Two weeks ago, Filament Health announced a merger that would see the company traded on the NASDAQ exchange. Now we have Psyence announcing similar news, a SPAC merger and filing with the SEC for eventual NASDAQ trading.

“The filing of the F-4 Registration Statement is a culmination of a huge effort by both Newcourt and Psyence’s teams and signifies the progress that Psyence Biomed and Newcourt have made,” said Dr. Neil Maresky, Chief Executive officer, of Psyence.

“This strategic milestone is expected to provide Psyence’s therapeutics business with access to the capital required, as the therapeutics team continues to execute our strategy and address the challenges of palliative care patients.”

As with Filament, it seems Psyence — currently listed on the very junior CSE exchange — and other firms are using this SPAC instrument to access the potential capital of the NASDAQ.

See the full press release below and stay tuned to Microdose for more on this move.

Psyence Group Announces SEC Registration Filing with NASDAQ SPAC, Newcourt, and Signing of Amended and Restated Business Combination Agreement

VANCOUVER, British Columbia, Aug. 02, 2023 (GLOBE NEWSWIRE) — Psyence Group Inc. (CSE:PSYG | OTCQB: PSYGF), a clinical-stage life science biotechnology company pioneering the use of natural psilocybin in mental health and well-being (“Psyence”), and Newcourt Acquisition Corp (“Newcourt”) (Nasdaq: NCAC), a special purpose acquisition company (“SPAC”) today announced the entry into an amended and restated business combination agreement (the “Amended and Restated Business Combination Agreement”), which supersedes the Business Combination Agreement announced on January 9, 2023. Pursuant to the Amended and Restated Business Combination Agreement, prior to the closing of the business combination (the “Business Combination”), Psyence will contribute Psyence Biomed, its therapeutics division, to Psyence Biomedical Ltd. (“Pubco”) which is intended to become a reporting issuer in the United States.

For purposes of the Business Combination, SPAC has attributed a pre-money equity value of USD$50 million for Psyence’s therapeutics business, Psyence Biomed. The closing of the Business Combination is conditioned upon, among other things, SPAC regulatory and shareholder approvals, as well as the SPAC having a minimum of USD$20 million of cash (net of liabilities) upon closing of the Business Combination.

Additionally, Newcourt and Psyence announced the filing of a registration statement on Form F-4 (the “Registration Statement”), which contains a preliminary proxy statement/prospectus, with the U.S. Securities and Exchange Commission (“SEC”) in connection with the proposed Business Combination. While the Registration Statement has not yet become effective, and the information contained therein is subject to change, it provides important information about Psyence Biomed’s business and operations, the proposed Business Combination, and the proposals to be considered by SPAC’s shareholders.

“The filing of the F-4 Registration Statement is a culmination of a huge effort by both Newcourt and Psyence’s teams and signifies the progress that Psyence Biomed and Newcourt have made,” said Dr. Neil Maresky, Chief Executive officer, of Psyence. “This strategic milestone is expected to provide Psyence’s therapeutics business with access to the capital required, as the therapeutics team continues to execute our strategy and address the challenges of palliative care patients.”

Maxim Group LLC is acting as financial advisor to Psyence. WeirFoulds LLP is acting as Canadian legal advisor and Ellenoff Grossman & Schole LLP is acting as U.S. legal advisor to Psyence. McDermott Will & Emery is acting as U.S. legal advisor to Newcourt.

About Psyence Group Inc

Psyence is a life science biotechnology company listed on the Canadian Securities Exchange (CSE: PSYG) and quoted on the OTCQB (OTCQB: PSYGF), with a focus on natural psychedelics. The Psyence Biomed Division works with natural psilocybin products for the healing of psychological trauma and its mental health consequences in the context of palliative care. Our name “Psyence” combines the words psychedelic and science to affirm our commitment to producing psychedelic medicines developed through evidence-based research. Informed by nature and guided by science, we built and operate one of the world’s first federally licensed commercial psilocybin mushroom cultivation and production facilities in Southern Africa. Our team brings international experience in both business and science and includes experts in mycology, neurology, palliative care, and drug development. We work to develop advanced natural psilocybin products for clinical research and development. Our key divisions, Psyence Production, Psyence Therapeutics and Psyence Function, anchor an international collaboration, with operations in Canada, the United Kingdom, Southern Africa, and a presence in the United States and Australia. Learn more at www.psyence.com

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