Key facts
Extracted from this filing and checked against the source text.
Executive change
SEC 8-K Item 5.02
confidence 0.95
Dr. Seth Feuerstein was appointed as Director at Newcourt Acquisition Corp.
- Action
- appointed
- Role
- Director
Exact text from the filing
Jody Aufrichtig, Dr. Neil Maresky, Marc Balkin, Chris Bull and Dr. Seth Feuerstein were appointed to serve as directors of Pubco
View on SEC.gov
Executive change
SEC 8-K Item 5.02
confidence 0.95
Dr. Neil Maresky was appointed as Director at Newcourt Acquisition Corp.
- Action
- appointed
- Role
- Director
Exact text from the filing
Jody Aufrichtig, Dr. Neil Maresky, Marc Balkin, Chris Bull and Dr. Seth Feuerstein were appointed to serve as directors of Pubco
View on SEC.gov
Executive change
SEC 8-K Item 5.02
confidence 0.95
Jody Aufrichtig was appointed as Director at Newcourt Acquisition Corp.
- Action
- appointed
- Role
- Director
Exact text from the filing
Jody Aufrichtig, Dr. Neil Maresky, Marc Balkin, Chris Bull and Dr. Seth Feuerstein were appointed to serve as directors of Pubco
View on SEC.gov
Executive change
SEC 8-K Item 5.02
confidence 0.95
Jody Aufrichtig was appointed as Chairman of the Board and Strategic Business Development Officer at Newcourt Acquisition Corp.
- Action
- appointed
- Role
- Chairman of the Board and Strategic Business Development Officer
Exact text from the filing
Jody Aufrichtig as Chairman of the Board and Strategic Business Development Officer
View on SEC.gov
Executive change
SEC 8-K Item 5.02
confidence 0.95
Marc Balkin departed as other at Newcourt Acquisition Corp.
- Action
- ceased
Exact text from the filing
each of Michael Jordaan, Marc Balkin, Jurgen van de Vyver, Simran Aggarwal, Rohit Bodas and Nicole Farb ceased to be director and/or officers of NCAC.
View on SEC.gov
Executive change
SEC 8-K Item 5.02
confidence 0.95
Nicole Farb departed as other at Newcourt Acquisition Corp.
- Action
- ceased
Exact text from the filing
each of Michael Jordaan, Marc Balkin, Jurgen van de Vyver, Simran Aggarwal, Rohit Bodas and Nicole Farb ceased to be director and/or officers of NCAC.
View on SEC.gov
Executive change
SEC 8-K Item 5.02
confidence 0.95
Jurgen van de Vyver departed as other at Newcourt Acquisition Corp.
- Action
- ceased
Exact text from the filing
each of Michael Jordaan, Marc Balkin, Jurgen van de Vyver, Simran Aggarwal, Rohit Bodas and Nicole Farb ceased to be director and/or officers of NCAC.
View on SEC.gov
Executive change
SEC 8-K Item 5.02
confidence 0.95
Warwick Corden-Lloyd was appointed as Chief Financial Officer at Newcourt Acquisition Corp.
- Action
- appointed
- Role
- Chief Financial Officer
Exact text from the filing
Warwick Corden-Lloyd as Chief Financial Officer
View on SEC.gov
Executive change
SEC 8-K Item 5.02
confidence 0.95
Simran Aggarwal departed as other at Newcourt Acquisition Corp.
- Action
- ceased
Exact text from the filing
each of Michael Jordaan, Marc Balkin, Jurgen van de Vyver, Simran Aggarwal, Rohit Bodas and Nicole Farb ceased to be director and/or officers of NCAC.
View on SEC.gov
Executive change
SEC 8-K Item 5.02
confidence 0.95
Rohit Bodas departed as other at Newcourt Acquisition Corp.
- Action
- ceased
Exact text from the filing
each of Michael Jordaan, Marc Balkin, Jurgen van de Vyver, Simran Aggarwal, Rohit Bodas and Nicole Farb ceased to be director and/or officers of NCAC.
View on SEC.gov
Executive change
SEC 8-K Item 5.02
confidence 0.95
Marc Balkin was appointed as Director at Newcourt Acquisition Corp.
- Action
- appointed
- Role
- Director
Exact text from the filing
Jody Aufrichtig, Dr. Neil Maresky, Marc Balkin, Chris Bull and Dr. Seth Feuerstein were appointed to serve as directors of Pubco
View on SEC.gov
Executive change
SEC 8-K Item 5.02
confidence 0.95
Chris Bull was appointed as Director at Newcourt Acquisition Corp.
- Action
- appointed
- Role
- Director
Exact text from the filing
Jody Aufrichtig, Dr. Neil Maresky, Marc Balkin, Chris Bull and Dr. Seth Feuerstein were appointed to serve as directors of Pubco
View on SEC.gov
Executive change
SEC 8-K Item 5.02
confidence 0.95
Michael Jordaan departed as other at Newcourt Acquisition Corp.
- Action
- ceased
Exact text from the filing
each of Michael Jordaan, Marc Balkin, Jurgen van de Vyver, Simran Aggarwal, Rohit Bodas and Nicole Farb ceased to be director and/or officers of NCAC.
View on SEC.gov
Executive change
SEC 8-K Item 5.02
confidence 0.95
Dr. Neil Maresky was appointed as Chief Executive Officer at Newcourt Acquisition Corp.
- Action
- appointed
- Role
- Chief Executive Officer
Exact text from the filing
Dr. Neil Maresky as Chief Executive Officer
View on SEC.gov
Governance Changes
SEC 8-K Item 5.03/5.05/5.06
confidence 0.9
Newcourt Acquisition Corp: Adopted amended and restated memorandum and articles of association in connection with the business combination, amending authorized share capital.
- Change
- charter amendment
Exact text from the filing
NCAC adopted an amended and restated memorandum and articles of association (the “Surviving Company A&R Memorandum and Articles”) which are substantially in the form of the memorandum and articles of association of Merger Sub, as in effect immediately prior to the Effective Time, as the amended and restated memorandum of association and articles of association of the Surviving Company, pursuant to which authorized share capital of NCAC was amended to refer to the authorized share capital of the surviving company as approved in the plan of merger in connection with the Merger.
View on SEC.gov
M&A Transactions
SEC 8-K Item 2.01/5.01
confidence 0.9
Newcourt Acquisition Corp underwent a change of control involving Psyence Biomedical Ltd. (closed 2024-01-25).
- Action
- change of control
- Counterparty
- Psyence Biomedical Ltd.
- Closing
- 2024-01-25
Exact text from the filing
On January 25, 2024, the merger of Newcourt Acquisition Corp (the “Company” or “NCAC”) and Psyence (Cayman) Merger Sub (“Merger Sub”) was completed pursuant to the terms of the Amended and Restated Business Combination Agreement, dated July 31, 2023 (as amended, the “Business Combination Agreement”), by and among NCAC, Merger Sub, Newcourt SPAC Sponsor LLC (“Sponsor”), Psyence Group Inc. (“Parent”), Psyence Biomedical Ltd. (“Pubco”), Psyence Biomed Corp. and Psyence Biomed II Corp. (“Psyence”), whic h, among other things provided for the merger of Merger Sub with and into NCAC (the “Merger”).
View on SEC.gov
Material Agreements
SEC 8-K Item 1.01/1.02
confidence 0.9
Newcourt Acquisition Corp entered into Securities Purchase Agreement with Pubco, Psyence, Sponsor and the other parties thereto (effective 2024-01-15).
- Action
- entry
- Agreement
- equity purchase
- Counterparty
- Pubco, Psyence, Sponsor and the other parties thereto
- Effective
- 2024-01-15
Exact text from the filing
the Securities Purchase Agreement, dated January 15, 2024, by and among Pubco, Psyence, Sponsor and the other parties thereto (the “Securities Purchase Agreement”)
View on SEC.gov
Material Agreements
SEC 8-K Item 1.01/1.02
confidence 0.9
Newcourt Acquisition Corp amended CCM Amendment with J.V.B. Financial Group, LLC, acting through its Cohen & Company Capital Markets division valued at 150,000 shares (effective 2024-01-25).
- Action
- amendment
- Counterparty
- J.V.B. Financial Group, LLC, acting through its Cohen & Company Capital Markets division
- Value
- 150,000 shares
- Effective
- 2024-01-25
Exact text from the filing
On January 25, 2024, NCAC and J.V.B. Financial Group, LLC, acting through its Cohen & Company Capital Markets division (“CCM”), entered into amendments (together, the “CCM Amendment”) to that certain Engagement Letter dated as of February 9, 2023
View on SEC.gov
Material Agreements
SEC 8-K Item 1.01/1.02
confidence 0.9
Newcourt Acquisition Corp entered into Amended and Restated Business Combination Agreement with Newcourt SPAC Sponsor LLC, Psyence Group Inc., Psyence Biomedical Ltd., Psyence Biomed Corp., Psyence Biomed II Corp. (effective 2023-07-31).
- Action
- entry
- Agreement
- merger
- Counterparty
- Newcourt SPAC Sponsor LLC, Psyence Group Inc., Psyence Biomedical Ltd., Psyence Biomed Corp., Psyence Biomed II Corp.
- Effective
- 2023-07-31
Exact text from the filing
the Amended and Restated Business Combination Agreement, dated July 31, 2023 (as amended, the “Business Combination Agreement”), by and among NCAC, Merger Sub, Newcourt SPAC Sponsor LLC (“Sponsor”), Psyence Group Inc. (“Parent”), Psyence Biomedical Ltd. (“Pubco”), Psyence Biomed Corp. and Psyence Biomed II Corp. (“Psyence”)
View on SEC.gov
Material Agreements
SEC 8-K Item 1.01/1.02
confidence 0.9
Newcourt Acquisition Corp entered into Lock-Up Agreement with certain persons and entities holding NCAC’s founder shares and private placement units and Parent (effective 2024-01-25).
- Action
- entry
- Agreement
- equity purchase
- Counterparty
- certain persons and entities holding NCAC’s founder shares and private placement units and Parent
- Effective
- 2024-01-25
Exact text from the filing
Simultaneous with the closing of the Business Combination (the “Closing”), the Company, certain persons and entities holding NCAC’s founder shares and private placement units (the “Original Holders”) and Parent (each, a “Lock-Up Party”), entered into a Lock-Up Agreement
View on SEC.gov
Material Agreements
SEC 8-K Item 1.01/1.02
confidence 0.9
Newcourt Acquisition Corp entered into Cantor Fee Modification Agreement with Cantor Fitzgerald & Co. valued at 150,000 shares (effective 2024-01-25).
- Action
- entry
- Counterparty
- Cantor Fitzgerald & Co.
- Value
- 150,000 shares
- Effective
- 2024-01-25
Exact text from the filing
On January 25, 2024, NCAC and Cantor, in consideration of redemption levels by NCAC public shareholders, among other factors, entered into a fee modification agreement (the “Cantor Fee Modification Agreement”)
View on SEC.gov
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