| Item 7.01 |
Regulation
FD Disclosure |
On January 9, 2023, Newcourt
Acquisition Corp, a Cayman Islands exempted company (“Newcourt”) and Psyence Group, Inc., a Canadian life science biotechnology
company (“Psyence”) issued a joint press release announcing that Newcourt has entered into a definitive business combination
agreement (the “Business Combination Agreement”) 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”). A copy of the press release is attached as Exhibit 99.1 to this Current Report
on Form 8-K and is incorporated herein by reference.
Furnished as Exhibit 99.2
hereto is an investor presentation, dated January 9, 2023, that will be used by parties regarding the transaction contemplated by the
Business Combination Agreement.
Exhibits
99.1 and 99.2 are intended to be furnished and shall not be deemed “filed” for purposes of Section 18 of the Securities Exchange
Act of 1934, as amended (the “Exchange Act”), or otherwise subject to the liabilities of that section, nor shall they be deemed
incorporated by reference in any filing under the Securities Act of 1933, as amended (the “Securities Act”), as amended, or
the Exchange Act, except as expressly set forth by specific reference in such filing.
Additional Information
and Where to Find It
A
Registration Statement will be filed with the U.S. Securities and Exchange Commission (the “SEC”), which will include a preliminary
proxy statement / prospectus with respect to the Business Combination. The definitive proxy statement / prospectus and other relevant
documents will be mailed to shareholders of Newcourt as of a record date to be established for voting on the Business Combination. Shareholders
of Newcourt and other interested persons are advised to read, when available, the preliminary proxy statement / prospectus, the definitive
proxy statement/ prospectus and amendments thereto because these documents will contain important information about Newcourt, Psyence
and the Business Combination. Shareholders will also be able to obtain copies of the Registration Statement and the proxy statement /
prospectus, without charge, by directing a request to: Newcourt Acquisition Corp, 2201 Broadway, Suite 705, Oakland, CA 94612. These documents,
once available, and Newcourt’s annual and other reports filed with the SEC can also be obtained, without charge, at the SEC’s
internet site (http://www.sec.gov).
No Offer or Solicitation
This
communication is for information purposes only and is not intended to and does not constitute, or form part of, an offer, invitation or
the solicitation of an offer or invitation to purchase, otherwise acquire, subscribe for, sell or otherwise dispose of any securities,
or the solicitation of any vote or approval in any jurisdiction, pursuant to the proposed Business Combination or otherwise, nor shall
there be any sale, issuance or transfer of securities in any jurisdiction in contravention of applicable law.
Participants in
the Solicitation
Newcourt, Psyence and their
respective directors and executive officers, other members of management and employees may be considered participants in the solicitation
of proxies with respect to the potential transaction described in this communication under the rules of the SEC. Information about the
directors and executive officers of Newcourt is set forth in Newcourt’s filings with the SEC. Information regarding other persons
who may, under the rules of the SEC, be deemed participants in the solicitation of the shareholders in connection with the potential transaction
and a description of their interests will be set forth in the Registration Statement when it is filed with the SEC. These documents can
be obtained free of charge from the sources indicated above.
Forward-Looking
Statements
This
communication contains “forward-looking statements” within the meaning of the Private Securities Litigation Reform Act of
1995. Such statements include, but are not limited to, statements about future financial and operating results, our plans, objectives,
expectations and intentions with respect to future operations, products and services; and other statements identified by words such as
“will likely result,” “are expected to,” “will continue,” “is anticipated,” “estimated,”
“believe,” “intend,” “plan,” “projection,” “outlook” or words of similar meaning.
Forward-looking
statements in this communication include statements regarding the future success of the partnership between Newcourt and Psyence, and
the Combined Company's ability to deliver its intended drug product to patients. These forward-looking statements are based on a number
of assumptions, including the assumptions that the Combined Company will obtain all such regulatory and other approvals as may be required
to pursue its clinical trials on the drug product referred to in the news release, the results of such clinical trials will be positive,
and Psyence Biomed will be able to commercialize Filament’s natural psilocybin drug candidate, PEX010 (25 mg). There are numerous
risks and uncertainties that may cause actual results or performance to be materially different from those expressed or implied by these
forward-looking statements. These risks and uncertainties include, among others: the inability to complete the Business Combination;
the inability to recognize the anticipated benefits of the proposed Business Combination; demand for the Combined Company’s securities
being less than anticipated; fluctuations in the price of Newcourt’s common shares, and Newcourt not raising the amount expected,
or any funds at all. Actual results and future events could differ materially from those anticipated in such information. Nothing in
this communication should be regarded as a representation by any person that the forward-looking statements set forth herein will be
achieved or that any of the contemplated results of such forward-looking statements will be achieved. You should not place undue reliance
on forward-looking statements, which speak only as of the date they are made. Except as required by law, Newcourt and Psyence do not
intend to update these forward-looking statements.
Newcourt
makes no medical, treatment or health benefit claims about the Combined Company’s proposed products. The efficacy of psilocybin,
psilocybin analogues, or other psychedelic compounds or nutraceutical products remains the subject of ongoing research. There is no assurance
that the use of psilocybin, psilocybin analogues, or other psychedelic compounds or nutraceuticals can diagnose, treat, cure or prevent
any disease or condition. Vigorous scientific research and clinical trials are needed. Psyence Biomed has not conducted clinical trials
for the use of its proposed products. Any references to quality, consistency, efficacy, and safety of potential products do not imply
that Psyence Biomed or the Combined Company verified such in clinical trials or that the Combined Company will complete such trials.
If the Combined Company cannot obtain the approvals or research necessary to commercialize its business, it may have a material adverse
effect on the Combined Company’s performance and operations.
The
foregoing list of factors is not exhaustive. You should carefully consider the foregoing factors and the other risks and uncertainties
described in the “Risk Factors” section of the Registration Statement referenced above and other documents filed by Newcourt
from time to time with the SEC. These filings identify and address other important risks and uncertainties that could cause actual events
and results to differ materially from those contained in the forward-looking statements. There can be no assurance that the data contained
herein is reflective of future performance to any degree. You are cautioned not to place undue reliance on forward-looking statements
as a predictor of future performance as projected financial information and other information are based on estimates and assumptions
that are inherently subject to various significant risks, uncertainties and other factors, many of which are beyond our control. Forward-looking
statements speak only as of the date they are made, and Newcourt and Psyence disclaim any intention or obligation to update or revise
any forward-looking statements, whether as a result of developments occurring after the date of this communication. Forecasts and estimates
regarding Psyence’s industry and end markets are based on sources we believe to be reliable, however there can be no assurance
these forecasts and estimates will prove accurate in whole or in part. Annualized, pro forma, projected and estimated numbers are used
for illustrative purpose only, are not forecasts and may not reflect actual results.