruction cards. For example, if you hold your shares in more than one brokerage account, you will receive a separate voting instruction card for each brokerage account in which you hold shares. If you are a holder of record and your shares are registered in more than one name, you will receive more than one proxy card. Please complete, sign, date and return each proxy card and voting instruction card that you receive in order to cast your vote with respect to all of your shares.
Q.
What is the quorum requirement for the special meeting?
A.
A quorum will be present at the special meeting if a majority of the NCAC Ordinary Shares outstanding and entitled to vote at the meeting is represented in person or by proxy. In the absence of a quorum, a
 
20

 
majority of NCAC’s shareholders, present in person or represented by proxy, and voting thereon will have the power to adjourn the special meeting.
Your shares will be counted towards the quorum only if you submit a valid proxy (or your broker, bank or other nominee submits one on your behalf) or if you vote in person at the special meeting. Abstentions will be counted towards the quorum requirement. If there is no quorum, a majority of the shares represented by shareholders present at the special meeting or by proxy may authorize adjournment of the special meeting to another date.
Q.
What happens to NCAC Warrants I hold if I vote my NCAC Class A Ordinary Shares against approval of the Business Combination Proposal and validly exercise my redemption rights?
A.
Properly exercising your redemption rights as a NCAC shareholder does not result in either a vote “FOR” or “AGAINST” the Business Combination Proposal or any of the other proposals described in this proxy statement/prospectus. If the Business Combination is completed, all of your NCAC Warrants will automatically convert into warrants to purchase Pubco Common Shares as described in this proxy statement/prospectus. If the Business Combination is not completed, you will continue to hold your NCAC Warrants, and if NCAC does not otherwise consummate an initial business combination by January 22, 2024, or extend/amend such date in accordance with the Amended and Restated Articles, NCAC will be required to liquidate and dissolve, and your warrants will expire worthless.
Q.
Who will solicit and pay the cost of soliciting proxies?
A.
NCAC will pay the cost of soliciting proxies for the special meeting. NCAC has engaged Advantage Proxy to assist in the solicitation of proxies for the special meeting. NCAC has agreed to pay Advantage Proxy a fee of $10,000. NCAC will reimburse Advantage Proxy for reasonable out-of-pocket expenses and will indemnify Advantage Proxy and its affiliates against certain claims, liabilities, losses, damages and expenses. NCAC also will reimburse banks, brokers and other custodians, nominees and fiduciaries representing beneficial owners of Ordinary Shares for their expenses in forwarding soliciting materials to beneficial owners of NCAC Ordinary Shares and in obtaining voting instructions from those owners. NCAC’s directors, officers and employees may also solicit proxies by telephone, by facsimile, by mail, on the Internet or in person. They will not be paid any additional amounts for soliciting proxies.
Q.
Who can help answer my questions?
A.
If you have questions about the shareholder proposals, or if you need additional copies of this proxy statement/prospectus, or the proxy cards you should contact NCAC’s proxy solicitor:
Advantage Proxy
P.O. Box 13581
Des Moines, WA 98198
Attn: Karen Smith
Toll Free Telephone: (877) 870-8565
Main Telephone: (206) 870-8565
E-mail: ksmith@advantageproxy.com
You may also contact NCAC at:
Newcourt Acquisition Corp
2201 Broadway
Suite 705
Oakland, California 94612
To obtain timely delivery, NCAC’s shareholders and warrant holders must request the materials no later than five business days prior to the special meeting.
You may also obtain additional information about NCAC from documents filed with the SEC by following the instructions in the section entitled “Where You Can Find More Information.”
The accompanying proxy statement/prospectus incorporates important business and financial information about NCAC and Psyence from documents that are not included in or delivered with the
 
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accompanying proxy statement/prospectus. This information is available to you without charge upon your request. You can obtain documents incorporated by reference into the accompanying proxy statement/prospectus (other than certain exhibits or schedules to these documents) by requesting them in writing or by telephone from the appropriate company. Requests made to NCAC should be directed to the addresses and telephone numbers listed above. Requests made to Psyence should be directed to the address and telephone number noted below:
121 Richmond Street West
Penthouse Suite 1300
Toronto, Ontario M5H 2K1
+1 (416) 346-7764
If you intend to seek redemption of your NCAC Public Shares, you will need to send a letter demanding redemption and deliver your shares (either physically or electronically) to NCAC’s transfer agent prior to 5:00 p.m., New York time, on the second business day prior to the special meeting. If you have questions regarding the certification of your position or delivery of your shares, please contact:
Continental Stock Transfer & Trust Company
1 State Street, 30th Floor
New York, NY 10004
Attention: Mark Zimkind
Email: Mzimkind@continentalstock.com
 
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SUMMARY OF THE PROXY STATEMENT/PROSPECTUS
This summary highlights selected information from this proxy statement/prospectus and does not contain all of the information that is important to you. To better understand the Business Combination and the proposals to be considered at the special meeting, you should read this entire proxy statement/prospectus carefully, including the annexes. See also the section entitled “Where You Can Find More Information.” Certain figures included in this section have been rounded for ease of presentation and, as a result, percentages may not sum to 100%.
Parties to the Business Combination
Newcourt Acquisition Corp
NCAC is a blank check company incorporated in the Cayman Islands on February 25, 2021, for the purpose of effecting a merger, share exchange, asset acquisition, share purchase, recapitalization, reorganization or similar business combination with one or more businesses, without limitation as to business, industry or sector.
On October 22, 2021, NCAC completed its initial public offering of 25,000,000 units (including 3,000,000 units offered in connection with the full exercise of the underwriters’ over-allotment option), with each unit consisting of one Class A ordinary share and one-half of one warrant to purchase one Class A ordinary share at a price of $11.50 per share. Simultaneously with the closing of the IPO and the over-allotment option, NCAC consummated the private placement of an aggregate of 1,140,000 NCAC Private Placement Units to the Sponsor, Cantor and CCM at a purchase price of $10.00 per unit. A total of $255,000,000 of the net proceeds of the sale of the units in the initial public offering, over-allotment, and the sale of the NCAC Private Placement Units in the private placement, was initially placed in a trust account for the benefit of the purchasers of the units in the IPO.
Since the completion of the IPO, NCAC’s activity has been limited to the evaluation of business combination candidates.
On January 6, 2023, NCAC’s shareholders approved the First Extension, extending the date by which NCAC must consummate its initial business combination from January 22, 2023 to July 22, 2023 (or such earlier date as determined by the NCAC Board). In connection with the First Extension, NCAC shareholders holding 23,497,468 public shares exercised their right to redeem such shares for a pro rata portion of the funds in the Trust Account. As a result, approximately $247 million (approximately $10.35 per public share redeemed) was removed from the Trust Account to pay such holders. On July 11, 2023, NCAC shareholders approved the Second Extension. In connection with the Second Extension, NCAC shareholders holding 389,511 public shares exercised their right to redeem their shares for a pro rata portion of the funds in the Company’s Trust Account. As a result, approximately $4.3 million (approximately $11.07 per public share) have be removed from the Trust Account to pay such holders and approximately $12.3 million remained in the Trust Account as of July 31, 2023.
NCAC’s Amended and Restated Articles provide for the return of the proceeds of the IPO held in the Trust Account to the holders of public shares if there is no qualifying business combination(s) consummated on or before a certain date (in NAC’s case, January 22, 2024 or such later date as may be approved by NCAC’s shareholders). NCAC intends to consummate the Business Combination as soon as practicable and does not intend to use the full amount of time through January 22, 2024, or such later date as may be approved by NCAC’s shareholders, to consummate the Business Combination unless necessary.
The NCAC Public Units, NCAC Public Shares and NCAC Public Warrants trade on Nasdaq under the symbols “NCACU,” “NCAC” and “NCACW,” respectively. At the Closing, the outstanding NCAC Class A Ordinary Shares will be converted into Pubco Common Shares.
The mailing address of NCAC’s principal executive office is 2201 Broadway, Suite 705, Oakland, California 94612, and its telephone number is (657) 271-4617.
Psyence
Psyence is a private company organized under the laws of Ontario, Canada. The mailing address of Psyence’s registered office is 121 Richmond Street West, Penthouse Suite 1300, Toronto, Ontario M5H 2K1.
 
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Psyence’s corporate website address is www.psyence.com. The information contained on, or that can be accessed through, Psyence’s website is not deemed to be incorporated by reference in, and is not considered part of, this proxy statement/prospectus. After the consummation of the Business Combination, Psyence will become a wholly-owned subsidiary of Pubco.
Pubco
Immediately following the Business Combination, Pubco is expected to qualify as a foreign private issuer as defined in Rule 3b-4 under the Exchange Act. Pubco is a corporation incorporated in Ontario, Canada. Pubco was formed solely in contemplation of the Business Combination, has not commenced any operations, has only nominal assets and has no liabilities or contingent liabilities, nor any outstanding commitments other than in connection with the Business Combination. At the Effective Time, the number of directors of Pubco will be increased to five, three of whom shall be independent directors. After the consummation of the Business Combination, the mailing address of Pubco will be 121 Richmond Street West, Penthouse Suite 1300, Toronto, Ontario M5H 2K1. After the consummation of the Business Combination, Pubco will become the continuing public company.
Merger Sub
Merger Sub is a Cayman Islands exempted company and a direct and wholly owned subsidiary of Pubco. Merger Sub was incorporated solely in contemplation of the Business Combination, has not commenced any operations, has only nominal assets and has no liabilities or contingent liabilities, nor any outstanding commitments other than in connection with the Business Combination.
The mailing address of Merger Sub’s principal executive office is 121 Richmond Street West, Penthouse Suite 1300, Toronto, Ontario M5H 2K1.
 
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The Business Combination
The Business Combination Agreement
On July 31, 2023, NCAC entered into the Amended and Restated Business Combination Agreement, by and among NCAC, the Sponsor, Parent, Pubco, Merger Sub and Psyence. The Business Combination Agreement supersedes the Original Business Combination Agreement, entered into on January 9, 2023 by and among, NCAC, the Sponsor, Parent and Psyence Biomed Corp., a corporation organized under the laws of British Columbia, Canada.
Pursuant to the Business Combination Agreement, among other things, (i) Parent will contribute all of its equity interest in 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 (“Pubco Common Share”).
Merger Consideration
As consideration for all of the issued and outstanding Psyence Common Shares that Pubco shall receive in the Company Exchange, Pubco shall issue to Parent, 5,000,000 Pubco Common Shares.
Representations and Warranties
The Business Combination Agreement contains representations and warranties of the parties thereto relating to, among other things, (i) corporate organization, authority and enforceability of the Business Combination Agreement and Ancillary Agreements, (ii) absence of dissolution, bankruptcy or insolvency of the Psyence and its subsidiaries, Merger Sub and Pubco (collectively, the “Target Companies”), (iii) corporate books and registers, (iv) non-contravention, (v) capitalization, (vi) financial statements and absence of undisclosed liabilities, (vii) absence of material adverse effect, (viii) absence of certain developments, (ix) real property, (x) tax matters, (xi) contracts, (xii) intellectual property, (xiii) data security and data privacy, (xiv) information supplied, (xv) litigation, (xvi) brokerage, (xvii) labor matters, (xviii) employee benefit plans, (xix) insurance, (xx) compliance with laws and permits, (xxi) title to and sufficiency of assets, (xxii) anti-corruption law compliance, (xxiii) anti-money laundering compliance, (xxiv) affiliate transactions, (xxv) environmental matters, (xxvi) healthcare laws and (xxvii) inspections.
None of the representations, warranties or covenants, including any rights upon breach of such representations, warranties or covenants will survive the Closing except for such covenants and agreements that by their terms expressly apply post-Closing.
Covenants
The Business Combination Agreement contains customary covenants of the parties, including, among others, covenants providing for (i) the operation of the parties’ respective businesses prior to consummation of the Business Combination, (ii) NCAC and Psyence’s efforts to satisfy conditions to consummation of the Business Combination, (iii) NCAC and Psyence to cease discussions regarding competing transactions (such as acquisition transactions or business combination proposals), (iv) the protection of, and access to, confidential information of the parties (v) the parties’ efforts to obtain necessary approvals from governmental agencies, to the extent applicable, (vi) NCAC using commercially reasonable efforts to ensure NCAC remains listed as a public company on Nasdaq and apply for the listing of Pubco Common Shares and Pubco Public Warrants; and (vii) NCAC taking certain actions so that amounts will be released from the Trust Account pursuant to the terms and subject to the terms and conditions of the trust agreement; and (viii) the parties’ cooperation in the preparation of this proxy statement/prospectus.
Closing Conditions
The consummation of the Business Combination is subject to customary closing conditions for transactions involving special purpose acquisition companies, including, among others: (i) approval of the Proposals at the Meeting by NCAC’s shareholders, (ii) receipt of required regulatory approvals, to the extent
 
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applicable, (iii) no order, statute, rule or regulation enjoining or prohibiting the consummation of the transactions being in force, (iv) the Form F-4 having become effective, (v) the Pubco Ordinary Shares having been approved for listing on Nasdaq, and (vi) customary bring down conditions. Additionally, the obligations of Psyence to consummate the Business Combination are also conditioned upon, among others, available closing date cash of at least $20,000,000 (net of transaction expenses and recognized liabilities).
Termination
The Business Combination Agreement may be terminated and the transactions contemplated thereby abandoned:
by the mutual written resolution of Parent and NCAC;

by NCAC, if there is a material breach in any of the representations or warranties of Parent set forth in the Business Combination Agreement, or if Parent has failed to perform any covenant or agreement on the part of the Parent set forth in the Business Combination Agreement (including an obligation to consummate the Closing), in each case such that the conditions to NCAC’s obligations to consummate the Business Combination with respect to the accuracy of Parent’s and the Target Companies’ representations and warranties or compliance with its covenants and agreements, in each as set forth in the Business Combination Agreement, would not be satisfied and the breach or breaches causing such representations or warranties not to be true and correct, or the failure to perform any covenant or agreement, as applicable, are not cured (or waived by NCAC) by the earlier of (i) the Outside Date or (ii) 30 days after written notice thereof is delivered to Parent; provided, however, that NCAC shall not have the right to terminate the Business Combination Agreement if NCAC is then in material breach of any representation, warranty, covenant, or obligation under the Business Combination Agreement, which breach has not been cured;

by Parent, if there is a material breach in any of the representations or warranties of NCAC set forth in the Business Combination Agreement, or if NCAC has failed to perform any covenant or agreement on its part set forth in the Business Combination Agreement (including an obligation to consummate the Closing), in each case such that the conditions to Parent’s and the Target Companies’ obligations to consummate the Business Combination with respect to the accuracy of NCAC’s representations and warranties or compliance with their covenants and agreements, in each case, as set forth in the Business Combination Agreement, would not be satisfied and the breach or breaches causing such representations or warranties not to be true and correct, or the failure to perform any covenant or agreement, as applicable, are not cured (or waived by Parent) by the earlier of (i) the Outside Date or (ii) 30 days after written notice thereof is delivered to NCAC; provided, however, that Parent shall not have the right to terminate the Business Combination Agreement pursuant to this provision if Parent is then in material breach of any representation, warranty, covenant, or obligation under the Business Combination Agreement, which breach has not been cured;
by either Parent or NCAC:

on or after the Outside Date, if the Business Combination shall not have been consummated prior to the Outside Date; provided, however, that the right to terminate will not be available to any party that has breached the Business Combination Agreement and such breach was the primary cause or has resulted in the failure of the transactions contemplated in the Business Combination Agreement; or

if any applicable law is in effect making the consummation of the transactions contemplated by the Business Combination Agreement illegal or any final any order prohibiting the consummation of the Business Combination is in effect and shall have become final and non-appealable; provided, however, that this right to terminate will not be available to any party whose breach of any representation, warranty and covenant in the Business Combination Agreement resulted in or caused such final, non-appealable order or action;

by Parent if the requisite approval of NCAC’s public shareholders at the Meeting is not obtained (unless the Meeting has been adjourned or postponed, in which case at the final adjournment or postponement thereof);
 
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by written notice of NCAC to Parent if the adoption of the Business Combination Agreement by Psyence shareholders is not obtained;

by Parent if subscription agreements evidencing indicative PIPE or non-redemption commitments for of $20 million or more in the aggregate have not been received by closing; or

by Parent if the SPAC’s transaction expenses exceed $7,000,000.
The foregoing description of the Business Combination Agreement and the Business Combination does not purport to be complete and is qualified in its entirety by the terms and conditions of the Business Combination Agreement and any related agreements. The Business Combination Agreement contains representations, warranties and covenants that the respective parties made to each other as of the date of such agreement or other specific dates. The assertions embodied in those representations, warranties and covenants were made for purposes of the contract among the respective parties and are subject to important qualifications and limitations agreed to by the parties in connection with negotiating such agreement. The Business Combination Agreement has been included as an annex to this proxy statement/prospectus to provide investors with information regarding its terms. It is not intended to provide any other factual information about NCAC, Psyence, Pubco or any other party to the Business Combination Agreement or any related agreement. In particular, the representations, warranties, covenants and agreements contained in the Business Combination Agreement, which were made only for purposes of such agreement and as of specific dates, were solely for the benefit of the parties to the Business Combination Agreement, are subject to limitations agreed upon by the contracting parties (including being qualified by confidential disclosures made for the purposes of allocating contractual risk between the parties to the Business Combination Agreement instead of establishing these matters as facts) and are subject to standards of materiality applicable to the contracting parties that may differ from those applicable to investors and security holders. Investors and security holders are not third-party beneficiaries under the Business Combination Agreement and should not rely on the representations, warranties, covenants and agreements, or any descriptions thereof, as characterizations of the actual state of facts or condition of any party to the Business Combination Agreement. Moreover, information concerning the subject matter of the representations and warranties may change after the date of the Business Combination Agreement, which subsequent information may or may not be fully reflected in NCAC’s public disclosures.
A copy of the Business Combination Agreement is filed with this proxy statement/prospectus as Annex A and is incorporated herein by reference, and the foregoing description of the Business Combination Agreement is qualified in its entirety by reference thereto.
Other Agreements Related to the Business Combination Agreement
The parties intend to enter into certain Ancillary Agreements in connection with the Business Combination, including the Lock-up Agreements, the Sponsor Support Agreement, the Parent Support Agreement.
Lock-Up Agreements
In connection with the Closing, Pubco will enter into lock-up agreements with the Sponsor, Cantor and CCM (each, a “Lock-Up Party”), pursuant to which each Lock-Up Party will agree, from the Closing Date until six months after the Closing Date, not to (i) lend, offer, pledge, hypothecate, encumber, donate, assign, sell, contract to sell, sell any option or contract to purchase, purchase any option or contract to sell, grant any option, right or warrant to purchase, or otherwise transfer or dispose of, directly or indirectly, any restricted securities, (ii) enter into any swap or other arrangement that transfers to another, in whole or in part, any of the economic consequences of ownership of the restricted securities, or (iii) publicly disclose the intention to do any of the foregoing. Approximately 3,535,000 Pubco Common Shares are anticipated to be subject to the Lock-Up Agreements.
For more information about the Lock-Up Agreements, see the section entitled “Certain Agreements Related to the Business Combination — Lock-Up Agreements.”
 
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Sponsor Support Agreement
Prior to the special meeting, NCAC will enter into a support agreement with the Sponsor (the “Sponsor Support Agreement”), pursuant to which the Sponsor will agree to vote at the special meeting and any other meeting of the shareholders of NCAC, and in any action by written consent of the shareholders of NCAC related to any matters contemplated by the Business Combination Agreement and the Ancillary Agreements, all of the Shares in favor of proposals to approve (a) as an ordinary resolution, the adoption of the Business Combination Agreement and the transactions contemplated by the Business Combination Agreement, (b) as a special resolution, the approval of the Proposed Articles in replacement of Amended and Restated Articles, (c) as an ordinary resolution, the changes to the authorized share capital of NCAC, (d) as an ordinary resolution, the adoption of the LTIP, the issuance of NCAC Class A Ordinary Shares, pursuant to the Business Combination Agreement, including any approval which may be reasonably required by the Nasdaq, (e) as an ordinary resolution, the appointment of the directors constituting the post-Closing board of directors of Pubco, (f) as an ordinary resolution, the adjournment of special meeting if necessary, to permit further solicitation of proxies because there are not sufficient votes to approve and adopt any of the shareholder proposals, (g) as a special resolution, the adoption of the Plan of Merger, (h) as a special resolution, the approval of the Merger, (i) as an ordinary resolution, the adoption and approval of any other proposals that the SEC (or staff members thereof) may indicate are necessary in its comments to this proxy statement/prospectus or correspondence related thereto, and (j) as an ordinary resolution (or, if required by applicable law or the Amended and Restated Articles, as a special resolution), any other proposals that are submitted to, and require the vote of, NCAC shareholders in this proxy statement/prospectus.
In addition, the Sponsor agreed that the Sponsor may transfer up to 3,000,000 NCAC Class B Ordinary Shares held by the Sponsor for reduction of any deferred underwriting fees, or to transfer to non-affiliate third party investors providing backstop financing, non-redemption agreements or other financial support in connection with the transactions contemplated by the Business Combination Agreement, as determined by NCAC in consultation with the Parent (the “Backstop Shares”). Any of the 3,000,000 Backstop Shares not utilized as envisaged above will be subject to forfeiture by the Sponsor and cancelled.
For more information about the Sponsor Support Agreement, see the section entitled “Certain Agreements Related to the Business Combination — Sponsor Support Agreement.”
Interests of Certain Persons in the Business Combination
In considering the recommendation of NCAC’s board of directors to vote in favor of the Business Combination, NCAC’s shareholders should be aware that, aside from their interests as shareholders, the Sponsor, NCAC’s directors and officers have interests in the Business Combination that are different from, or in addition to, those of other shareholders and warrantholders generally. NCAC’s directors were aware of and considered these interests, among other matters, in evaluating the Business Combination, and in recommending to shareholders that they approve the Business Combination. Shareholders should take these interests into account in deciding whether to approve the Business Combination. These interests include, among other things:

The NCAC Class B Ordinary Shares were acquired in March 2021 for an aggregate purchase price of $25,000, and such shares would become worthless if NCAC does not complete a business combination within the applicable time period, as the Sponsor has waived any right to redemption with respect to these shares for no consideration. Following the closing of the Business Combination, members of the Sponsor will beneficially own an aggregate of 4,455,000 Pubco Common Shares upon conversion of their NCAC Class B Ordinary Shares and NCAC Private Placement Shares (assuming all Backstop Shares have been transferred or forfeited). Such shares have an aggregate market value of approximately $49.94 million, based on the closing price of the NCAC Class A Ordinary Shares of $11.21 on Nasdaq on November 8, 2023;

Members of the Sponsor will own 460,000 Pubco Public Warrants following the closing of the Business Combination and the conversion of NCAC Private Placement Warrants, which will expire worthless if NCAC does not complete a business combination. Based on the closing price of NCAC Public Warrants of $0.0171 on Nasdaq on November 8, 2023, the Pubco Public Warrants held by the Sponsor would be valued at approximately $7,866;
 
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NCAC’s Sponsor, affiliates of the Sponsor, officers and directors may make loans from time to time to NCAC to fund certain capital requirements. On January 17, 2023, NCAC issued the Promissory Note to the Sponsor, pursuant to which NCAC may borrow up to an aggregate principal amount of $1,000,000. The Promissory Note is non-interest bearing and payable upon the consummation of a business combination. Upon consummation of a business combination, the Sponsor shall have the option, but not the obligation, to convert the principal balance of the Promissory Note into NCAC Working Capital Units at a price of $10.00 per NCAC Working Capital Unit. Additional loans may be made after the date of this proxy statement/prospectus. The Sponsor previously extended the period of time to consummate the Business Combination by six months (for a total of up to 21 months to complete a Business Combination, from January 22, 2023 to July 22, 2023) by contributing an aggregate of $495,000 to NCAC (with NCAC depositing such funds into the Trust Account ($0.055 per NCAC Public Share for each additional month)), in exchange for a non-interest bearing, unsecured promissory note payable at the consummation of the Business Combination (the “First Extension Note”). The Sponsor has funded the entire $495,000 amount of the First Extension Note as of the date hereof. The Sponsor (or its designees) has extended the period of time to consummate the Business Combination by an additional six months (for a total of up to 27 months to complete a Business Combination, from July 22, 2023 to January 22, 2024) by contributing an aggregate of approximately $200,000 to NCAC (with NCAC depositing such funds into the Trust Account ($0.03 per NCAC Public Share) for each additional month), in exchange for a non-interest bearing, unsecured promissory note payable at the consummation of the Business Combination (the “Second Extension Note”). The Sponsor has funded $133,562.52 of the Second Extension Note as of the date hereof. If the Business Combination is not consummated, any outstanding loans, including the Promissory Note, the First Extension Note and the Second Extension Note, will not be repaid and will be forgiven except to the extent there are funds available to NCAC outside of the Trust Account;

NCAC’s Sponsor, officers and directors and their affiliates will not receive reimbursement for any out-of-pocket expenses incurred by them on NCAC’s behalf incident to identifying, investigating and consummating a business combination to the extent such expenses exceed the amount not required to be retained in the Trust Account, unless a business combination is consummated. As of the record date, the Sponsor and NCAC’s officers and directors and their affiliates had incurred no unpaid reimbursable expenses;

The appointment of Mr. Marc Balkin as a director of Pubco. As a director, in the future, Mr. Balkin may receive any cash fees, stock options or stock awards that the Pubco Board determines to pay to its directors;

The continued indemnification of current directors and officers of NCAC and the continuation of directors’ and officers’ liability insurance after the Business Combination;

The Sponsor and its affiliates will lose their entire investment in NCAC with respect to the NCAC Class B Ordinary Shares and NCAC Private Placement Units they own if an initial business combination is not completed, which were collectively purchased by such parties for an aggregate purchase price of $25,000 and $9,200,000, respectively. Such capital contributions would be lost if an initial business combination is not completed;

If NCAC is unable to complete a business combination within the required time period, the Sponsor and its affiliates stand to lose up to approximately $49,948,416 (based on the market value as of November 8, 2023) of the Class B Ordinary Shares detailed above, the market value (as of November 8, 2023) of the NCAC Private Placement Units detailed above and the amount loaned pursuant to the Promissory Note, the First Extension Note and the Second Extension Note;

CCM, an affiliate of the Sponsor, is acting as financial advisor to NCAC. In connection therewith, CCM will be paid (i) an advisory fee in an amount equal to $1,000,000 paid in full simultaneously with 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
 
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with or before the closing of the transaction, including but not limited to, proceeds released from the Trust Account with respect to any NCAC shareholder that (x) entered into a non-redemption or other similar agreement or (y) did not redeem NCAC Class A Ordinary Shares, in each instance to the extent such shareholder was identified to NCAC by CCM (the “Offering Fee”, and, together with the Advisory Fee, the “Transaction Fee”) which shall be payable by NCAC and due to CCM simultaneously with the closing of the business combination transaction; provided, however, that NCAC may apply up to 50% of the Offering Fee (but no more than $500,000) as a reduction to the Advisory Fee.
These financial interests may mean that the Sponsor (and accordingly NCAC’s officers and directors who are members of the Sponsor) may be incentivized to complete the Business Combination, or an alternative business combination, with a less favorable target company or on terms less favorable to shareholders than they would otherwise recommend or approve, as the case may be, rather than allow NCAC to wind up having failed to consummate a business combination and lose their entire investment. For example, if the share price of Pubco Common Shares declined to $5.00 per share after the close of the Business Combination, NCAC’s public shareholders that purchased shares in the IPO, would have a loss of $5.00 per share, while the Sponsor would have a gain because the Sponsor acquired its NCAC Class B Ordinary Shares for a nominal amount. In other words, the Sponsor can earn a positive rate of return on its investment even if public shareholders experience a negative rate of return in the post-combination company.
Reasons for the Approval of the Business Combination
After careful consideration, NCAC’s board of directors recommends that NCAC’s shareholders vote “FOR” each proposal being submitted to a vote of the NCAC shareholders at the special meeting. For a description of NCAC’s reasons for the approval of the Business Combination and the recommendation of NCAC’s board of directors, see the section entitled “The Business Combination — NCAC’s Board of Directors’ Reasons for the Approval of the Business Combination.”
Redemption Rights
Pursuant to NCAC’s Amended and Restated Articles, any holders of NCAC Public Shares may demand that such shares be redeemed in exchange for a pro rata share of the aggregate amount on deposit in the Trust Account, less taxes payable, calculated as of two business days prior to the consummation of the Business Combination, including interest earned on the Trust Account (net of taxes paid or payable, if any). If demand is properly made and the Business Combination is consummated, these shares, immediately prior to the Business Combination, will cease to be outstanding and will represent only the right to receive a pro rata share of the aggregate amount on deposit in the Trust Account which holds the proceeds of NCAC’s IPO as of two business days prior to the consummation of the Business Combination, less taxes payable, upon the consummation of the Business Combination. For illustrative purposes, based on funds in the trust account of approximately $12,675,982 on November 8, 2023, the estimated per share redemption price would have been approximately $11.38.
If you exercise your redemption rights, your NCAC Class A Ordinary Shares will cease to be outstanding immediately prior to the Business Combination and will only represent the right to receive a pro rata share of the aggregate amount on deposit in the Trust Account. You will no longer own those shares. You will be entitled to receive cash for these shares only if you properly demand redemption. See the section entitled “The Special Meeting — Redemption Rights.”
Impact of the Business Combination on Pubco’s Public Float
NCAC Public Shareholders may vote in favor of the Business Combination and still exercise their redemption rights, although they are not required to vote in any way to exercise such redemption rights. Accordingly, the Business Combination may be consummated even though the funds available from the Trust Account and the number of NCAC Public Shareholders are substantially reduced as a result of redemptions by NCAC Public Shareholders.
 
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If a NCAC Public Shareholder exercises his, her or its redemption rights, such exercise will not result in the loss of any warrants that such NCAC Public Shareholder may hold. As a result, any non-redeeming NCAC Public Shareholders would experience dilution to the extent such NCAC Public Warrants are exercised and additional Pubco Common Shares are issued. In addition, to the extent of any redemptions, fewer funds from the Trust Account would be available to Pubco to be used in its business following the consummation of the Business Combination.
In the event that the proceeds of the Business Combination are lower than anticipated due to excessive redemptions, or Pubco is otherwise unable to obtain alternative financing sources to meet its working capital and capital expenditure requirements, Pubco’s growth plans will be materially and adversely affected.
The Maximum Redemptions (100% Redemptions) scenario assumes that NCAC shareholders exercise their redemption rights with respect to all 1,113,021 NCAC Public Shares subject to redemption upon consummation of the Business Combination (at a redemption price of approximately $11.07 per share based on cash and marketable securities held in the trust account as of July 7, 2023). If NCAC is unable to consummate the Business Combination because it does not have sufficient funds available after the NCAC Shareholder Redemption, NCAC will be forced to cease operations and liquidate the Trust Account if it does not complete an initial business combination prior to its expiration.
Each scenario below assumes that the parties secure $20 million of PIPE financing in order to ensure that there is sufficient funding to meet the $20 million Minimum Cash Condition. At this time, the parties do not have a firm commitment of such funding.
The sensitivity table below shows the potential impact of redemptions on the ownership of current NCAC shareholders and Psyence shareholders, and the pro forma book value per share of the shares owned by NCAC Public Shareholders under different redemption scenarios, taking into account certain potential sources of dilution as detailed below. The sensitivity table below does not include shares underlying NCAC Working Capital Units as potential sources of dilution as such warrants may never be issued upon consummation of the Business Combination given that the Sponsor (or its designees) is under no obligation to convert the principal balance of the Promissory Note into units.
No Redemptions
25% Redemptions
50% Redemptions
75% Redemptions
Maximum Redemptions
Pro Forma Ownership
Shares
%
Fully
Diluted
Shares
%
Fully
Diluted
Shares
%
Fully
Diluted
Shares
%
Fully
Diluted
Shares
%
Fully
Diluted
SPAC public shareholders
1,113,021 8.5% 4.2% 1,001,696 7.7% 3.8% 890,370 6.8% 3.4% 779,045 6.1% 3.0% 667,719 5.30% 2.6%
SPAC Founder Shares
3,535,000 26.8% 13.5% 3,535,000 27.0% 13.5% 3,535,000 27.3% 13.6% 3,535,000 27.5% 13.6% 3,535,000 27.74% 13.7%
Sponsor Private Placement shareholders
1,140,000 8.6% 4.3% 1,140,000 8.7% 4.4% 1,140,000 8.8% 4.4% 1,140,000 8.9% 4.4% 1,140,000 8.90% 4.4%
Third party advisors
402,500 3.1% 1.5% 402,500 3.1% 1.5% 402,500 3.1% 1.5% 402,500 3.1% 1.6% 402,500 3.20% 1.6%
PIPE Investors
2,000,000 15.2% 7.6% 2,000,000 15.3% 7.6% 2,000,000 15.4% 7.7% 2,000,000 15.6% 7.7% 2,000,000 15.69% 7.7%
Rollover equity shares of Target
Group shareholders
5,000,000 37.9% 19.0% 5,000,000 38.2% 19.1% 5,000,000 38.6% 19.2% 5,000,000 38.9% 19.3% 5,000,000 39.20% 19.4%
Total Shares Outstanding, not
reflecting potential sources of
dilution
13,190,521 100.0% 13,079,196 100.0% 12,967,870 100.0% 12,856,545 100.0% 12,745,219 100.0%
For more information, see the section entitled “Unaudited Pro Forma Condensed Combined Financial Information.”
Board of Directors of Pubco Following the Business Combination
The board of directors of Pubco will initially consist of five directors immediately after the consummation of the Business Combination and will include at least three independent directors or such higher number of independent directors as may be required by the rules of the Nasdaq corporate governance rules to the extent applicable to Pubco from time to time.
Material Tax Consequences
For a detailed discussion of certain U.S. federal income tax consequences and Cayman Islands tax consequences of the Business Combination, see the sections titled “Material U.S. Federal Income Tax Considerations” and “Material Cayman Islands Tax Considerations” in this proxy statement/prospectus.
 
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Accounting Treatment
The Business Combination will be accounted for as a capital reorganization in accordance with IFRS. Under this method of accounting, NCAC will be treated as the “acquired” company for financial reporting purposes, and Psyence Biomed Corp. will be the accounting “acquirer.” This determination was primarily based on the assumption that Psyence shareholders will hold the largest minority of the voting power of Pubco, Psyence’s operations will substantially comprise the ongoing operations of Pubco, Psyence’s designees are expected to comprise a majority of the governing body of Pubco, and Psyence Biomed Corp.’s senior management will comprise the senior management of Pubco. However, NCAC does not meet the definition of a “business” pursuant to IFRS 3 Business Combinations, and thus, for accounting purposes, the Business Combination will be accounted for as a capital reorganization. The net assets of NCAC will be stated at historical cost, with no goodwill or other intangible assets recorded. The deemed costs of the shares issued by Psyence Biomed Corp., which represents the fair value of the shares that Psyence Biomed Corp. would have had to issue for the ratio of ownership interest in Pubco to be the same as if the Business Combination had taken the legal form of Psyence Biomed Corp. acquiring shares of NCAC, in excess of the net assets of NCAC will be accounted for as stock-based compensation under IFRS 2 Share-Based Payment.
The carve-out consolidated financial statements presented are those of Psyence Biomed Corp., the business that will, as a consequence of the Canadian Reorganization and the Share Exchange, the business that will be contributed to Psyence Biomed II Corp., that will become a direct wholly-owned subsidiary of Pubco. Accordingly, for accounting purposes, the financial statements of Psyence Biomed Corp. will represent a continuation of the financial statements of Pubco with the Business Combination treated as the equivalent of Psyence Biomed Corp. issuing shares for the net assets of NCAC, accompanied by a recapitalization, which is accounted for within the scope of IFRS 2, Share-based payment. The net assets of NCAC will be stated at historical cost, with no goodwill or other intangible assets recorded. Operations prior to the Business Combination will be presented as those of Psyence in future reports of Pubco.
Other Shareholder Proposals
In addition to the Business Combination Proposal, NCAC shareholders will be asked to vote on:
The Merger Proposal: to consider and vote upon a proposal to approve, by special resolution: (i) NCAC be authorized to merge with Merger Sub, so that NCAC be the surviving company and all undertaking, property and liabilities of Merger Sub vest in NCAC by virtue of the Merger in accordance with the Business Combination Agreement and the Companies Act (As Revised) of the Cayman Islands; (ii) the Plan of Merger in the form attached as Annex D, pursuant to which NCAC will merge with Merger Sub, with NCAC being the surviving company; and (iii) entry into the Plan of Merger.
The Organizational Documents Proposal: to consider and vote upon a proposal to approve by special resolution under Cayman Islands law, assuming the Business Combination Proposal is approved and adopted, the approval of the Proposed Articles of Pubco, which, if approved, would take effect at the time of the Closing (we refer to this proposal as the “Organizational Documents Proposal”);
The Advisory Articles Proposals: to consider and vote, on an advisory and non-binding basis, on three separate sub-proposals to approve certain governance provisions in the Proposed Articles. These separate votes are not otherwise required by under Cayman Islands law, separate and apart from the Organizational Documents Proposal, but are required by SEC guidance requiring that stockholders have the opportunity to present their views on important corporate governance provisions (we refer to these proposals as the “Advisory Articles Proposals”)
a.
Advisory Articles Proposal 4A: To approve, on an advisory and non-binding basis, provisions to be included in the Proposed Articles which establish the authorized capital of Pubco to consist of an unlimited number of common shares.
b.
Advisory Articles Proposal 4B: To approve, on an advisory and non-binding basis, provisions to be included in the Proposed Articles which establish Pubco’s corporate name as “Psyence Biomedical Ltd.”
c.
Advisory Articles Proposal 4C: To approve, on an advisory and non-binding basis, the
 
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exclusion from the Proposed Articles of certain provisions related to NCAC’s status as a blank check company that will not apply to Pubco upon consummation of the Business Combination.
The Incentive Plan Proposal: to consider and vote upon a proposal to approve by ordinary resolution under Cayman Islands law, the Pubco 2023 Equity Incentive Plan (the “Incentive Plan”), a copy of which is attached to this proxy statement/prospectus as Annex E (we refer to this proposal as the “Incentive Plan Proposal”);
The Director Proposal: to consider and vote upon the appointment of five (5) directors, who, upon consummation of the Business Combination, will constitute all the members of the board of directors of Pubco (we refer to this proposal as the “Director Proposal”);
The Shareholder Adjournment Proposal: to consider and vote upon a proposal to adjourn the special meeting to a later date or dates, if necessary or appropriate as determined by the NCAC Board (the “Shareholder Adjournment Proposal”).
Appraisal or Dissenters’ Rights
No appraisal or dissenters’ rights are available to holders of NCAC Ordinary Shares or NCAC Warrants in connection with the Business Combination.
In relation to the Merger and the holders of NCAC Ordinary Shares, the Companies Act prescribes when shareholder appraisal or dissent rights are available and sets limitations on such rights. Where such rights are available, shareholders are entitled to receive fair value for their shares. However, regardless of whether such rights are or are not available, the holders of the NCAC Ordinary Shares are entitled to exercise the rights of redemption as set out herein, and the NCAC Board has determined that the redemption proceeds payable to the holders of the NCAC Ordinary Shares who exercise such redemption rights represent the fair value of those shares. Summaries of the relevant sections of the Companies Act follow:
Section 238. (1) provides that a member of a constituent company incorporated thereunder shall be entitled to payment of the fair value of that person’s shares upon dissenting from a merger or consolidation.
Section 239. (1) provides that no rights under section 238 of the Companies Act shall be available in respect of the shares of any class for which an open market exists on a recognised stock exchange or recognised interdealer quotation system at the expiry date of the period allowed for written notice of an election to dissent under section 238(5) of the Companies Act, provided that such section shall not apply if the holders thereof are required by the terms of a plan of merger or consolidation pursuant to section 233 or 237 of the Companies Act to accept for such shares anything except: (a) shares of a surviving or consolidated company, or depository receipts in respect thereof; (b) shares of any other company, or depository receipts in respect thereof, which shares or depository receipts at the effective date of the merger or consolidation, are either listed on a national securities exchange or designated as a national market system security on a recognised interdealer quotation system or held of record by more than two thousand holders; (c) cash in lieu of fractional shares or fractional depository receipts described in paragraphs (a) and (b); or (d) any combination of the shares, depository receipts and cash in lieu of fractional shares or fractional depository receipts described in paragraphs (a), (b) and (c).
Date, Time and Place of Special Meeting
The special meeting will be held in person at 1:00 p.m., Eastern time, on November 30, 2023, at the offices of McDermott Will & Emery LLP, located at One Vanderbilt Avenue, New York, New York 10017, or such other date, time and place to which such meetings may be adjourned or postponed, for the purpose of considering and voting upon the proposals. You may attend the special meeting and vote your shares electronically during the special meeting via live webcast by visiting https://www.cstproxy.com/newcourtacquisition/bc2023.
 
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Record Date and Voting
You will be entitled to vote or direct votes to be cast at the special meeting if you owned NCAC Ordinary Shares at the close of business on November 13, 2023, which is the record date for the special meeting. You are entitled to one vote for each NCAC Ordinary Share that you owned as of the close of business on the record date. If your shares are held in “street name” or are in a margin or similar account, you should contact your broker, bank or other nominee to ensure that votes related to the shares you beneficially own are properly counted. On the record date, there were 8,788,021 NCAC Ordinary Shares outstanding, of which 2,253,021 are NCAC Class A Ordinary Shares and 6,535,000 NCAC are Class B Ordinary Shares.
NCAC’s Sponsor, officers and directors have agreed to vote all of their NCAC Ordinary Shares in favor of the Business Combination. NCAC’s issued and outstanding warrants do not have voting rights at the special meeting.
Proxy Solicitation
Proxies may be solicited by mail. NCAC has engaged Advantage Proxy to assist in the solicitation of proxies. If a shareholder grants a proxy, it may still vote its shares in person if it revokes its proxy before the special meeting. A shareholder may also change its vote by submitting a later-dated proxy as described in the section entitled “The Special Meeting — Revocability of Proxies.”
Quorum and Required Vote for Proposals for the Special Meeting
A quorum of NCAC’s shareholders is necessary to hold a valid meeting. A quorum will be present at the special meeting if a majority of the NCAC Ordinary Shares outstanding and entitled to vote at the special meeting is represented in person or by proxy.
The approval of the Business Combination Proposal requires an ordinary resolution under Cayman Islands law, being the affirmative vote of the holders of a majority of the outstanding NCAC Ordinary Shares who, being present and entitled to vote thereon at the special meeting, vote at the special meeting.
The approval of the Merger Proposal requires a special resolution under Cayman Islands law, being the affirmative vote of the holders of a majority of at least two-thirds of the outstanding NCAC Ordinary Shares who, being present and entitled to vote thereon at the special meeting, vote at the special meeting.
The approval of the Organizational Documents Proposal requires a special resolution under Cayman Islands law, being requires the affirmative vote of the holders of a majority of at least two-thirds of the outstanding NCAC Ordinary Shares who, being present and entitled to vote thereon at the special meeting, vote at the special meeting.
The approval of each of the Advisory Articles Proposals, the Incentive Plan Proposal, the Director Proposal and the Shareholder Adjournment Proposal, if presented, requires an ordinary resolution under Cayman Islands law, being the affirmative vote of the holders of a majority of the outstanding NCAC Ordinary Shares who, being present and entitled to vote thereon at the special meeting, vote at the special meeting.
Recommendation to NCAC Shareholders
NCAC’s board of directors believes that each of the proposals is in the best interests of NCAC and its shareholders and recommends that its shareholders vote “FOR” each of the proposals to be presented at the special meeting.
Risk Factors Summary
In evaluating the proposals set forth in this proxy statement/prospectus, you should carefully read this proxy statement/prospectus, including the annexes, and especially consider the factors discussed in the section entitled “Risk Factors.” Some of the risks related to NCAC and Psyence are summarized below:
 
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NCAC

NCAC may not be able to complete its initial business combination within the prescribed time frame, in which case NCAC would cease all operations except for the purpose of winding up and would redeem its NCAC Public Shares and liquidate, in which case its public shareholders would receive their pro rata portion of the Trust Account and our warrants will expire worthless.

If a shareholder fails to receive notice of NCAC’s offer to redeem its NCAC Public Shares in connection with the Business Combination, or fails to comply with the procedures for tendering its shares, such shares may not be redeemed.

You will not have any rights or interests in funds from the Trust Account, except under certain limited circumstances. To liquidate your investment, therefore, you may be forced to sell your NCAC Public Shares or warrants, potentially at a loss.

The Sponsor and NCAC’s directors, officers, advisors or their affiliates may elect to purchase shares from Public Shareholders, which may influence a vote on a proposed business combination and reduce the public “float” of NCAC Public Shares.

If a shareholder or a “group” of shareholders are deemed to hold in excess of 15% of NCAC Public Shares, such shareholder or group will lose the ability to redeem all such shares in excess of 15% of NCAC Public Shares.

NCAC’s shareholders cannot be sure of the market value of the Pubco Common Shares to be issued upon completion of the Business Combination.

The Pubco Common Shares to be received by NCAC’s shareholders as a result of the Business Combination will have different rights from NCAC Ordinary Shares.

NCAC’s Sponsor, officers and directors have agreed to vote in favor of the Business Combination, regardless of how the NCAC Public Shareholders vote.

The Sponsor and NCAC’s executive officers and directors have potential conflicts of interest in recommending that shareholders vote in favor of approval of the Business Combination Proposal and approval of the other proposals described in the Registration Statement of which this proxy statement/prospectus is a part.

Subsequent to the completion of the Business Combination, Pubco may be required to take write-downs or write-offs, restructuring and impairment or other charges that could have a significant negative effect on Pubco’s financial condition, results of operations and Pubco’s stock price, which could cause you to lose some or all of your investment.

NCAC’s shareholders will have a reduced ownership and voting interest after consummation of the Business Combination and will exercise less influence over management.
Psyence

We are a clinical-stage biotechnology company and have incurred significant losses since our inception. We anticipate that we will incur significant losses for the foreseeable future.

Psyence has a limited operating history and expects a number of factors to cause its operating results to fluctuate on an annual basis, which may make it difficult to predict the future performance of Psyence.

Psyence has never generated revenue and may never be profitable.

Even if the Business Combination is consummated, Pubco will require substantial additional funding to achieve its business goals, and if it is unable to obtain this funding when needed and on acceptable terms, it could be forced to delay, limit or terminate its product development efforts.

We depend on our current key personnel and our ability to attract and retain employees.

The psychedelic therapy and biotechnology industries are undergoing rapid growth and substantial change, which has resulted in an increase in competitors, consolidation and formation of strategic
 
35

 
relationships. Acquisitions or other consolidating transactions could harm Psyence in a number of ways, including by losing strategic partners if they are acquired by or enter into relationships with a competitor, losing customers, revenue and market share, or forcing Psyence to expend greater resources to meet new or additional competitive threats, all of which could harm Psyence’s operating results.

Current and future preclinical and clinical studies will be conducted outside the United States, and the FDA may not accept data from such studies to support any NDAs submitted after completing the applicable developmental and regulatory prerequisites (absent an IND).

There is a high rate of failure for product candidates proceeding through clinical trials.

Because the results of preclinical studies and earlier clinical trials are not necessarily predictive of future results, Psyence may not have favorable results in its planned and future clinical trials.

Negative results from clinical trials or studies of others and adverse safety events involving Psyence’s psychedelic analogs could have a material adverse effect on Psyence’s business.

Costs associated with compliance with numerous laws and regulations could impact our financial results. In addition, we could become subject to increased enforcement and/or litigation risks associated with the psychedelic therapeutics industry.

We are dependent on licensed intellectual property. If we were to lose our rights to licensed intellectual property, we may not be able to continue developing or commercializing our product candidates, if approved. If we breach any of the agreements under which we license the use, development and commercialization rights to our product candidates or technology from third parties or, in certain cases, we fail to meet certain development deadlines, we could lose license rights that are important to our business.

If we fail to comply with healthcare regulations, we could face substantial enforcement actions, including civil and criminal penalties and our business, operations and financial condition could be adversely affected.

Our prospective products will be subject to the various federal and state laws and regulations relating to health and safety and failure to comply with, or changes in, these laws or regulations could have an adverse impact on our business.

Clinical trials are expensive, time-consuming, uncertain and susceptible to change, delay or termination. The results of clinical trials are open to differing interpretations.

Psyence may be subject to federal, state and foreign healthcare laws and regulations and implementation of or changes to such healthcare laws and regulations could adversely affect Psyence’s business and results of operations.

Psyence may voluntarily suspend or terminate a clinical trial if at any time its believes that any of its product candidates presents an unacceptable risk to participants, if preliminary data demonstrates that the product candidate is unlikely to receive regulatory approval or unlikely to be successfully commercialized, or if sufficient funds to proceed to the next phases of clinical trials are not raised.

The psychedelic therapy industry and market are relatively new, and this industry and market may not continue to exist or grow as anticipated.

Negative public opinion and perception of the psychedelic industry could adversely impact Psyence’s ability to operate and Psyence’s growth strategy.

The expansion of the use of psychedelics in the medical industry may require new clinical research into effective medical therapies.

The psychedelic therapy industry is difficult to quantify and investors will be reliant on their own estimates of the accuracy of market data.

Psyence may not be able to adequately protect or enforce its intellectual property rights, which could harm its competitive position.
 
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If third parties claim that intellectual property owned or used by Psyence infringes upon their intellectual property, Psyence’s operating profits could be adversely affected.

If Psyence is not able to adequately prevent disclosure of trade secrets and other proprietary information, the value of its products could be significantly diminished.
 
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SELECTED HISTORICAL FINANCIAL DATA OF NCAC
The following tables summarize the relevant financial data for NCAC’s business and should be read in conjunction with the section entitled “NCAC Management’s Discussion and Analysis of Financial Condition and Results of Operations” and NCAC’s audited financial statements, and the notes related thereto, which are included elsewhere in this proxy statement/prospectus and NCAC’s periodic reports filed with the SEC.
The following tables present NCAC’s selected historical financial information derived from NCAC’s audited financial statements included elsewhere in this proxy statement/prospectus as of December 31, 2022 and 2021 and for the years ended December 31, 2022 and for the period from February 25, 2021 (inception) through December 31, 2021 and the unaudited financial information as of March 31, 2023 and for the three months ended March 31, 2023.
The historical results presented below are not necessarily indicative of the results to be expected for any future period. You should read the following selected financial information in conjunction with NCAC’s financial statements and related notes and the section entitled “NCAC Management’s Discussion and Analysis of Financial Condition and Results of Operations” contained elsewhere in this proxy statement/prospectus.
Three Months
Ended
March 31,
2023
Year Ended
December 31,
2022
For the Period
From
February 25, 2021
(Inception)
Through
December 31,
2021
Income Statement Data:
Total operating expenses
$ (771,493) $ (1,293,977) $ (334,288)
Net income (loss)
(24,489) $ 8,014,314 $ 8,230,440
Weighted average shares outstanding, redeemable Class A ordinary shares
4,896,611 26,140,000 6,146,343
Basic and diluted net loss per share, redeemable Class A ordinary shares
$ 0.15 $ 0.38 $ 6.72
Weighted average shares outstanding, non-redeemable Class A and Class B ordinary shares
6,535,000 6,535,000 6,594,170
Basic and diluted net loss per share, non-redeemable Class A and Class B ordinary shares
$ (0.00) $ 0.25 $ 0.65
March 31,
2023
December 31,
2022
December 31,
2021
Balance Sheet Data:
Investments held in the Trust Account
$ 16,115,127 $ 257,725,405 $ 255,002,424
Total assets
$ 16,403,725 $ 258,931,117 $ 256,224,293
Total liabilities
$ 14,879,603 $ 14,271,212 $ 19,578,702
Class A ordinary shares subject to possible redemption
$ 16,176,025 $ 258,554,215 $ 255,000,000
Total shareholders’ deficit
$ (14,651,903) $ (13,894,310) $ (18,354,409)
 
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SELECTED HISTORICAL FINANCIAL DATA OF PSYENCE BIOMED CORP.
The following tables present Target’s selected historical financial information derived from Psyence Biomed Corp.’s audited carve-out consolidated financial statements included elsewhere in this proxy statement/prospectus as of March 31, 2023, 2022 and 2021 and for the years ended March 31, 2023 and 2022.
The historical results presented below are not necessarily indicative of the results to be expected for any future period. The financial data set forth below should be read in conjunction with, and is qualified by reference to, “Psyence Biomed Corp. Management’s Discussion and Analysis of Financial Condition and Results of Operations” and the carve-out consolidated financial statements and notes thereto included elsewhere in this proxy statement/prospectus. Psyence Biomed Corp.’s carve-out consolidated financial statements are prepared and presented in Canadian Dollars and in accordance with IFRS.
Carve-Out Consolidated Balance Sheets
As of
March 31, 2023
As of
March 31, 2022
As of
March 31, 2021
ASSETS
Cash and cash equivalents
$ 1,805,766 $ 2,191,095 $ 6,006,436
Restricted cash
40,000 40,000
Prepaids and other current assets
306,426 56,101 181,172
TOTAL ASSETS
$ 2,152,192
$
2,287,196
$
6,187,608
LIABILITIES
Accounts payable and accrued liabilities
$ 2,423,467 $ 164,500 $ 127,590
TOTAL LIABILITIES
$
2,423,467
$ 164,500 $ 127,590
EQUITY
Net parent investment
$ (271,275) $ 2,122,696 $ 6,060,018
TOTAL LIABILITIES AND NET PARENT INVESTMENT
$ 2,152,192 $ 2,287,196 $ 6,187,608
Carve-Out Consolidated Statement of Operations and Comprehensive Loss
Fiscal Year Ended
March 31, 2023
Fiscal Year Ended
March 31, 2022
Revenue
$
Expenses
General and administrative
484,382 482,305
Research and development
2,126,762 171,335
Sales and marketing
9,292 21,862
Professional fees and consulting fees
$ 1,655,663 1,641,574
Total operating expenses
$ 4,276,099
2,317,076
Other Income
Interest income
$ (2,054)
Net loss before other comprehensive loss
$ 4,274,045
2,317,076
Foreign currency translation (gain)/loss
$ (35,574) 2,856
Total comprehensive loss
$ 4,238,471 2,319,932
 
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SUMMARY UNAUDITED PRO FORMA CONDENSED COMBINED FINANCIAL INFORMATION
NCAC is providing the following summary unaudited pro forma condensed combined financial information to aid you in your analysis of the financial aspects of the transactions.
The following selected unaudited pro forma condensed combined balance sheet as of March 31, 2023 combines the historical balance sheet of NCAC as of March 31, 2023 with the historical carve-out consolidated balance sheet of Psyence Biomed Corp. as of March 31, 2023, giving pro forma effect to the Business Combination, as if it had occurred as of March 31, 2023.
The following selected unaudited pro forma condensed combined statement of operations for the year ended March 31, 2023 combines the historical statement of operations of NCAC for the year ended December 31, 2022, and the historical carve-out consolidated statement of net loss and comprehensive loss of Psyence Biomed Corp. for year ended March 31, 2023, giving pro forma effect to the Business Combination as if it had occurred on April 1, 2022, the beginning of the period presented.
The selected unaudited pro forma condensed combined financial information has been prepared assuming two alternative levels of redemption of the Public Shares into cash:

No Additional Redemption Scenario:   This scenario assumes that none of NCAC’s existing Public Shareholders exercise their redemption rights in connection with the approval of the Business Combination with respect to their Public Shares; and

Maximum Redemption Scenario:   This scenario assumes that 445,302 Public Shares (representing approximately 40.01% of the total Public Shares outstanding) are redeemed in connection with the Business Combination for an aggregate redemption payments of $4.9 million based on an assumed redemption price of $11.07 per share. If NCAC’s Public Shareholders redeem more than 445,302 Public Shares and no additional funds are raised by NCAC or Pubco through other permitted financing, then we expect that the Minimum Cash Condition will not be satisfied and the Business Combination will not be consummated unless the Minimum Cash Condition is waived.
The historical financial information has been adjusted to give effect to the expected events that are related and/or directly attributable to the transactions and are factually supportable. The adjustments presented in the selected unaudited pro forma condensed combined financial statements have been identified and presented to provide relevant information necessary for an accurate understanding of Pubco upon consummation of the transactions.
The historical financial carve-out consolidated statements of Psyence Biomed Corp. have been prepared in accordance with IFRS as issued by the IASB and in its presentation currency of the Canadian Dollar (“CDN” or “CDN$”). The historical financial statements of NCAC have been prepared in accordance with U.S. GAAP in its presentation currency of the U.S. dollar (“USD” or “$”). The condensed combined pro forma financial information reflects IFRS and in USD, the basis of accounting used by the registrant, Pubco, and other than the reclassification and presentation of redeemable NCAC Public Shares as other liabilities under IFRS, disclosed in the pro formas notes, no material accounting policy difference is identified in converting NCAC’s historical financial statements from U.S. GAAP to IFRS or Psyence Biomed Corp. from CDN to USD. The adjustments presented in the pro forma condensed combined financial information have been identified and presented to provide relevant information necessary for an accurate understanding of Pubco after giving effect to the Business Combination. NCAC and Psyence Biomed Corp. did not have any historical relationship prior to the Business Combination. Accordingly, no pro forma adjustments were required to eliminate activities between the companies.
This information should be read together with financial statements of NCAC and the carve-out consolidated financial statements of Psyence Biomed Corp and related notes, “NCAC Management’s Discussion and Analysis of Financial Condition and Results of Operations,” “Psyence Biomed Corp. Management’s Discussion and Analysis of Financial Condition and Results of Operations,” and other financial information included elsewhere in this proxy statement/prospectus.
The summary unaudited pro forma condensed combined financial information is presented for illustrative purposes only. Such information is only a summary and should be read in conjunction with the section entitled “Unaudited Pro Forma Condensed Combined Financial Information.” The financial results may
 
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have been different had the companies always been combined. You should not rely on the summary unaudited pro forma condensed combined financial information as being indicative of the historical results that would have been achieved had the companies always been combined or the future results that Pubco will experience.
Statement of Operations
Pro Forma Combined
In USD
Psyence
Biomed Corp.
(Historical for
the year ended
March 31, 2023)
NCAC
(Historical for
the year ended
December 31, 2022)
Scenario 1 –
Assuming
no
redemptions
Scenario 2 –
Assuming
maximum
redemptions
Operating expenses
Sales and marketing
$ (7,024) $ $ (7,024) $ (7,024)
Research and development
(1,607,565) (1,607,565) (1,607,565)
General and administrative
(366,132) (869,379) (56,986,943) (57,461,680)
Professional fees and consulting fees
(1,251,474) (424,598) (1,676,072) (1,676,072)
Foreign exchange gain (loss)
26,890 26,890 26,890
Interest income
1,553 3,551,791 1,553 1,553
Total operating expense
(3,203,752) (1,293,977) (60,249,161) (60,723,898)
Other income and (expense)
Change in fair value of warrants
5,756,500 5,756,500 5,756,500
Profit (loss) before income tax
(3,203,752) 8,014,314 (54,492,661) (54,967,398)
Income tax (expense) benefit
Net income (loss)
$ (3,203,752) $ 8,014,314 $ (54,492,661) $ (54,967,398)
Basic and diluted net loss per share, redeemable Class A ordinary shares
$ 0.38
Basic and diluted net loss per share Class B ordinary shares
$ 0.25
Pro forma weighted average number of
shares outstanding – basic and
diluted
13,190,521 12,745,219
Pro forma loss per share – basic and diluted
$ (4.13) $ (4.31)
Balance Sheet Data
Pro Forma Combined
In USD
Target
(Historical
As of
March 31, 2023)
NCAC
(Historical
As of
March 31, 2023)
Scenario 1 –
Assuming
no
redemptions
Scenario 2 –
Assuming
maximum
redemptions
Total current assets
$ 1,590,329 $ 288,598 $ 23,258,537 $ 20,499,070
Total non-current assets
16,115,127
Total assets
$ 1,590,329 $ 16,403,725 $ 23,258,537 $ 20,499,070
Total current liabilities
$ 1,790,783 $ 14,879,603 $ 1,789,332 $ 3,957,632
Temporary equity
16,176,025
Total equity
(200,454) (14,651,903) 21,469,205 16,541,438
Total equity and liabilities
$ 1,590,329 $ 16,403,725 $ 23,258,537 $ 20,499,070
 
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CAUTIONARY NOTE REGARDING FORWARD-LOOKING STATEMENTS
This document contains certain forward-looking statements within the meaning of U.S. federal securities laws with respect to the Business Combination between Psyence, NCAC and Pubco, including statements regarding the benefits of the transaction, the anticipated timing of the transaction, the anticipated growth in the industry in which Psyence operates and anticipated growth in demand for Psyence’s products, projections of Psyence’s future financial results and possible growth opportunities for Psyence. These forward-looking statements generally are identified by the words “believe,” “project,” “expect,” “anticipate,” “estimate,” “intend,” “strategy,” “future,” “budget,” “opportunity,” “plan,” “may,” “should,” “will,” “would,” “will be,” “will continue,” “will likely result,” and similar expressions. These statements involve risks, uncertainties and other factors that may cause actual results, levels of activity, performance or achievements to be materially different from the information expressed or implied by these forward-looking statements. Forward-looking statements are predictions, projections and other statements about future events that are based on current expectations and assumptions and, as a result, are subject to risks and uncertainties. Many factors could cause actual future events to differ materially from the forward-looking statements in this document, including but not limited to: (i) the risk that the Business Combination may not be completed in a timely manner or at all, which may adversely affect the price of NCAC’s securities, (ii) the risk that the Business Combination may not be completed by NCAC’s business combination deadline and the potential failure to obtain an extension of the business combination deadline if sought by NCAC, (iii) the failure to satisfy the conditions to the consummation of the transaction, including the adoption of the Business Combination Agreement by the shareholders of NCAC, (iv) the lack of a third party valuation in determining whether or not to pursue the proposed Business Combination, (v) the occurrence of any event, change or other circumstance that could give rise to the termination of the Business Combination Agreement, (vi) the effect of the announcement or pendency of the Business Combination on Psyence’s business relationships, performance, and business generally, (vii) risks that the proposed Business Combination disrupts current plans of Psyence or diverts management’s attention from Psyence’s ongoing business operations and potential difficulties in Psyence’s employee retention as a result of the proposed Business Combination, (viii) the outcome of any legal proceedings that may be instituted against Psyence, Pubco, NCAC or their respective directors or officers related to the proposed Business Combination, (ix) the ability of Pubco, NCAC or a successor thereto to maintain the listing of its securities on The Nasdaq Stock Market LLC, (x) volatility in the price of the securities of Pubco, NCAC or a successor thereto due to a variety of factors, including changes in the competitive and highly regulated industries in which Psyence plans to operate, variations in performance across competitors, changes in laws and regulations affecting Psyence’s business and changes in the combined capital structure, (xi) the ability to implement business plans, forecasts, and other expectations after the completion of the proposed Business Combination, and identify and realize additional opportunities, (xii) the risk that Psyence has a limited operating history, has not yet released a commercially available product and does not have experience manufacturing or selling a commercial product at scale and (xiii) the risk that Psyence may not be able to effectively manage its growth, including its design, research, development and maintenance capabilities.
The foregoing list of factors is not exhaustive. Forward-looking statements are not guarantees of future performance. You should carefully consider the foregoing factors and the other risks and uncertainties described in NCAC’s Annual Report on Form 10-K and Quarterly Report on Form 10-Q and other documents filed by Pubco, NCAC or a successor thereto 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. The forward-looking statements in this document represent the views of Pubco and NCAC and Psyence as of the date of this document. Subsequent events and developments may cause that view to change. Readers are cautioned not to put undue reliance on forward-looking statements, and all forward-looking statements in this document are qualified by these cautionary statements. Psyence, Pubco and NCAC assume no obligation and do not intend to update or revise these forward-looking statements, whether as a result of new information, future events, or otherwise. None of Psyence, Pubco nor NCAC gives any assurance that Psyence, Pubco or NCAC will achieve its expectations. The inclusion of any statement in this document does not constitute an admission by Psyence, Pubco or NCAC or any other person that the events or circumstances described in such statement are material.
 
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RISK FACTORS
You should carefully consider the following risk factors, together with all of the other information included in this proxy statement/prospectus, before you decide whether to vote or instruct your vote to be cast to approve the proposals described in this proxy statement/prospectus. Certain of the following risk factors apply to the business and operations of Psyence and will also apply to the business and operations of Pubco following the completion of the Business Combination. The occurrence of one or more of the events or circumstances described in these risk factors, alone or in combination with other events or circumstances, may adversely affect the ability to complete or realize the anticipated benefits of the Business Combination, and may have a material adverse effect on the business, financial condition, results of operations, prospects and trading price of Pubco following the Business Combination. The risks discussed below may not prove to be exhaustive and are based on certain assumptions made by Pubco, NCAC and Psyence, which later may prove to be incorrect or incomplete. Pubco, NCAC and Psyence may face additional risks and uncertainties that are not presently known to such entity, or that are currently deemed immaterial, but which may also ultimately have an adverse effect on any such party.
Risks Related to Psyence’s Business and Industry
Unless the context otherwise requires, all references in this section to the “Company,” “we,” “us” or “our” refer to Psyence and its subsidiaries prior to the consummation of the Business Combination, which will be the business of Pubco and its subsidiaries following the consummation of the Business Combination.
We are a clinical-stage biotechnology company and have incurred significant losses since our inception. We anticipate that we will incur significant losses for the foreseeable future.
Investment in biotechnology product development is highly speculative because it entails substantial upfront capital expenditures and significant risk that any potential product candidate will fail to demonstrate effectiveness or an acceptable safety profile, gain regulatory approval and become commercially viable. All of Psyence’s product candidates will require substantial additional capital expenditures and development time, including extensive clinical research and resources, before it would be able to apply for and then receive marketing authorization and begin generating revenue from product sales.
Since its inception, Psyence has invested most of its resources in establishing strategic partnerships, securing intellectual property licensing rights, building its own intellectual property portfolio, raising capital, building its management team and providing general and administrative support for these operations. Psyence has incurred losses in each year since its inception and expects to incur significant losses for the foreseeable future. Psyence’s net loss for the years ended March 31, 2022 and March 31, 2023 was USD$1.85 million and USD$3.15 million, respectively. To date, no products have been approved for commercial sale and Psyence has not generated any revenue. Psyence has financed operations solely through the sale of equity securities and convertible debt financings. Psyence continues to incur significant research and development and other expenses related to ongoing operations and expects to incur losses for the foreseeable future, including following the completion of the Business Combination.
Due to the numerous risks and uncertainties associated with the development of its product candidates, Psyence is unable to predict the timing or amount of its expenses, or when it will be able to generate any meaningful revenue or achieve or maintain profitability, if ever. In addition, its expenses could increase beyond current expectations if Psyence is required by the Therapeutic Goods Administration in Australia (“TGA”), the U.S. Food and Drug Administration (“FDA”), the European Medicines Agency (“EMA”), Medicines and Healthcare products Regulatory Agency in the UK (“MHRA”), or other comparable foreign regulatory authorities, to perform preclinical studies or clinical trials in addition to those that Psyence currently anticipates, or if there are any delays in any of Psyence’s or its future collaborators’ clinical trials or the development of the existing product candidates and any other product candidates that Psyence may identify. Even if Psyence’s existing product candidates or any future product candidates that Psyence may identify are approved for commercial sale, Psyence anticipates incurring significant costs associated with commercializing any approved product and ongoing compliance efforts.
 
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Psyence has a limited operating history and expects a number of factors to cause its operating results to fluctuate on an annual basis, which may make it difficult to predict the future performance of Psyence.
Psyence is a clinical stage biotechnology development company with a limited operating history. Consequently, any predictions made about Psyence’s future success or viability may not be as accurate as they could be if Psyence had a longer operating history and additional definitive partnership agreements in place. Psyence’s operating results are expected to significantly fluctuate from quarter-to-quarter or year-to-year due to a variety of factors, many of which are beyond its control. Factors relating to Psyence’s business that may contribute to these fluctuations include, but are not limited to:

any delays or issues in finding, and establishing successful business arrangements with, pharmaceutical and product development partners to assist in moving its product candidates through the development and commercialization processes;

delays in the commencement, enrolment and timing of clinical trials;

the success of its preclinical trials;

potential side effects of its product candidates that could delay or prevent approval or license-out agreements or cause an approved product candidate to be eliminated;

its ability to obtain additional funding to develop its product candidates;

its ability to attract and retain talented and experienced personnel to manage its business effectively;

competition from existing psychedelic analogs companies or new psychedelic analogs companies that continue to emerge;

assuming market authorization has been obtained for our product candidates, the ability of patients or healthcare providers to obtain coverage or sufficient reimbursement for such products;

its ability to adhere to clinical study requirements directly or with third parties such as clinical research organizations (“CROs”);

its dependency on third-party manufacturers to manufacture products and key ingredients;

its ability to establish or maintain collaborations, licensing or other transactions;

its ability to defend against any challenges to its intellectual property, including claims of patent infringement;

its ability to enforce its intellectual property rights against potential competitors;

its ability to secure additional intellectual property protection for its product candidates and associated manufacturing methods currently under development;

a biological or chemical effect that Psyence does not predict;

adverse economic circumstances;

potential liability claims; and

the duration and effects of COVID-19 on Psyence’s personnel, business, operations and financial condition.
Accordingly, the results of any historical financial periods should not be relied upon as indications of future operating performance.
Psyence has never generated revenue and may never be profitable.
Psyence may never be able to develop or commercialize marketable products or achieve profitability. Revenue from the sale of any product candidate for which regulatory approval is obtained will be dependent, in part, upon the size of the markets in the territories for which Psyence gains regulatory approval, the accepted price for the product, the acceptance of the product by physicians and patients, the ability to obtain reimbursement at any price and whether Psyence owns the commercial rights for that territory. Psyence’s growth strategy depends on its ability to generate revenue. In addition, if the number of addressable patients
 
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is not as anticipated, the indication or intended use approved by regulatory authorities is narrower than expected, or the reasonably accepted population for treatment is narrowed by competition, physician choice or treatment guidelines, Psyence may not generate significant revenue from sales of such products, even if approved. Even if Psyence is able to generate revenue from the sale of any approved products, Psyence may not become profitable and may need to obtain additional funding to continue operations. Even if Psyence were to achieve profitability in the future, it may not be able to sustain profitability in subsequent periods.
Psyence’s failure to achieve sustained profitability would depress the value of Pubco following the Business Combination and could impair its ability to raise capital, expand the business, diversify its research and development pipeline, market its product candidates, if approved, and pursue or continue operations. Psyence’s prior losses, combined with expected future losses, have had and will continue to have an adverse effect on shareholders’ equity and working capital.
Even if the Business Combination is consummated, Pubco will require substantial additional funding to achieve its business goals, and if it is unable to obtain this funding when needed and on acceptable terms, it could be forced to delay, limit or terminate its product development efforts.
Psyence’s clinical trial and product development pipeline currently consists of one active preclinical study in Canada, and one Phase IIb study currently under review in Australia. We have also obtained approval from the MHRA to conduct a Phase IIa study in the UK, which was not initiated due to certain cost-effective incentives provided by Australia. Once the Phase IIb study in Australia is completed, a Phase III pivotal study program will begin, of which the size and number of trials will depend on the results of the Phase IIb study, the advice given to Psyence from the regulatory authorities and whether the FDA will assess the program as being fast-tracked or eligible as a breakthrough therapy. If the assessment is the latter, the Phase III program could be smaller than anticipated and less than the usual required two pivotal studies to support market authorization.
Psyence intends to submit the NDA requesting assessment via the 505(b)(2) pathway. A 505(b)(2) application is an NDA that contains full reports of investigations of safety and effectiveness, where at least some of the information required for approval comes from studies not conducted by or for the applicant, and for which the applicant has not obtained a right of reference or use, including, for example, the agency’s finding of safety and/or effectiveness for a listed drug or published literature. This could potentially allow for a shorter development program along with less data that is developed by Psyence, as compared to a regular NDA submission. Despite the usage of psilocybin for decades, there have been relatively few studies pertaining to psilocybin products due to the ban on the research into psychedelics. However, recently, academic institutions have been allowed to conduct such studies.
Conducting clinical trials and developing biopharmaceutical products is expensive and time consuming, and we expect to require substantial additional capital to conduct research, preclinical studies and clinical trials for the current and future trials, seek regulatory approvals for our product candidates and launch and commercialize any products for which Psyence may receive regulatory approval, including building our own commercial sales, marketing and distribution organization. Our management and strategic decision makers have not made decisions regarding the future allocation of certain resources among Psyence’s pipeline of trials, but continue to evaluate the needs and opportunities with respect to each of these trials routinely and on a case-by-case basis. Because the outcome of any preclinical or clinical development and regulatory approval process is highly uncertain (including the size and quantum of the Phase III registrational program), Psyence cannot reasonably estimate the actual amounts necessary to successfully complete the development, regulatory approval process and potential commercialization of its product candidates and any future product candidates it may identify.
Psyence expects that the cash provided in the Business Combination, together with Psyence’s existing cash, will be sufficient to fund operations through 18 months following the Closing. However, Psyence’s operating plan may change as a result of many factors currently unknown, and Psyence may need to seek additional funds sooner than planned, through public or private equity or debt financings, sales of assets or programs, other sources, such as strategic collaborations or license and development agreements, or a combination of these approaches. Even if Psyence believes that its funds are sufficient for its current or future operating plans, it may opportunistically seek additional capital if market conditions are favorable or for specific strategic considerations. Psyence’s spending will vary based on new and ongoing product
 
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development and business development activities. Any such additional fundraising efforts for Psyence may divert management from their day-to-day activities, which may adversely affect Psyence’s ability to develop and commercialize product candidates that Psyence may identify and pursue. Moreover, such financing may result in dilution to shareholders, imposition of debt covenants and repayment obligations, or other restrictions that may affect Psyence’s business. Changing circumstances, some of which may be beyond Psyence’s control, could cause Psyence to consume capital significantly faster than currently anticipated, and Psyence may need to seek additional funds sooner than planned. Psyence’s future funding requirements, both short-term and long-term, will depend on many factors, including, but not limited to:

the time and cost necessary to complete ongoing and planned clinical trials;

the outcome, timing and cost of meeting regulatory requirements established by the TGA, FDA, the EMA, the MHRA and other comparable foreign regulatory authorities;

the progress, timing, scope and costs of preclinical studies, clinical trials and other related activities for ongoing and planned clinical trials, and potential future clinical trials;

the costs of obtaining clinical and commercial supplies of raw materials and drug products for Psyence’s product candidates, as applicable, and any other product candidates Psyence may identify and develop;

Psyence’s ability to successfully identify and negotiate acceptable terms for third-party supply and contract manufacturing agreements with contract manufacturing organizations (“CMOs”);

the costs of commercialization activities for any of Psyence’s product candidates that receive marketing approval, including the costs and timing of establishing product sales, marketing, distribution and manufacturing capabilities, or entering into strategic collaborations with third parties to leverage or access these capabilities;

the amount and timing of sales and other revenues from Psyence’s product candidates, if approved, including the sales price and the availability of coverage and adequate third-party reimbursement;

the cash requirements of developing Psyence’s programs and Psyence’s ability and willingness to finance their continued development;

the cash requirements of any future acquisitions or discovery of product candidates;

the time and cost necessary to respond to technological and market developments, including other products that may compete with one or more of Psyence’s product candidates;

the costs of acquiring, licensing or investing in intellectual property rights, products, product candidates and businesses;

the costs of maintaining, expanding and protecting Psyence’s intellectual property portfolio;

its ability to attract, hire and retain qualified personnel as Psyence expands research and development and establishes a commercial infrastructure; and

the costs of operating as a public company in the United States and maintaining a listing on Nasdaq.
Psyence cannot be certain that additional funding will be available on acceptable terms, or at all. Market volatility resulting from the COVID-19 pandemic and the related U.S. and global economic impact or other factors could also adversely impact the ability to access funds as and when needed. If adequate funds are not available to Psyence on a timely basis, Psyence may be required to delay, limit or terminate one or more research or development programs or trials or the potential commercialization of any approved products or be unable to expand operations or otherwise capitalize on business opportunities, as desired, which could materially affect Psyence’s business, prospects, financial condition and results of operations.
We depend on our current key personnel and our ability to attract and retain employees.
Our future growth and success depends on our ability to recruit, retain, manage and motivate our employees. We are highly dependent on our current management and scientific personnel, including Dr. Neil Maresky (Chief Executive Officer), Jody Aufrichtig (Executive Chairman), Warwick Corden-Lloyd
 
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(Chief Financial Officer), Dr. Clive Ward-Able (Medical Director) and Taryn Vos (General Counsel). The inability to hire or retain experienced management personnel could adversely affect our ability to execute our business plan and harm our operating results. Due to the specialized scientific and managerial nature of our business, we rely heavily on our ability to attract and retain qualified scientific, technical and managerial personnel. The competition for qualified personnel in the pharmaceutical field is intense and we may be unable to continue to attract and retain qualified personnel necessary for the development of our business or to recruit suitable replacement personnel.
The pro forma financial statements are presented for illustrative purposes only and may not be an indication of Pubco’s financial condition or results of operations following the completion of the Business Combination.
The pro forma financial statements contained in this proxy statement/prospectus are presented for illustrative purposes only and may not be an indication of Pubco’s financial condition or results of operations following the completion of the Business Combination for several reasons. The pro forma financial statements have been derived from the historical financial statements of NCAC and Psyence and adjustments and assumptions have been made regarding Pubco after giving effect to the Business Combination. The information upon which these adjustments and assumptions have been made is preliminary, and these kinds of adjustments and assumptions are difficult to make with accuracy. Moreover, the pro forma financial statements do not reflect all costs that are expected to be incurred by Pubco in connection with the Business Combination. For example, the impact of any incremental costs incurred in integrating NCAC and Psyence are not reflected in the pro forma financial statements. As a result, the actual financial condition and results of operations of Pubco following the completion of the Business Combination may not be consistent with, or evident from, these pro forma financial statements. The assumptions used in preparing the pro forma financial information may not prove to be accurate, and other factors may affect Pubco’s financial condition or results of operations following the Business Combination. Any decline or potential decline in Pubco’s financial condition or results of operations may cause significant variations in the market price of Pubco’s securities.
Our historical financial results and our unaudited pro forma combined financial statements may not be representative of our results as a separate, stand-alone company.
The historical financial information we have included in this proxy statement/prospectus has been derived from the financial statements and accounting records of Psyence Group Inc. and does not necessarily reflect what our financial position, results of operations or cash flows would have been had we been a separate, stand-alone company during the periods presented. The historical information does not necessarily indicate what our results of operations, financial position, cash flows or costs and expenses will be in the future. Our pro forma financial information set forth under “Unaudited Pro Forma Combined Financial Information” reflects changes to our operations as a result of the separation. However, there can be no assurances that this unaudited pro forma combined financial information will appropriately reflect our financial position or results of operations as a separate, stand-alone company.
The psychedelic therapy and biotechnology industries are undergoing rapid growth and substantial change, which has resulted in an increase in competitors, consolidation and formation of strategic relationships. Acquisitions or other consolidating transactions could harm Psyence in a number of ways, including by losing strategic partners if they are acquired by or enter into relationships with a competitor, losing customers, revenue and market share, or forcing Psyence to expend greater resources to meet new or additional competitive threats, all of which could harm Psyence’s operating results.
The psychedelic therapy and biotechnology industries are intensely competitive and subject to rapid and significant technological change. Psyence has competitors in Canada, the United States, Europe and other jurisdictions, including major multinational pharmaceutical companies, established biotechnology companies, specialty pharmaceutical and generic drug companies and universities and other research institutions. Many of its competitors have greater financial and other resources, such as larger research and development staff and more experienced marketing and manufacturing organizations than it does. Large pharmaceutical companies, in particular, have extensive experience in, and substantial capital resources for, conducting research, molecular derivative development, obtaining regulatory approvals, obtaining intellectual property protection and establishing key relationships. These companies also have significantly greater
 
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sales and marketing capabilities and experience in completing collaborative transactions in Psyence’s target markets with leading companies and research institutions.
Psyence’s competitors may introduce new psychedelic analogs or develop technological advances that compete with Psyence. Psyence cannot predict the timing or impact of competitors introducing new psychedelic analogs or technological advances. Such competing psychedelic analogs may be safer, more effective, more effectively marketed, licensed or sold or have lower prices or superior performance features than Psyence’s psychedelic analogs, and this could negatively impact Psyence’s business and results of operations. Established pharmaceutical companies may also invest heavily to accelerate discovery and development of novel compounds or to in-license novel compounds that could make the psychedelic analogs that Psyence develops obsolete. As a result of any of these factors, Psyence’s competitors may succeed in obtaining patent protection or discovering, developing and commercializing psychedelic analogs before Psyence does or may develop psychedelic analogs that are deemed to be more effective or gain greater market acceptance than those of Psyence.
Smaller or early-stage companies may also prove to be significant competitors, particularly through collaborative transactions with large, established companies. In addition, many universities and private and public research institutions may become active in the development of novel compounds. Psyence’s competitors may succeed in developing, acquiring or licensing on an exclusive basis, technologies and psychedelic analogs that are more effective or less costly than any of the psychedelic analogs that Psyence is currently developing or that it may develop, which could render its psychedelic analogs obsolete or non-competitive. If Psyence’s competitors market psychedelic analogs that are more effective, safer or less expensive or that reach the market sooner than Psyence’s psychedelic analogs, if any, Psyence may not achieve commercial success. In addition, because of its limited resources, it may be difficult for Psyence to stay abreast of the rapid changes in each technology. If Psyence fails to stay at the forefront of technological change, it may be unable to compete effectively. Technological advances or products developed by its competitors may render its technologies or psychedelic analogs obsolete, less competitive or not economical.
Current and future preclinical and clinical studies will be conducted outside the United States, and the FDA may not accept data from such studies to support any NDAs submitted after completing the applicable developmental and regulatory prerequisites (absent an IND).
Psyence is conducting a preclinical and a clinical study outside the United States. Psyence has received full approval of a study in the UK from the MHRA, which was not initiated due to certain cost-effective incentives provided by Australia. Psyence has also made a submission to the Australian Human Research Ethics Committees (HRECs) for the review of research proposals involving human participants to ensure that they are ethically acceptable. The protocol under review in Australia will be reviewed as part of a Pre-IND (Investigational New Drug) application by the FDA. To the extent Psyence does not conduct these clinical trials under an IND, the FDA may not accept data from such trials. Although the FDA may accept data from clinical trials conducted outside the United States that are not conducted under an IND, the FDA’s acceptance of these data is subject to certain conditions. For example, the clinical trial must be well designed and conducted and performed by qualified investigators in accordance with ethical principles and all applicable FDA regulations. The trial population must also adequately represent the intended U.S. population, and the data must be applicable to the U.S. population and U.S. medical practice in ways that the FDA deems clinically meaningful. There can be no guarantee that the FDA will accept data from trials conducted outside of the United States. If the FDA does not accept the data from such clinical trials, this would likely result in the need for additional trials and the completion of additional regulatory steps, which would be costly and time-consuming and could delay or permanently halt the development of Psyence’s product candidates.
There is a high rate of failure for product candidates proceeding through clinical trials.
Psyence has no registered products on the market, and its new potential psilocybin-based product candidates are currently either in the preclinical or clinical development phase. Psyence’s ability to achieve and sustain profitability with respect to its product candidates in which psilocybin is featured as the active pharmaceutical ingredient depends on obtaining regulatory approvals for and, if approved, successfully commercializing, its product candidates, either alone or with third parties. Before obtaining regulatory
 
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approval for the commercial distribution of its current or future product candidates, Psyence or an existing or future collaborator must conduct extensive preclinical tests and clinical trials to demonstrate the safety, purity and potency of its product candidates.
Generally, there is a high rate of failure for product candidates proceeding through clinical trials. Psyence may suffer significant setbacks in its clinical trials similar to the experience of a number of other companies in the pharmaceutical and biotechnology industries, even after receiving promising results in earlier trials. Further, even if Psyence views the results of a clinical trial to be positive, applicable international regulatory authorities may disagree with Psyence’s interpretation of the data. In the event that Psyence obtains negative results from clinical trials for product candidates or other problems related to potential chemistry, manufacturing and control issues or other hurdles occur and its current or future product candidates are not approved, Psyence may not be able to generate sufficient revenue or obtain financing to continue its operations, its ability to execute on its current business plan may be materially impaired and its reputation in the industry and in the investment community might be significantly damaged. In addition, Psyence’s inability to properly design, commence and complete clinical trials may negatively impact the timing and results of its clinical trials and ability to seek approvals for its product candidates.
The testing, marketing and manufacturing of any new drug product for use in the U.S. will require approval from the FDA. Psyence cannot predict with any certainty the amount of time necessary to obtain such FDA approval and whether any such approval will ultimately be granted. Preclinical and clinical trials may reveal that one or more product candidates are ineffective or unsafe, in which event further development of such product candidates could be seriously delayed or terminated. Moreover, obtaining approval for certain product candidates may require testing on human subjects of substances whose effects on humans are not fully understood or documented. Delays in obtaining FDA or any other necessary regulatory approvals of any proposed drug and failure to receive such approvals would have an adverse effect on the drug’s potential commercial success and on Psyence’s business, prospects, financial condition and results of operations. In addition, it is possible that a proposed drug may be found to be ineffective or unsafe due to conditions or facts that arise after development has been completed and regulatory approvals have been obtained. In this event, Psyence may be required to withdraw such proposed drug from the market. To the extent that its success will depend on any regulatory approvals from government authorities outside of the U.S. that perform roles similar to that of the FDA, uncertainties similar to those stated above will also exist.
Because the results of preclinical studies and earlier clinical trials are not necessarily predictive of future results, Psyence may not have favorable results in its planned and future clinical trials.
Successful development of therapeutic products is highly uncertain and is dependent on numerous factors, many of which are beyond Psyence’s control. Product candidates that appear promising in the early phases of development may fail to reach the market for several reasons, including, but not limited to:

preclinical or clinical study results that may show the product to be less effective than desired (e.g., the study failed to meet Psyence’s primary objectives) or to have harmful or problematic side effects;

failure to receive the necessary regulatory approvals or a delay in receiving such approvals. Among other things, such delays may be caused by slow enrollment in clinical studies, length of time to achieve study endpoints, additional time requirements for data analysis or regulatory requests for additional preclinical or clinical data or unexpected safety or manufacturing issues;

manufacturing costs, pricing, or reimbursement issues or other factors that make the product not economical; and

the proprietary rights of others and their competing products and technologies that may prevent the product from being commercialized.
Any positive results from preclinical testing of Psyence’s prospective product candidates may not necessarily be predictive of the results from planned or future clinical trials for such product candidates. Many companies in the pharmaceutical and biotechnology industries have suffered significant setbacks in clinical trials after achieving positive results in preclinical and early clinical development, and Psyence cannot be certain that it will not face similar setbacks. These setbacks have been caused by, among other things, preclinical findings while clinical trials were underway or safety or efficacy observations in clinical trials,
 
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including adverse events. If Psyence fails to produce positive results in its planned clinical trials for its product candidates as described in the section titled “Information about Psyence”, or its future clinical trials, the development timeline and regulatory approval and commercialization prospects for such product candidates, and, correspondingly, Psyence’s business and financial prospects, would be materially adversely affected.
Negative results from clinical trials or studies of others and adverse safety events involving Psyence’s psychedelic analogs could have a material adverse effect on Psyence’s business.
From time to time, studies or clinical trials on medical-grade psilocybin mushroom products may be conducted or sponsored by academics, research institutions or others, including government agencies. The publication of negative results of studies or clinical trials related to Psyence’s proposed products or the therapeutic areas in which Psyence’s proposed products will compete could have a material adverse effect on Psyence’s business, prospects, financial condition and results of operations.
Supply chain interruptions could delay Psyence in the process of developing its product candidates.
There are few licensed suppliers of input materials for the manufacture of Psyence’s product candidates. Any loss of stored materials or facilities through fire, theft or other causes could have an adverse effect on Psyence’s ability to procure the product candidate materials and continue product development activities. Furthermore, Psyence is largely dependent on Filament, for the supply of PEX010 (a capsule containing 25mg naturally sourced psilocybin and product being used in Psyence’s Phase IIb Study), and despite Psyence’s rights to manufacture the product candidate itself or through a third-party CMO in the event that Filament is unable to meet an order or demand for product, any interruption in Filament’s supply chain will lead to delays in Psyence’s drug development timelines. Furthermore, Filament will be required to continue to meet regulatory requirements applicable to the PEX010 product candidate and maintain GMP compliant standards which dictate the minimum requirements for the methods, facilities and controls used in manufacturing, processing and packing of a drug product. There can be no assurances that Filament or any CMOs will be able to meet Psyence’s timetable and requirements or carry out their contractual obligations in accordance with the applicable regulations. In addition, the drug product supplied to Psyence may not meet its specifications and quality policies and procedures nor may they be able to supply the drug product in commercial quantities when the time comes. If Psyence is unable to arrange for alternative third-party supply sources on commercially reasonable terms or in a timely manner, it may delay the development of its product candidates and could have a material adverse effect on Psyence’s business operations and financial condition.
Further, the failure of CMOs to operate in compliance with GMP or other applicable quality related regulations could result in, among other things, certain product liability claims in the event such failure to comply results in defective products that caused injury or harm. In general, Psyence’s dependence upon third parties for the supply of Psyence’s drug product may adversely affect profit margins and Psyence’s ability to develop and deliver viable end products on a timely and competitive basis.
Psyence’s proprietary information, or that of its strategic business partners, may be lost or Psyence may suffer security breaches.
In the ordinary course of business, Psyence collects and stores sensitive data, including valuable and commercially sensitive intellectual property, clinical trial data, proprietary business information and that of Psyence’s strategic business partners, as well as the personally identifiable information of clinical trial subjects, employees and patients, in and on Psyence’s networks. Despite security measures, information technology and infrastructure may be vulnerable to attacks by hackers or breached due to employee error, malfeasance or other disruptions. Any such breach could compromise Psyence’s networks and the information stored there could be accessed, publicly disclosed, lost or stolen. Any such access, disclosure or other loss of information could result in legal claims or proceedings, liability under laws that protect the privacy of personal information, regulatory penalties, disruption of operations, damage to Psyence’s reputation, and cause a loss of confidence in Psyence’s ability to conduct clinical trials, which could adversely affect Psyence’s business, prospects, financial condition and results of operations.
 
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Costs associated with compliance with numerous laws and regulations could impact our financial results. In addition, we could become subject to increased enforcement and/or litigation risks associated with the psychedelic therapeutics industry.
The manufacture, labeling and distribution of products containing psilocybin or other psychedelic analogs is governed by various federal, state and local agencies. To the extent we are able to successfully commercialize any of our currently contemplated product candidates via the FDA’s NDA approval pathway, the presence of psychedelic analogs as active or inactive ingredients, as applicable, may give rise to heightened regulatory scrutiny and greater risk of consumer litigation, either of which could further restrict the permissible scope of our marketing claims about such products or our ability to sell them in the United States at all. The shifting compliance environment and the need to build and maintain robust systems to comply with different psychedelic-related regulations in jurisdictions may increase costs and/or the risk that we may violate one or more applicable regulatory requirements. If our operations, or any of our activities or prospective products, are found to be in violation of any such laws or any other governmental regulations that apply to the manufacture, distribution, or sale of prescription drug products, generally, and to products containing psychedelic analogs, we may be subject to penalties, including, without limitation, civil and criminal penalties, damages, fines, the curtailment or restructuring of our operations, any of which could adversely affect our ability to operate our business or our financial results.
Failure to comply with any applicable regulatory requirements, relating to psilocybin or otherwise, may result in, among other things, injunctions, product withdrawals, recalls, product seizures, fines and criminal prosecutions. Additionally, advertising and labeling laws are often enforced by governmental officials, and any action based on potentially misleading or deceptive advertising is often followed by costly class-action complaints under consumer-protection laws.
Psyence may acquire businesses or products, or form additional strategic alliances, in the future, and may not realize the benefits of such acquisitions.
Psyence may acquire additional businesses or products, form additional strategic alliances, or create joint ventures with third parties that it believes will complement or augment its existing business. Any of these relationships may require Psyence to incur non-recurring and other charges, increase Psyence’s near and long-term expenditures, issue securities that dilute Psyence’s existing shareholders or disrupt Psyence’s management and business. In addition, we face significant competition in seeking appropriate strategic partners and the negotiation process is time-consuming and complex. If Psyence acquires businesses with promising markets or technologies, it may not be able to realize the benefit of acquiring such businesses if it is unable to successfully integrate them with its existing operations and company culture. Psyence may encounter numerous difficulties in developing, manufacturing, and marketing any new products resulting from a strategic alliance or acquisition that delay or prevent it from realizing their expected benefits or enhancing its business. There is no assurance that, following any such acquisition, Psyence will achieve the synergies expected in order to justify the transaction, which could result in a material adverse effect on its business and prospects.
We will need substantial additional financing to develop our product candidates and implement our operating plans. If we fail to obtain additional financing, we may be unable to complete the development and commercialization of our product candidates.
We expect to spend a substantial amount of capital in the development and manufacturing of our product candidates, and we will need substantial additional financing to do so. In particular, we will require substantial additional financing to enable commercial production of our product candidates and initiate and complete registrational trials for multiple products in multiple regions. Further, if approved, we will require significant additional capital in order to launch and commercialize our product candidates.
As of March 31, 2023, we had $1,363,900 in cash and cash equivalents. Changing circumstances may cause us to consume capital significantly faster than we currently anticipate, and we may need to spend more money than currently expected because of circumstances beyond our control. We may also need to raise additional capital sooner than we currently anticipate if we choose to expand more rapidly than we presently plan. In any event, we will require additional capital for the further development and commercialization of our product candidates.
 
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We cannot be certain that additional funding will be available on acceptable terms, or at all. We have no committed source of additional capital. If we are unable to raise additional capital in sufficient amounts or on terms acceptable to us, we may have to significantly delay, scale back or discontinue the development or commercialization of our product candidates or other research and development initiatives. We could be required to seek collaborators for our product candidates at an earlier stage than otherwise would be desirable or on terms that are less favorable than might otherwise be available or relinquish or license on unfavorable terms our rights to our product candidates in markets where we otherwise would seek to pursue development or commercialization ourselves.
Any of the above events could significantly harm our business, prospects, financial condition and results of operations and cause the price of our common stock to decline.
In addition, future changes in regulations, changes in legal status of psilocybin-containing products, more vigorous enforcement thereof or other unanticipated events could require extensive changes to Psyence’s operations, increased compliance costs or give rise to material liabilities, which could have a material adverse effect on the business, results of operations and financial condition of Psyence.
We rely on third parties to conduct our clinical trials. If these third parties do not properly and successfully carry out their contractual duties or meet expected deadlines, we may not be able to obtain regulatory approval of, or commercialize, our product candidates.
Psyence relies on iNGENū Pty Ltd (“iNGENū”) to conduct clinical development activities with Psyence’s product candidates, which activities involve trial design, regulatory submissions, clinical patient recruitment, clinical trial monitoring, clinical data management and analysis, safety monitoring and project management.
Additionally, we expect to utilize and depend upon independent investigators and collaborators, such as medical institutions, CROs, CDMOs and strategic partners to conduct our preclinical studies under agreements with us and in connection with our clinical trials. We expect to have to negotiate budgets and contracts with CROs, trial sites and CDMOs, which may result in delays to our development timelines and increase costs. We will rely heavily on these third parties over the course of our clinical trials, and we control only certain aspects of their activities. As a result, we have less direct control over the conduct, timing and completion of these clinical trials and the management of data developed through clinical trials than would be the case if we were relying entirely upon our own staff. Nevertheless, we are responsible for ensuring that each of our studies is conducted in accordance with applicable protocol, legal and regulatory requirements and scientific standards and our reliance on third parties does not relieve us of our regulatory responsibilities. We and these third parties are required to comply with good clinical practices (“GCPs”), which are regulations and guidelines enforced by the FDA and comparable foreign regulatory authorities for product candidates in clinical development. Regulatory authorities enforce these GCPs through periodic inspections of trial sponsors, principal investigators and trial sites. If we or any of these third parties fail to comply with applicable GCP regulations, the clinical data generated in our clinical trials may be deemed unreliable and the FDA or comparable foreign regulatory authorities may require us to perform additional clinical trials before approving our marketing applications. We cannot assure you that, upon inspection, such regulatory authorities will determine that any of our clinical trials comply with the GCP regulations. Our failure or any failure by these third parties to comply with these regulations or to recruit a sufficient number of patients may require us to repeat clinical trials, which would delay the regulatory approval process. Moreover, our business may be implicated if any of these third parties violates federal or state fraud and abuse or false claims laws and regulations or healthcare privacy and security laws.
Any third parties conducting our clinical trials are not and will not be our employees and, except for remedies available to us under our agreements with such third parties, we cannot control whether or not they devote sufficient time and resources to our product candidates. These third parties may also have relationships with other commercial entities, including our competitors, for whom they may also be conducting clinical trials or other drug development activities, which could affect their performance on our behalf. If these third parties do not successfully carry out their contractual duties or obligations or meet expected deadlines, if they need to be replaced or if the quality or accuracy of the clinical data they obtain is compromised due to the failure to adhere to our clinical protocols or regulatory requirements or for other reasons, our clinical trials may be extended, delayed or terminated and we may not be able to complete
 
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development of, obtain regulatory approval of or successfully commercialize our product candidates. As a result, our financial results and the commercial prospects for our product candidates would be harmed, our costs could increase and our ability to generate revenue could be delayed.
Switching or adding third parties to conduct our clinical trials involves substantial cost and requires extensive management time and focus. In addition, changes in manufacturers often involve changes in manufacturing procedures and processes, which could require that we conduct bridging studies between our prior clinical supply used in our clinical trials and that of any new manufacturer. We may be unsuccessful in demonstrating the comparability of clinical supplies which could require the conduct of additional clinical trials. Additionally, there is a natural transition period when a new third party commences work. As a result, delays occur, which can materially impact our ability to meet our desired clinical development timelines.
We are dependent on licensed intellectual property. If we were to lose our rights to licensed intellectual property, we may not be able to continue developing or commercializing our product candidates, if approved. If we breach any of the agreements under which we license the use, development and commercialization rights to our product candidates or technology from third parties or, in certain cases, we fail to meet certain development deadlines, we could lose license rights that are important to our business.
We do not currently own any patents, and we are heavily reliant upon a number of license agreements under which we are granted rights to intellectual property that are important to our business and we may need or choose to enter into additional license agreements in the future.
Specifically, our business and active Phase IIb clinical trial are highly dependent on Research IP Agreement with Filament, which expires in April 2027. Until we develop our own product candidates, the termination, non-renewal or hinderance of use of the license granted under the Research IP Agreement would have a material adverse effect on our ability to develop its product candidates as it currently does.
Our existing license agreements impose, and we expect that future license agreements will impose on us, various development, regulatory and/or commercial diligence obligations, payment of milestones and/or royalties and other obligations. If we fail to comply with our obligations under these agreements, the licensor may have the right to terminate the license, in which event we would not be able to market products covered by the license. Our business could suffer, for example, if any current or future licenses terminate, if the licensors fail to abide by the terms of the license, if the licensed patents or other rights are found to be invalid or unenforceable, or if we are unable to enter into necessary licenses on acceptable terms.
Licensing of intellectual property is of critical importance to our business and involves complex legal, business and scientific issues. Disputes may arise between us and our licensors regarding intellectual property subject to a license agreement, including:

the scope of rights granted under the license agreement and other interpretation-related issues;

whether and the extent to which our technology and processes infringe on intellectual property of the licensor that is not subject to the licensing agreement;

our right to sublicense patent and other rights to third parties;

our diligence obligations with respect to the use of the licensed technology in relation to our development and commercialization of our product candidates, and what activities satisfy those diligence obligations;

our obligation to pursue, or license others to pursue, development of indications we are not currently pursuing;

the ownership of inventions and know-how resulting from the joint creation or use of intellectual property by our licensors and us and our partners;

our right to transfer or assign the license; and

the effects of termination.
If disputes over intellectual property that we have licensed prevent or impair our ability to maintain our current licensing arrangements on acceptable terms, we may be unable to successfully develop and commercialize the affected product candidates.
 
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We may enter into additional licenses to third-party intellectual property that are necessary or useful to our business. Our current licenses and any future licenses that we may enter into may impose various royalty payment, milestone, and other obligations on us. Under some license agreements, we may not control prosecution of the licensed intellectual property, or may not have the first right to enforce the intellectual property. In those cases, we may not be able to adequately influence patent prosecution or enforcement, or prevent inadvertent lapses of coverage due to failure to pay maintenance fees. If we fail to comply with any of our obligations under a current or future license agreement, the licensor may allege that we have breached our license agreement, and may accordingly seek to terminate our license. Termination of any of our current or future licenses could result in our loss of the right to use the licensed intellectual property, which could materially adversely affect our ability to develop and commercialize a product candidate or product, if approved, as well as harm our competitive business position and our business prospects. Under some license agreements, termination may also result in the transfer of or granting in rights under certain of our intellectual property and information related to the product candidate being developed under the license, such as regulatory information.
The agreements under which we license intellectual property or technology to or from third parties are complex, and certain provisions in such agreements may be susceptible to multiple interpretations. The resolution of any contract interpretation disagreement that may arise could narrow what we believe to be the scope of our rights to the relevant intellectual property or technology or increase what we believe to be our financial or other obligations under the relevant agreement, either of which could have a material adverse effect on our business, financial condition, results of operations and prospects. Moreover, if disputes over intellectual property that we have licensed prevent or impair our ability to maintain our current licensing arrangements on commercially acceptable terms, we may be unable to successfully develop and commercialize the affected product candidates.
In addition, if our licensors fail to abide by the terms of the license, if the licensors fail to prevent infringement by third parties, if the licensed patents or other rights are found to be invalid or unenforceable, or if we are unable to enter into necessary licenses on acceptable terms, our business could suffer. Moreover, our licensors may own or control intellectual property that has not been licensed to us and, as a result, we may be subject to claims, regardless of their merit, that we are infringing, misappropriating or otherwise violating the licensor’s rights.
Similarly, if we are unable to successfully obtain rights to required third-party intellectual property rights or maintain the existing intellectual property rights we have, we may have to seek alternative options, such as developing new product candidates with design-around technologies, which may require more time and investment, or abandon development of the relevant research programs or product candidates and our business, financial condition, results of operations and prospects could suffer.
We (or iNGENū in conducting our clinical trials) will depend on enrollment of patients in our clinical trials for our product candidates. If we encounter difficulties enrolling patients in our clinical trials, our clinical development activities could be delayed or otherwise adversely affected.
Identifying and qualifying patients to participate in clinical trials of our product candidates will be critical to our success. We may experience difficulties in patient enrollment in our clinical trials for a variety of reasons. The timely completion of clinical trials in accordance with their protocols depends, among other things, on our ability to enroll a sufficient number of patients who remain in the study until its conclusion. The enrollment of patients depends on many factors, including:

the patient eligibility criteria defined in the protocol;

the number of patients with the disease or condition being studied;

the perceived risks and benefits of the product candidate in the trial;

clinicians’ and patients’ perceptions as to the potential advantages of the product candidate being studied in relation to other available therapies, including any new drugs that may be approved for the indications we are investigating or drugs that may be used off-label for these indications;

the size and nature of the patient population required for analysis of the trial’s primary and secondary endpoints;
 
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the proximity of patients to study sites;

the design of the clinical trial;

our ability to recruit clinical trial investigators with the appropriate competencies and experience;

competing clinical trials for similar therapies or other new therapeutics not involving psychedelic therapies;

our ability to obtain and maintain patient consents;

disruptions to health care systems caused by the coronavirus pandemic or outbreaks of other infections;

the risk that patients enrolled in clinical trials will drop out of the clinical trials before completion of their treatment; and

other public health factors, including the coronavirus pandemic or outbreaks of other infections.
Moreover, because our product candidates represent a departure from more commonly used methods for AjD treatment, potential study participants and their doctors may be inclined to use conventional therapies, such as pure psychotherapy, rather than participate in our clinical trials.
Delays in patient enrollment may result in increased costs or may affect the timing or outcome of the planned clinical trials, which could prevent completion of these clinical trials and adversely affect our ability to advance the development of our product candidates. In addition, many of the factors that may lead to a delay in the commencement or completion of clinical trials may also ultimately lead to the denial of regulatory approval of our product candidates.
Psyence’s insurance coverage may be inadequate or expensive.
Psyence’s business is subject to a number of risks and hazards generally, including adverse clinical trial results, accidents, labor disputes and changes in the regulatory environment. Such occurrences could result in damage to assets, personal injury or death, environmental damage, delays in operations, monetary losses and possible legal liability.
Psyence’s insurance may not cover all the potential risks associated with its operations. Psyence may also be unable to maintain insurance to cover these risks at economically feasible premiums. Insurance coverage may not be available (or generally available on acceptable terms) or may not be adequate to cover any resulting liability. The successful assertion of one or more large claims against us that exceed available insurance coverage, or the occurrence of changes in our insurance policies, including premium increases or the imposition of large retention, or deductible, or co-insurance requirements, could have an adverse effect on our business, financial condition and results of operations.
Certain significant personnel may allocate their time to other businesses, which may cause conflicts of interest in their determination as to how much time to devote to our affairs and potentially competitive fiduciary and pecuniary interests that conflict with our interests.
Certain of Psyence’s directors and officers do not devote their full time to the affairs of Psyence and certain of Psyence’s directors and officers are also directors, officers and shareholders of other biotechnology and research and development companies or other public companies in general, and as a result they may find themselves in a position where their duty to another company conflicts with their duty to Psyence. Although Psyence has policies which address such potential conflicts and the Business Corporations Act (Ontario) has provisions governing directors in the event of such a conflict, there is no assurance that any such conflicts will be resolved in favor of Psyence. If any such conflicts are not resolved in favor of Psyence, Psyence may be adversely affected.
Risks Related to Regulatory Matters
If we fail to comply with healthcare regulations, we could face substantial enforcement actions, including civil and criminal penalties and our business, operations and financial condition could be adversely affected.
The research and development, studying, manufacturing, packaging, labeling, advertising and distribution of Psyence’s planned product candidates are subject to regulation by one or more governmental
 
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authorities, and various agencies of the federal, provincial, state and localities in which Psyence intends to commercialize its products. These governmental authorities may attempt to regulate any of its products that fall within their jurisdiction. Such governmental authorities may not accept the evidence of safety for any ingredients that Psyence may want to market, may determine that a particular product or product ingredient presents an unacceptable health risk and may determine that a particular statement of nutritional support that Psyence wants to use is an unacceptable claim. Such a determination would prevent Psyence from marketing particular products or using certain statements of nutritional support on its products. Psyence also may be unable to disseminate third-party literature that supports its products if the third-party literature fails to satisfy certain requirements. In addition, governmental authorities could require Psyence to remove a particular product from the market. Any recall or removal would result in additional costs to Psyence, including lost revenues from any products that it is required to remove from the market, any of which could be material. Any such product recalls or removals could lead to liability, substantial costs and reduced growth prospects, all of which could be material.
Our prospective products will be subject to the various federal and state laws and regulations relating to health and safety and failure to comply with, or changes in, these laws or regulations could have an adverse impact on our business.
We are in the process of developing an investigational new drug for which we intend to pursue FDA approval via the New Drug Application (“NDA”) process.
In connection with our development and future commercialization (if applicable) of the above-described prospective products, we and each contemplated product candidate are subject to the Federal Food Drug and Cosmetic Act (FDCA). The FDCA is intended to assure the consumer, in part, that drugs and devices are safe and effective for their intended uses and that all labeling and packaging is truthful, informative, and not deceptive. The FDCA and FDA regulations define the term “drug,” in part, by reference to its intended use, as “articles intended for use in the diagnosis, cure, mitigation, treatment, or prevention of disease” and “articles (other than food) intended to affect the structure or any function of the body of man or other animals.” Therefore, almost any ingested or topical or injectable product that, through its label or labeling (including internet websites, promotional pamphlets, and other marketing material), that is claimed to be beneficial for such uses will be regulated by FDA as a drug. The definition also includes components of drugs, such as active pharmaceutical ingredients. Drugs must generally either receive premarket approval by FDA through the NDA process or conform to a “monograph” for a particular drug category, as established by FDA’s Over-the-Counter (OTC) Drug Review. If the FDA does not award premarket approval for our product candidates through the NDA process, this could have a material adverse effect on our business, financial condition and results of operations.
The FDA will accept data from studies performed in other countries, as long as the study complies with GCP and ICH guidelines. FDA will review the Phase IIb protocol prior to the start of the study to provide advice on what and how aspects of the trial will be captured. Advice from a pre-IND meeting with the FDA has been requested, with an expected response by late June 2023, which will inform not only the Phase IIb study but also any phase 3 program we plan to do.
Clinical trials are expensive, time-consuming, uncertain and susceptible to change, delay or termination. The results of clinical trials are open to differing interpretations.
Clinical testing is expensive, time consuming, and uncertain as to outcome and may be more costly than anticipated due various factors including, but not limited to, regulatory environment, legal compliance, supply and demand of services and inflationary costs. We cannot guarantee that any clinical trials will be conducted as planned or completed on schedule, or at all. Failures in connection with one or more clinical trials can occur at any stage of testing.
Regulatory agencies may analyze or interpret the results of clinical trials differently than Psyence. Even if the results of the clinical trials are favorable, the clinical trials for the product candidates are expected to continue for several years and may take significantly longer to complete. Events that may prevent successful or timely completion of clinical development include:

delays in reaching a consensus with regulatory authorities on trial design and other trial related matters;
 
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delays in reaching agreement on acceptable terms with prospective third party service providers assisting the CROs in the conduct of the trial;

actual or perceived lack of effectiveness of the product candidate during clinical trials;

discovery of serious or unexpected toxicities or side effects experienced by trial participants or other safety issues, such as drug interactions;

slower than expected rates of subject recruitment and enrollment rates in clinical trials;

difficulty in retaining subjects for the entire duration of applicable clinical studies (as study subjects may withdraw at any time due to adverse side effects from the therapy, insufficient efficacy, fatigue with the clinical trial process, death or for any other reason;

delays or inability in manufacturing or obtaining sufficient quantities of materials for use in clinical trials due to regulatory and manufacturing constraints;

inadequacy of or changes in manufacturing process or product candidate formulation;

delays in obtaining and maintaining regulatory authorizations, including “clinical holds” or delays requiring suspension or termination of a trial by a regulatory agency, such as the TGA, before or after a trial is commenced;

changes in applicable regulatory policies and regulation, including changes to requirements imposed on the extent, nature or timing of studies;

uncertainty regarding proper dosing;

delay or failure to supply product for use in clinical trials which conforms to regulatory specification;

unfavorable results from ongoing pre-clinical studies and clinical trials;

failure of the CRO, or other third-party contractors to comply with all contractual requirements or to perform their services in a timely or acceptable manner;

failure by Psyence, its employees, the CRO or its employees to comply with all applicable regulatory requirements relating to the conduct of clinical trials;

scheduling conflicts with participating clinicians and clinical institutions;

failure to design appropriate clinical trial protocols;

regulatory concerns with administering a psychoactive product, generally, and the potential for abuse;

insufficient data to support regulatory approval;

inability or unwillingness of medical investigators to follow our clinical protocols; or difficulty in maintaining contact with patients during or after treatment, which may result in incomplete data.
Any of the foregoing could have a material adverse effect on our business, financial condition and results of operations.
Psyence may be subject to federal, state and foreign healthcare laws and regulations and implementation of or changes to such healthcare laws and regulations could adversely affect Psyence’s business and results of operations.
If Psyence successfully completes the requisite preclinical and clinical testing, makes the required regulatory submissions and obtains any corresponding authorizations or licenses (as applicable), fulfills all other applicable development-related regulatory obligations, and, eventually, obtains FDA approval to market one or more of its current or future product candidates in the United States, Psyence will be subject to certain healthcare laws and regulations. In Australia, the U.S. and certain foreign jurisdictions, there have been a number of legislative and regulatory proposals to change the healthcare system in ways that could impact Psyence’s ability to commercialize Psyence’s product candidates. If Psyence were found to be in violation of any of these laws or any other federal, state or foreign regulations, Psyence may be subject to
 
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administrative, civil and/or criminal penalties, damages, fines, individual imprisonment, exclusion from federal health care programs and the restructuring of its operations. Any of these could have a material adverse effect on its business and financial results. Since many of these laws have not been fully interpreted by the courts, there is an increased risk that Psyence may be found in violation of one or more of their provisions. Any action against Psyence for violation of these laws, even if Psyence is ultimately successful in its defense, will cause Psyence to incur significant legal expenses and divert management’s attention away from the operation of the business. In addition, in many foreign countries, particularly the countries of the European Union, the pricing of prescription drugs is subject to government control.
Serious adverse events or other safety risks could require Psyence to abandon development and preclude, delay or limit approval of its current or future product candidates, limit the scope of any approved label or market acceptance, or cause the recall or loss of marketing approval of products that are already marketed.
If any of Psyence’s current or future product candidates, prior to or after any approval for commercial sale, cause serious or unexpected side effects, or are associated with other safety risks such as misuse, abuse or diversion, a number of potentially significant negative consequences could result, including:

regulatory authorities may interrupt, delay or halt clinical trials;

regulatory authorities may deny regulatory approval of future product candidates;

regulatory authorities may require certain labeling statements, such as warnings or contraindications or limitations on the indications for use, and/or impose restrictions on distribution;

regulatory authorities may withdraw their approval, require more onerous labeling statements, or require Psyence to recall any product that is approved;

Psyence may be required to change the way the product is administered or conduct additional clinical trials;

Psyence’s relationships with its collaboration partners may suffer;

Psyence could be sued and held liable for harm caused to patients; or

Psyence’s reputation could suffer.
Any of these events could prevent us from achieving or maintaining market acceptance of our product candidates, if approved, and could significantly harm our business, financial condition, results of operations and prospects.
Psyence may voluntarily suspend or terminate a clinical trial if at any time its believes that any of its product candidates presents an unacceptable risk to participants, if preliminary data demonstrates that the product candidate is unlikely to receive regulatory approval or unlikely to be successfully commercialized, or if sufficient funds to proceed to the next phases of clinical trials are not raised.
After obtaining the requisite regulatory authorizations to commence or advance clinical trials, Psyence may voluntarily suspend or terminate any of its clinical trials for any number of reasons, including if it believes that a product candidate’s use, or a person’s exposure to such product candidate, may cause adverse health consequences or death. In addition, regulatory agencies may at any time recommend the temporary or permanent discontinuation of a clinical trial or request that Psyence cease using investigators in the clinical trials if the agency believes that a clinical trial is not being conducted in accordance with applicable regulatory requirements, or that it presents an unacceptable safety risk to participants. If Psyence elects or is forced to suspend or terminate a clinical trial of any of its product candidates, the commercial prospects for that product will be harmed and its ability to generate product revenue from such product candidate may be delayed or eliminated. Furthermore, any of these events may result in labeling statements such as warnings or contraindications. In addition, such events or labeling could prevent Psyence or its partners from achieving or maintaining market acceptance of the affected product candidate and could substantially increase the costs of commercializing its future product candidates and impair its ability to generate revenue from the commercialization of these product candidates either by Psyence or by its collaboration partners.
The clinical trial is divided into stages and progression of each stage is dependent on governmental approval to proceed to the next stage being furnished by Psyence. Accordingly, if Psyence believes that it
 
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does not have sufficient funds to progress with the next phases of the clinical trials, or for any other reason, Psyence is entitled to exercise this discretion in accordance with applicable laws and regulatory compliance and approvals, taking patient risk and safety into account.
The success of Psyence’s product candidates and future approved products, if any, is subject to a number of constantly-evolving state and federal laws, regulations, and enforcement policies pertaining to psilocybin containing products.
Local, state, federal, and international psilocybin laws and regulations remain highly restrictive and subject to evolving interpretations, which could require Psyence to incur substantial costs associated with compliance requirements. Psyence seeks independent local legal opinions confirming the lawfulness of Psyence’s existing and proposed activities as well as its compliance with legal, regulatory and governmental developments as they pertain to and affect Psyence’s operations. In addition, violations of these laws, or allegations of such violations, could disrupt Psyence’s business and result in a material adverse effect on Psyence’s operations. In addition, it is possible that regulations may be enacted in the future that will be directly applicable to Psyence’s proposed business regarding the administration of psilocybin or psilocybin-assisted psychotherapy. Psyence cannot predict the nature of any future laws, regulations, interpretations, or applications, nor can it determine what effect additional governmental regulations or administrative policies and procedures, when and if promulgated, could have on its activities in the psychedelics industry.
There can be no assurance that Psyence’s product candidates containing psilocybin (as the active pharmaceutical ingredient) will be approved for commercialization in Australia, the U.S. or any other target jurisdiction at any time in the near or distant future. Any regulations the FDA issues relating to the sale, marketing, and/or other activities involving administration of psilocybin or psilocybin-assisted psychotherapy could have a material adverse effect on Psyence’s business, financial condition and results of operations.
We may seek fast track and breakthrough therapy designations or priority review for one or more of our product candidates, but we might not receive such designation or priority review, and even if we do, such designation or priority review may not lead to a faster development or regulatory review or approval process, and does not assure FDA approval of our product candidates. Even if a product qualifies for such designation or priority review, the FDA may later decide that the product no longer meets the conditions for qualification or decide that the time period for FDA review or approval will not be shortened.
We may seek fast track, breakthrough therapy, and/or regenerative medicine advanced therapy designations or priority review for one or more of our product candidates.
The FDA may issue a fast track designation to a product candidate if it is intended, whether alone or in combination with one or more other products, for the treatment of a serious or life-threatening disease or condition, and it demonstrates the potential to address unmet medical needs for such a disease or condition. Fast track designation applies to the combination of the product and the specific indication for which it is being studied. The sponsor of a new biologic may request that the FDA designate the biologic as a fast track product at any time during the clinical development of the product. For fast track products, sponsors may have greater interactions with the FDA during product development. A fast track product may also be eligible for rolling review, where the FDA may consider for review sections of the BLA on a rolling basis before the complete application is submitted, if the sponsor provides a schedule for the submission of the sections of the BLA, the FDA agrees to accept sections of the BLA and determines that the schedule is acceptable, and the sponsor pays any required user fees upon submission of the first section of the BLA. However, the FDA’s goal for reviewing a BLA fast track application under the Prescription Drug User Fee Act (“PDUFA”) does not begin until the last section of the application is submitted. Fast track designation may be withdrawn by the FDA if the FDA believes that the designation is no longer supported by data emerging in the clinical trial process.
A breakthrough therapy is defined as a product candidate that is intended, alone or in combination with one or more other drugs, to treat a serious or life-threatening disease or condition, and preliminary clinical evidence indicates that the product candidate may demonstrate substantial improvement over existing therapies on one or more clinically significant endpoints, such as substantial treatment effects observed early in clinical development. For product candidates that have been designated as breakthrough therapies, interaction and communication between the FDA and the sponsor of the trial can help to identify the most
 
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efficient path for clinical development while minimizing the number of patients placed in ineffective control regimens. Product candidates designated as breakthrough therapies by the FDA are also eligible for priority review if supported by clinical data at the time of the submission of the BLA.
Fast track designation, priority review, and breakthrough therapy designation are within the discretion of the FDA. Accordingly, even if we believe that one of our product candidates meets the criteria for any such designation, the FDA may disagree and instead determine not to make such designation. In any event, the receipt of such designation may expedite the development or approval process, but do not change the standards for approval. Even if a product qualifies for one or more of these programs, the FDA may later decide that the product no longer meets the conditions for qualification or decide that the time period for FDA review or approval will not be shortened.
We may seek approval of our product candidates, where applicable, under the FDA’s accelerated approval pathway. This pathway may not lead to a faster development, regulatory review or approval process and does not increase the likelihood that our product candidates will receive marketing approval.
A product may be eligible for accelerated approval if it is designed to treat a serious or life-threatening disease or condition and generally provides a meaningful advantage over available therapies upon a determination that the product candidate has an effect on a surrogate endpoint or intermediate clinical endpoint that is reasonably likely to predict clinical benefit or on a clinical endpoint that can be measured earlier than irreversible morbidity or mortality, (“IMM”) that is reasonably likely to predict an effect on IMM or other clinical benefit. The FDA considers a clinical benefit to be a positive therapeutic effect that is clinically meaningful in the context of a given disease, such as IMM. For the purposes of accelerated approval, a surrogate endpoint is a marker, such as a laboratory measurement, radiographic image, physical sign or other measure that is thought to predict clinical benefit, but is not itself a measure of clinical benefit. An intermediate clinical endpoint is a clinical endpoint that can be measured earlier than an effect on irreversible morbidity or mortality that is reasonably likely to predict an effect on irreversible morbidity or mortality or other clinical benefit. The accelerated approval pathway may be used in cases in which the advantage of a new drug over available therapy may not be a direct therapeutic advantage, but is a clinically important improvement from a patient and public health perspective. If granted, accelerated approval is usually contingent on the sponsor’s agreement to conduct, in a diligent manner, additional post-approval confirmatory studies to verity and describe the drug’s clinical benefit. Under the Food and Drug Omnibus Reform Act of 2022 (“FDORA”), the FDA is permitted to require, as appropriate, that a post-approval confirmatory study or studies be underway prior to approval or within a specified time period after the date of accelerated approval was granted. FDORA also requires sponsors to send updates to the FDA every 180 days on the status of such studies, including progress toward enrollment targets, and the FDA must promptly post this information publicly. FDORA also gives the FDA increased authority to withdraw approval of a drug or biologic granted accelerated approval on an expedited basis if the sponsor fails to conduct such studies in a timely manner, send the necessary updates to the FDA, or if such post-approval studies fail to verify the drug’s predicted clinical benefit. Under FDORA, the FDA is empowered to take action, such as issuing fines, against companies that fail to conduct with due diligence any post-approval confirmatory study or submit timely reports to the agency on their progress. In addition, the FDA currently requires, unless otherwise informed by the agency, pre-approval of promotional materials for products receiving accelerated approval, which could adversely impact the timing of the commercial launch of the product. Thus, even if we seek to utilize the accelerated approval pathway, we may not be able to obtain accelerated approval and, even if we do, we may not experience a faster development, regulatory review or approval process for that product. There can be no assurance that the FDA would allow any of the product candidates we may develop to proceed on an accelerated approval pathway, and even if the FDA did allow such pathway, there can be no assurance that such submission or application will be accepted or that any expedited development, review or approval will be granted on a timely basis, or at all. Moreover, even if we received accelerated approval, any post-approval studies required to confirm and verify clinical benefit may not show such benefit, which could lead to withdrawal of any approvals we have obtained. Receiving accelerated approval does not assure that the product’s accelerated approval will eventually be converted to a traditional approval.
 
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Risks Relating to the Psychedelic Therapy Market and Biotechnology Industry
The psychedelic therapy industry and market are relatively new, and this industry and market may not continue to exist or grow as anticipated.
Psyence operates its business in a relatively new industry and market. In addition to being subject to general business risks, Psyence must continue to build brand awareness in this industry and market through significant investments in its strategy, operational capacity, quality assurance and compliance with regulations. In addition, there is no assurance that the industry and market will continue to exist and grow as currently estimated or anticipated or function and evolve in a manner consistent with management’s expectations and assumptions. Any event or circumstance that adversely affects the psychedelic therapy industry and market could have a material adverse effect on Psyence’s business, financial conditions and results of operations.
Psilocybin is considered scientifically to be the safest of the psychedelics and/or drugs of abuse potential. In fact, psilocybin has been described as being anti-addictive and has been studied for the use in substance addictive disorders, such as alcohol use disorder, smoking cessation and opioid addiction. Notwithstanding the foregoing, the psychedelic therapy market will face specific marketing challenges given the products’ status as a controlled substance, which has resulted in past and current public perception that the products have negative health and lifestyle effects and have the potential to cause physical and social harm due to psychoactive and potentially addictive effects. Any marketing efforts by Psyence would need to overcome this perception to build consumer confidence, brand recognition and goodwill.
Negative public opinion and perception of the psychedelic industry could adversely impact Psyence’s ability to operate and Psyence’s growth strategy.
Consumer perception of Psyence’s products may be significantly influenced by scientific research or findings, regulatory investigations, litigation, media attention and other publicity regarding the consumption of naturally derived, medicinal-grade psilocybin mushroom products. There can be no assurance that future scientific research, findings, regulatory proceedings, litigation, media attention or other research findings or publicity will be favorable to the naturally derived medicinal-grade psilocybin mushroom market or any particular product, or consistent with earlier publicity. Future research reports, findings, regulatory proceedings, litigation, media attention or other publicity that are perceived as less favorable than, or that question, earlier research reports, findings or publicity could have a material adverse effect on the demand for Psyence’s envisaged products and Psyence’s business, results of operations, financial condition and cash flows. Psyence’s dependence upon consumer perception means that adverse scientific research reports, findings, regulatory proceedings, litigation, media attention or other publicity, whether or not accurate or with merit, could have a material adverse effect on Psyence, the demand for Psyence’s products, and Psyence’s business, results of operations, financial condition and cash flows. Further, adverse publicity reports or other media attention regarding the safety, efficacy and quality of naturally derived medicinal-grade psilocybin mushroom in general, or Psyence’s products specifically, or associating the consumption of naturally derived medicinal-grade psilocybin mushroom’s negative effects or events, could have such a material adverse effect. Such adverse publicity reports or other media attention could arise even if the adverse effects associated with such products resulted from consumers’ failure to consume such products appropriately or as directed.
The expansion of the use of psychedelics in the medical industry may require new clinical research into effective medical therapies.
Research in the UK, Canada, Australia and internationally regarding the medical benefits, viability, safety, efficacy, addictiveness, dosing and social acceptance of psychedelic and psychoactive products remains in early stages. There have been relatively few clinical trials on the benefits of such products. Although Psyence believes that the articles, reports and studies support its beliefs regarding the medical benefits, viability, safety, efficacy, dosing and social acceptance of psychedelic and psychoactive products, future research and clinical trials may prove such statements to be incorrect, or could raise concerns regarding, and perceptions relating to, psychedelic and psychoactive products. Future research studies and clinical trials may draw opposing conclusions to those stated in this proxy statement/prospectus or reach negative
 
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conclusions regarding the medical benefits, viability, safety, efficacy, dosing, social acceptance or other facts and perceptions related to psychedelic and psychoactive products, which could have a material adverse effect on the demand for Psyence’s product candidate and psychedelic therapies and a material adverse effect on Psyence’s business, financial condition and results of operations.
The psychedelic therapy industry is difficult to quantify and investors will be reliant on their own estimates of the accuracy of market data.
Because the psychedelic therapy industry is in a nascent stage with uncertain boundaries, there is a lack of information about comparable companies available for potential investors to analyze in deciding whether to invest in Psyence and, few, if any, established companies whose business model Psyence can follow or upon whose success Psyence can build. Accordingly, investors will have to rely on their own estimates in deciding whether to invest in Psyence. There can be no assurance that Psyence’s estimates are accurate or that the market size is sufficiently large for its business to grow as projected, which may negatively impact its financial results.
Risks Related to Intellectual Property
Psyence may not be able to adequately protect or enforce its intellectual property rights, which could harm its competitive position.
Psyence relies upon a combination of patent, copyright, trademark and trade secret laws, as well as nondisclosure agreements, know-how of the scientific team, and other methods, to protect its proprietary technologies and processes. The strengths of patents in the pharmaceutical field involve complex legal and scientific questions and can be uncertain. Where appropriate, Psyence will seek patent protection for certain aspects of its products and technology. Filing, prosecuting and defending patents in a wide range of countries can be prohibitively expensive. If Psyence fails to adequately protect its intellectual property, it may face competition from companies who attempt to create a generic product to compete with its future product candidates. Psyence may also face competition from companies who develop a substantially similar product to its future product candidates that are not covered by any patents.
While Psyence will apply for a number of patents, there can be no assurances that any patents will be issued. Specifically, naturally occurring substances arising from botanical sources, e.g Psilocybin, cannot be patented. As such, we will be required to rely on other processes such as extraction, purification, or formulation in order to establish patents and such processes are not guaranteed to receive issued patents. Even if patents are issued, the claims allowed may not be sufficiently broad to protect all of Psyence’s intellectual property. In addition, any future patents issued to Psyence may be challenged, invalidated or circumvented. As such, any rights granted under these patents may not provide Psyence with meaningful protection. If Psyence’s patents do not adequately protect its intellectual property, competitors may be able to offer products similar to Psyence’s products.
Psyence will be further dependent, to an extent, on Filament’s wholly-owned subsidiary, Psilo Scientific LTD. (“Psilo”), to maintain and defend the intellectual property currently being licensed to Psyence under the Filament Licensing Agreements, and which is relevant for use in Psyence’s proposed Australian palliative care clinical trial. Any failure on the part of Psilo or Filament, as applicable, to adequately maintain or defend its intellectual property will have a direct effect on the viability of Psyence’s Australian palliative care clinical trial initiatives.
Psyence’s strategy is to patent technologies with commercial potential in jurisdictions with significant commercial opportunities. However, patent protection may not be available for some of the products or technologies Psyence is developing, such as in the areas of methods of treatment (which are not patentable in most jurisdictions).
The patent positions of pharmaceutical products are complex and uncertain. The scope and extent of patent protection for future product candidates are particularly uncertain. Protection of Psyence’s future product candidates will be sought in respect of, among other things, composition-of-matter for specific formulations, methods of use, and delivery mechanisms, bearing in mind that patent protection is not available for naturally derived psilocybin alone. If any of Psyence’s products are approved and marketed for an
 
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indication for which it does not have an issued or licensed patent, Psyence’s ability to use a patent to prevent a competitor from commercializing a non-branded version of its commercial products for that non-patented indication could be significantly impaired or even eliminated.
Many companies have encountered significant problems in protecting, defending and enforcing intellectual property rights in foreign jurisdictions. The legal systems of certain countries, particularly certain developing countries, do not favor the enforcement of patents and other intellectual property rights, particularly those relating to pharmaceuticals, which could make it difficult for Psyence to stop the infringement of patents or marketing of competing products in violation of its proprietary rights generally. Proceedings to enforce patent rights in foreign jurisdictions may not be successful, could result in substantial cost and divert Psyence’s efforts and attention from other aspects of its business.
If third parties claim that intellectual property owned or used by Psyence infringes upon their intellectual property, Psyence’s operating profits could be adversely affected.
There is a substantial amount of litigation, both within and outside the U.S., involving patent and other intellectual property rights in the pharmaceutical industry. Psyence may, from time to time, be notified of claims that Psyence is infringing upon patents, trademarks, copyrights or other intellectual property rights owned by third parties, and Psyence cannot provide assurances that other companies will not, in the future, pursue such infringement claims against it, its commercial partners or any third-party proprietary technologies it has licensed. If Psyence were found to infringe upon a patent or other intellectual property right, or if Psyence failed to obtain or renew a license under a patent or other intellectual property right from a third party, or if a third party that Psyence were licensing technologies from was found to infringe upon a patent or other intellectual property rights of another third party, Psyence may be required to pay damages, suspend the manufacture of certain products or reengineer or rebrand its products, if feasible, or it may be unable to enter certain new product markets. Any such claims could also be expensive and time-consuming to defend and divert management’s attention and resources. Psyence’s competitive position could suffer as a result. In addition, if Psyence has declined or failed to enter into a valid non-disclosure or assignment agreement for any reason, Psyence may not own the intellectual property, and its products may not be adequately protected. Thus, Psyence cannot guarantee that any of its future product candidates, or its commercialization thereof, does not and will not infringe any third party’s intellectual property.
We may infringe the intellectual property rights of others, which may prevent or delay our product development efforts and stop us from commercializing or increase the costs of commercializing our product candidates.
Our success will depend in part on our ability to operate without infringing the proprietary rights of third parties. We are not aware of any third-party proprietary rights that our planned products will infringe or misappropriate, but we have not conducted any freedom to operate study as we are in the earliest stages of development. We thus cannot guarantee that our product candidates, or manufacture or use of our product candidates, will not infringe third-party patents. Furthermore, a third party may claim that we are using inventions covered by the third party’s patent rights and may go to court to stop us from engaging in our normal operations and activities, including making or selling our product candidates. These lawsuits are costly and could affect our results of operations and divert the attention of managerial and scientific personnel. Some of these third parties may be better capitalized and have more resources than us. There is a risk that a court would decide that we are infringing the third party’s patents and would order us to stop the activities covered by the patents. In that event, we may not have a viable way around the patent and may need to halt commercialization of our product candidates. In addition, there is a risk that a court will order us to pay the other party damages for having violated the other party’s patents. In addition, we may be obligated to indemnify our licensors and collaborators against certain intellectual property infringement claims brought by third parties, which could require us to expend additional resources. The pharmaceutical and biotechnology industries have produced a proliferation of patents, and it is not always clear to industry participants, including us, which patents cover various types of products or methods of use. The coverage of patents is subject to interpretation by the courts, and the interpretation is not always uniform.
If we are sued for patent infringement, we would need to demonstrate that our product candidates or methods either do not infringe the patent claims of the relevant patent or that the patent claims are invalid, and we may not be able to do this. Proving invalidity is difficult. For example, in the US, proving invalidity
 
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requires a showing of clear and convincing evidence to overcome the presumption of validity enjoyed by issued patents. Even if we are successful in these proceedings, we may incur substantial costs and diversion of management’s time and attention in pursuing these proceedings, which could have a material adverse effect on us. If we are unable to avoid infringing the patent rights of others, we may be required to seek a license, which may not be available, defend an infringement action or challenge the validity of the patents in court. Patent litigation is costly and time consuming. We may not have sufficient resources to bring these actions to a successful conclusion. In addition, if we do not obtain a license, develop or obtain non-infringing technology, fail to defend an infringement action successfully or have infringed patents declared invalid, we may incur substantial monetary damages, encounter significant delays in bringing our product candidates to market and be precluded from manufacturing or selling our product candidates.
Some of our competitors may be able to sustain the costs of complex patent litigation more effectively than us or the third parties from whom we license intellectual property because they have substantially greater resources. In addition, any uncertainties resulting from the initiation and continuation of any litigation could have a material adverse effect on our ability to raise the funds necessary to continue our operations.
If Psyence is not able to adequately prevent disclosure of trade secrets and other proprietary information, the value of its products could be significantly diminished.
Psyence relies, to an extent, on trade secrets to protect its proprietary licensed intellectual property, especially where it does not believe patent protection is appropriate or obtainable. However, trade secrets are difficult to protect. Psyence relies in part on confidentiality agreements and restraints of trade with its current and former employees, consultants, outside scientific collaborators, sponsored researchers, contract manufacturers, vendors and other advisors, as well as similar confidentiality protections benefiting its strategic partners and licensors to protect Psyence’s owned and licensed trade secrets and other proprietary information. These agreements may not effectively prevent disclosure of confidential information and may not provide an adequate remedy in the event of unauthorized disclosure of confidential information. In addition, Psyence cannot guarantee that it, nor its strategic and business partners, have executed these agreements with each party that may have or have had access to owned and licensed trade secrets. Any party with whom Psyence or strategic and business partners have executed such an agreement may breach that agreement and disclose proprietary information, including owned and licensed trade secrets, and adequate remedies for such breaches may not be available.
Enforcing a claim that a party illegally disclosed or misappropriated a trade secret is difficult, expensive and time-consuming, and the outcome is unpredictable. In addition, some courts inside and outside the U.S. are less willing or unwilling to protect trade secrets. If any of Psyence’s owned or licensed trade secrets were to be lawfully obtained or independently developed by a competitor, Psyence would have no right to prevent them, or those to whom they disclose such trade secrets, from using that technology or information to compete with it. If any of Psyence’s owned and licensed trade secrets were to be disclosed to or independently developed by a competitor or other third-party, Psyence’s competitive position would be harmed.
Risks Related to Ownership of Pubco Securities
Nasdaq may not list the Pubco Common Shares, which could limit investors’ ability to transact in Pubco Common Shares and could subject Pubco to additional trading restrictions.
Pubco intends to apply to have the Pubco Common Shares listed on Nasdaq upon consummation of the Business Combination. Pubco will be required to meet the initial listing requirements to be listed. Pubco may not be able to meet those initial listing requirements. Even if the Pubco Common Shares are so listed, it may be unable to maintain the listing of such securities in the future.
If Pubco fails to meet the initial listing requirements and Nasdaq does not list the Pubco Common Shares, and if the related closing condition is waived by the parties in order to consummate the Business Combination, thereafter Pubco could face significant material adverse consequences, including a limited availability of market quotations for the Pubco Common Shares, a limited amount of news and analyst coverage on the company, and a decreased ability to issue additional Pubco Common Shares or obtain additional financing in the future.
 
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Our continued listing on the Nasdaq depends on having at least 300 round lot holders. Shares locked up pursuant to any lock-up agreements will not be counted for purposes of the listing requirement. NCAC expects to be able to meet the required number of round lot holders as of the closing date. Nasdaq may delist our common shares or warrants from trading on its exchange for failure to meet the continued listing standards, including the round lot holders requirement. On October 9, 2023, we received a written notice from the Nasdaq Listing Qualifications Department indicating that, based on the number of beneficial holders and holders of record of the our ordinary shares (the “Total Holders”), we no longer meet Listing Rule 5450(a)(2), which requires listed companies to maintain a minimum of 400 Total Holders. NCAC has a period of 45 calendar days, or until November 24, 2023, to submit a plan to regain compliance. The notices described above are only notifications of deficiency, not of imminent delisting. While we are exercising diligent efforts to maintain the listing of our securities on Nasdaq, there can be no assurance that it will be able to regain or maintain compliance with Nasdaq’s listing standards. If our ordinary shares or warrants are delisted and we are not able to list our ordinary shares or warrants on another national securities exchange, our stockholders and warrantholders could face significant material adverse consequences, including limited availability of market quotations for our ordinary shares and warrants and reduced liquidity for the trading of our securities. In addition, we could experience a decreased ability to issue additional securities and obtain additional financing in the future.
The market price and trading volume of the Pubco Common Shares may be volatile and could decline significantly following the Business Combination.
The stock markets, including Nasdaq, on which Pubco intends to list the Pubco Common Shares to be issued in the Business Combination, have from time to time experienced significant price and volume fluctuations. Even if an active, liquid and orderly trading market develops and is sustained for the Pubco Common Shares following the Business Combination, the market prices of the Pubco Common Shares may be volatile and could decline significantly. In addition, the trading volumes in the Pubco Common Shares may fluctuate and cause significant price variations to occur. If the market prices of the Pubco Common Shares decline significantly, you may be unable to resell your Pubco Common Shares at or above the market price of the Pubco Common Shares as of the date immediately following the consummation of the Business Combination. There can be no assurance that the market prices of the Pubco Common Shares will not fluctuate widely or decline significantly in the future in response to a number of factors, including, among others, the following:

the realization of any of the risk factors presented in this proxy statement/prospectus;

actual or anticipated differences in our estimates, or in the estimates of analysts, for Pubco’s revenues, results of operations, cash flows, liquidity or financial condition;

announcements by Pubco or its competitors of significant business developments;

changes in customers;

acquisitions or expansion plans;

Pubco’s involvement in litigation;

sale of Pubco Common Shares or other securities in the future;

market conditions in Pubco’s industry;

changes in key personnel;

the trading volume of Pubco Common Shares;

actual, potential or perceived control, accounting or reporting problems;

changes in accounting principles, policies and guidelines;

other events or factors, including but not limited to those resulting from infectious diseases, health epidemics and pandemics (including but not limited to the ongoing COVID-19 pandemic), natural disasters, war, acts of terrorism or responses to these events; and

general economic and market conditions.
 
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In addition, the stock markets have experienced extreme price and volume fluctuations. Broad market and industry factors may materially harm the market price of the Pubco Common Shares, regardless of our operating performance. In the past, following periods of volatility in the market price of a company’s securities, securities class action litigation has often been instituted against that company. If Pubco were involved in any similar litigation it could incur substantial costs and our management’s attention and resources could be diverted.
We do not know whether a market will develop for the Pubco Common Shares or what the market price of the Pubco Common Shares will be and, as a result, it may be difficult for holders of Pubco Common Shares to sell their Pubco Common Shares.
Before this offering, there was no public trading market for Pubco Common Shares. Although we have applied to list the Pubco Common Shares on the Nasdaq, an active trading market for the Pubco Common Shares may never develop or be sustained following the Business Combination. If a market for the Pubco Common Shares does not develop or is not sustained, it may be difficult for holders of Pubco Common Shares to sell their Pubco Common Shares at an attractive price, if at all. This risk will be exacerbated if there is a high level of redemptions of NCAC Public Shares in connection with the closing of the Business Combination.
There will be material differences between your current rights as a holder of NCAC Public Shares and the rights one will have as a holder of Pubco Common Shares, some of which may adversely affect you.
Upon completion of the Business Combination, NCAC shareholders will no longer be shareholders of NCAC, but will be shareholders of Pubco. There will be material differences between the current rights of NCAC shareholders and the rights you will have as a holder of the Pubco Common Shares, some of which may adversely affect you. For a more detailed discussion of the differences in the rights of NCAC shareholders and the Pubco shareholders, see the section of this proxy statement/prospectus titled “Comparison of Rights of Pubco Shareholders and NCAC Shareholders.”
Upon completion of the Business Combination, NCAC shareholders will become Pubco shareholders, NCAC warrant holders will become holders of Pubco Public Warrants and the market price for the Pubco Common Shares may be affected by factors different from those that historically have affected NCAC securities.
Upon completion of the Business Combination, NCAC shareholders will become Pubco shareholders and NCAC’s warrant holders will become holders of Pubco Public Warrants, which may be exercised to acquire Pubco Common Shares. Pubco’s business will materially differ from that of NCAC, and, accordingly, the results of operations of Pubco will be affected by numerous factors that are different from those currently affecting the results of operations of NCAC. NCAC is a special purpose acquisition company incorporated in the Cayman Islands that has not engaged in any operating activity, directly or indirectly. Pubco is a corporation incorporated in Canada and, after the consummation of the Business Combination, its subsidiaries will be engaged in the businesses of Psyence. Pubco’s business and results of operations will be affected by regional, country and industry risks and operating risks to which NCAC was not exposed. For a discussion of the future business of Pubco currently conducted and proposed to be conducted by Psyence, see the sections of this proxy statement/prospectus titled “Information about Psyence” and “Risk Factors — Risks Related to Psyence’s Business and Industry.”
We may redeem your unexpired warrants prior to their exercise at a time that is disadvantageous to you, thereby making your warrants worthless.
We have the ability to redeem outstanding warrants (other than the NCAC Private Placement Warrants) at any time after they become exercisable and prior to their expiration, at a price of $0.01 per warrant, provided that the last reported sales price of our shares equals or exceeds $18.00 per share (as adjusted for share sub-division, share dividends, reorganizations, recapitalizations and the like) for any 20 trading days within a 30 trading-day period ending on the third trading day prior to the date on which we give proper notice of such redemption and provided certain other conditions are met. If and when the warrants become redeemable by us, we may exercise our redemption right even if we are unable to register or qualify the underlying securities for sale under all applicable state securities laws. We will use our best efforts to register
 
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