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Filed by Psyence Biomedical Ltd. |
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Pursuant to Rule 425 under the Securities Act of 1933, |
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as amended, and deemed filed pursuant to Rule 14a-12 |
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under the Securities Exchange Act of 1934, as amended |
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Subject Company: Newcourt Acquisition Corp |
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Commission File No.: 001-40929 |
United
States
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
Form 8-K
Current
Report
Pursuant to Section 13
or Section 15(d) of the Securities Exchange Act of 1934
Date of Report (Date of earliest event reported):
January 16, 2024 (January 15, 2024)
Newcourt Acquisition Corp
(Exact name of registrant as specified in its charter)
| Cayman Islands |
|
001-40929 |
|
N/A |
(State or other jurisdiction of
incorporation) |
|
(Commission
File Number) |
|
(I.R.S. Employer
Identification No.) |
2201 Broadway, Suite 705
Oakland, CA |
|
94612 |
| (Address of principal executive offices) |
|
(Zip Code) |
Registrant’s telephone number, including
area code (657) 271-4617
Not Applicable
(Former name or former address, if changed since
last report)
Check the appropriate box below if the Form 8-K
filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:
| x |
Written communications pursuant to
Rule 425 under the Securities Act (17 CFR 230.425) |
| ¨ |
Soliciting material pursuant to
Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) |
| ¨ |
Pre-commencement communications pursuant to
Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) |
| ¨ |
Pre-commencement communications pursuant to
Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c)) |
Securities registered pursuant to Section 12(b) of
the Act:
| Title of Each Class |
|
Trading Symbol(s) |
|
Name
of each exchange on which
registered |
| Units, each consisting of one Class A ordinary share, par value $0.0001 per share, and one-half of one Redeemable Warrant |
|
NCACU |
|
The Nasdaq Stock Market LLC |
| |
|
|
|
|
| Class A ordinary shares, par value $0.0001 per share, included as part of the units |
|
NCAC |
|
The Nasdaq Stock Market LLC |
| |
|
|
|
|
| Redeemable Warrants, each exercisable for one Class A ordinary share for $11.50 per share, included as part of the units |
|
NCACW |
|
The Nasdaq Stock Market LLC |
Indicate by check mark whether the registrant
is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the
Securities Exchange Act of 1934 (§240.12b-2 of this chapter).
Emerging growth company x
If
an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying
with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ¨
INTRODUCTORY NOTE
As
previously disclosed, Newcourt Acquisition Corp (“Newcourt”) entered into 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 Newcourt, 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”, and after the closing of the merger, the
“Combined Company”), 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 (“Original
Target”), and Psyence Biomed II Corp., a corporation organized under the laws of Ontario, Canada (“Psyence”). We refer
to transactions contemplated by the Business Combination Agreement, collectively, as the “Business Combination”.
Item 7.01 Regulation FD Disclosure
Furnished as Exhibit 99.1
hereto is an investor presentation, dated January 2024, that is expected to be used by Psyence in connection with the Business
Combination.
Exhibit 99.1 is 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 it be deemed incorporated
by reference in any filing under the Securities Act, or the Exchange Act, except as expressly set forth by specific reference in such
filing.
Item 8.01. Other Events
Waiver of Certain
Closing Conditions
On
January 15, 2024, the parties to the Business Combination Agreement entered into a letter agreement (the “Closing Letter
Agreement”) pursuant to which, among other things, Pubco, Parent, Target, Original Target and Merger Sub (collectively, the “Psyence
Parties”) agreed, on a conditional basis, to waive the closing conditions contained in the Business Combination Agreement that,
at or prior to the closing of the Business Combination (the “Closing”), (i) Newcourt shall have no less than $20,000,000,
net of liabilities, as of the Closing (the “Minimum Cash Condition”) and (ii) the PIPE Investment in the
PIPE Investment Amount shall have occurred or shall be ready to occur substantially concurrently with the Closing (the “PIPE Investment
Condition”). Upon the Closing, assuming that the Purchaser (as defined below) consummates upon the Closing the anticipated investment
of $2,500,000, the Psyence Parties will be deemed to have waived in full the Minimum Cash Condition and the PIPE Investment
Condition. As a result of such waiver, the proposed Business Combination may be consummated without regard to the level of proceeds, if
any, as may result from the proposed Business Combination in accordance with its terms.
Financing Arrangements
On
January 15, 2024, Pubco entered into a securities purchase agreement (the “Securities Purchase Agreement”) by and among
Pubco, Psyence, Sponsor and a purchaser (the “Purchaser”) relating to up to four senior secured convertible notes (collectively,
the “Notes”), obligations under which will be guaranteed by certain assets of Pubco and Psyence, issuable to the Purchaser
at or after the Closing, as the case may be, for the aggregate principal amount of up to $12,500,000 in exchange for up to $10,000,000
in subscription amounts.
The
First Tranche Note will be a total of $3,125,000 of principal in exchange for a total of $2,500,000 in subscription amounts and will be
issuable to the Purchaser substantially concurrently with, and contingent upon, the consummation of the Business Combination or at such
other time and place as Pubco and the Purchaser mutually agree upon.
The
Second Tranche Note will be a total of $3,125,000 of principal in exchange for a total of $2,500,000 in subscription amounts; provided,
however, that, in the event that the Market Value Traded as of the Second Tranche Closing is less than the full subscription amount of
the Second Tranche Note, (A) Purchaser will invest an amount equal to the Market Value Traded as of the Second Tranche Closing and
(B) on the later of (i) each subsequent 30 day anniversary of the Second Tranche Closing or (ii) the effectiveness of the
registration statement registering the underlying shares for such portion of the Second Tranche Note, Purchaser will invest an amount
equal to the Market Value Traded as of such date, until the Second Tranche Note is funded in full, subject to the conditions set forth
in the Securities Purchase Agreement.
The
Third Tranche Note, if any, will be a total of $3,125,000 of principal in exchange for a total of $2,500,000 in subscription amounts.
The
Fourth Tranche Note, if any, will be a total of $3,125,000 of principal in exchange for a total of $2,500,000 in subscription amounts.
The
material terms of the Notes are as follows: On the original issuance date, interest shall begin accruing at 8.0% per annum based on the
outstanding principal amount of the Note, payable monthly in arrears in cash or in common shares of Pubco (“Common Shares”)
(at the Conversion Price). For purposes of the Notes, the Conversion Price, commencing on the first trading day following the closing
of the Business Combination shall be $10.00; provided, however, it may be subject to adjustments according to the terms and reset dates
included in the Note.
Additionally,
in consideration of the willingness of the Purchaser to enter into the transactions that are the subject of the Securities Purchase
Agreement and the Notes, Pubco or certain of its shareholders shall deliver a structuring fee of Common Shares (the
“Structuring Shares”) in connection with the Note per the terms of the attached agreement, with (i) 1,300,000
Structuring Shares delivered to the Purchaser at the First Tranche Closing and (ii) following the First Tranche Closing,
1,700,000 Structuring Shares delivered pursuant to the terms set forth in the call option agreements to be entered into between
Purchaser and certain shareholders of Pubco.
In
connection with the foregoing, Pubco and the Purchaser will enter into a registration rights agreement, pursuant to which Pubco will file
a Registration Statement covering the resale of registrable securities issuable pursuant to the Note.
In
connection with the foregoing and as a condition to each closing under the Securities Purchase Agreement, Sponsor and Parent, shall have
entered into a lock-up agreement, pursuant to which, Sponsor and Parent will agree, subject to customary exceptions, not to offer, pledge, sell, contract to sell, grant,
lend, or otherwise transfer or dispose of, directly or indirectly, any Common Shares or any securities convertible into or exercisable
or exchangeable for Common Shares (the “Lock-Up Securities”), whether currently owned or acquired later by Sponsor or Parent,
or 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 Lock-Up Securities until 180 days following the closing of the Business Combination, or such later date pursuant to the terms set
forth therein.
The
foregoing description of the Securities Purchase Agreement is qualified in its entirety by the full text of the Securities
Purchase Agreement, which is filed as Exhibit 10.1 hereto and is incorporated herein by reference.
Additional Information and Where to Find
It
As
previously disclosed, on July 31, 2023, Newcourt entered into an Amended and Restated Business Combination Agreement (as amended
from time to time, the “Business Combination Agreement”) with 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,” and after the closing of the Merger (defined
below), the “Combined Company”), 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 formerly organized under the laws of British Columbia,
Canada and continued under the laws of Ontario, Canada, and Psyence Biomed II Corp., a corporation organized under the laws of Ontario,
Canada (“Psyence”) in connection with the proposed business combination between the parties that was previously announced
on January 13, 2023. The Business Combination Agreement provides for the following transaction structure: (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 Newcourt, with Newcourt being the surviving company in the merger (the “Merger”) and each
outstanding ordinary share of Newcourt will convert into the right to receive one Common Share of Pubco.
In connection
with the proposed business combination, the Registration Statement on Form F-4 (the “Registration Statement”) was filed
by Pubco with the Securities and Exchange Commission (“SEC”) and includes the proxy statement / prospectus with respect to
the proposed business combination. The Registration Statement was declared effective on November 13, 2023. The proxy statement /
prospectus and other relevant documents were mailed to shareholders of Newcourt as of November 13, 2023, the record date established
for voting on the proposed business combination. Shareholders of Newcourt and other interested persons are advised to read the proxy statement
/ prospectus and any other relevant documents that have been filed or will be filed with the SEC, as well as any amendments or supplements
to these documents, carefully and in their entirety because they will contain important information about Newcourt, Psyence and the proposed
business combination and the other parties thereto. Shareholders will also be able to obtain copies of the Registration Statement and
the proxy statement / prospectus, without charge, by directing a written 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 informational purposes only and is not intended to and does not constitute, or form a 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, the other parties to the Business Combination Agreement, 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 intended closing of the proposed business combination, the meeting of
the closing conditions to the proposed business combination, the trading of Pubco securities on the Nasdaq and the execution of the clinical
trial within the context of palliative care. These forward looking statements are based on a number of assumptions, including the assumptions
that the closing conditions to the proposed business combination will be met, that Newcourt will obtain the necessary regulatory and shareholder
approvals to complete the proposed business combination and that there will be access to capital to execute on Psyence’s strategy
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 proposed
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, any further delays
in the proposed business combination due to additional amendments to the Business Combination Agreement; and Newcourt not raising the
investment 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
and Psyence make 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 completed
the 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 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
and Pubco 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 or other circumstances.
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.
Item 9.01 Financial
Statements and Exhibits.
| |
(d) |
Exhibits. The following exhibits are filed with this Form 8-K: |
SIGNATURE
Pursuant to the requirements
of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto
duly authorized.
Dated: January 16, 2024
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NEWCOURT ACQUISITION CORP |
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|
|
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By: |
/s/ Marc Balkin |
| |
|
Name: |
Marc Balkin |
| |
|
Title: |
Chief Executive Officer |
Exhibit 10.1
SECURITIES PURCHASE AGREEMENT
This Securities Purchase
Agreement (this “Agreement”) is dated as of January 15, 2024, between Psyence Biomedical Ltd., a corporation
existing under the laws of Ontario, Canada (the “Company”), Psyence Biomed II Corp., a corporation existing under
the laws of Ontario, Canada (“Psyence”), the funds, accounts, and/other investment vehicles managed by
[ ] signatory hereto (collectively, the “Purchaser” and collectively with the Company and Psyence, the
“Parties”), and Newcourt SPAC Sponsor LLC (“Sponsor”).
WHEREAS, the Company has entered
into that certain Amended and Restated Business Combination Agreement, dated as of July 31, 2023, (the “Business Combination
Agreement,” and the transactions contemplated thereby, the “Business Combination”) with Newcourt Acquisition
Corp. (the “SPAC”), Sponsor, Psyence Group Inc. (“Parent”), Psyence (Cayman) Merger Sub (“Merger
Sub”), Psyence Biomed Corp., and Psyence;
WHEREAS, the Purchaser shall,
at the First Tranche Closing, enter into a certain Call Option Agreement (the “Call Option Agreement”), with Tabula
Rasa Ltd (“Tabula Rasa”) and Launchpad Capital Opportunities Fund LP (Series SPAC) (“Launchpad”);
and
WHEREAS, in connection with
the Business Combination and immediately prior to the closing thereof, subject to the terms and conditions set forth in this Agreement
and pursuant to Section 4(a)(2) of the Securities Act of 1933, as amended (the “Securities Act”), and Rule 506
promulgated thereunder, the Company desires to issue and sell to the Purchaser, and the Purchaser desires to purchase from the Company,
securities of the Company as more fully described in this Agreement.
NOW, THEREFORE, IN CONSIDERATION
of the mutual covenants contained in this Agreement, and for other good and valuable consideration, the receipt and adequacy of which
are hereby acknowledged, the Company and the Purchaser agree as follows:
ARTICLE I
DEFINITIONS
1.1 Definitions. In
addition to the terms defined elsewhere in this Agreement: (a) capitalized terms that are not otherwise defined herein have the meanings
given to such terms in the Note (as defined herein), and (b) the following terms have the meanings set forth in this Section 1.1:
“Action”
shall have the meaning ascribed to such term in Section 3.1(j).
“Affiliate”
means, with respect to any Person, any other Person that, directly or indirectly through one or more intermediaries, controls or is controlled
by or is under common control with such Person, as such terms are used in and construed under Rule 405 under the Securities Act.
“Board
of Directors” means the board of directors of the Company.
“Business
Day” means any day except any Saturday, any Sunday, any day which is a federal legal holiday in the United States or any day
on which commercial banking institutions in the State of New York are authorized or required by law or other governmental action to close.
“Closing”
means each closing of the purchase and sale of the Securities pursuant to Section 2.1(a).
“Closing
Date” means for each of closing the purchase and sale of the Securities pursuant to Section 2.1(a), as applicable, the
Trading Day on which all of the Transaction Documents have been executed and delivered by the applicable parties thereto, and all conditions
precedent to the Company’s obligations to deliver the Securities to be issued and sold, in each case, have been satisfied or waived,
but in no event later than the second Trading Day following the date on which the Company gives notice to the Purchaser that all conditions
of such Closing have been met other than payment and delivery of the Closing deliverables required by this Agreement.
“Collateral”
has the meaning given to such term in the Security Agreement.
“Commission”
means the United States Securities and Exchange Commission.
“Common Shares” means the common shares of the
Company, and any other class of securities into which such securities may hereafter be reclassified or changed.
“Conversion
Price” shall have the meaning ascribed to such term in the Note.
“Daily Value
Traded” means, for any date, the VWAP times the number of traded as reported by Bloomberg L.P. (based on a Trading Day from 9:30
am (New York City time) to 4:02 p.m. (New York City time). If the Common Shares are not then listed of quoted for trading on any
Trading Market then the Daily Value Traded shall be zero.
“Disclosure
Schedules” shall have the meaning ascribed to such term in Section 3.1.
“Environmental
Laws” shall have the meaning ascribed to such term in Section 3.1(m).
“Exchange
Act” means the Securities Exchange Act of 1934, as amended, and the rules and regulations promulgated thereunder.
“Exempt
Issuance” means the issuance of securities upon the exercise or exchange of or conversion of any Securities issued hereunder
and/or other securities exercisable or exchangeable for or convertible into Common Shares issued and outstanding on the date of this Agreement
(without regard to any vesting requirements), including warrants of the SPAC.
“First
Tranche Closing” shall have the meaning ascribed to such term in Section 2.1(a).
“First
Tranche Note” means up to $3,125,000 in principal Note issuable upon the First Tranche Closing.
“Fourth
Tranche Closing” shall have the meaning ascribed to such term in Section 2.1(a).
“Fourth
Tranche Note” means up to $3,125,000 in principal Note issuable upon the Fourth Tranche Closing, which can be purchased at the
Purchaser’s discretion.
“Hazardous
Materials” shall have the meaning ascribed to such term in Section 3.1(m).
“Intellectual
Property Rights” shall have the meaning ascribed to such term in Section 3.1(p).
“Indebtedness”
means: (a) all obligations for borrowed money; (b) all obligations evidenced by bonds, debentures, notes, or other similar instruments
and all reimbursement or other obligations in respect of letters of credit, bankers acceptances, current swap agreements, interest rate
hedging agreements, interest rate swaps, or other financial products; (c) all obligations or liabilities secured by a lien or encumbrance
on any asset of the Company, irrespective of whether such obligation or liability is assumed; and (d) any obligation guaranteeing
or intended to guarantee (whether directly or indirectly guaranteed, endorsed, co-made, discounted or sold with recourse) any of the foregoing
obligations of any other person.
“Legend
Removal Date” shall have the meaning ascribed to such term in Section 4.1(c).
“Lien”
means a lien, charge, pledge, security interest, encumbrance, right of first refusal, preemptive right or other restriction.
“Market
Value Traded” means two times the median of the Daily Value Traded of the Common Shares traded during the prior Thirty (30)
Trading Days.
“Material
Adverse Effect” shall have the meaning assigned to such term in Section 3.1(b).
“Material
Permits” shall have the meaning ascribed to such term in Section 3.1(n).
“Note
or Notes” means, as applicable, the First Tranche Note and/or the Second Tranche Note or any Third Tranche Note or Fourth
Tranche Note, if any, in the form of Exhibit A attached hereto.
“Person” means an individual or corporation, partnership,
trust, incorporated or unincorporated association, joint venture, limited liability company, joint stock company, government (or an agency
or subdivision thereof) or other entity of any kind.
“Proceeding”
means an action, claim, suit, investigation or proceeding (including, without limitation, an informal investigation or partial proceeding,
such as a deposition), whether commenced or threatened.
“Purchaser
Party” shall have the meaning ascribed to such term in Section 4.5.
“Registration
Rights Agreement” means the Registration Rights Agreement, to be dated the date of the First Tranche Closing, between the Company
and the Purchaser, in the form of Exhibit B attached hereto.
“Registration
Statement” means a registration statement meeting the requirements set forth in the Registration Rights Agreement and covering
the resale of the Underlying Shares by the Purchaser as provided for in the Registration Rights Agreement.
“Required
Approvals” shall have the meaning ascribed to such term in Section 3.1(e).
“Required
Minimum” means, as of any date, the maximum aggregate number of Common Shares then issued or potentially issuable in the future
pursuant to the Transaction Documents, including any Underlying Shares issuable upon conversion in full of all Notes, ignoring any conversion
limits set forth therein.
“Rule 144”
means Rule 144 promulgated by the Commission pursuant to the Securities Act, as such Rule may be amended from time to time,
or any similar rule or regulation hereafter adopted by the Commission having substantially the same effect as such Rule.
“SEC Reports”
means the reports, schedules, forms, statements and other documents filed by the Company or the SPAC under the Securities Act and the
Exchange Act, including pursuant to Section 13(a) or 15(d) thereof, for the two years preceding the date hereof (or such
shorter period as the Company or the SPAC was required by law or regulation to file such material), including the exhibits thereto and
documents incorporated by reference therein.
“Second
Tranche Closing” shall have the meaning ascribed to such term in Section 2.1(a).
“Second
Tranche Note” means up to $3,125,000 in principal Note issuable upon the Second Tranche Closing.
“Securities”
means the Notes, the Underlying Shares, and the Structuring Shares.
“Securities
Act” means the Securities Act of 1933, as amended, and the rules and regulations promulgated thereunder.
“Security
Agreement” means that certain Security Agreement, dated as of the First Tranche Closing by and between the Company and Purchaser.
“Subscription
Amount” means the aggregate amount to be paid for each Note purchased hereunder as specified below in Section 2.1(b), in
United States dollars and in immediately available funds.
“Third
Tranche Closing” shall have the meaning ascribed to such term in Section 2.1(a).
“Third
Tranche Note” means up to $3,125,000 in principal Note issuable upon the Third Tranche Closing, which can be purchased at the
Purchaser’s discretion.
“Trading
Day” means a day on which the principal Trading Market is open for trading.
“Trading Market” means any of the following markets
or exchanges on which the Common Shares are listed or quoted for trading on the date in question: the NYSE American, the Nasdaq Capital
Market, the Nasdaq Global Market, the Nasdaq Global Select Market, or the New York Stock Exchange (or any successors to any of the foregoing).
“Transactions”
mean the transactions contemplated by the Transaction Documents.
“Transaction
Documents” means this Agreement, the Note, the Registration Rights Agreement, the Security Agreement and all exhibits and schedules
thereto and hereto.
“Transfer
Agent” means Continental Stock Transfer & Trust Company, the current transfer agent of the Company, and any successor
transfer agent of the Company.
“Underlying
Shares” means the Common Shares issued and issuable pursuant to the terms of the Notes, without respect to any limitation or
restriction on the conversion of the Note.
“Variable
Rate Transaction” means any transaction entered into by the Company, including any (i) equity line, an at-the-market or
similar agreement for an at-the-market offering, or similar agreement, (ii) issuance, or agreement to issue, any capital stock, floating
or variable priced equity linked instruments or any other Indebtedness or equity security, in any case with price reset rights including
protection against lower priced issuances or adjustments in the event of such issuances (not including adjustments for stock splits, distributions,
dividends, recapitalizations and the like).
“VWAP”
means, for any date, the price determined by the first of the following clauses that applies: (a) if the Common Shares are then listed
or quoted on a Trading Market, the daily volume weighted average price of the Common Shares for such date (or the nearest preceding date)
on the Trading Market on which the Common Shares are then listed or quoted as reported by Bloomberg L.P. (based on a Trading Day from
9:30 a.m. (New York City time) to 4:02 p.m. (New York City time); provided, however, that if the Common Shares are then listed
or quoted on more than one Trading Market, then the Trading Market for purposes of any calculations to be made pursuant to the terms of
this Note shall be the Trading Market selected by the Purchaser in its sole discretion), (b) if OTCQB or OTCQX is not a Trading Market,
the volume weighted average price of the Common Shares for such date (or the nearest preceding date) on OTCQB or OTCQX, as applicable,
(c) if the Common Shares are not then listed or quoted for trading on OTCQB or OTCQX and if prices for the Common Shares are then
reported in the “Pink Sheets” published by OTC Markets Group, Inc. (or a similar organization or agency succeeding to
its functions of reporting prices), the most recent bid price per share of the Common Shares so reported, or (d) in all other cases,
the fair market value of a Common Share as determined by an independent appraiser selected in good faith by the Purchaser of a majority
in interest of the Securities then outstanding and reasonably acceptable to the Company, the reasonable fees and expenses of which shall
be paid by the Company.
ARTICLE II
PURCHASE AND SALE
2.1 Closing.
(a) Closing.
The First Tranche Closing shall take place remotely via the exchange of documents and signatures immediately prior to the consummation
of the Business Combination or at such other time and place as the Company and the Purchaser mutually agree upon orally or in writing
(the closing for which is designated as the “First Tranche Closing”). The Second Tranche Closing shall take place remotely
via the exchange of documents and signatures substantially concurrently with, and contingent upon, the effectiveness of the Registration
Statement or at such other time and place as the Company and the Purchaser mutually agree upon orally or in writing (the closing for which
is designated as the “Second Tranche Closing”). The Purchaser shall have the option, but not the obligation, to determine
whether to effect a subsequent closing for the Third Tranche Note or Fourth Tranche Note. At its sole election, on or before the 30th
day following the last portion of the Second Tranche Closing, the Purchaser may issue a commitment letter to the Company evidencing its
binding commitment to fund Subscription Amounts for the Third Tranche Note. Any Third Tranche Closing may take place remotely via the
exchange of documents and signatures on the later of (i) ten (10) days after the delivery of such commitment letter and (ii) the
effectiveness of the Registration Statement registering the Underlying Shares for the Third Tranche Note or at such other time and place
as the Company and the Purchaser mutually agree upon orally or in writing (the closing for which is designated as the “Third
Tranche Closing”). At its sole election, on or before the 90th day following the last portion of the Second Tranche Closing,
the Purchaser may issue a commitment letter to the Company evidencing its binding commitment to fund Subscription Amounts for the Fourth
Tranche Note. Any Fourth Tranche Closing may take place remotely via the exchange of documents and signatures on the later of (i) ten
(10) days after the delivery of such commitment letter and (ii) the effectiveness of the Registration Statement registering
the Underlying Shares for the Fourth Tranche Note or at such other time and place as the Company and the Purchaser mutually agree upon
orally or in writing (the closing for which is designated as the “Fourth Tranche Closing”) ( each a “Closing”
and together, the “Closings”).
(b) Sale
of Note. At the Closings, subject to the terms and conditions set forth herein, the Company agrees to sell, and the Purchaser agrees
to purchase, the Notes for the aggregate amount of up to $10,000,000, in the individual amount set forth on Schedule I. The First Tranche
Note shall be a total of $3,125,000 of principal in exchange for a total of $2,500,000 in Subscription Amounts. The Second Tranche Note
shall be a total of $3,125,000 of principal in exchange for a total of $2,500,000 in Subscription Amounts; provided, however, that, in
the event that the Market Value Traded as of the Second Tranche Closing is less than the full Subscription Amount of the Second Tranche
Note, (A) Purchaser shall invest an amount equal to the Market Value Traded as of the Second Tranche Closing and (B) on the
later of (i) each subsequent 30 day anniversary of the Second Tranche Closing or (ii) the effectiveness of the Registration
Statement registering the Underlying Shares for such portion of the Second Tranche Note, Purchaser shall invest an amount equal to the
Market Value Traded as of such date, until the Second Tranche Note is funded in full. Purchaser shall not be required to invest the Subscription
Amounts with respect to any portion of the Second Tranche Note(s) if (A) the Company has received a deficiency notice from Nasdaq
or any national exchange, (B) the Company or Purchaser is aware of circumstances which would lead to the issuance of a deficiency
notice from Nasdaq or any national exchange, (C) a stop order or suspension of trading shall have been imposed by the SEC, Nasdaq
or any other governmental or regulatory body with respect to public trading in the Common Shares of the Company, or (D) the Company
has not filed all required reports under section 13 or 15(d) of the Exchange Act, as applicable, and submitted electronically every
interactive data file during the prior 12 months (or for such shorter period that the Company was required to file such reports); provided
that, the Purchaser shall promptly fund Subscription Amounts for the Second Tranche Note(s) (in an amount equal to the Market Value
Traded as set forth above) in the event that the circumstances set forth in any of (A)-(D) have been cured within sixty (60) days
of the effectiveness of the Registration Statement. The Third Tranche Note, if any, shall be a total of $3,125,000 of principal in exchange
for a total of $2,500,000 in Subscription Amounts. The Fourth Tranche Note, if any, shall be a total of $3,125,000 of principal in exchange
for a total of $2,500,000 in Subscription Amounts.
(c) Closing
Procedures. With respect to the First Tranche Closing only, two business days prior to the First Tranche Closing, the Purchaser shall
deliver into that escrow account (the “Escrow Account”) established by Continental Stock Transfer & Trust
Company (the “Escrow Agent”) via wire transfer, the Subscription Amount in immediately available funds; the wire instructions
for the aforementioned escrow account are set forth on Exhibit C. Upon the First Tranche Closing, the Subscription Amount
for the First Tranche Closing will be released from the Escrow Account. The terms of the Notes delivered at each subsequent Closing shall
be substantially similar to the terms set forth in the First Tranche Note except that (i) the Initial Conversion Price on the first
Trading Day after the Closing with respect to such Note shall be equal to the existing Conversion Price for the First Tranche Note as
of such date, (ii) the initial Conversion Floor for such Note shall be equal the Conversion Floor for the First Tranche Note as of
such date. Upon each subsequent Closing, the Company shall deliver to the Purchaser the relevant Note, and the Company and the Purchaser
shall deliver the other items set forth in Section 2.2 that are deliverable at the Closing. Upon satisfaction of the covenants and
conditions set forth in Sections 2.2 and 2.3, each Closing shall occur by electronic exchange of documents and wiring of the Subscription
Amounts by the Purchaser.
(d) Structuring
Fee. Sponsor shall, prior to the First Tranche Closing, transfer an aggregate of Three Million Common Shares of the SPAC (the “Transferred
Shares”), One Million Three Hundred Thousand of which Transferred Shares will be transferred to the Purchaser (in the individual
amounts as designated by the Purchaser), as a portion of the of the structuring fee payable to the Purchaser with respect to the transactions
contemplated in this Agreement, One Million Three Hundred Thousand of which Transferred Shares will be transferred to Tabula Rasa and
Four Hundred Thousand of which Transferred Shares will be transferred to Launchpad. The Transferred Shares will automatically convert
into Common Shares of the Company upon consummation of the Business Combination. Following the First Tranche Closing, instructions will
be delivered to the Transfer Agent to electronically transfer to the account of the Purchaser (a) One Million Three Hundred Thousand
of the Transferred Shares from Tabula Rasa and (b) Four Hundred Thousand of the Transferred Shares from Launchpad, which One Million
Seven Hundred Thousand Transferred Shares shall be delivered to the account of the Purchaser no later than two (2) business days
after the request of the Purchaser pursuant to the terms set forth in the Call Option Agreement. These additional Transferred Shares will
represent the remaining portion of the structuring fee payable to the Purchaser and collectively with the One Million Three Hundred Thousand
Transferred Shares previously delivered to the Purchaser shall be referred to as the “Structuring Shares.” Upon delivery to
the Purchaser, the Structuring Shares will be (i) validly issued, (ii) fully paid and non-assessable, (ii) fully registered,
(iii) free of all liens and encumbrances, (iv) free of pre-emptive and similar rights, and (v) freely tradeable without
restriction.
(e) Beneficial
Ownership Limitation. Notwithstanding any other provisions hereof, the Purchaser shall not have the right to acquire the full amount
of the Structuring Shares hereunder and the Purchaser shall not be entitled to take delivery of Structuring Shares hereunder (in each
case, whether in connection with the First Tranche Closing, Second Tranche Closing or otherwise) to the extent (but only to the extent)
that, after receipt of the contemplated amount of Structuring Shares to be delivered hereunder the number of Common Shares owned by the
Purchaser (including any Common Shares owned by the Purchaser upon conversion of the Notes) would exceed the Beneficial Ownership Limitation.
Any purported delivery hereunder shall be void and have no effect to the extent (but only to the extent) that, after such delivery, the
amount of Common Shares owned by the Purchaser would exceed the Beneficial Ownership Limitation. If any delivery owed to the Purchaser
hereunder is not made, in whole or in part, as a result of this provision, the Company’s obligation to make such delivery shall
not be extinguished and the Company shall make such delivery as promptly as practicable after, but in no event later than one Trading
Day after, the Purchaser gives notice to the Company that, after such delivery, the Common Shares owned by the Purchaser would not exceed
the Beneficial Ownership Limitation. The “Beneficial Ownership Limitation” shall be 9.9% of the number of the Common
Shares outstanding immediately after giving effect to delivery of the portion of the Structuring Shares contemplated hereunder. Beneficial
ownership shall be calculated in accordance with Section 13(d) of the Exchange Act and the rules and regulations promulgated
thereunder.
2.2 Deliveries.
(a) On or prior
to each Closing Date, the Company shall deliver or cause to be delivered to the Purchaser the following:
(i) with respect
to the First Tranche Closing only, this Agreement, duly executed by the Company;
(ii) the Note,
registered in the name of the Purchaser;
(iii) with respect
to the First Tranche Closing only, the Security Agreement, duly executed by the Company;
(iv) in the case
of the First Tranche Closing, the Registration Rights Agreement, duly executed by the Company;
(v) in the case
of the First Tranche Closing, the Lockup Agreement which has been duly executed by the parties thereto;
(vi) in the case
of the First Tranche Closing, the Call Option Agreement which has been duly executed by each of Tabula Rasa and Launchpad;
(vii) in the
case of the First Tranche Closing, One Million Three Hundred Thousand (1,300,000) of the Structuring Shares or such other amount which
complies with the Beneficial Ownership Limitation (delivered via DWAC transfer to the account of the Purchaser); and
(viii) a duly
certified copy of a resolution or resolutions of the board of directors of the Company relating to the authority of the Company to execute
and deliver and perform its obligations under the Transaction Documents and all other instruments, agreements, certificates and other
documents provided for or contemplated by the said Transaction Documents and the manner in which and by whom the foregoing documents are
to be executed and delivered, certified by a senior officer of the relevant entity.
(b) On or prior to each Closing Date, the Purchaser shall deliver
or cause to be delivered to the Company the following:
(i) with respect
to the First Tranche Closing only, this Agreement duly executed by the Purchaser;
(ii) the Purchaser’s
Subscription Amount by wire transfer in accordance with the wire instructions specified on Exhibit C;
(iii) in the
case of the First Tranche Closing, the Registration Rights Agreement duly executed by the Purchaser; and
(iv) in the case
of the First Tranche Closing, the Call Option Agreement which has been duly executed by the Purchaser.
2.3 Closing Conditions.
(a) The obligations
of the Company hereunder in connection with each Closing are subject to the following conditions being met or waived in writing by the
Company:
(i) the accuracy
in all material respects (or, to the extent representations or warranties are qualified by materiality or Material Adverse Effect, in
all respects) when made and on the Closing Date of the representations and warranties of the Purchaser contained herein (unless as of
a specific date therein, in which case they shall be accurate as of such date);
(ii) all obligations,
covenants and agreements of the Purchaser required to be performed at or prior to the Closing Date shall have been performed in all material
respects; and
(iii) the delivery
by the Purchaser of the items set forth in Section 2.2(b) of this Agreement.
(b) The obligations
of the Purchaser hereunder in connection with each Closing are subject to the following conditions being met or waived in writing by the
Purchaser:
(i) the accuracy
in all material respects (or, to the extent representations or warranties are qualified by materiality or Material Adverse Effect, in
all respects) when made and on the Closing Date of the representations and warranties of the Company contained herein (unless as of a
specific date therein, in which case they shall be accurate as of such date);
(ii) all obligations,
covenants and agreements of the Company required to be performed at or prior to the Closing Date shall have been performed in all material
respects;
(iii) the delivery
by the Company of the items set forth in Section 2.2(a) of this Agreement;
(iv) with respect
to the First Tranche Closing only, all conditions precedent to the closing of the Business Combination set forth in the Business Combination
Agreement shall have been satisfied (as determined solely by the parties to the Business Combination Agreement, and other than those conditions
which, by their nature, are to be satisfied at the closing of the Business Combination, including to the extent that any such condition
is waived by the party entitled to the benefit thereof under the Business Combination Agreement, and the closing of the Business Combination
shall be scheduled to occur immediately following the Closing of the First Tranche Note) and shall close on such scheduled date, unless
otherwise mutually agreed, in writing, by the Parties;
(v) the Company
shall have filed with the Nasdaq an application for the listing of the Common Shares and the Common Shares shall have been approved for
listing on Nasdaq, subject to official notice of issuance;
(vi) there shall
have been no Material Adverse Effect with respect to the Company or Psyence since the date hereof;
(vii) the Business
Combination Agreement shall not have been amended, in any manner which is adverse to the rights of the Purchaser hereunder, without the
prior written consent of the Purchaser;
(viii) the SPAC
shall not have permitted reversals of redemption requests if such reversals would cause in excess of 220,864 Class A ordinary shares,
or such other number of Class A ordinary shares as may be agreed by the Parties in writing, to remain outstanding after giving effect
to the redemption; and
(ix) Sponsor
and Parent, shall have entered into a lock-up agreement, in the form attached as Exhibit D, pursuant to which, Sponsor and
Parent have agreed not to offer, pledge, sell, contract to sell, grant, lend, or otherwise transfer or dispose of, directly or indirectly,
any Common Shares or any securities convertible into or exercisable or exchangeable for Common Shares (the “Lock-Up Securities”),
whether currently owned or acquired later by Sponsor or Parent, or 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 Lock-Up Securities until one hundred eighty (180) days following
the First Tranche Closing, or such later date pursuant to the terms set forth herein.
ARTICLE III
REPRESENTATIONS AND WARRANTIES
3.1 Representations and
Warranties of the Company and Psyence. Except as set forth in (i) the SEC Reports and (ii) the disclosure schedules of the
Company and Psyence (the “Disclosure Schedules”), which Disclosure Schedules shall be deemed a part hereof and shall
qualify any representation or otherwise made herein to the extent of the disclosure contained in the corresponding section of the Disclosure
Schedules, and any other section hereof to the extent that it is readily apparent from a reading of such disclosure that is also qualifies
or applies to such other sections, the Company and Psyence hereby, individually and severally and not jointly with the other party, make
the following representations and warranties to the Purchaser as of the Initial Closing and as of each subsequent Closing:
(a) Subsidiaries.
All of the direct and indirect subsidiaries of the Company and Psyence, respectively, are set forth on Schedule 3.1(a). The Company
and Psyence own, directly or indirectly, all of the capital stock or other equity interests of each of their respective subsidiaries free
and clear of any Liens, and all of the issued and outstanding shares of capital stock of each subsidiary are validly issued and are fully
paid, non-assessable and free of pre-emptive and similar rights to subscribe for or purchase securities.
(b) Organization
and Qualification. Each of the Company, Psyence and each of their respective subsidiaries is an entity duly incorporated or otherwise
organized, validly existing and in good standing under the laws of the jurisdiction of its incorporation or organization (if a good standing
concept exists for such form of entity in such jurisdiction), with the requisite power and authority to own and use its properties and
assets and to carry on its business as currently conducted. Neither the Company, Psyence nor any of their respective subsidiaries is in
violation nor default of any of the provisions of its respective certificate or articles of incorporation, bylaws or other organizational
or charter documents. Each of the Company, Psyence and their respective subsidiaries is duly qualified to conduct business and is in good
standing as a foreign corporation or other entity in each jurisdiction in which the nature of the business conducted or property they
owned make such qualification necessary, except where the failure to be so qualified or in good standing, as the case may be, could not
have or reasonably be expected to result in: (i) a material adverse effect on the legality, validity or enforceability of any Transaction
Document, (ii) a material adverse effect on the results of operations, assets, business, prospects or condition (financial or otherwise)
of the Company, Psyence and their respective subsidiaries, taken as a whole, or (iii) a material adverse effect on either of the
Company’s or Psyence’s ability to perform in any material respect on a timely basis their respective obligations under any
Transaction Document (any of (i), (ii) or (iii), a “Material Adverse Effect”) and no Proceeding has been instituted
in any such jurisdiction revoking, limiting or curtailing or seeking to revoke, limit or curtail such power and authority or qualification.
(c) Authorization;
Enforcement. The Company and Psyence each have the requisite corporate power and authority to enter into and to consummate the transactions
contemplated by this Agreement and each of the other Transaction Documents, as applicable, and otherwise to carry out their respective
obligations hereunder and thereunder. The execution and delivery of this Agreement and each of the other Transaction Documents, as applicable,
by the Company and Psyence and the consummation of the transactions contemplated hereby and thereby have been duly authorized by all necessary
action on the part of the Company and Psyence, and no further action is required by the Company or Psyence, the Board of Directors or
the Company’s or Psyence’s shareholders in connection herewith or therewith other than in connection with the Required Approvals.
This Agreement and each other Transaction Document to which the Company and Psyence is a party, as applicable, has been (or upon delivery
will have been) duly executed by the Company and Psyence and, when delivered in accordance with the terms hereof and thereof, will constitute
the valid and binding obligation of the Company and Psyence enforceable against the Company and Psyence in accordance with its terms,
except (i) as limited by general equitable principles and applicable bankruptcy, insolvency, reorganization, moratorium and other
laws of general application affecting enforcement of creditors’ rights generally, (ii) as limited by laws relating to the availability
of specific performance, injunctive relief or other equitable remedies and (iii) insofar as indemnification and contribution provisions
may be limited by applicable law.
(d) No Conflicts.
The execution, delivery and performance by the Company and Psyence of this Agreement and the other Transaction Documents to which they
are a party, as applicable, the issuance and sale of the Securities and the consummation by the Company of the transactions contemplated
hereby and thereby do not and will not: (i) conflict with or violate any provision of the Company’s, Psyence’s or any
of their respective subsidiary’s certificate or articles of incorporation, bylaws or other organizational or charter documents,
(ii) conflict with, or constitute a default (or an event that with notice or lapse of time or both would become a default) under,
result in the creation of any Lien upon any of the properties or assets of the Company, Psyence or any of their respective subsidiaries,
or give to others any rights of termination, amendment, acceleration or cancellation (with or without notice, lapse of time or both) of,
any agreement, credit facility, debt or other instrument (evidencing a Company, Psyence or subsidiary debt or otherwise) or other understanding
to which the Company, Psyence or any of their respective subsidiaries is a party or by which any property or asset of the Company, Psyence
or any of their respective subsidiaries is bound or affected, or (iii) subject to the Required Approvals, conflict with or result
in a violation of any law, rule, regulation, order, judgment, injunction, decree or other restriction of any court or governmental authority
to which the Company, Psyence or any of their respective subsidiaries is subject (including federal, state, and provincial securities
laws and regulations), or by which any property or asset of the Company, Psyence or any of their respective subsidiaries is bound or affected;
except in the case of each of clauses (ii) and (iii), such as could not have or reasonably be expected to result in a Material Adverse
Effect.
(e) Filings,
Consents and Approvals. Neither the Company nor Psyence is required to obtain any consent, waiver, authorization or order of, give
any notice to, or make any filing or registration with, any court or other federal, state, local, provincial, or other governmental authority
or other Person in connection with the execution, delivery and performance by the Company and Psyence of the Transaction Documents, other
than, as applicable: (i) the filings required pursuant to Section 4.7 of this Agreement, (ii) the filing with the Commission
pursuant to the Registration Rights Agreement, (iii) the filing of Form D with the Commission and such filings as are required
to be made under applicable state securities laws, and (iv) the filing of a Form 72-503F – Report of Distributions Outside
of Canada with the Ontario Securities Commission (collectively, the “Required Approvals”).
(f) Issuance
of the Securities. Following consummation of the Business Combination, the Securities will be duly authorized and, when issued and
paid for in accordance with the applicable Transaction Documents, will be duly and validly issued, fully paid and nonassessable, free
and clear of all Liens imposed by the Company other than restrictions on transfer provided for in the Transaction Documents. The Underlying
Shares, when issued in accordance with the terms of the Transaction Documents, will be validly issued, fully paid and nonassessable, free
and clear of all Liens imposed by the Company other than restrictions on transfer provided for in the Transaction Documents. Following
consummation of the Business Combination, the Company shall have reserved from its duly authorized capital stock a number of Common Shares
for issuance of the Underlying Shares at least equal to the Required Minimum on the date hereof.
(g) Capitalization.
The capitalizations of the Company and Psyence as of the date hereof are as set forth on Schedule 3.1(g), which Schedule 3.1(g) shall
also include the number of Common Shares owned beneficially, and of record, by Affiliates of the Company and Psyence as of the date hereof.
Upon the closing of the Business Combination, Psyence will be a wholly owned Subsidiary of the Company. No Person has any right of first
refusal, preemptive right, right of participation, or any similar right to participate in the transactions contemplated by the Transaction
Documents. Except as a result of the purchase and sale of the Securities or as set forth on Schedule 3.1(g), there are no outstanding
options, warrants, scrip rights to subscribe to, calls or commitments of any character whatsoever relating to, or securities, rights or
obligations convertible into or exercisable or exchangeable for, or giving any Person any right to subscribe for or acquire any Common
Shares or the capital stock of any subsidiary of the Company or Psyence, or contracts, commitments, understandings or arrangements by
which the Company, Psyence or any of their respective subsidiaries is or may become bound to issue additional Common Shares or Common
Shares equivalents or capital stock of any subsidiary. The issuance and sale of the Securities will not obligate the Company, Psyence
or any of their respective subsidiaries to Common Shares or other securities to any Person (other than the Purchaser) and will not result
in a right of any holder of Company securities or Psyence securities to adjust the exercise, conversion, exchange or reset price under
any of such securities. There are no outstanding securities or instruments of the Company, Psyence or any of their respective subsidiaries
that contain any redemption or similar provisions, and there are no contracts, commitments, understandings or arrangements by which the
Company, Psyence or any of their respective subsidiaries is or may become bound to redeem a security of the Company, Psyence or such subsidiary.
Neither the Company nor Psyence has any stock appreciation rights or “phantom stock” plans or agreements or any similar plan
or agreement. All of the outstanding shares of capital stock of the Company and Psyence are duly authorized, validly issued, fully paid
and nonassessable, have been issued in compliance with all federal, state, and provincial securities laws, and none of such outstanding
shares was issued in violation of any preemptive rights or similar rights to subscribe for or purchase securities. No further approval
or authorization of any stockholder, the Board of Directors of the Company or Psyence, Nasdaq or others is required for the issuance and
sale of the Securities. Other than agreements that shall terminate, in accordance with their terms, at the closing of the Business Combination,
there are no shareholders agreements, voting agreements or other similar agreements with respect to the Company’s or Psyence’s
capital stock to which the Company is a party or, to the knowledge of the Company or Psyence, between or among any of the Company’s
shareholders or Psyence’s shareholders, as applicable.
(h) The financial
statements set forth on Schedule 3.1(h) fairly present in all material respects the financial condition and operating results
of the Company and Psyence as of the dates, and for the periods, indicated therein. Except for the liabilities as set forth in such financial
statements, neither the Company nor Psyence has any material liabilities or obligations, contingent or otherwise. The financial statements
fairly present the consolidated financial position of the Company and Psyence in accordance with GAAP.
(i) Material
Changes; Undisclosed Events, Liabilities or Developments. Since the date of the latest audited financial statements included within
the SEC Reports, except as specifically disclosed in a subsequent SEC Report filed prior to the date hereof, or as set forth on Schedule
3.1(i), (i) there has been no event, occurrence or development that has had or that could reasonably be expected to result in
a Material Adverse Effect, (ii) neither the Company nor Psyence has incurred any liabilities (contingent or otherwise) other than
(A) liabilities and obligations incurred in the ordinary course of business consistent with past practice, (B) liabilities not
required to be reflected in their respective financial statements pursuant to GAAP or disclosed in filings made with the Commission, and
(C) liabilities that are executory obligations arising under contracts to which Psyence or the Company is a party, (iii) neither
the Company nor Psyence has altered its method of accounting, (iv) neither the Company nor Psyence has declared or made any dividend
or distribution of cash or other property to their respective shareholders or purchased, redeemed or made any agreements to purchase or
redeem any shares of their capital stock and (v) neither the Company nor Psyence has issued any equity securities to any officer,
director or Affiliate, except pursuant to existing the Company or Psyence stock option plans.
(j) Litigation.
Except as disclosed in Schedule 3.1(j), there is no action, suit, inquiry, notice of violation, proceeding or investigation pending
or, to the knowledge of the Company or Psyence, as applicable, threatened against or affecting the Company or Psyence, any subsidiary
or any of their respective properties before or by any court, arbitrator, governmental or administrative agency or regulatory authority
(federal, state, county, local or foreign) (collectively, an “Action”) which (i) adversely affects or challenges
the legality, validity or enforceability of any of the Transaction Documents or the Securities or (ii) could, if there were an unfavourable
decision, have or reasonably be expected to result in a Material Adverse Effect. Neither the Company, Psyence nor any of their respective
subsidiaries, nor any director or officer thereof, is or has been the subject of any Action involving a claim of violation of or liability
under federal, state, or provincial securities laws or a claim of breach of fiduciary duty.
(k) Labor
Relations. No labor dispute exists or, to the knowledge of the Company or Psyence, is imminent with respect to any of the employees
of the Company or Psyence, which could reasonably be expected to result in a Material Adverse Effect. None of the Company’s, Psyence’s
or any of their respective subsidiaries’ employees are a member of a union that relates to such employee’s relationship with
the Company, Psyence or such subsidiary, and neither the Company, Psyence nor any of their respective subsidiaries are a party to a collective
bargaining agreement, and the Company, Psyence and their respective subsidiaries believe that their relationships with their employees
are good. To the knowledge of the Company and Psyence, no executive officer of the Company, Psyence or any of their respective subsidiaries,
is, or is now expected to be, in violation of any material term of any employment contract, confidentiality, disclosure or proprietary
information agreement or non-competition agreement, or any other contract or agreement or any restrictive covenant in favour of any third
party, and the continued employment of each such executive officer does not subject the Company or Psyence or any of their respective
subsidiaries to any liability with respect to any of the foregoing matters. The Company, Psyence and their respective subsidiaries are
in compliance with all federal, state, provincial, local and foreign laws and regulations relating to employment and employment practices,
terms and conditions of employment and wages and hours, except where the failure to be in compliance could not, individually or in the
aggregate, reasonably be expected to have a Material Adverse Effect.
(l) Compliance.
Neither the Company, Psyence nor any of their respective subsidiaries: (i) is in default under or in violation of (and no event has
occurred that has not been waived that, with notice or lapse of time or both, would result in a default by the Company, Psyence or any
of their subsidiaries under), nor have the Company, Psyence or any of their respective subsidiaries received notice of a claim that it
is in default under or that it is in violation of, any indenture, loan or credit agreement or any other agreement or instrument to which
it is a party or by which it or any of its properties is bound (whether or not such default or violation has been waived), (ii) is
in violation of any judgment, decree or order of any court, arbitrator or other governmental authority or (iii) is or has been in
violation of any statute, rule, ordinance or regulation of any governmental authority, including without limitation all foreign, federal,
state, provincial, and local laws relating to taxes, environmental protection, occupational health and safety, product quality and safety
and employment and labor matters, except in each case as could not have or reasonably be expected to result in a Material Adverse Effect.
(m) Environmental
Laws. The Company, Psyence and each of their respective subsidiaries (i) are in compliance with all federal, state, provincial,
local and foreign laws relating to pollution or protection of human health or the environment (including ambient air, surface water, groundwater,
land surface or subsurface strata), including laws relating to emissions, discharges, releases or threatened releases of chemicals, pollutants,
contaminants, or toxic or hazardous substances or wastes (collectively, “Hazardous Materials”) into the environment,
or otherwise relating to the manufacture, processing, distribution, use, treatment, storage, disposal, transport or handling of Hazardous
Materials, as well as all authorizations, codes, decrees, demands, or demand letters, injunctions, judgments, licenses, notices or notice
letters, orders, permits, plans or regulations, issued, entered, promulgated or approved thereunder (“Environmental Laws”);
(ii) have received all permits licenses or other approvals required of them under applicable Environmental Laws to conduct their
respective businesses; and (iii) are in compliance with all terms and conditions of any such permit, license or approval where in
each clause (i), (ii) and (iii), the failure to so comply could be reasonably expected to have, individually or in the aggregate,
a Material Adverse Effect.
(n) Regulatory
Permits. The Company, Psyence and each of their respective subsidiaries possess all certificates, authorizations and permits issued
by the appropriate federal, state, provincial, local or foreign regulatory authorities necessary to conduct their respective businesses,
except where the failure to possess such permits could not reasonably be expected to result in a Material Adverse Effect (“Material
Permits”), and neither the Company, Psyence nor any of their respective subsidiaries has received any notice of proceedings
relating to the revocation or modification of any Material Permit.
(o) Title
to Assets. The Company, Psyence and their respective subsidiaries have good and marketable title in fee simple to all real property
owned by them and good and marketable title in all personal property owned by them that is material to the business of the Company, Psyence
and their respective subsidiaries, in each case free and clear of all Liens, except for (i) Liens as do not materially affect the
value of such property and do not materially interfere with the use made and proposed to be made of such property by the Company, Psyence
and their respective subsidiaries and (ii) Liens for the payment of federal, state or other taxes, for which appropriate reserves
have been made therefor in accordance with GAAP and, the payment of which is neither delinquent nor subject to penalties. Any real property
and facilities held under lease by the Company, Psyence and their respective subsidiaries are held by them under valid, subsisting and
enforceable leases with which the Company, Psyence and their respective subsidiaries are in compliance.
(p) Intellectual
Property. The Company, Psyence and their respective subsidiaries have, or have rights to use, all intellectual property rights and
similar rights necessary or required for use in connection with their respective businesses which the failure to so have could have a
Material Adverse Effect (collectively, the “Intellectual Property Rights”). None of, and neither the Company, Psyence
nor any of their respective subsidiaries has received a notice (written or otherwise) that any of, the Intellectual Property Rights has
expired, terminated or been abandoned, or is expected to expire or terminate or be abandoned, within two (2) years from the date
of this Agreement. Neither the Company, Psyence nor any of their respective subsidiaries has received a written notice of a claim or otherwise
has any knowledge that the Intellectual Property Rights violate or infringe upon the rights of any Person, except as could not have or
reasonably be expected to not have a Material Adverse Effect. To the knowledge of the Company and Psyence, all such Intellectual Property
Rights are enforceable and there is no existing infringement by another Person of any of the Intellectual Property Rights. The Company,
Psyence and their respective subsidiaries have taken reasonable security measures to protect the secrecy, confidentiality and value of
all of their intellectual properties, except where failure to do so could not, individually or in the aggregate, reasonably be expected
to have a Material Adverse Effect.
(q) Insurance.
The Company, Psyence and their respective subsidiaries are insured by insurers of recognized financial responsibility against such losses
and risks and in such amounts as are prudent and customary in the businesses in which the Company, Psyence and their respective subsidiaries
are engaged, including, but not limited to, directors and officers insurance coverage. Neither the Company, Psyence nor any or their respective
subsidiaries has any reason to believe that it will not be able to renew its existing insurance coverage as and when such coverage expires
or to obtain similar coverage from similar insurers as may be necessary to continue its business without a significant increase in cost.
(r) Transactions
with Affiliates and Employees. Except as set forth on Schedule 3.1(r), none of the officers or directors of the Company, Psyence
or any of their respective subsidiaries and, to the knowledge of the Company and Psyence, none of the employees of the Company, Psyence
or any of their respective subsidiaries is presently a party to any transaction with the Company, Psyence or any of their respective subsidiaries
(other than for services as employees, officers and directors), including any contract, agreement or other arrangement providing for the
furnishing of services to or by, providing for rental of real or personal property to or from providing for the borrowing of money from
or lending of money to, or otherwise requiring payments to or from any officer, director or such employee or, to the knowledge of the
Company and Psyence, any entity in which any officer, director, or any such employee has a substantial interest or is an officer, director,
trustee, stockholder, member or partner, in each case in excess of $120,000 other than for (i) payment of salary or consulting fees
for services rendered, (ii) reimbursement for expenses incurred on behalf of the Company or Psyence, as applicable, and (iii) other
employee benefits, including stock option agreements under any stock option plan of the Company or Psyence, as applicable.
(s) Certain
Fees. Except as set forth on Schedule 3.1(s), there are no brokerage or finder’s fees or commissions that are or will
be payable by the Company, Psyence or any of their respective subsidiaries to any broker, financial advisor or consultant, finder, placement
agent, investment banker, bank or other Person with respect to the transactions contemplated by the Transaction Documents. The Purchaser
shall have no obligation with respect to any fees or with respect to any claims made by or on behalf of other Persons for fees of a type
contemplated in this Section that may be due in connection with the transactions contemplated by the Transaction Documents.
(t) Private
Placement. Assuming the accuracy of the Purchaser’s representations and warranties set forth in Section 3.3, no registration
under the Securities Act nor filing of a prospectus with any securities regulatory authority in Canada is required for the offer and sale
of the Securities by the Company or Psyence to the Purchaser as contemplated hereby.
(u) Investment
Company. The Company and Psyence are not, and are not an Affiliate of, and immediately after receipt of payment for the Securities,
will not be or be an Affiliate of, an “investment company” within the meaning of the Investment Companies Act of 1940, as
amended. The Company and Psyence shall conduct their business in a manner so that they will not become an “investment company”
subject to registration under the Investment Companies Act of 1940, as amended.
(v) Registration
Rights. Except as set forth on Schedule 3.1(v) or as set forth in the SEC Reports, other than the Purchaser, no Person
has any right to cause the Company, Psyence or any of their respective subsidiaries to effect the registration under the Securities Act
of, nor the filing of a prospectus with any securities regulatory authority in Canada in respect of, any securities of the Company, Psyence
or any of their respective subsidiaries.
(w) Disclosure.
All of the disclosure furnished by or on behalf of the Company and Psyence to the Purchaser regarding the Company, Psyence and their respective
subsidiaries, their respective businesses and the transactions contemplated hereby, including the Disclosure Schedules to this Agreement,
are true and correct and do not contain any untrue statement of a material fact or omit to state any material fact necessary in order
to make the statements made therein, in the light of the circumstances under which they were made, not misleading. The Company and Psyence
acknowledge and agree that the Purchaser does not make and has not made any representations or warranties with respect to the transactions
contemplated hereby other than those specifically set forth in Section 3.3 hereof.
(x) No Integrated
Offering. Assuming the accuracy of the Purchaser’s representations and warranties set forth in Section 3.3, neither the
Company, nor any of its Affiliates, nor any Person acting on their behalf has, directly or indirectly, made any offers or sales of any
security or solicited any offers to buy any security, under circumstances that would cause this offering of the Securities to be integrated
with prior offerings by the Company for purposes of (i) the Securities Act which would require the registration of any such securities
under the Securities Act, or (ii) any applicable shareholder approval provisions of any Trading Market on which any of the securities
of the Company are listed or designated.
(y) Solvency.
Based on the consolidated financial condition of the Company and Psyence as of each Closing Date, after giving effect to the receipt by
the Company of the proceeds from the sale of the Securities hereunder, (i) the fair saleable value of the Company’s and Psyence’s
assets exceed the amount that will be required to be paid on or in respect of the Company’s and Psyence’s existing debts and
other liabilities (including known contingent liabilities) as they mature, (ii) the Company’s and Psyence’s assets do
not constitute unreasonably small capital to carry on its business as now conducted and as proposed to be conducted including its capital
needs taking into account the particular capital requirements of the business conducted by the Company and Psyence, consolidated and projected
capital requirements and capital availability thereof, and (iii) the current cash flow of the Company and Psyence, together with
the proceeds the Company and Psyence would receive, were they to liquidate all of their assets, after taking into account all anticipated
uses of the cash, would be sufficient to pay all amounts on or in respect of their liabilities when such amounts are required to be paid.
The Company and Psyence do not intend to incur debts beyond their ability to pay such debts as they mature (taking into account the timing
and amounts of cash to be payable on or in respect of its debt). The Company and Psyence have no knowledge of any facts or circumstances
which lead them to believe that they will file for reorganization or liquidation under the bankruptcy or reorganization laws of any jurisdiction
within one year from the Closing Date. Neither the Company, Psyence nor any of their respective subsidiaries are in default with respect
to any indebtedness for borrowed money or money due under any long-term leasing or factoring arrangement.
(z) Tax
Status. Except for matters that would not, individually or in the aggregate, have or reasonably be expected to result in a Material
Adverse Effect, the Company, Psyence and their respective subsidiaries each (i) has made or filed all federal, state, provincial,
and local income and all foreign income and franchise tax returns, reports and declarations required by any jurisdiction to which it is
subject, (ii) has paid all taxes and other governmental assessments and charges that are material in amount, shown or determined
to be due on such returns, reports and declarations and (iii) has set aside on their books provision reasonably adequate for the
payment of all material taxes for periods subsequent to the periods to which such returns, reports or declarations apply. There are no
unpaid taxes in any material amount claimed to be due by the taxing authority of any jurisdiction, and the officers of the Company, Psyence
or of any of their respective subsidiaries know of no basis for any such claim.
(aa) No General
Solicitation. Neither the Company, Psyence nor any Person acting on behalf of the Company or Psyence has offered or sold any of the
Securities by any form of general solicitation or general advertising. The Company has offered the Securities for sale only to the Purchaser
and certain other “accredited investors” within the meaning of Rule 501 under the Securities Act.
(bb) Foreign
Corrupt Practices. Neither the Company, Psyence nor any of their respective subsidiaries, nor to the knowledge of the Company, Psyence
or any of their respective subsidiaries, any agent or other person acting on behalf of the Company, Psyence or any of their respective
subsidiaries, has (i) directly or indirectly, used any funds for unlawful contributions, gifts, entertainment or other unlawful expenses
related to foreign or domestic political activity, (ii) made any unlawful payment to foreign or domestic government officials or
employees or to any foreign or domestic political parties or campaigns from corporate funds, or (iii) failed to disclose fully any
contribution made by the Company, Psyence or any of their respective subsidiaries (or made by any person acting on its behalf of which
the Company is aware) which is in violation of law.
3.2 Representations and
Warranties of Sponsor. Sponsor hereby makes the following representations and warranties to the Purchaser as of the Initial Closing
and as of each subsequent Closing:
(a) Sponsor
has full corporate power, authority and capacity to enter into this Agreement, to carry out its obligations hereunder and to consummate
the transactions contemplated hereby. The execution, delivery and performance by Sponsor of this Agreement, and the compliance by Sponsor
with the provisions of this Agreement, have been duly authorized by all requisite corporate or limited liability company action of Sponsor.
No other corporate or limited liability company actions or proceedings are required to be taken by or on the part of Sponsor to authorize
and permit the execution, delivery and performance by Sponsor of this Agreement. This Agreement has been duly executed and delivered by
Sponsor and (assuming due authorization, execution and delivery by each other party hereto and/or thereto) constitute a legal, valid and
binding obligation, enforceable against Sponsor in accordance with its terms.
(b) Immediately
prior to the transactions contemplated in this Agreement, Sponsor will be the sole legal and beneficial owner of all of the Structuring
Shares, and no Person other than Sponsor has any claim, by contract or otherwise, of rights, title or legal or beneficial ownership in
or to the Structuring Shares. Upon consummation of the transactions contemplated by this Agreement, the Purchaser shall own valid title
to the Structuring Shares, free and clear of all encumbrances. None of the Structuring Shares were issued in violation of any contract,
arrangement or commitment to which Sponsor is a party or are subject or in violation of any preemptive or similar rights of any Person.
(c) The execution,
delivery and performance by Sponsor of this Agreement, and the consummation of the transactions contemplated hereby, do not and will not:
(a) conflict with or result in a violation or breach of any provision of any applicable law, conflict with, result in a violation
or breach of, constitute a default or an event that, with or without notice or lapse of time or both, would constitute a default under,
result in the acceleration of or create in any party the right to accelerate, terminate, modify or cancel, any contract to which Sponsor
is a party or by which Sponsor is bound or to which any of Sponsor’s properties or assets are subject, or any permit affecting the
properties, assets or business of Sponsor, or (b) result in the creation or imposition of any encumbrance on any properties or assets
of Sponsor. No consent, approval, permit or governmental order of, declaration or filing with or notice to, any governmental authority
is required by or with respect to Sponsor in connection with the execution and delivery of this Agreement and the consummation of the
transactions contemplated hereby. There are no Actions or Proceedings against or by that challenge or seek to prevent, enjoin or otherwise
delay or could adversely affect any of Sponsor’s properties or assets or the transactions contemplated by this Agreement.
3.3 Representations
and Warranties of the Purchaser. The Purchaser hereby represents and warrants as of the applicable Closing to the Company as follows
(unless as of a specific date therein, in which case they shall be accurate as of such date):
(a) Organization;
Authority. The Purchaser is an entity duly incorporated or formed, validly existing and in good standing under the laws of the jurisdiction
of its incorporation or formation with full right, corporate, partnership, limited liability company or similar power and authority to
enter into and to consummate the transactions contemplated by the Transaction Documents and otherwise to carry out its obligations hereunder
and thereunder. The execution and delivery of the Transaction Documents and performance by such Purchaser of the transactions contemplated
by the Transaction Documents have been duly authorized by all necessary corporate, partnership, limited liability company or similar
action, as applicable, on the part of the Purchaser. Each Transaction Document to which it is a party has been duly executed by the Purchaser,
and when delivered by the Purchaser in accordance with the terms hereof, will constitute the valid and legally binding obligation of
the Purchaser, enforceable against it in accordance with its terms, except (i) as limited by general equitable principles and applicable
bankruptcy, insolvency, reorganization, moratorium and other laws of general application affecting enforcement of creditors’ rights
generally, (ii) as limited by laws relating to the availability of specific performance, injunctive relief or other equitable remedies
and (iii) insofar as indemnification and contribution provisions may be limited by applicable law.
(b) Own
Account. The Purchaser understands that, other than the Structuring Shares which will be fully registered), the Securities are “restricted
securities” and have not been registered under the Securities Act or any applicable state or provincial securities law and is acquiring
the Securities as principal for its own account and not with a view to or for distributing or reselling such Securities or any part thereof
in violation of the Securities Act or any applicable state or provincial securities law, has no present intention of distributing any
of such Securities in violation of the Securities Act or any applicable state or provincial securities law and has no direct or indirect
arrangement or understandings with any other persons to distribute or regarding the distribution of such Securities in violation of the
Securities Act or any applicable state or provincial securities law (this representation and warranty not limiting such Purchaser’s
right to sell the Securities pursuant to the Registration Statement or otherwise in compliance with applicable federal, state, and provincial
securities laws). Such Purchaser is acquiring the Securities hereunder in the ordinary course of its business.
(c) Purchaser
Status. At the time the Purchaser was offered the Securities, it was, and as of the date hereof it is, and on each date on which it
converts the Note it will be an “accredited investor” as defined in Rule 501(a) under the Securities Act.
(d) Experience
of Such Purchaser. The Purchaser, either alone or together with its representatives, has such knowledge, sophistication and experience
in business and financial matters so as to be capable of evaluating the merits and risks of the prospective investment in the Securities,
and has so evaluated the merits and risks of such investment. Such Purchaser is able to bear the economic risk of an investment in the
Securities and, at the present time, is able to afford a complete loss of such investment.
(e) General
Solicitation. The Purchaser is not purchasing the Securities as a result of any advertisement, article, notice or other communication
regarding the Securities published in any newspaper, magazine or similar media or broadcast over television or radio or presented at any
seminar or, to the knowledge of the Purchaser, any other general solicitation or general advertisement.
(f) Access
to Information. Such Purchaser acknowledges that it has had the opportunity to review the Transaction Documents (including all exhibits
and schedules thereto) and the SEC Reports and has been afforded (i) the opportunity to ask such questions as it has deemed necessary
of, and to receive answers from, representatives of the Company concerning the terms and conditions of the offering of the Securities
and the merits and risks of investing in the Securities; (ii) access to information about the Company and its financial condition,
results of operations, business, properties, management and prospects sufficient to enable it to evaluate its investment; and (iii) the
opportunity to obtain such additional information that the Company possesses or can acquire without unreasonable effort or expense that
is necessary to make an informed investment decision with respect to the investment. The Purchaser acknowledges and agrees that the Company
and Psyence do not make and have not made any representations or warranties with respect to the transactions contemplated hereby other
than those specifically set forth in Section 3.1 and Section 3.2 hereof.
(g) Residency.
The Purchaser is not resident in any province or territory of Canada.
ARTICLE IV.
OTHER AGREEMENTS OF THE PARTIES
4.1 Transfer Restrictions.
(a) The Securities
may only be disposed of in compliance with applicable state, federal, and provincial securities laws. In connection with any transfer
of Securities other than pursuant to an effective registration statement or Rule 144, to the Company or to an Affiliate of the Purchaser
or in connection with a pledge as contemplated in Section 4.1(b), the Company may require the transferor thereof to provide to the
Company an opinion of counsel selected by the transferor and reasonably acceptable to the Company, the form and substance of which opinion
shall be reasonably satisfactory to the Company, to the effect that such transfer does not require registration of such transferred Securities
under the Securities Act. As a condition of transfer, any such transferee shall agree in writing to be bound by the terms of this Agreement
and the Registration Rights Agreement and shall have the rights and obligations of the Purchaser under this Agreement and the Registration
Rights Agreement.
(b) The Purchaser
agrees to the imprinting, so long as is required by this Section 4.1, of legend(s) on any of the Securities (other than the
Structuring Shares) in the following forms:
“NEITHER THIS SECURITY NOR THE
SECURITIES INTO WHICH THIS SECURITY IS EXERCISABLE OR CONVERTIBLE HAS BEEN REGISTERED WITH THE SECURITIES AND EXCHANGE COMMISSION OR THE
SECURITIES COMMISSION OF ANY STATE IN RELIANCE UPON AN EXEMPTION FROM REGISTRATION UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES
ACT”), AND, ACCORDINGLY, MAY NOT BE OFFERED OR SOLD EXCEPT PURSUANT TO AN EFFECTIVE REGISTRATION STATEMENT UNDER THE SECURITIES
ACT OR PURSUANT TO AN AVAILABLE EXEMPTION FROM, OR IN A TRANSACTION NOT SUBJECT TO, THE REGISTRATION REQUIREMENTS OF THE SECURITIES ACT
AND IN ACCORDANCE WITH APPLICABLE STATE SECURITIES LAWS.”
and
“UNLESS PERMITTED UNDER CANADIAN
SECURITIES LEGISLATION, THE HOLDER OF THIS SECURITY MUST NOT TRADE THE SECURITY BEFORE THE DATE THAT IS 4 MONTHS AND A DAY AFTER THE LATER
OF (I) [INSERT THE DISTRIBUTION DATE], AND (II) THE DATE THE ISSUER BECAME A REPORTING ISSUER IN ANY PROVINCE OR TERRITORY OF
CANADA.”
(c) The Company
shall remove, or cause to be removed, any legend (including the legend set forth in Section 4.1(b) hereof) from certificates
evidencing the Underlying Shares: (i) while a registration statement (including the Registration Statement) covering the resale of
such security is effective under the Securities Act, (ii) following any sale of such Underlying Shares pursuant to Rule 144,
(iii) if such Underlying Shares are eligible for sale under Rule 144 or (iv) if such legend is not required under applicable
requirements of the Securities Act (including judicial interpretations and pronouncements issued by the staff of the Commission) or applicable
Canadian provincial securities laws. The Company shall request its counsel issue a legal opinion to the Transfer Agent or the Purchaser
promptly if required by the Transfer Agent to effect the removal of any legends hereunder, or if requested by the Purchaser, respectively,
without charge to such Purchaser. If all or any portion of a Note is converted at a time when there is an effective registration statement
to cover the resale of the Underlying Shares, or if such Underlying Shares may be sold under Rule 144 without the requirement for
the Company to be in compliance with the current public information required under Rule 144 as to such Underlying Shares and without
volume or manner-of-sale restrictions or if any such legend is not otherwise required under applicable requirements of the Securities
Act (including judicial interpretations and pronouncements issued by the staff of the Commission) or applicable Canadian provincial securities
laws then such Underlying Shares shall be issued free of all legends. The Company agrees that following such time as any such legend is
no longer required under this Section 4.1(c), it will, no later than the earlier of (i) two (2) Trading Days and (ii) the
number of Trading Days comprising the Standard Settlement Period (as defined below) following the DWAC transfer by the Purchaser to the
Company or the Transfer Agent of the Underlying Shares, as applicable, issued with a restrictive legend (such date, the “Legend
Removal Date”), remove any legend from the Underlying Share held electronically by the Purchaser; provided that such
Purchaser shall have previously delivered to the Company all documents required by the Company’s Transfer Agent and/or counsel to
deliver Underlying Shares that are free of restrictive legends. The Company may not make any notation on its records or give instructions
to the Transfer Agent that enlarge the restrictions on transfer set forth in this Section 4. The Underlying Shares subject to legend
removal hereunder shall be transmitted by the Transfer Agent to the Purchaser by crediting the account of such Purchaser’s prime
broker with the Depository Trust Company System as directed by the Purchaser. As used herein, “Standard Settlement Period”
means the standard settlement period, expressed in a number of Trading Days, on the Company’s primary Trading Market with respect
to the Common Shares as in effect on the date of delivery of the Underlying Shares, as applicable, issued with a restrictive legend.
(d) In addition
to such Purchaser’s other available remedies, the Company shall pay to the Purchaser, in cash, (i) as partial liquidated damages
and not as a penalty, for each $1,000 of Underlying Shares (based on the VWAP of the Common Shares on the date such Securities are submitted
to the Transfer Agent) delivered for removal of the restrictive legend(s) and subject to Section 4.1(c) or for any Structuring
Shares which have not been delivered to the Purchaser within the time frame set forth in Section 2.1(d), $10 per Trading Day (increasing
to $20 per Trading Day five (5) Trading Days after such damages have begun to accrue) for each Trading Day after the Legend Removal
Date (or delivery date with respect to the Structuring Shares) until such electronic shares no longer contain any restrictive legend and
(ii) if the Company fails to (a) issue and deliver (or cause to be delivered) to the Purchaser by the Legend Removal Date (or
the delivery date with respect to the Structuring Shares) the Securities that are free from all restrictive and other legends and (b) if
after the Legend Removal Date the Purchaser purchases (in an open market transaction or otherwise) Common Shares to deliver in satisfaction
of a sale by the Purchaser of all or any portion of the number of Common Shares, or a sale of a number of Common Shares equal to all or
any portion of the number of Common Shares that the Purchaser anticipated receiving from the Company without any restrictive legend (including
with respect to the Structuring Shares), then, an amount equal to the excess of the Purchaser’s total purchase price (including
brokerage commissions and other out-of-pocket expenses, if any) for the Common Shares so purchased (including brokerage commissions and
other out-of-pocket expenses, if any) (the “Buy-In Price”) over the product of (A) such number of Underlying Shares
that the Company was required to deliver to the Purchaser by the Legend Removal Date (or the delivery date with respect to the Structuring
Shares) multiplied by (B) the lowest closing sale price of the Common Shares on any Trading Day during the period commencing on the
date of the delivery by the Purchaser to the Company of the applicable Underlying Shares or Structuring Shares (as the case may be) and
ending on the date of such delivery and payment under this clause (ii).
(e) The Purchaser
agrees with the Company that the Purchaser will sell any Securities pursuant to either the registration requirements of the Securities
Act, including any applicable prospectus delivery requirements, or an exemption therefrom, and that if Securities are sold pursuant to
a Registration Statement, they will be sold in compliance with the plan of distribution set forth therein, and acknowledges that the removal
of the restrictive legend(s) from the Securities as set forth in this Section 4.1 is predicated upon the Company’s reliance
upon this understanding.
4.2 Acknowledgment of Dilution.
The Company acknowledges that the issuance of the Securities may result in dilution of the outstanding Common Shares, which dilution may
be substantial under certain market conditions. The Company further acknowledges that its obligations under the Transaction Documents,
including, without limitation, its obligation to issue the Underlying Shares and Structuring Shares pursuant to the Transaction Documents,
are unconditional and absolute and not subject to any right of set off, counterclaim, delay or reduction, regardless of the effect of
any such dilution or any claim the Company may have against the Purchaser and regardless of the dilutive effect that such issuance may
have on the ownership of the other shareholders of the Company.
4.3 Integration. The
Company shall not sell, offer for sale or solicit offers to buy or otherwise negotiate in respect of any security (as defined in Section 2
of the Securities Act) that would be integrated with the offer or sale of the Securities in a manner that would require the registration
under the Securities Act of the sale of the Securities or that would be integrated with the offer or sale of the Securities for purposes
of the rules and regulations of any Trading Market such that it would require shareholder approval prior to the closing of such other
transaction unless shareholder approval is obtained before the closing of such subsequent transaction.
4.4 Conversion Procedures.
The form of Notice of Conversion included in the Note sets forth the totality of the procedures required of the Purchaser in order to
convert the Note. Without limiting the preceding sentences, no ink-original Notice of Conversion shall be required, nor shall any medallion
guarantee (or other type of guarantee or notarization) of any Notice of Conversion form be required in order to convert the Note. No additional
legal opinion, other information or instructions shall be required of the Purchaser to convert the Note. The Company shall honor conversions
of the Note and shall deliver Underlying Shares in accordance with the terms, conditions and time periods set forth in the Transaction
Documents.
4.5 Indemnification of
the Purchaser. Subject to the provisions of this Section 4.5, the Company will indemnify and hold the Purchaser and the Purchaser’s
directors, officers, shareholders, members, partners, employees and agents (and any other Persons with a functionally equivalent role
of a Person holding such titles notwithstanding a lack of such title or any other title), each Person who controls the Purchaser (within
the meaning of Section 15 of the Securities Act and Section 20 of the Exchange Act), and the directors, officers, shareholders,
agents, members, partners or employees (and any other Persons with a functionally equivalent role of a Person holding such titles notwithstanding
a lack of such title or any other title) of such controlling persons (each, a “Purchaser Party”) harmless from any
and all losses, liabilities, obligations, claims, contingencies, damages, costs and expenses, including all judgments, amounts paid in
settlements, court costs and reasonable attorneys’ fees and costs of investigation that any the Purchaser Party may suffer or incur
as a result of or relating to (a) any breach of any of the representations, warranties, covenants or agreements made by the Company
or Psyence in this Agreement or in the other Transaction Documents or (b) any action instituted against the Purchaser Parties in
any capacity, or any of them or their respective Affiliates, by any regulatory agency or stockholder of the Company who is not an Affiliate
of the Purchaser Party, with respect to the Transactions or regulatory filings made by the Company in connection therewith (unless such
action is solely based upon a material breach of the Purchaser Party’s representations, warranties or covenants under the Transaction
Documents or any agreements or understandings the Purchaser Party may have with any such stockholder or any violations by the Purchaser
Party of state or federal securities laws or any conduct by the Purchaser Party which is finally judicially determined to constitute fraud,
gross negligence or willful misconduct). If any action shall be brought against the Purchaser Party in respect of which indemnity may
be sought pursuant to this Agreement, the Purchaser Party shall promptly notify the Company in writing, and the Company shall have the
right to assume the defense thereof with counsel of its own choosing reasonably acceptable to the Purchaser Party. Any Purchaser Party
shall have the right to employ separate counsel in any such action and participate in the defense thereof, but the fees and expenses of
such counsel shall be at the expense of the Purchaser Party except to the extent that (i) the employment thereof has been specifically
authorized by the Company in writing, (ii) the Company has failed after a reasonable period of time to assume such defense and to
employ counsel or (iii) in such action there is, in the reasonable opinion of counsel, a material conflict on any material issue
between the position of the Company and the position of the Purchaser Party, in which case the Company shall be responsible for the reasonable
fees and expenses of no more than one such separate counsel. The Company will not be liable to any Purchaser under this Agreement (y) for
any settlement by the Purchaser Party effected without the Company’s prior written consent, which shall not be unreasonably withheld
or delayed; or (z) to the extent, but only to the extent that a loss, claim, damage or liability is attributable to the Purchaser
Party’s breach of any of the representations, warranties, covenants or agreements made by the Purchaser Party in this Agreement
or in the other Transaction Documents. The indemnification required by this Section 4.5 shall be made by periodic payments of the
amount thereof during the course of the investigation or defense, as and when bills are received or are incurred. The indemnity agreements
contained herein shall be in addition to any cause of action or similar right of the Purchaser Party against the Company or others and
any liabilities the Company may be subject to pursuant to law.
4.6 Reservation of Securities.
The Company shall maintain a reserve of the Required Minimum from its duly authorized Common Shares for issuance pursuant to the Transaction
Documents in such amount as may then be required to fulfill its obligations in full under the Transaction Documents.
4.7 Disclosure. The
Company shall provide to the Purchaser for review prior to filing with the Commission a draft of the Form 8-K disclosing the Purchaser’s
purchase of the Securities and a summary of the Transaction Documents, and shall reasonably consult with the Purchaser regarding such
disclosure, and such disclosure shall include all material non-public information provided by the Company or its representatives to the
Purchaser prior to such date.
4.8 Subsequent Equity Sales.
From the date hereof until sixty (60) days after the effective date of a Resale Registration Statement registering all of the Underlying
Securities for the First Tranche Note and Second Tranche Note, neither the Company nor any subsidiary shall issue, enter into any agreement
to issue or announce the issuance or proposed issuance of any shares of capital stock, capital stock equivalents pursuant to a Variable
Rate Transaction or other registered or public offering (each an “Equity Issuance”); provided, however, that in the
event that the Purchaser delays investment of the Subscription Amounts with respect to the Second Tranche Note due to the occurrence of
an event outlined in Section 2.1(b) hereof, such period shall be extended by 60 days or such earlier date as the deficiency
is resolved. Further, any subsequent Equity Issuance completed after that date but prior to the time that the Purchaser no longer holds
any Securities shall contain provisions requiring that any equity issued thereunder be locked up until the later of sixty (60) days from
the Equity Issuance or the registration of such equity (or qualification by prospectus in Canada); provided, however, that in the event
that the Purchaser delays investment of the Subscription Amounts with respect to the Second Tranche Note due to the occurrence of an event
outlined in Section 2.1(b) hereof, such period shall be extended by 60 days or such earlier date as the deficiency is resolved.
Notwithstanding the foregoing, this Section 4.8 shall not apply in respect of any issuance of securities at the closing of the Business
Combination, including, but not limited to, securities that may be issued to third parties in lieu of cash payable at the closing of the
Business Combination, provided that any such third parties shall enter into lockup agreements on identical terms to the form of lock-up
agreement attached as Exhibit D, or an Exempt Issuance.
4.9 No Hedging. The
Purchaser, the Company and Sponsor each hereby agrees (and with respect to Sponsor shall cause each member of Sponsor to agree) that
neither it, nor any person or entity acting on its behalf or pursuant to any understanding with it, shall execute any short sales (as
such term is defined in Regulation SHO under the Exchange Act, 17 CFR 242.200) or engage in other hedging transactions of any kind directly
with respect to any Common Shares of the Company during the period from the date of this Agreement through each Closing (or such earlier
termination of this Agreement).
4.10 Liens. The Company
and its subsidiaries shall not create or suffer to exist any Lien on or with respect to the Collateral of the Company or such subsidiary,
whether now owned or hereafter acquire, other than any Lien created under the Transaction Documents or purchase money security interests
created in the ordinary course of business where the collateral is limited to the specific assets involved in such transaction.
4.11 Dividends. The
Company or its subsidiary, directly or indirectly, agrees not to prepay, repurchase or declare or pay any cash dividend or distribution
on any of its capital stock without the prior written consent of the Purchaser.
4.12 Termination.
(a) If, prior to the
Closing, any governmental authority, including the Commission, issues comments with respect to or challenges the enforceability of the
Transactions in a manner that the Company believes in its sole discretion could result in a material delay in the Business Combination
or material liability to the Company, the Company shall be permitted to immediately terminate the Transaction without liability; provided,
however, that in the event of such a termination, the Company shall remain responsible for legal fees incurred in connection with the
Transaction pursuant to Section 5.1 hereof and will in good-faith allow the Purchaser to review all comments received that informed
the decision to the extent permitted by the governmental authority or applicable law.
(b) If, prior to the
Closing, any governmental authority, including the Commission, issues comments with respect to or challenges the enforceability of the
Transactions in a manner that the Purchaser believes in its sole discretion could result in material liability to the Purchaser, the Purchaser
shall be permitted to immediately terminate the Transactions without liability; provided, that in the event of such termination, the Company
shall remain responsible for legal fees incurred in connection with the Transactions pursuant to Section 5.1 hereof and will in good-faith
allow the Company to review all comments received that informed the decision to the extent permitted by the governmental authority or
applicable law.
ARTICLE V.
MISCELLANEOUS
5.1 Fees and Expenses.
Except as expressly set forth in the Transaction Documents to the contrary, each party shall pay the fees and expenses of its advisers,
counsel, accountants and other experts, if any, and all other expenses incurred by such party incident to the negotiation, preparation,
execution, delivery and performance of this Agreement; provided, however, that the Company shall reimburse the Purchaser for expenses
incurred in connection with the Transactions, in connection with the First Tranche Note, no later than two business days following each
Closing, which amount will be netted from the Subscription Amount.. The Company shall pay all Transfer Agent and Conversion Agent fees
(including, without limitation, any fees required for same-day processing of any instruction letter delivered by the Company and any conversion
or exercise notice delivered by the Purchaser), stamp taxes and other taxes and duties levied in connection with the delivery of any Securities
to the Purchaser.
5.2 Entire Agreement.
The Transaction Documents, together with the exhibits and schedules thereto, contain the entire understanding of the parties with respect
to the subject matter hereof and thereof and supersede all prior agreements and understandings, oral or written, with respect to such
matters, which the parties acknowledge have been merged into such documents, exhibits and schedules.
5.3 Notices. Any and
all notices or other communications or deliveries required or permitted to be provided hereunder shall be in writing and shall be deemed
given and effective on the earlier of (a) the date of transmission, if such notice or communication is delivered via facsimile at
the facsimile number or email attachment at the email address as set forth on the signature pages attached hereto at or prior to
5:30 p.m. (New York City time) on a Business Day, (b) the next Business Day after the date of transmission, if such notice or
communication is delivered via facsimile at the facsimile number or email attachment as set forth on the signature pages attached
hereto on a day that is not a Trading Day or later than 5:30 p.m. (New York City time) on any Business Day, (c) the second (2nd)
Business Day following the date of mailing, if sent by U.S. nationally recognized overnight courier service or (d) upon actual receipt
by the party to whom such notice is required to be given. The address for such notices and communications shall be as set forth on the
signature pages attached hereto.
5.4 Amendments; Waivers.
No provision of this Agreement may be waived, modified, supplemented or amended except in a written instrument signed, in the case of
an amendment, by the Company and the Purchaser, or, in the case of a waiver, by the party against whom enforcement of any such waived
provision is sought. No waiver of any default with respect to any provision, condition or requirement of this Agreement shall be deemed
to be a continuing waiver in the future or a waiver of any subsequent default or a waiver of any other provision, condition or requirement
hereof, nor shall any delay or omission of any party to exercise any right hereunder in any manner impair the exercise of any such right.
Any amendment effected in accordance with this Section 5.4 shall be binding upon the Purchaser and holder of Securities and the Company.
5.5 Headings. The headings
herein are for convenience only, do not constitute a part of this Agreement and shall not be deemed to limit or affect any of the provisions
hereof.
5.6 Successors and Assigns.
This Agreement shall be binding upon and inure to the benefit of the parties and their successors and permitted assigns. The Company may
not assign this Agreement or any rights or obligations hereunder without the prior written consent of the Purchaser (other than by merger).
The Purchaser may assign any or all of its rights under this Agreement to any Person to whom the Purchaser assigns or transfers any Securities,
provided that such transferee agrees in writing to be bound, with respect to the transferred Securities, by the provisions of the Transaction
Documents that apply to the Purchaser.
5.7 No Third-Party Beneficiaries.
This Agreement is intended for the benefit of the parties hereto and their respective successors and permitted assigns and is not for
the benefit of, nor may any provision hereof be enforced by, any other Person.
5.8 Governing Law.
All questions concerning the construction, validity, enforcement and interpretation of the Transaction Documents shall be governed by
and construed and enforced in accordance with the internal laws of the State of New York, without regard to the principles of conflicts
of law thereof. Each party agrees that all legal Proceedings concerning the interpretations, enforcement and defense of the transactions
contemplated by this Agreement and any other Transaction Documents (whether brought against a party hereto or its respective affiliates,
directors, officers, shareholders, partners, members, employees or agents) shall be commenced exclusively in the state and federal courts
sitting in the City of New York. Each party hereby irrevocably submits to the exclusive jurisdiction of the state and federal courts sitting
in the City of New York, Borough of Manhattan for the adjudication of any dispute hereunder or in connection herewith or with any transaction
contemplated hereby or discussed herein (including with respect to the enforcement of any of the Transaction Documents), and hereby irrevocably
waives, and agrees not to assert in any Action or Proceeding, any claim that it is not personally subject to the jurisdiction of any such
court, that such Action or Proceeding is improper or is an inconvenient venue for such Proceeding. Each party hereby irrevocably waives
personal service of process and consents to process being served in any such Action or Proceeding by mailing a copy thereof via registered
or certified mail or overnight delivery (with evidence of delivery) to such party at the address in effect for notices to it under this
Agreement and agrees that such service shall constitute good and sufficient service of process and notice thereof. Nothing contained herein
shall be deemed to limit in any way any right to serve process in any other manner permitted by law. If any party shall commence an Action
or Proceeding to enforce any provisions of the Transaction Documents, then, in addition to the obligations of the Company under this Agreement,
the prevailing party in such Action or Proceeding shall be reimbursed by the non-prevailing party for its reasonable attorneys’
fees and other costs and expenses incurred with the investigation, preparation and prosecution of such Action or Proceeding.
5.9 Survival. The representations
and warranties contained herein shall survive each Closing and the delivery of the Securities.
5.10 Execution. This
Agreement may be executed in two or more counterparts, all of which when taken together shall be considered one and the same agreement
and shall become effective when counterparts have been signed by each party and delivered to each other party, it being understood that
the parties need not sign the same counterpart. In the event that any signature is delivered by facsimile transmission or by e-mail delivery
of a “.pdf” format data file, such signature shall create a valid and binding obligation of the party executing (or on whose
behalf such signature is executed) with the same force and effect as if such facsimile or “.pdf” signature page were
an original thereof.
5.11 Severability.
If any term, provision, covenant or restriction of this Agreement is held by a court of competent jurisdiction to be invalid, illegal,
void or unenforceable, the remainder of the terms, provisions, covenants and restrictions set forth herein shall remain in full force
and effect and shall in no way be affected, impaired or invalidated, and the parties hereto shall use their commercially reasonable efforts
to find and employ an alternative means to achieve the same or substantially the same result as that contemplated by such term, provision,
covenant or restriction. It is hereby stipulated and declared to be the intention of the parties that they would have executed the remaining
terms, provisions, covenants and restrictions without including any of such that may be hereafter declared invalid, illegal, void or unenforceable.
5.12 Replacement of Securities.
If any certificate or instrument evidencing any Securities is mutilated, lost, stolen or destroyed, the Company shall issue or cause to
be issued in exchange and substitution for and upon cancellation thereof (in the case of mutilation), or in lieu of and substitution therefor,
a new certificate or instrument, but only upon receipt of evidence reasonably satisfactory to the Company of such loss, theft or destruction.
The applicant for a new certificate or instrument under such circumstances shall also pay any reasonable third-party costs (including
customary indemnity) associated with the issuance of such replacement Securities.
5.13 Remedies. In addition
to being entitled to exercise all rights provided herein or granted by law, including recovery of damages, each of the Purchaser and the
Company will be entitled to specific performance under the Transaction Documents. The parties agree that monetary damages may not be adequate
compensation for any loss incurred by reason of any breach of obligations contained in the Transaction Documents and hereby agree to waive
and not to assert in any Action for specific performance of any such obligation the defense that a remedy at law would be adequate.
5.14 Liquidated Damages.
The Company’s obligations to pay any partial liquidated damages or other amounts owing under the Transaction Documents is a continuing
obligation of the Company and shall not terminate until all unpaid partial liquidated damages and other amounts have been paid notwithstanding
the fact that the instrument or security pursuant to which such partial liquidated damages or other amounts are due and payable shall
have been canceled.
5.15 Saturdays, Sundays,
Holidays, etc. If the last or appointed day for the taking of any action or the expiration of any right required or granted herein
shall not be a Business Day, then such action may be taken or such right may be exercised on the next succeeding Business Day.
5.16 Construction.
The parties agree that each of them and/or their respective counsel have reviewed and had an opportunity to revise the Transaction Documents
and, therefore, the normal rule of construction to the effect that any ambiguities are to be resolved against the drafting party
shall not be employed in the interpretation of the Transaction Documents or any amendments thereto. In addition, each and every reference
to share prices and Common Shares in any Transaction Document shall be subject to adjustment for reverse and forward stock splits, stock
dividends, stock combinations and other similar transactions of the Common Shares that occur after the date of this Agreement.
5.17 WAIVER OF JURY
TRIAL. IN ANY ACTION, SUIT, OR PROCEEDING IN ANY JURISDICTION BROUGHT BY ANY PARTY AGAINST ANY OTHER PARTY, THE PARTIES EACH KNOWINGLY
AND INTENTIONALLY, TO THE GREATEST EXTENT PERMITTED BY APPLICABLE LAW, HEREBY ABSOLUTELY, UNCONDITIONALLY, IRREVOCABLY AND EXPRESSLY
WAIVES FOREVER TRIAL BY JURY.
[Signature
Page to Follow]
IN WITNESS WHEREOF, the parties
hereto have caused this Securities Purchase Agreement to be duly executed by their respective authorized signatories as of the date first
indicated above.
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NEWCOURT SPAC SPONSOR LLC |
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EXHIBIT A
FORM OF NOTE
EXHIBIT B
FORM OF REGISTRATION RIGHTS AGREEMENT
EXHIBIT C
WIRE TRANSFER INSTRUCTIONS
EXHIBIT D
FORM OF LOCKUP AGREEMENT
Schedule I
Schedule of Investment Amounts
Exhibit 99.1
Corporate Presentation Proposed Business Combination with Newcourt Acquisition Corporation January 2024
2 Psyence Biomedical Ltd. / Healing Minds with Science . Changing Lives with Nature This presentation (this “Presentation”) does not constitute an offer or invitation for the sale or purchase of securities and has been prepared solely for informational purposes . The information contained in this Presentation has been prepared for the exclusive use of the selected persons to whom it is addressed (“Recipients”), solely for the purpose of their own independent evaluation with respect to an investment (the “Proposed Investment”) in connection with the proposed business combination (the “Proposed Transaction” or “Business Combination”) between Newcourt Acquisition Corp (“ Newcourt ”), Psyence Group Inc . and the other parties thereto, including Psyence Biomed II Corp . (“ Psyence ”), and for no other purpose . This Presentation is subject to updating, completion, revision, verification and further amendment . None of Newcourt , Psyence , or their respective affiliates has authorized anyone to provide interested parties with additional or different information . No securities regulatory authority has expressed an opinion about the securities discussed in this Presentation and it is an offense to claim otherwise . The information contained herein does not purport to be all - inclusive . Nothing herein shall be deemed to constitute investment, legal, tax, financial, accounting or other advice . Neither this Presentation nor its delivery to any Recipient shall constitute an offer to sell, invitation or other solicitation of an offer to buy any securities pursuant to the Proposed Investment or otherwise, nor shall there by any sale of securities in any jurisdiction in which the offer, solicitation or sale would be unlawful prior to the registration or qualification under the securities laws of any such jurisdiction . No offer shall be made except by means of a prospectus meeting the requirements of Section 10 of the Securities Act of 1933 , as amended . Only the express provisions of any agreement, if and when it is executed, shall have any legal effect in connection with the Proposed Transaction or the Proposed Investment between the parties thereto . This Presentation is not intended to form the basis of any investment decision . All information herein speaks only as of ( 1 ) the date of this Presentation, in the case of information about Psyence , or ( 2 ) the date of such information, in the case of information from persons other than Psyence . Forward - Looking Statements This Presentation 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 Presentation include statements regarding the future success of the partnership between Newcourt and Psyence , and the ability of the post - business combination company (the “Combined Company”) to deliver its product candidate 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 product candidate referred to in this Presentation, the results of such clinical trials will be positive, and the Combined Company will be able to commercialize Psyence Health Corp’s natural psilocybin drug candidate, PEX 010 ( 25 mg), as referred to in this Presentation . 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 Proposed Transaction ; the inability to recognize the anticipated benefits of the Proposed Transaction ; demand for the Combined Company’s securities being less than anticipated ; fluctuations in the price of Newcourt’s ordinary shares, and Newcourt not raising the investment amount expected, or any funds at all, risks associated with obtaining the necessary regulatory approvals and risks associated with the conducting of the clinical trial referred to in this Presentation . 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 . Neither Newcourt nor Psyence make any medical, treatment or health benefit claims about the Combined Company’s product candidates . 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 completed clinical trials for the use of its product candidates . Any references to quality, consistency, efficacy, and safety of product candidates 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 . Cautionary Statement Private & Confidential
3 Psyence Biomedical Ltd. / Healing Minds with Science . Changing Lives with Nature 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 herein and other documents filed by Newcourt from time to time with the Securities and Exchange Commission (“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 and their respective affiliates 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 . Industry and Market Data This Presentation has been prepared by Psyence and includes market data and other statistical information from third - party sources . Although Psyence believes these third - party sources are reliable as of their respective dates, none of Newcourt , Psyence , or any of their respective affiliates has independently verified the accuracy or completeness of this information . Some data are also based on Psyence’s good faith estimates, which are derived from both internal sources and the third - party sources described above . None of Newcourt , Psyence , their respective affiliates, nor their respective advisors, directors, officers, employees, members, partners, shareholders or agents make any representation or warranty with respect to the accuracy of such information . None of Newcourt , Psyence or their respective affiliates, advisors, directors, officers, employees, members, partners, shareholders or agents or the providers of any such third - party information or any other person are responsible for any errors or omissions therein (negligent or otherwise), regardless of the cause, or the results obtained from the use of such content . Each of Newcourt , Psyence and their respective affiliates, advisors, directors, officers, employees, members, partners, shareholders and agents expressly disclaims any responsibility or liability for any damages or losses in connection with the use of such information herein . Additional Information about the Business Combination and Where to Find It In connection with the Proposed Transaction, on August 1 , 2023 , Psyence Biomedical Ltd . filed with the SEC a registration statement on Form F - 4 and a related preliminary proxy statement / prospectus, which may be amended or supplemented from time to time (the "Registration Statement") . 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 Proposed Transaction . 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 ) . Participants in the Solicitation Newcourt , Psyence and their respective affiliates, directors and executive officers, other members of management and employees may be considered participants in the solicitation of proxies with respect to the Proposed Transaction 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 Proposed 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 . Psyence currently has no registered, psilocybin - containing, commercial products and no products as depicted under Psyence Therapeutics are available for sale . Any renderings, depictions and graphic materials of such products contained in this presentation are conceptual only and are for the convenience of reference . These images should not be relied upon as representations, express or implied, of the final detail of the products . Psyence expressly reserves the right to make modifications, revisions, and changes it deems desirable in its sole and absolute discretion . Cautionary Statement Private & Confidential
4 Psyence Biomedical Ltd. / Healing Minds with Science . Changing Lives with Nature Summary Transaction Overview Overview • Psyence and its subsidiary Psyence Biomed Corp. signed a Business Combination Agreement on January 9th 2023, to combine with Newcourt Acquisition Corp, ( Nasdaq:NCAC ) (“Newcourt”), which agreement was amended and restated on July 31st 2023 • Combined Company will operate under the same management team for clinical development and regulatory compliance • Anticipated closing in Q4 2023 Ownership • The transaction contemplates a pre - money equity value of approximately US $50 million for Psyence Biomedical Ltd. (a wholly - owned subsidiary of Psyence housing the clinical trial and drug development business) and a pro forma enterprise value of US $111M • Psyence shareholders are expected to retain a pro forma ownership of approximately 37.9% of the Combined Company (excluding shares underlying warrants and assuming no redemptions by Newcourt’s public shareholders) Financing • There is expected to be a minimum of US$20 million in cash on the balance sheet at closing that may be sourced from a combination of the cash held in trust (net of redemptions), cash on the balance sheet, and through additional financing sources Transaction Rationale • Provides Psyence with access to the U.S. capital markets, to accelerate the development and advancement of its clinical pipeline • Public company - ready management and board • Gain access to a more sophisticated investor base for enhanced value Use of Proceeds • Working capital and general corporate purposes • CRO engagement to deliver top line Australian Phase IIb study data > Design & Initiate Phase III registrational studies • Exploring and initiating 2nd key indication
5 Psyence Biomedical Ltd. / Healing Minds with Science . Changing Lives with Nature Psyence Biomedical Ltd Strategic Value Drivers • Simple and Focused Business • Licensed IP protected Psilocybin Drug with exclusivity in USA, EU and UK • Initiate a Phase IIb Clinical Trial in Australia to develop a drug for Palliative Care • Projected New Drug Application in 2027 • Anticipated most advanced Psychedelic company globally in Palliative Care • Projected Oncology Palliative Care Market 10B$ in 2030 • Phase IIb trial under Ethics Review for approval to start study recruitment imminently • Focused on benefits of naturally derived Psilocybin • In - licensed IP (protected by a portfolio of patents comprising 5 patent families) to protect commercial viability of our assets • Pursuing second indication of AUD (Alcohol Use Disorder) • Management Team with Extensive Drug Development experience • Seasoned Board of Directors • Filed F4 to list on the NASDAQ
6 Psyence Biomedical Ltd. / Healing Minds with Science . Changing Lives with Nature Transaction Overview 1,2,3,4,5,6,7 Pro Forma Valuation PF Shares Outstanding (M) 13.2 Share Price ($) $10.0 PF Equity Value ($M) $132.0 (+) PF Debt ($M) $1.8 ( - ) PF Cash ($M) ($22.8) PF Enterprise Value ($M) $111 Pro Forma Ownership (assuming no redemptions) Shares (M) % Own. Psyence Rollover Equity 5.0 37.9% Public Shareholders 1.1 8.4% PIPE Investors 2.0 15.2% Sponsor Shares 3.5 26.8% Sponsor Private Placement Shares 1.1 8.6% Third - Party Advisor Shares 0.4 3.1% 13.2 100% Implied Sources & Uses Uses ($M) Equity to Psyence 50 Cash to Balance Sheet 23 Estimated Transaction Expenses 9 Total $82 Sources ($M) Psyence Rollover 50 Cash in Trust 12 Estimated Proceeds from PIPE 20 Total $82 Assumptions: 1. No cash or debt on balance sheet prior to transaction 2. 13.2 pro forma shares outstanding at $10.00 per common share 3. Pro forma ownership does not include equity incentive plan 4. Sponsor shares exclude 3M shares (“Public Backstop Shares”) subject to forfeit or transfer to reduce any deferred underwri tin g fees, or to transfer to non - affiliate third party investors providing backstop financing, non - redemption agreements or other financial support in connection with the transaction 5. Assumes $12M cash in trust and no further redemptions. Excludes interest earned in the trust 6. All charts and tables exclude warrants held by shareholders 7. Proceeds from the proposed PIPE Investment upon the issuance of 2,000,000 shares of Common Stock at a price of $10 per sha re Pro Forma Ownership
7 Psyence Biomedical Ltd. / Healing Minds with Science . Changing Lives with Nature Executive Summary Newcourt Acquisition Corp and Psyence entered into an Amended and Restated Business Combination Agreement on July 31st, 2023 • The Resulting cash in the Combined Company is anticipated to be approximately of $7M, which is intended to used for: • Completion of Australian Phase Ilb • Begin Development of 2nd Indication • Psyence Biomedical Ltd. is a wholly owned subsidiary of Psyence Group Inc. (CSE:PSYG, OTCBQ: PSYGF) • Focused on the development of natural psilocybin for the treatment of Adjustment Disorder in palliative care • Strong management with extensive pharma drug development experience • Phase IIb under Ethics review in Australia • Projected Key milestones: • Pre - IND FDA feedback received Q3 2023 • Phase IIb clinical trial in Australia projected initiation in Q1 2024, Topline data read out H1 2025 • Projected end of Phase II FDA meeting H1 2025, IND application for Phase III projected for H2 2025 • Approved protocol for Phase IIa clinical trial in UK (MHRA and Ethics) - paused Psyence Biomedical Ltd. / Healing Minds with Science . Changing Lives with Nature
8 Psyence Biomedical Ltd. / Healing Minds with Science . Changing Lives with Nature Acquisition Target
9 Psyence Biomedical Ltd. / Healing Minds with Science . Changing Lives with Nature Psyence Biomedical Ltd is changing the face of Palliative Care treatment Naturally Derived Plant based Psilocybin Accelerated Outsourced drug Development Ph IIb Ph III $10.4B USD Projected Size of Cancer Palliative Care Market 2030* 2027 Forecasted Year of (NDA) New Drug Application of Pallicybin** In Licensed IP exclusive to the USA, EU, UK and Australia (Ph III and commercialization phase) P rotected by a portfolio of patents comprising 5 patent families * Source: Global Psychedelic Therapeutics Market (insightaceanalytic.com) ** Pallicybin - Psyence’s proprietary Psilocybin projected NDA timing
10 Psyence Biomedical Ltd. / Healing Minds with Science . Changing Lives with Nature Large Palliative Care Market with Robust Projected CAGR *Source: Global Psychedelic Therapeutics Market (insightaceanalytic.com) Cancer $10.4B* Other Disease $18.2B* Projected Global Palliative Care Market $28.6B with 9.4% CAGR (2030)* Cancer = 37% of Total PC Market
11 Psyence Biomedical Ltd. / Healing Minds with Science . Changing Lives with Nature Palliative Care and Nature based: Key Differentiators within Psychedelic Sector Psyence Psychedelic Sector ** • First mover in Palliative Care • Phase IIb Ready • Pioneering Natural Psilocybin (Plant derived) vs Synthetic • Believed to be the only Company in Ph IIb with Natural Psilocybin • Entourage effect of Natural Psilocybin sustains efficacy * *https://entheonation.com/blog/entourage - effect - magic - mushrooms/ **Psychedelics Drug Development Tracker - Psychedelic Alpha
12 Psyence Biomedical Ltd. / Healing Minds with Science . Changing Lives with Nature Psyence Biomedical Ltd. / Healing Minds with Science . Changing Lives with Nature Advantages of the Development of Biological Drugs Differentiated FDA Pathway Differentiated FDA Pathway with benefits as defined by the Botanical Drug Guidance (2016): • Combination of multiple active compounds • Secondary compounds are part of the API • Contrast to conventional single compound API Intellectual property Intellectual property advantages: • Process patents for extraction, purification and standardization • Very difficult to genericize • More similarity to biologics than to small molecules Shorter Clinical Development Shorter track through Clinical Development: • Large body of existing evidence of usage and safety can replace usually required preclinical studies • Historical pharmacological and pharmacodynamic studies on active compound can alleviate need for phase 1 studies Efficacy and Consumer Preference • Entourage effect of multiple active compounds can improve efficacy and tolerability not possible with synthetics or single active compounds • Naturally sourced active compounds appeal to patient preferences
13 Psyence Biomedical Ltd. / Healing Minds with Science . Changing Lives with Nature Psyence’s Intellectual Property within Drug development Regulatory Protection Data and Marketing Exclusivity: • First indication with Molecule will be granted protection from any generic entry for periods up to 10 years • Upon approval, US FDA grants NCE protection for 5 years • Upon approval, EU grants equivalent protection for up to 10 years Intellectual Property Protection Licensing and Exclusivity of Patent Protected PEX010 (protected by a portfolio of patents comprising 5 patent families) Psychedelic Assisted Therapy Module (PAPM). Proprietary psychedelic treatment modules for the delivery of Palliative Care Psychotherapy in conjunction with our approved drug.
14 Psyence Biomedical Ltd. / Healing Minds with Science . Changing Lives with Nature Q2 2023 H1 2025 H2 2025 FDA Pre - IND Feedback Received HREC approval Phase IIb in Adjustment Disorder First patient Randomised Last patient Last visit Top Line Results Planned End of Phase II meeting with FDA FDA IND for PhIII registrational trials Q1 2024 H1 2025 Q2 2025 1 3 5 7 2 4 6 Anticipated Developmental Pathway to Approval H1 2024
15 Psyence Biomedical Ltd. / Healing Minds with Science . Changing Lives with Nature Patient Safety and Efficacy Enhanced by Psilocybin - Assisted Psychotherapy (PAP) *Brennan W and Belser AB (2022), Models of Psychedelic - Assisted Psychotherapy: A Contemporary Assessment and an Introduction to EMBARK, a Transdiagnostic,Trans - Drug Model. Front. Psychol. 13:866018. doi : 10.3389/fpsyg.2022.866018 Psilocybin Assisted Psychotherapy (usually 6 - 8 weeks in total) Introduction to therapist and process Intention setting Psychedelic session with therapist for 6 - 8 hours Ongoing psychotherapy or repeat psychedelic depending on response or relapse Integration session Integration session 2 The current standard of care in most uses of psychedelic medicines for the treatment of psychiatric indications includes the provision of a supportive therapeutic context before, during, and after drug administration.* Psyence will focus on the psychological distress of palliative care, an important but often ignored and/or poorly treated area. Developing our own unique PAP module to be delivered in Palliative Care
16 Psyence Biomedical Ltd. / Healing Minds with Science . Changing Lives with Nature Psyence Phase IIa protocol approved for Human use in the UK September 2022 (paused) • Our first clinical trial protocol using PEX010 for the treatment of Adjustment Disorder was been approved by MHRA (Medicines and Healthcare Products Regulatory Authority) in September 2022. • Study initiation was intentionally paused by Psyence to: • Focus on more advanced Phase IIb in Australia • Utilize CRO capability recently developed in Australia • Have a quicker path to US FDA IND • Access favorable Australian R&D rebate
17 Psyence Biomedical Ltd. / Healing Minds with Science . Changing Lives with Nature Australia Clinical Trial Phase IIb Psyence’s clinical trial program is focused on assessing the safety and efficacy of psilocybin - assisted psychotherapy for the treatment of adjustment disorder* due to an incurable cancer diagnosis versus psychotherapy alone. Projected Milestones Protocol submitted to the Ethics in May 2023 and responses received in June. Final approval expected in Q1 2023 4 Estimated timing of first patient in is H1 2024 Estimated top line study results Q1 2025 Overview Trial lead: Drs Phillip Ryan and Phillip Jaksa Location: Vitalis Research, Melbourne and possibly two more sites. CRO: Ingenu ( www.ingenucro.com.au ). Stage: Phase Ilb (Expected to start Q1 2024) Description: A Phase IIb double - blind, randomized, low - dose controlled clinical trial to assess the efficacy and safety of PEX010 in psilocybin - assisted psychotherapy for the treatment of adjustment disorder due to incurable cancer Product and Protocol The study protocol is under review with Ethics Board using Psyence licensed product FDA response to Pre - IND request received Sample size: 84 patients in three dosage arms – 1mg, 10mg and 25mg. May 2023 Q1 2024 H1 2025 Countries/Sites locations: Australia (Melbourne) Number of Patients: 84 Drug Product / imp: PEX010 Botanical Psilocybin * Adjustment disorder is under ICD - 11 and it’s a maladaptive reaction to an identifiable psychosocial stressor or multiple stressors that usually emerges within a month of the stressor.
18 Psyence Biomedical Ltd. / Healing Minds with Science . Changing Lives with Nature $50 $35 $68 $72 $129 $339 $378 Average $170 $50 $79 $90 $119 $241 $454 $542 Average $254 (USD $M) 1,3 Psyence Well - Positioned for Value Growth (1) • Valuation range can be estimated by comparing Psyence to related psychedelics and mental health focused public companies trading on US national exchanges at different stages of development • Proprietary drug development platform for naturally - derived medicines imparting near - term revenue generating opportunities and growth through internal drug development and out - licensing • Further catalysts create potential for significant share price appreciation Current Enterprise Values of Comparable Publicly Traded Companies *Source : S&P CapitalIQ , Company Filings ; Market data as of 9 / 14 / 2023 : (1) Represents the market capitalizations and enterprise values as of 9 / 14 / 2023 ( 2 ) The valuations listed on this slide reflect valuations of certain companies operating in a similar field as Psyence . Please note that such valuations are for informational purposes only and do not purport to reflect the real, assumed or potential valuation of the combined company . The valuations should not be relied upon in making an investment decision with respect to the potential purchase of the combined company’s securities and all individuals should refer to the disclaimers and the summary of risk factors related to these valuations on slides 3 and 27 ( 3 ) Indicative of the equity value ascribed to Psyence Biomedical Ltd only and not the pro forma entity Current Market Capitalizations of Comparable Publicly Traded Companies (USD $M) 1,3
19 Psyence Biomedical Ltd. / Healing Minds with Science . Changing Lives with Nature Selected Clinical Stage Psychedelic Comparable Company Market Data (1,2) 9/14/2023 ($ in millions, except per share data) GH Research PLC NasdaqGM:GHRS $10.42 $542 $378 1 COMPASS Pathways plc NasdaqGS:CMPS $9.92 $454 $339 3 Atai Life Sciences N.V. NasdaqGM:ATAI $1.45 $241 $35 5 Seelos Therapeutics, Inc. NasdaqCM:SEEL $0.94 $119 $129 3 Incannex Healthcare Limited NasdaqGM:IXHL $1.45 $90 $68 6 Cybin Inc. NYSEAM:CYBN $0.33 $79 $72 2 Mean $4.08 $254 $170 Median $1.45 $180 $101 Psyence Biomedical Ltd NasdaqCM:TBD NA $50 2 $50 2 1 Notes: 1) Market data reflective of the close on: 9/14/2023 2) Source: S&P Capital IQ # of Programs (Clinical Only) Company Exchange/Ticker Stock Price (1) Market Cap Enterprise Value Source : S&P CapitalIQ , Company Filings 1. Market data reflective as of the close on 9 / 14 / 2023 , the valuations listed on this slide reflect valuations of certain companies operating in a similar field as Psyence . Please note that such valuations are for informational purposes only and do not purport to reflect the real, assumed or potential valuation of the combined company . The valuations should not be relied upon in making an investment decision with respect to the potential purchase of the combined company’s securities and all individuals should refer to the disclaimers and the summary of risks related to these valuations on slides 3 and 27 2. Indicative of the equity value ascribed to Psyence Biomedical Ltd only and not the pro forma entity
20 Psyence Biomedical Ltd. / Healing Minds with Science . Changing Lives with Nature Selected Clinical Stage Psychedelic Comparable Company Descriptions (1) Source : S&P CapitalIQ , Company Filings 1. Market data reflective as of the close on 9 / 14 / 2023 , the valuations listed on this slide reflect valuations of certain companies operating in a similar field as Psyence . Please note that such valuations are for informational purposes only and do not purport to reflect the real, assumed or potential valuation of the combined company . The valuations should not be relied upon in making an investment decision with respect to the potential purchase of the combined company’s securities and all individuals should refer to the disclaimers and the summary of risks related to these valuations on slides 3 and 27 Company Ticker Business Descriptions GH Research PLC NasdaqGM:GHRS GH Research PLC, a clinical - stage biopharmaceutical company, engages in developing various therapies to treat psychiatric and ne urological disorders. The company develops 5 - Methoxy - N,N - Dimethyltryptamine (5 - MeO - DMT) therapies for the treatment of patients with treatment - resistant depression (TRD). Its lead program is GH001, an inhalable mebufotenin product candidate that has completed two Phase 1 clinical trials and Phase 1/2 clinical trial in patients with TRD. The company also develops GH002, an intravenous mebufotenin product candidate; and GH003, an intranasal mebufotenin product candidate, which are in preclinical development trials with a focus on psychiatric and neurological disorders. GH Research PLC was incorporated in 2018 and is based in Dublin, Ireland. COMPASS Pathways plc NasdaqGS:CMPS COMPASS Pathways plc operates as a mental health care company primarily in the United Kingdom and the United States. It devel ops COMP360, a psilocybin therapy that is in Phase III clinical trials for the treatment of treatmentresistant depression; and is in Phase II clinical trials for the treatment of post - traumatic stress disorder and anorexia nervosa. The com pany was formerly known as COMPASS Rx Limited and changed its name to COMPASS Pathways plc in August 2020. COMPASS Pathways plc was incorporated in 2020 and is headquartered in London, the United Kingdom. Atai Life Sciences N.V. NasdaqGM:ATAI ATAI Life Sciences N.V., a clinical - stage biopharmaceutical company, engages in acquiring, incubating, and developing various th erapeutics to treat depression, anxiety, addiction, and other mental health disorders. Its principal clinical programs include RL - 007, a pro - cognitive neuromodulator for cognitive impairment associated with schizophrenia; GRX - 917, a deute rated etifoxine for anxiety disorders; VLS - 01 a N,N - Dimethyltryptamine for treatment resistant depression (TRD); DMX - 1002, an oral formulation of ibogaine, a cholinergic, glutamatergic and monoaminergic receptor modulator that is a na turally occurring psychedelic product isolated from a West African shrub for the treatment of opioid use disorders (OUD); and EMP - 01, an oral formulation of an MDMA derivative being developed for the treatment of post - traumatic stres s disorder. The company’s other clinical programs comprise PCN - 101, a subcutaneous formulation of Rketamine , as a therapy for psychiatric indications initially focused on TRD; and KUR - 101, a formulation of deuterated mitragynine for the treatment Seelos Therapeutics, Inc. NasdaqCM:SEEL Seelos Therapeutics, Inc., a clinical - stage biopharmaceutical company, focuses on the development and commercialization of therapeutic s for the treatment of central nervous system, respiratory, and other disorders. The company’s lead programs are SLS - 002, an intranasal racemic ketamine for the treatment of acute suicidal ideation and behavior in patients with major depressive disorders; SLS - 005, a protein stabilizer for the treatment of amyotrophic lateral sclerosis a nd Sanfilippo syndrome; and SLS - 006, a partial dopamine agonist for the treatment of patients with Parkinson's disease (PD). Its pr eclinical programs include SLS - 007, a peptidic inhibitor to treat patients with PD; SLS - 008 for the treatment of pediatric indications; SLS - 004 for the treatment of PD; SLS - 010, an H3 receptor antagonist; and SLS - 012. The company was founded in 2016 and is headquartered in New York, New York. Incannex Healthcare Limited NasdaqGM:IXHL Incannex Healthcare Limited engages in the research, development, and sale of medicinal cannabinoid and psychedelic pharmaceutical pro du cts and therapies in Australia. It offers APIRx - 1801, an ultrapure tetrahydrocannabinol; APIRx - 1802, an ultrapure CBD; and APIRx - 1803, an ultrapure cannabigerol . The company also develops IHL - 42X, which has completed Phase IIa clinical trial for obstructive sleep apnea ; Psi - GAD that is in Phase IIa clinical trial for generalized anxiety disorder; MedChew Dronabinol, which has completed Phase Ia clinical trial for nausea and vomiting in chemotherapy; CanChew Plus that has completed Phase IIa clinical trial for irritable bowel syndrome; APIRx - 1601, which has completed Phase IIa clinical trial for vitiligo; APIRx - 1602 that has completed Phase IIa clinical trial for psoriasis; and APIRx - 1603, which has completed Phase IIa clinical trial for atopic dermatitis. In addition, its product portfolio includes IHL - 675A for inflammatory lung disease, IHL - 675A for rheumatoid arthritis, IHL - 675A for inflammatory bowel disease, and IHL - 216A for traumatic brain injury/concussion, which have completed pre - clinical trials; and MedChew 1401 for pain and spasticity in multiple sclerosis, MedChew GB for post - herpatic neuralgia, MedChew - 1502 for Parkinson's disease, MedChew - 1503 for dementia, MedChew RL for restless legs syndrome, APIRx 1505 Flotex for chrohn's disease, CanChew RX and SuppoCan (Suppository) for inflammatory bowel disease, CheWell for addiction of cannabis, CanQuit for tobacco smoking cessation, CanQuit O for opioid addiction, APIRx - 1701 for glaucoma, and APIRx - 1702 for dry eye syndrome that are in pre - clinical trials. The company was formerly known as Impression Healthcare Limited and changed its name t o Incannex Healthcare Limited in June 2020. Incannex Healthcare Limited was incorporated in 2001 and is based in Melbourne, Australia. Cybin Inc. NYSEAM:CYBN Cybin Inc., a clinical - stage biopharmaceutical company, focuses on developing psychedelic - based therapeutics. The company’s developme nt pipeline includes CYB003, a deuterated psilocybin analog , which is in Phase 1/2a clinical trial to treat major depressive and alcohol use disorders; CYB004, a deuterated dimethyltryptamine, which is in Phase 1 clinical trial fo r treating generalized anxiety disorders; and CYB005, a phenethylamine derivative, which in preclinical stage to treat neuroinflammation. It has also developed EMBARK, a psychological support model that integrates clinical approaches to p rom ote supportive healing with psychedelic medicine. The company is headquartered in Toronto, Canada.
21 Psyence Biomedical Ltd. / Healing Minds with Science . Changing Lives with Nature Psychedelics Research Gaining Acceptance and Momentum: Potential Market Disruptor
22 Psyence Biomedical Ltd. / Healing Minds with Science . Changing Lives with Nature Dr. Neil Maresky CEO • Trained MD in Emergency Medicine and Family Practice • VP Scientific Affairs AstraZeneca Canada Inc, Previously at Wyeth, Bayer • 25+ years of experience leading Research and Development for Big Pharma Jody Aufrichtig CO - FOUNDER, PRESIDENT AND EXECUTIVE CHAIRMAN • Chartered Accountant (ex EY) with 25 years private equity experience • Corporate governance and listed company experience • Ex Canopy Growth CEO Africa • Multiple award - winning entrepreneur and business builder creating significant shareholder value in various industries • Founded 19 companies over 25 years • Awarded Entrepreneur of the year 2023 Warwick Corden - Lloyd CHIEF FINANCIAL OFFICER • Chartered Accountant and Certified Project Manager with over 20 years of experience in the UK, the USA, and South Africa • Experienced in IPOs, capital raises, M&A, regulatory, compliance and corporate governance • Former Head of Financial Accounting at Capitec Bank • Former Senior Financial Manager at Bank of New York Mellon Taryn Vos GENERAL COUNSEL • Corporate and commercial attorney (associate (M&A) at Cliffe Dekker Hofmeyr Inc). • Formerly Head of Legal (AMEA) for Solar Capital (Pty) Ltd and Business Development (Legal) for Phelan Energy Group Ltd • Former Head of Legal for Canopy Growth Africa, then a subsidiary of Canopy Growth Corp Dr. Clive Ward - Able MEDICAL DIRECTOR • Pharmacist and physician with >30 years of international pharmaceutical experience in R&D and Commercialization of over 16 product launches • Experience at the executive level in global and affiliate roles for large pharmaceutical and biotechnology companies as well as smaller start - ups Psyence Biomedical Ltd Management Team Proven Track Record in Innovation with Extensive Pharma Development Experience
23 Psyence Biomedical Ltd. / Healing Minds with Science . Changing Lives with Nature Psyence Biomed Board of Directors Proven Track Record in Innovation with Extensive Operating Experience Dr. Neil Maresky CEO/BOARD MEMBER • Trained MD in Emergency Medicine and Family Practice • VP Scientific Affairs AstraZeneca Canada Inc, Previously at Wyeth, Bayer • 25+ years of experience leading Research and Development for Big Pharma Jody Aufrichtig DIRECTOR AND STRATEGIC BUSINESS DEVELOPMENT OFFICER • Multiple award - winning entrepreneur and business builder creating substantial shareholder value in multiple industries Marc Balkin BOARD MEMBER • Partner, DiGame • Former Partner, Hasso Plattner Ventures • Served on investment committees of Enablis , First National Bank Vumela FutureMaker , Alithea IDF • Newcourt Board Member Christopher Bull BOARD MEMBER • Internationally top - rated Patent and Technology Lawyer • Investor in several successful start - up businesses (Pharma, biotech, chemical processing) • Former Chairman of Venture Capital Fund and International IP firm
24 Psyence Biomedical Ltd. / Healing Minds with Science . Changing Lives with Nature Marc Balkin CHIEF EXECUTIVE OFFICER • Partner, DiGame • Former Partner, Hasso Plattner Ventures / Capital Emerging Markets • Served on and chaired investment committees of Enablis , First National Bank Vumela Fund, Telkom FutureMakers , Alithea IDF Michael Jordaan CHAIRMAN • Former CEO of First National Bank, operating in 10 emerging markets in Asia and Africa • Co - Founder and Chairman of Bank Zero • Co - Founder of Rain Telco • Investment Committee Chair of SA SME Fund • Board Member at Several Disruptive Technology Companies Ryan Gilbert ADVISOR • Founder & General Partner, Launchpad Capital • Chairman of SmartBiz Loans, Director, River City Bank, Director, bKash • CEO of FTAC Zeus and FTAC Parnassus • Former CEO of FTAC Olympus, now merged with Payoneer Newcourt’s Management Team Extensive operating and investing experience across emerging markets Jurgen van de Vyver CHIEF FINANCIAL OFFICER • Partner at Launchpad Capital • Former head of finance and operations at Propel Venture Partners
25 Psyence Biomedical Ltd. / Healing Minds with Science . Changing Lives with Nature Newcourt : Domain Experts in Partnership with Experienced SPAC Dealmakers PHOENIX BIOTECH ACQUISITION CORP. FTAC Olympus Acquisition Corp. $750mm merged with Payoneer Phoenix Biotech Acquisition Corp. $175mm SPAC Locust Walk Acquisition Corp. $175mm BioTech SPAC merged with Effector FTAC Zeus Acquisition Corp. $440mm SPAC Leveraging FTAC Experience
26 Psyence Biomedical Ltd. / Healing Minds with Science . Changing Lives with Nature Executive Summary Newcourt Acquisition Corp and Psyence entered into an Amended and Restated Business Combination Agreement on July 31st, 2023 • The Resulting cash in the Combined Company is anticipated to be approximately of $7M, which is intended to used for: • Completion of Australian Phase Ilb • Begin Development of 2nd Indication • Psyence Biomedical Ltd. is a wholly owned subsidiary of Psyence Group Inc. (CSE:PSYG, OTCBQ: PSYGF) • Focused on the development of natural psilocybin for the treatment of Adjustment Disorder in palliative care • Strong management with extensive pharma drug development experience • Phase IIb under Ethics review in Australia • Projected Key milestones: • Pre - IND FDA feedback received Q3 2023 • Phase IIb clinical trial in Australia projected initiation in Q1 2024, Topline data read out H1 2025 • Projected end of Phase II FDA meeting H1 2025, IND application for Phase III projected for H2 2025 • Approved protocol for Phase IIa clinical trial in UK (MHRA and Ethics) - paused Psyence Biomedical Ltd. / Healing Minds with Science . Changing Lives with Nature
27 Psyence Biomedical Ltd. / Healing Minds with Science . Changing Lives with Nature Risk Factors Relating to Psyence’s Business 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, the Combined Company 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 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 . 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 . 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 . 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 . 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 . The Proposed Transaction is subject to a number of conditions to closing including among others : obtaining Newcourt shareholder approval, Psyence Biomed, and, if necessary, Psyence shareholder approval of the Business Combination ; the completion of regulatory review from the SEC and the Canadian Securities Exchange (the “CSE”) ; the filing effectiveness of the Registration Statement ; obtaining required consents or approvals ; and the resignation of certain Newcourt's directors and officers . The obligations of each of Newcourt and Psyence to consummate the Business Combination are also conditioned on, among other things, the accuracy of the representations and warranties as set forth by the other parties in the Business Combination Agreement (subject to certain materiality qualifications) and the performance by the other parties, in all material respects, of their obligations under the Business Combination Agreement required to be performed at or prior to the closing . In addition, consummation of the Business Combination is subject to the parties being satisfied with their due diligence of the other parties, any conditions that the CSE may impose, including, if required, Psyence shareholder approval, and is also predicated on the parties settling and executing a number of ancillary agreements, including an amended and restated Newcourt shareholder rights agreement, lock - up agreements with Newcourt SPAC Sponsor LLC (the "Sponsor"), a support agreement with the Sponsor, and a support agreement with Psyence Group Inc . Risk Factors Relating to the Proposed Transaction The Proposed Transaction is subject to a number of conditions to closing including among others : obtaining Newcourt shareholder approval, Psyence Biomed, and, if necessary, Psyence shareholder approval of the Business Combination ; the completion of regulatory review from the SEC and the Canadian Securities Exchange (the “CSE”) ; the filing effectiveness of the Registration Statement ; obtaining required consents or approvals ; and the resignation of certain Newcourt's directors and officers . The obligations of each of Newcourt and Psyence to consummate the Business Combination are also conditioned on, among other things, the accuracy of the representations and warranties as set forth by the other parties in the Business Combination Agreement (subject to certain materiality qualifications) and the performance by the other parties, in all material respects, of their obligations under the Business Combination Agreement required to be performed at or prior to the closing . In addition, consummation of the Business Combination is subject to the parties being satisfied with their due diligence of the other parties, any conditions that the CSE may impose, including, if required, Psyence shareholder approval, and is also predicated on the parties settling and executing a number of ancillary agreements, including an amended and restated Newcourt shareholder rights agreement, lock - up agreements with Newcourt SPAC Sponsor LLC (the "Sponsor"), a support agreement with the Sponsor, and a support agreement with Psyence Group Inc . Readers are therefore cautioned not to place undue reliance on such forward - looking statements . In addition, in considering any prior performance information contained in this presentation, readers should bear in mind that past results are not necessarily indicative of future results, and there can be no assurance that Psyence will achieve results comparable to those discussed in this presentation . This presentation speaks as of the date hereof and neither Psyence nor any affiliate or representative thereof assumes any obligation to provide any recipient of this presentation with subsequent revisions or updates to any historical or forward - looking information contained in this presentation to reflect the occurrence of events and/or changes in circumstances after the date hereof, except as may be required by law .
28 Psyence Biomedical Ltd. / Healing Minds with Science . Changing Lives with Nature ir@psyence.com www.psyence.com
Newcourt Acquisition (NASDAQ:NCACU)
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Newcourt Acquisition (NASDAQ:NCACU)
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