Item 1.01 Entry Into a Material Definitive Agreement.

Business Combination Agreement

This section describes the material provisions of the Business Combination Agreement (as defined below), but does not purport to describe all of the terms thereof. The following summary is qualified in its entirety by reference to the complete text of the Business Combination Agreement, a copy of which is attached hereto as Exhibit 2.1. Shareholders of Newcourt Acquisition Corp and other interested parties are urged to read the Business Combination Agreement in its entirety. Unless otherwise defined herein, the capitalized terms used below have the meanings given to them in the Business Combination Agreement.

General Terms and Effects; Merger Consideration

On January 9, 2023, Newcourt Acquisition Corp, a Cayman Islands exempted company ("Newcourt"), entered into a Business Combination Agreement (as it may be amended, supplemented or otherwise modified from time to time, the "Business Combination Agreement") with Newcourt SPAC Sponsor LLC, a Delaware limited liability company (the "Sponsor"), Psyence Group Inc., a corporation organized under the laws of Ontario, Canada ("Psyence"), and Psyence Biomed Corp., a corporation organized under the laws of British Columbia, Canada ("Psyence Biomed").

Pursuant to the Business Combination Agreement, subject to the terms and conditions set forth therein, at the Effective Time (as defined below), (a) a to-be-incorporated wholly-owned subsidiary of Psyence Biomed domiciled in the Cayman Islands (the "Merger Sub") will be merged with and into Newcourt (the "Merger"), with Newcourt surviving the Merger as a direct wholly-owned subsidiary of Psyence Biomed (the "Combined Company").

As consideration for the Merger, as of the effective time of the Merger (the "Effective Time") (i) each Class B ordinary share, par value $0.0001 per share, of Newcourt (the "Newcourt Class B Stock"), issued and outstanding immediately prior to the Effective Time, by virtue of the Merger and upon the terms set forth in the Business Combination Agreement, will be converted into the right to receive one common share of Psyence Biomed (each, a "Psyence Biomed Common Share") (the "Per Share Merger Consideration"), and (ii) each Class A ordinary share, par value $0.0001 per share, of Newcourt (the "Newcourt Class A Stock") issued and outstanding immediately prior to the Effective Time (after giving effect to the completion and payment of any redemptions of Newcourt Class A Stock (the "Redemption")), other than shares owned by Newcourt, Merger Sub, Psyence Biomed or any of their respective subsidiaries, by virtue of the Merger and upon the terms and subject to the conditions set forth in the Business Combination Agreement, will be converted into the right to receive the Per Share Merger Consideration. The aggregate number of Psyence Biomed Common Shares into which the Newcourt Class A Stock and Newcourt Class B Stock are converted into is the merger consideration (the "Merger Consideration").

Before or upon the Closing, Psyence Biomed intends to transfer the shares of Good Psyence (Pty) Ltd (RF) (South Africa), Psyence Jamaica Ltd (Jamaica), Psyence Therapeutics Corp. (Ontario, Canada), Mind Health (Pty) Ltd (Lesotho), Psyence South Africa (Pty) Ltd (South Africa), and Pure Psyence Corp. (Canada) to an entity of the Psyence's choice.

In connection with the transactions contemplated by the Business Combination Agreement (the "Transaction"), Newcourt and Psyence Biomed also intend to enter into Subscription Agreements with certain investors, prior to the consummation of the Transaction (the "Closing"), to provide financing to Newcourt, Psyence Biomed or the Combined Company (the "PIPE Investment").

Immediately prior to the consummation of the PIPE Investment, Psyence Biomed will effect a stock split, under which each Psyence Biomed Common Share that is issued and outstanding as of such time shall be split into a number of Psyence Biomed Common Shares determined by multiplying each such Psyence Biomed Common Share by a split factor, which is the quotient obtained by dividing the Per Share Psyence Biomed Value by $10.00. The "Per Share Psyence Biomed Value" is the quotient obtained by dividing $50,000,000 by the total number of issued and outstanding Psyence Biomed Common Shares immediately prior to the stock split.

Representations and Warranties

The Business Combination Agreement contains a number of representations and warranties made by the parties as of the date of the Business Combination Agreement or other specified dates. Certain of the representations and warranties are qualified by materiality or Material Adverse Effect (as hereinafter defined), as well as information provided in the disclosure schedules to the Business Combination Agreement. As used in the Business Combination Agreement, "Material Adverse Effect" means, with respect to any specified person or entity, any event, circumstance or state of facts that has had, or would reasonably be expected to have, individually or in the aggregate, a material and adverse effect upon (i) the business, results of operations or financial condition of such person or entity and, taken as a whole, or (ii) the ability of such person or entity to perform its respective obligations and to consummate the transactions contemplated by the Business Combination Agreement and the Ancillary Agreements, in each case, subject to certain customary exceptions.





No Survival

The representations and warranties of the parties contained in the Business Combination Agreement terminate as of, and do not survive, the Closing. The covenants and agreements of the parties contained in the Business Combination Agreement do not survive the Closing, except those covenants and agreements to be performed after the Closing, and then only with respect to any breaches occurring on or after the Closing.





Covenants of the Parties

The Business Combination Agreement also contains certain customary covenants by each of the parties during the period between the signing of the Business Combination Agreement and the earlier of the Closing or the termination of the Business Combination Agreement in accordance with its terms (the "Interim Period"), including those relating to: (i) commercially reasonable efforts to effect the Closing; (ii) the movement of the funds from the Trust Account at Closing; (iii) maintenance of listing on the Nasdaq Stock Market ("Nasdaq"); (iv) confidential information; (v) access to information, including properties, books and records; (vi) notifications of certain breaches, consent requirements or other matters; (vii) reasonable best efforts to obtain any necessary regulatory approvals; (viii) communications and SEC filings; (ix) expenses; and (x) consummation of the PIPE Investment. Each party also agreed during the Interim Period not to solicit or enter into any inquiry, proposal or offer, or any indication of interest in making an offer or proposal for an alternative transaction. The Business Combination Agreement also contains certain customary pre-Closing covenants regarding (a) indemnification of directors and officers and the purchase of tail directors' and officers' liability insurance; and (b) adoption of an equity incentive plan of the Surviving Company, in addition to pre-Closing covenants regarding (x) the scope of due diligence and (y) the transfer (or under certain circumstances, forfeiture) by the Sponsor of up to 3,000,000 shares of Newcourt Class B Stock held by the Sponsor for reduction of any deferred underwriting fees and certain other uses.

The parties made customary covenants regarding the registration statement on Form F-4 to be filed by Newcourt (the "Registration Statement") with the U.S. Securities and Exchange Commission (the "SEC") under the Securities Act of 1933, as amended (the "Securities Act"), to register the Psyence Biomed Common Shares to be issued as Merger Consideration under the Business Combination Agreement. The Registration Statement also will contain the Newcourt proxy statement to solicit proxies from Newcourt's shareholders to approve, among other things, (i) the Business Combination Agreement and the Transaction, including the Merger; (ii) the adoption of a new equity incentive plan and issuing certain Psyence Biomed restricted securities thereunder; and (iii) the appointment of the post-Closing board of directors.

The parties agreed that the post-Closing board of directors will consist of five directors designated prior to the Closing, including one director designated by the Sponsor, one independent director (under Nasdaq requirements) mutually designated by Newcourt and Psyence, and the remaining directors designated by Psyence. The parties further agreed each director and officer of Newcourt will resign at the Closing.

Furthermore, at the Closing, the Parties intend to amend and restate the Registration and Shareholder Rights Agreement (the "A&R Registration Rights Agreement") to apply to securities of Psyence Biomed, and (ii) at or prior to the Closing, Psyence Biomed will amend and restate its existing Memorandum and Articles to effect the Stock Split.





Conditions to Closing

The Business Combination Agreement contains customary conditions to Closing, including the following mutual conditions of the parties (unless waived): (i) no law or order preventing the Transaction; (ii) approval of the shareholders of Newcourt; (iii) if required by the Canadian Stock Exchange Rules, the approval by shareholders of Psyence; (iv) completion of any required stock exchange or regulatory review and receipt of any mutually agreed required regulatory approvals; (v) the Registration Statement having been declared effective by the SEC; (vi) obtaining all consents required by the Canadian Securities Exchange and applicable Canadian securities laws; and (vii) resignation of the directors and officers of Newcourt.

In addition, unless waived, the obligations of Psyence and Psyence Biomed to consummate the Transaction are subject to the satisfaction of the following additional Closing conditions, in addition to the delivery by Newcourt of customary certificates and other Closing deliverables: (i) the representations and warranties of Newcourt being true and correct as of the date of the Closing, except to the extent made as of a particular date (subject to certain materiality qualifiers); (ii) Newcourt and the Sponsor having performed in all material respects its obligations and complied in all material respects with its covenants and agreements under the Business Combination Agreement required to be performed or complied with by it on or prior to the date of the Closing; (iii) the absence of any Material Adverse Effect with respect to Newcourt since the date of the Business Combination Agreement; (iv) delivery of a duly executed officer's certificate certifying certain conditions; (v) Newcourt having, at the Closing, at least $20,000,000, including funds remaining in the trust account (after giving effect to the Redemption) and the proceeds from the PIPE Investment, net of liabilities of Newcourt; (vi) Newcourt having delivered executed copies of each Ancillary Agreement to which it is a party; (vii) approval of the Psyence Biomed Common Shares for listing on Nasdaq; and (viii) the completion of the PIPE Investment.

Unless waived, the obligations of Newcourt to consummate the Transaction are subject to the satisfaction of the following additional Closing conditions, in addition to the delivery by Psyence of customary certificates and other Closing deliverables: (i) the representations and warranties of Psyence and Psyence Biomed being true and correct as of the date of the Closing, except to the extent made as of a particular date (subject to certain materiality qualifiers); (ii) Psyence Biomed having performed in all material respects its obligations and complied in all material respects with its covenants and agreements under the Business Combination Agreement required to be performed or complied with or by it on or prior to the date of the Closing; (iii) the absence of any Material Adverse Effect with respect to Psyence or Psyence Biomed since the date of the Business Combination Agreement; (iv) delivery of a duly executed officer's certificate certifying certain conditions; (v) Psyence and Psyence Biomed shall have executed and delivered a copy of each Ancillary Agreement to which they are a party; (vi) delivery by Psyence Biomed to Newcourt of certain financial statements; and (vii) a fairness opinion shall have been received by Newcourt.











Termination

The Business Combination Agreement may be terminated under certain customary and limited circumstances at any time prior to the Closing, including: (i) by mutual written consent of Newcourt and Psyence; (ii) by either Newcourt or Psyence if any applicable law is in effect which makes the consummation of the Transactions illegal or any final, non-appealable order if in effective permanently preventing the consummation of the Transactions, unless such order or other action was caused by the breach of such party; (iii) by either Newcourt or Psyence if the consummation of the transactions contemplated by the Business Combination Agreement shall not have occurred on or before July 22, 2023; (iv) by either Newcourt or Psyence in the event of the other party's uncured material breach, if such breach would result in the failure of a condition to Closing (and so long as the terminating party is not also in breach under the Business Combination Agreement); (v) by either Newcourt or Psyence if the shareholders of Newcourt do not approve the Business Combination Agreement and the Transaction at an extraordinary general shareholder meeting held by Newcourt; (vi) by Newcourt if Psyence does not obtain the requisite approvals for the Transaction; (vii) by Psyence within 10 business days of the date of the Business Combination Agreement if it is unsatisfied with its due diligence of Newcourt; (viii) by Psyence if Newcourt has not delivered to Psyence by March 31, 2023 a certified copy of resolutions or written consent of Newcourt's board of directors unanimously confirming a $50,000,000 valuation of Psyence Biomed made in reliance of a favourable fairness opinion; (ix) by Psyence if by March 31, 2023 the parties are unable to agree on finalized forms of certain ancillary documents; (x) by Psyence if Subscription Agreements for PIPE Investment evidencing indicative commitments for (or funding of) and non-redemption . . .

Item 9.01 Financial Statements and Exhibits.






(d)     Exhibits



Exhibit
No.        Description
  2.1*       Business Combination Agreement, dated as of January 9, 2023, by and
           among Newcourt Acquisition Corp, Newcourt SPAC Sponsor LLC, Psyence
           Group Inc. and Psyence Biomed Corp.
104        Cover Page Interactive Data File (embedded within the Inline XBRL
           document)

* The exhibits and schedules to this Exhibit have been omitted in accordance with Item 601(b)(2) of Regulation S-K. The Registrant agrees to furnish supplementally to the SEC a copy of all omitted exhibits and schedules upon its request.

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