Psyence Announces Business Combination between Wholly Owned Subsidiary Psyence Biomed Corp. and Nasdaq listed Newcourt Acquisition Corp

Psyence Group, a life science biotechnology company pioneering the use of natural psilocybin in mental health and well-being (“Psyence”), and Newcourt Acquisition Corp, a special purpose acquisition company (“SPAC”) formed for the purpose of acquiring or merging with one or more businesses (“Newcourt” or the “Company”), announced that Newcourt has entered into a definitive business combination agreement (the “Business Combination Agreement”) on January 9, 2023 with Psyence Biomed Corp (“Psyence Biomed”), a wholly owned subsidiary of Psyence, to create a public company (the “Combined Company”) leveraging natural psilocybin in the treatment of palliative care (the “Business Combination”). Psyence Biomed is Psyence’s clinical trial division.

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If the Business Combination is completed, Psyence Group Inc, which will continue to be listed on the Canadian Securities Exchange (the “CSE”), would own a significant portion and have board control of the Combined Company. The Combined Company would be capitalized with a minimum of USD$20 million, have access to Nasdaq listed Newcourt shareholders, promoters and advisors. Psyence will also continue to own and operate its other divisions being Psyence Production and Psyence Function.

Psyence Biomed, also referred to as “Psyence Therapeutics”, is a division of Psyence, which is developing natural psilocybin medicinal formulations and treatment protocols for the treatment of adjustment disorder in patients with an incurable cancer diagnosis. The Business Combination is anticipated to conclude in the first half of 2023, with the Combined Company to go public.

The Business Combination is expected to be completed by Psyence Biomed acquiring the SPAC through the merger of the SPAC with a to-be-incorporated subsidiary of Psyence Biomed. As a consequence of the Business Combination, the SPAC will become a wholly-owned subsidiary of Psyence Biomed, the SPAC shareholders will become shareholders of Psyence Biomed, and Psyence Biomed would complete filings to become a public company in the United States in which Psyence Group would retain a significant ownership stake. The actual level of Psyence Group ownership of Psyence Biomed upon conclusion of the Business Combination will depend on the ultimate size of the PIPE financing the SPAC intends to complete in conjunction with the Business Combination, the extent of redemptions by SPAC shareholders and the impact of such redemptions on the SPAC shareholder base (see “Key Transaction Terms” below). The resources are expected to provide the Combined Company with the capital to advance natural psilocybin (PEX010) into a Phase IIb clinical study to be conducted under an approved protocol in Australia as disclosed in the press release on January 9, 2023. The planned randomised double-blind study will evaluate the use of psilocybin assisted psychotherapy vs psychotherapy alone and will use FDA-recommended primary endpoints to test natural psilocybin (PEX010) in over 75 patients with adjustment disorder. The Business Combination will also enable the Combined Company to begin the planning phase for Phase III registrational studies. In addition, it will give the Combined Company the opportunity to explore different indications for natural psilocybin.

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“This is an incredible moment for Psyence’s clinical trial’s division, Psyence Biomed. The funding from this transaction will enable us to execute our early-stage development program in palliative care,” said Dr. Neil Maresky, Chief Executive officer, of Psyence. “Our Phase 2b clinical study of natural psilocybin (PEX010) for treating adjustment disorder in patients who have incurable cancer will be the first trial of its kind to evaluate the safety and efficacy of a natural psilocybin in this indication.”

“We are incredibly excited to have entered into a business combination agreement with Psyence Biomed. The FDA’s designation of psilocybin as a “Breakthrough Therapy” is extremely encouraging and the large body of data that is being generated from recent psilocybin research and clinical trials serves to significantly enhance the company’s prospects of progressing successfully through its clinical trial. We believe that Psyence Biomed has a strong team lead by Dr. Maresky and that there will likely be very strong demand for its botanically based psilocybin treatments. We look forward to Psyence being able to bring these products to market in due course,” said Marc Balkin, Chief Executive Officer of Newcourt.

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