United States securities and exchange commission logo





                              September 4, 2023

       Dr. Neil Maresky
       Chief Executive Officer
       Psyence Biomedical LTD
       121 Richmond Street West
       Penthouse Suite 1300
       Toronto, Ontario M5H 2K1

                                                        Re: Psyence Biomedical
LTD
                                                            Registration
Statement on Form F-4
                                                            Filed August 1,
2023
                                                            File No. 333-273553

       Dear Dr. Neil Maresky:

              We have reviewed your registration statement and have the
following comments. In
       some of our comments, we may ask you to provide us with information so
we may better
       understand your disclosure.

              Please respond to this letter by amending your registration
statement and providing the
       requested information. If you do not believe our comments apply to your
facts and
       circumstances or do not believe an amendment is appropriate, please tell
us why in your
       response.

              After reviewing any amendment to your registration statement and
the information you
       provide in response to these comments, we may have additional comments.

       Registration Statement on Form F-4

       Cover Page

   1.                                                   We note your disclosure
that Pubco will apply for Nasdaq listing of the shares of Pubco
                                                        Common Shares and Pubco
Public Warrants in connection with the Closing, and that there
                                                        is no assurance that
Pubco will be approved for Nasdaq listing. With reference to the
                                                        disclosure on page 59,
please revise the coverpage to highlight that the listing is a
                                                        waivable condition to
closing and, as such, shareholders will lack certainty concerning the
                                                        listing at the time
they make their voting and redemption decisions.
       Market and Industry Data, page 1

   2.                                                   Please revise to
disclose whether you believe the sources are reliable.
 Dr. Neil Maresky
FirstName LastNameDr.
Psyence Biomedical LTDNeil Maresky
Comapany 4,
September NamePsyence
             2023        Biomedical LTD
September
Page 2    4, 2023 Page 2
FirstName LastName
Questions and Answers About the Business Combination
What happens if a substantial number of NCAC Public Shareholders vote in favor
of the
Business Combination and exercise...., page 8

3.       It appears that underwriting fees remain constant and are not adjusted
based on
         redemptions. Please revise your disclosure on page 9 to disclose the
effective
         underwriting fee on a percentage basis for shares at each redemption
level presented in
         your sensitivity analysis related to dilution.
4.       We note the inclusion of Backstop Shares in the table. Please advise
regarding whether
         there is a Backstop arrangement in place.
5.       Please revise to disclose the Minimum Cash Condition to provide
context to the
         Maximum Redemption Scenario discussion. Also, disclose the amount of
additional
         financing that the parties would need to secure in order to meet the
condition under this
         redemption scenario. In light of the disclosure at the bottom of page
70, it appears that
         NCAC's Sponsor, officers and directors control NCAC and also hold the
votes need to
         approve or reject the Business Combination. As such, please revise to
indicate
         whether NCAC's Sponsor, officers and directors will allow the Business
Combination to
         close absent sufficient funding to meet the Minimum Cash Condition.
Who is Psyence?, page 8

6.       Please revise to clarify and expand your disclosure that Psyence
develops natural
         psilocybin products and that it has commenced the clinical trial
process to evaluate the
         safety and efficacy of its product candidates. In this regard, please
clarify that you in-
         license the lead candidate, PEX010, until 2027. Also, explain, if
true, that you have not
         conducted preclinical or clinical trials to date for this drug
candidate.
What interests do NCAC's Sponsor, current officers and directors have in the
Business
Combination?, page 11

7.       With reference to the disclosure at the top of page 13, please tell us
how the $1,000,000
         advisory fee to CCM is consistent with the representations on pages
94-95 of the final
         NCAC IPO prospectus concerning limitations on payments and
compensation to the
         Sponsor and its affiliates.
Even if the Business Combination is consummated, Pubco will require substantial
additional
funding to achieve its business goals..., page 41

8.       Please tell us your basis for disclosing that the 505(b)(2) pathway
would allow for a
         shorter development program along with less data that is developed by
Psyence, as
         compared to a regular NDA submission. In this regard, we note the
disclosure on page 56
         indicates that there have been relatively few clinical trials
pertaining to psilocybin
         products. In addition, revise the Business section to discuss the
505(b)(2) regulatory
         pathway and your plans to pursue that pathway.
 Dr. Neil Maresky
FirstName LastNameDr.
Psyence Biomedical LTDNeil Maresky
Comapany 4,
September NamePsyence
             2023        Biomedical LTD
September
Page 3    4, 2023 Page 3
FirstName LastName
Unaudited Pro Forma Condensed Combined Financial Information
Note 2. Basis of Presentation
Minimum Cash Closing Condition and Proposed PIPE Investment, page 81

9.       You disclose here that at the time of this filing, there is no
commitment for the proposed
         additional financing from the PIPE Investment, and you include the
PIPE proceeds as part
         of your pro forma presentation to meet the Minimum Cash Condition.
Please revise to
         address the following:
             Elsewhere in the filing where you discuss the PIPE Investment and
the Minimum
             Cash Condition, revise to prominently disclose the extent to which
you have or do not
             have a firm commitment of such funding, and discuss any other
related uncertainties.
             If true, revise your pro forma narrative and footnotes to more
clearly discuss the
             possible scenario that you are not able to obtain additional
funding, but that you are
             omitting such a scenario from your pro forma presentation because
in that case the
             merger would no longer be probable of completion due to the
Minimum Cash
             Condition.
             The ending cash balance in Scenario 2 on page 78 appears to be
below $20 million.
             Please tell us and revise to clarify how the current maximum
redemption Scenario 2
             meets the $20 million Minimum Cash Condition. In that regard we
note your
             disclosure that the repayment of certain debt and member payables
that is expected to
             be paid by Psyence immediately following the Closing does not
impact the Minimum
             Cash Condition.
Note 3. Accounting for the Business Combination, page 83

10.      You disclose here on page 84 that the Business Combination will be
accounted for as a
         capital reorganization in accordance with IFRS. However, at pages 28
and 116 you refer
         to it as a reverse recapitalization. Please reconcile this apparent
inconsistency, and explain
         to us your justification for treating the business combination as a
reverse recapitalization
         under IFRS considering the registrant of this Form F-4 owns the carve
out clinical trial
         business with the Business Combination being treated as the equivalent
of Psyence
         Biomed Corp. issuing shares for the net assets of NCAC as you
disclosed at page 28.
Note 5. Adjustments to Unaudited Pro Forma Condensed Combined Balance Sheet as
of March
31, 2023
Adjustment (I) , page 88

11.      Please address the following:
             Please tell us the extent to which you have entered into an
agreement with the
             underwriter to waive the 50% deferred underwriter fee.
             If so, revise to disclose the date and the terms of the agreement,
as well as how you
             will account for the waiver.
             As part of your response, tell us and revise to disclose how the
underwriting fee was
             originally recorded and the extent to which it was allocated
between various
 Dr. Neil Maresky
FirstName LastNameDr.
Psyence Biomedical LTDNeil Maresky
Comapany 4,
September NamePsyence
             2023        Biomedical LTD
September
Page 4    4, 2023 Page 4
FirstName LastName
              securities.
                Please also explain to us your consideration to record the
$6.55 million representing
              the 50% deferred underwriter fee waived against accumulated
deficit in your pro
              forma balance sheet.
Adjustment (M), page 89

12.      Please explain to us your consideration why it is appropriate under
11-02 of Regulation S-
         X to include the interest earned after the balance sheet date in your
pro forma balance
         sheet as of March 31, 2023.
The Business Combination
The Background of the Business Combination, page 99

13.      We note your disclosure that you had in-person or telephonic
discussions with 19 potential
         acquisition target companies. Please disclose how many potential
acquisition target
         companies were in the biotech industry.
14.      We note your references to    among other criteria    and    inter
alia    while describing the
         criteria that NCAC used in evaluating potential acquisition companies.
Please include all
         material criteria used by NCAC in this regard.
15.      Please revise to discuss where applicable, the discussions and
negotiations concerning the
         capital requirements of Psyence, including the amounts planned for
phase 2B drug trials,
         as well as the Minimum Cash Condition.
16.      Please revise the disclosure on page 102 so it is presented in
chronological order.
17.      Please revise the November 27 entry to clarify which party made the
initial proposal. Also
         discuss the "sources and uses" calculation.
18.      Please name the corporate advisors, and Corporate Advisor, described
on pages 101 and
         102, respectively.
19.      With reference to the January 7 entry, please revise the Background
section to explain the
         negotiations concerning the terms of the Parent Support Agreement, the
PIPE Financing
         and Parent termination rights.
20.      Please explain the provisions of the February 15, 2023 amendment.
21.      Please revise the Background section, or another appropriate section
of the
         proxy/prospectus, to explain the material changes between the Original
Business
         Combination Agreement, executed on January 9, 2023, and the Amended
and Restated
         Business Combination Agreement, executed on July 31, 2023. Please
revise the
         Background section to explain which party sought to renegotiate the
terms of the
         arrangement. Without limitation, revise to identify and discuss the
reasons for the
         additional due diligence and the proposed and actual changes to the
structure of the
         Business Combination.
 Dr. Neil Maresky
FirstName LastNameDr.
Psyence Biomedical LTDNeil Maresky
Comapany 4,
September NamePsyence
             2023        Biomedical LTD
September
Page 5    4, 2023 Page 5
FirstName LastName
22.      Revise the July 17 and July 27 entries to explain the substance of the
"Parent disclosure
         letter" and the reason(s) why NCAC negotiated to ensure that Parent
would not conduct
         "drug trials outside of Psyence and its subsidiaries" between signing
and closing.
Recommendation of the NCAC Board..., page 106

23.      Please revise to explain briefly here and and more extensively
elsewhere, as
         appropriate, Psyence's "capital efficient approach" to conducting
trials and the expectation
         that the trials will be run on a "capital light" basis.
Opinion of RNA Advisors, LLC
Summary of Financial Analysis, page 112

24.      With regard to your disclosures for the RNA valuation approaches,
including the projected
         revenues and free cash flows, please address the following:
             Under the income approach, you stated that you developed an rNPV
analysis based
             on information provided by Psyence   s management, and presented
key assumptions
             for the projected revenues and cash flows. Explain to us, and
revise as necessary to
             disclose, how the assumptions regarding the probability of
successful approval by
             FDA at various stages compare to industry standards. Disclose the
industry data RNA
             relied upon related to FDA approval, and identify the basis for
any adjustments to or
             departures from industry averages based on your specific fact
pattern.
             Both of the portrayals provided appear to be presented assuming
commercial success
             and successful regulatory approval. Explain to us whether you were
provided with
             and the extent to which you have considered alternative scenarios
in which
             significant research and development costs were incurred without
achieving
             regulatory approval or commercial success in your analysis.
Further, discuss the
             extent to which you considered other scenarios in which commercial
success and
             regulatory approval was not achieved until significantly later in
time and at greater
             cost.
             Explain to us why you present the projected revenues and free cash
flows starting
             from year 2027, without presenting the cash flows expected to
invested in the
             business in the years leading up to the point of FDA approval to
properly balance the
             presentation. Revise your presentation accordingly, or
specifically explain how you
             determined omitting such expected and necessary costs to
potentially achieve
             commercialization is not prohibitively unbalanced.
             Revise to disclose more prominently the limitations of the
usefulness of the scenarios
             presented here given there is no guarantee that the products will
achieve FDA
             approval and/or commercialization, and the inherent inaccuracy of
any estimates of
             costs to be incurred to achieve regulatory approval.
Summary of Financial Analyses
Income Approach, page 112

25.      We note that RNA developed its analysis based on    information
provided by Psyence   s
 Dr. Neil Maresky
Psyence Biomedical LTD
September 4, 2023
Page 6
         management. Please identify the information prepared by Psyence   s
management and
         provided to RNA in connection with its fairness opinion, and describe
the material
         assumptions and limitations underlying such information.
26.      We note the analysis includes a projected product launch in the United
States in 2027Q2
         on page 113, and that both Portrayal 1 and 2 presumed regulatory
approval and
         commercialization. Please fully describe the assumptions that underlie
the projections and
         the type of market assumed in developing those assumptions, including
if less favorable
         outcomes were considered.
Material U.S. Federal Income Tax..., page 129

27.      Please file counsel's short-form tax opinion pursuant to Regulation
S-K, Item 601(b)(8).
28.      Please revise to have counsel state clearly what the tax consequences
are to: (i) NCAC
         public holders who receive Psyence Biomedical Ltd shares at closing
and (ii) NCAC
         public holders who redeem their shares. In order to render the
opinion, it appears that
         counsel will need to determine whether it is more likely than not that
(i) the Merger
         qualifies as a Reorganization and (ii) PubCo will be treated as a
PFIC. Refer to Refer to
         Staff Legal Bulletin No. 19 (Oct. 14, 2011) for guidance concerning
assumptions and
         qualifications in tax opinions.
Information about Psyence, page 150

29.      Please revise to explain what work Psyence has conducted to date in
developing drugs
         using nature-based psilocybin products. In this regard, we do not see
any reference to pre-
         clinical or Phase 1 trials relating to the in-licensed PEX010 product
candidate.
30.      Please revise, where appropriate, to discuss the costs associated with
the Phase 2B clinical
         trial. Also discuss the planned allocation for the proceeds to be
received by the combined
         company. In this regard, show the planned allocation under the various
cash scenarios
         outlined on page 37 and elsewhere. Given your disclosure that the
Minimum Cash
         Condition is a waivable condition, please also disclose the funding
that the business
         requires to operate for the first twelve months following the closing.

Palliative Care Clinical Trial , page 151

31.    Please identify the    FDA-recommended primary endpoints    to study
PEX010. Clarify
FirstName LastNameDr. Neil Maresky
       whether the referenced 75-patient trial is a trial that you plan to
conduct and one that you
Comapany
       haveNamePsyence
             discussed withBiomedical   LTD
                               FDA. Alternatively, please clarify that the
referenced trial is a third-
       party4,trial
September      2023 orPage
                       advise.
                           6
FirstName LastName
 Dr. Neil Maresky
FirstName LastNameDr.
Psyence Biomedical LTDNeil Maresky
Comapany 4,
September NamePsyence
             2023        Biomedical LTD
September
Page 7    4, 2023 Page 7
FirstName LastName
Information about Psyence
Licensing and commercialization of PEX010, page 152
Licensing and Commercialization of PEX010, page 152

32.      Please revise to disclose all key financial terms under the Filament
license agreement and
         their related accounting implications, if any.
Intellectual Property, page 152

33.      Please revise this section to clarify whether Psyence holds any issued
patents. Given your
         reliance on licenses from Filament pertaining to PEX010, please
discuss the material
         patents covered by these licenses, including the type(s) of patent
protection,
         the expiration dates and the applicable jurisdictions.
34.      Please revise to explain briefly how companies obtain data exclusivity
for eight years and
         why that is significant.
Competitive Environment, page 153

35.      We note your statements that PEX010 may be eligible for a number of
processes that
         could result in expedited marketing approval of PEX010, such as Fast
Track, Accelerated
         Approval, Priority Review and Breakthrough Status. We also note your
statement that
         breakthrough therapy designation is intended to expedite the
development and review of
         drugs for serious or life-threatening conditions. Please revise to
clarify that such
         designations may not lead to a faster development, regulatory review
or approval process.
Description of PEX010, page 154

36.      Please tell us how the efficacy and safety endpoints will be
established and why they
         won   t be known until the trial is underway.
Target Population and Market - Palliative Care Patients, page 164

37.      We note your disclosure that PAP is well tolerated in samples of
palliative care patients,
         with    no SAEs." Please tell us how this statement is consistent with
the disclosure on
         page 164 concerning the clinical trial in which treatment-emergent
SAEs occurred more
         frequently in the 25 mg group than in the 10 mg or 1 mg groups.
Psyence Biomed Corp. Managements Discussion and Analysis of Financial Condition
and
Results of Operations
Research and Development, page 171

38.      Please address the following:
             Revise to present disaggregated disclosures for your research and
development costs
             by product candidate and/or medical indication. To the extent some
costs are not
             allocated by product candidate or medical indication, disclose
that fact, and provide a
 Dr. Neil Maresky
FirstName LastNameDr.
Psyence Biomedical LTDNeil Maresky
Comapany 4,
September NamePsyence
             2023        Biomedical LTD
September
Page 8    4, 2023 Page 8
FirstName LastName
              breakdown of unallocated costs by nature or type of costs, which
reconciles to the
              amount shown on the face of your Statement of Operations.
                You disclose on page 172 that certain product development costs
are included in the
              professional and consulting fees line item. Please tell us the
amount and nature of
              such amounts. As part of your response, specifically explain how
you have
              differentiated these costs when classifying these amounts as
product development
              costs versus research and development expenses. Revise as
necessary to comply with
              the definition of research and development activities in IAS 38.
JOBS Act, page 175

39.      Here you state that you are electing to delay the adoption of new or
revised accounting
         standards as an emerging growth company (EGC). Since IFRS does not
have separate
         adoption dates for public and private companies and the EGC deferral
does not apply to
         IFRS filers, please revise your disclosures accordingly.
Certain NCAC Relationships and Related Person Transactions, page 192

40.      With reference to your disclosure on page 13, please revise to
disclose the material terms
         of your advisory agreement with CCM. Please also file the agreement as
an exhibit to the
         registration statement or advise.
Newcourt Acquisition Corp. Financial Statements
Note 2. Summary of Significant Accounting Policies
Accounting for Warrants , page F-14

41.      You appear to have reported the public and private place warrants as
derivative warrant
         liabilities on the balance sheets; however, you also state here and at
pages 191 and F-34
         that    The Company concluded that the Public Warrants and Private
Placement Warrants
         issued pursuant to the warrant agreement qualify for equity accounting
treatment.    Please
         revise to reconcile the apparent inconsistency.
Psyence Biomed Corp. Financial Statements
Independent Auditor's Report, page F-44

42.      Please have your auditor revise its auditor   s report to be titled as
   Report of Independent
         Registered Public Accounting Firm    as required under AS 3101.06.
Also revise the report
         to be addressed to the shareholder(s) in addition to the board of
directors as required under
         AS 3101.07.
Note 2. Basis of Presentation
Carve-out Consolidated Statements of Financial Position, page F-51

43.      Please address the following:
             If true, please revise to specifically confirm that you determined
that it
             was "impracticable" to prepare the full financial statements of
the clinical trial
 Dr. Neil Maresky
FirstName LastNameDr.
Psyence Biomedical LTDNeil Maresky
Comapany 4,
September NamePsyence
             2023        Biomedical LTD
September
Page 9    4, 2023 Page 9
FirstName LastName
              business as required by Item 3-05(e) of Regulation S-X, and
disclose an explanation
              of such impracticability in the filing.
                Please also separately disclose historical intercompany
borrowings or advances
              related to the clinical trial business to provide users with
insight of the financial
              resources utilized by the carveout business in conducting its
operations. Refer to
              SAB Topic 1.B.
                If true, revise to specifically disclose that the financial
statements reflect all the costs
              of business conducted by the business, including both direct and
indirect expenses
              allocable to the business.
Item 21. Exhibits and Financial Statement Schedules, page II-2

44.      With reference to your risk factor disclosures on pages 46 and 49 and
your disclosure on
         page 152, file your licensing agreements with Filament as exhibits.
General

45.      With a view toward disclosure, please tell us whether your sponsor is,
is controlled by, has
         any members who are, or has substantial ties with, a non-U.S. person.
Please also tell us
         whether anyone or any entity associated with or otherwise involved in
the transaction, is,
         is controlled by, or has substantial ties with a non-U.S. person. If
so, please revise your
         filing to include risk factor disclosure that addresses how this fact
could impact your
         ability to complete your initial business combination. For instance,
discuss the risk to
         investors that you may not be able to complete an initial business
combination with a
         target company should the transaction be subject to review by a U.S.
government entity,
         such as the Committee on Foreign Investment in the United States
(CFIUS), or ultimately
         prohibited. Further, disclose that the time necessary for government
review of the
         transaction or a decision to prohibit the transaction could prevent
you from completing an
         initial business combination and require you to liquidate. Disclose
the consequences of
         liquidation to investors, such as the losses of the investment
opportunity in a target
         company, any price appreciation in the combined company, and the
warrants, which
         would expire worthless.
46.      We note that Cantor Fitzgerald & Co was the underwriter for the
initial public offering of
         the SPAC, and Cohen & Company Capital Markets and RNA Advisors, LLC
served as
         financial advisor to NCAC in connection with this transaction. We also
note press reports
         that certain underwriters and financial advisors are ending their
involvement in SPAC
         business combination transactions. Please tell us, with a view to
disclosure, whether you
         have received notice from these institutions about ceasing involvement
in your transaction
         and how that may impact your deal or any deferred compensation owed to
such
         institutions. In addition, identify any other financial advisors who
served the parties in
         connection with the proposed transaction, and provide similar
disclosure as applicable.
47.      Please highlight the material risks to public warrant holders,
including those arising from
         differences between private and public warrants. Clarify whether
recent common stock
 Dr. Neil Maresky
Psyence Biomedical LTD
September 4, 2023
Page 10
      trading prices exceed the threshold that would allow the company to
redeem public
      warrants. Clearly explain the steps, if any, the company will take to
notify all
      shareholders, including beneficial owners, regarding when the warrants
become eligible
      for redemption.
        We remind you that the company and its management are responsible for
the accuracy
and adequacy of their disclosures, notwithstanding any review, comments, action
or absence of
action by the staff.

       Refer to Rules 460 and 461 regarding requests for acceleration. Please
allow adequate
time for us to review any amendment prior to the requested effective date of
the registration
statement.

       You may contact Li Xiao at (202) 551-4391 or Kevin Vaughn at (202)
551-3494 if you
have questions regarding comments on the financial statements and related
matters. Please
contact Jimmy McNamara at (202) 551-7349 or Joe McCann at (202) 551-6262 with
any other
questions.



                                                           Sincerely,
FirstName LastNameDr. Neil Maresky
                                                           Division of
Corporation Finance
Comapany NamePsyence Biomedical LTD
                                                           Office of Life
Sciences
September 4, 2023 Page 10
cc:       Ari Edelman
FirstName LastName