--- schema_version: "secwatch.filing_event.v1" accession: "0001104659-24-008879" form_type: "8-K" ticker: null cik: "0001849475" company_name: "Newcourt Acquisition Corp" filed_at: "2024-01-31T23:59:59+00:00" generated_at: "2026-06-06T14:06:32.251656+00:00" event_type: "m_and_a" sentiment: "neutral" materiality_score: 0.8 calibrated_materiality_score: 0.8 confidence: "high" source: SEC EDGAR --- # NCAC completes merger with Psyence Biomedical; Psyence Biomed lists on Nasdaq under PBM ## Summary - Business combination closed Jan 25, 2024; Psyence Biomedical now trading on Nasdaq starting Jan 26 under PBM (common) and PBMWW (warrants). - Up to $10M raised via senior secured convertible notes from US investment firm to fund clinical trials. - New board and officers: Dr. Neil Maresky (CEO), Jody Aufrichtig (Chairman), Warwick Corden-Lloyd (CFO). - Minimum cash condition ($20M) and PIPE investment condition waived to enable closing. - NCAC's securities delisted from Nasdaq; intends to file Form 15 to terminate registration. ## SEC filing metadata - accession: 0001104659-24-008879 - form_type: 8-K - cik: 0001849475 - company_name: Newcourt Acquisition Corp - filed_at: 2024-01-31T23:59:59+00:00 - event_type: m_and_a - sentiment: neutral - materiality_score: 0.8 - calibrated_materiality_score: 0.8 - confidence: high - sec_items: 1.01, 2.01, 2.03, 3.01, 3.03, 5.01, 5.02, 5.03, 8.01, 9.01 - EDGAR index: https://www.sec.gov/Archives/edgar/data/1849475/000110465924008879/0001104659-24-008879-index.htm - EDGAR primary document: https://www.sec.gov/Archives/edgar/data/1849475/000110465924008879/tm244743d1_8k.htm ## Machine-readable alternates - HTML: https://secwatch.observer/filing/0001104659-24-008879 - JSON: https://secwatch.observer/filing/0001104659-24-008879.json - Plain text: https://secwatch.observer/filing/0001104659-24-008879.txt ## Key facts - Executive change Dr. Seth Feuerstein was appointed as Director at Newcourt Acquisition Corp. - Action: appointed - Role: Director source text: Jody Aufrichtig, Dr. Neil Maresky, Marc Balkin, Chris Bull and Dr. Seth Feuerstein were appointed to serve as directors of Pubco evidence_url: https://www.sec.gov/Archives/edgar/data/1849475/000110465924008879/0001104659-24-008879-index.htm - Executive change Dr. Neil Maresky was appointed as Director at Newcourt Acquisition Corp. - Action: appointed - Role: Director source text: Jody Aufrichtig, Dr. Neil Maresky, Marc Balkin, Chris Bull and Dr. Seth Feuerstein were appointed to serve as directors of Pubco evidence_url: https://www.sec.gov/Archives/edgar/data/1849475/000110465924008879/0001104659-24-008879-index.htm - Executive change Jody Aufrichtig was appointed as Director at Newcourt Acquisition Corp. - Action: appointed - Role: Director source text: Jody Aufrichtig, Dr. Neil Maresky, Marc Balkin, Chris Bull and Dr. Seth Feuerstein were appointed to serve as directors of Pubco evidence_url: https://www.sec.gov/Archives/edgar/data/1849475/000110465924008879/0001104659-24-008879-index.htm - Executive change 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 source text: Jody Aufrichtig as Chairman of the Board and Strategic Business Development Officer evidence_url: https://www.sec.gov/Archives/edgar/data/1849475/000110465924008879/0001104659-24-008879-index.htm - Executive change Marc Balkin departed as other at Newcourt Acquisition Corp. - Action: ceased source text: 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. evidence_url: https://www.sec.gov/Archives/edgar/data/1849475/000110465924008879/0001104659-24-008879-index.htm - Executive change Nicole Farb departed as other at Newcourt Acquisition Corp. - Action: ceased source text: 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. evidence_url: https://www.sec.gov/Archives/edgar/data/1849475/000110465924008879/0001104659-24-008879-index.htm - Executive change Jurgen van de Vyver departed as other at Newcourt Acquisition Corp. - Action: ceased source text: 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. evidence_url: https://www.sec.gov/Archives/edgar/data/1849475/000110465924008879/0001104659-24-008879-index.htm - Executive change Warwick Corden-Lloyd was appointed as Chief Financial Officer at Newcourt Acquisition Corp. - Action: appointed - Role: Chief Financial Officer source text: Warwick Corden-Lloyd as Chief Financial Officer evidence_url: https://www.sec.gov/Archives/edgar/data/1849475/000110465924008879/0001104659-24-008879-index.htm - Executive change Simran Aggarwal departed as other at Newcourt Acquisition Corp. - Action: ceased source text: 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. evidence_url: https://www.sec.gov/Archives/edgar/data/1849475/000110465924008879/0001104659-24-008879-index.htm - Executive change Rohit Bodas departed as other at Newcourt Acquisition Corp. - Action: ceased source text: 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. evidence_url: https://www.sec.gov/Archives/edgar/data/1849475/000110465924008879/0001104659-24-008879-index.htm - Executive change Marc Balkin was appointed as Director at Newcourt Acquisition Corp. - Action: appointed - Role: Director source text: Jody Aufrichtig, Dr. Neil Maresky, Marc Balkin, Chris Bull and Dr. Seth Feuerstein were appointed to serve as directors of Pubco evidence_url: https://www.sec.gov/Archives/edgar/data/1849475/000110465924008879/0001104659-24-008879-index.htm - Executive change Chris Bull was appointed as Director at Newcourt Acquisition Corp. - Action: appointed - Role: Director source text: Jody Aufrichtig, Dr. Neil Maresky, Marc Balkin, Chris Bull and Dr. Seth Feuerstein were appointed to serve as directors of Pubco evidence_url: https://www.sec.gov/Archives/edgar/data/1849475/000110465924008879/0001104659-24-008879-index.htm - Executive change Michael Jordaan departed as other at Newcourt Acquisition Corp. - Action: ceased source text: 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. evidence_url: https://www.sec.gov/Archives/edgar/data/1849475/000110465924008879/0001104659-24-008879-index.htm - Executive change Dr. Neil Maresky was appointed as Chief Executive Officer at Newcourt Acquisition Corp. - Action: appointed - Role: Chief Executive Officer source text: Dr. Neil Maresky as Chief Executive Officer evidence_url: https://www.sec.gov/Archives/edgar/data/1849475/000110465924008879/0001104659-24-008879-index.htm - Governance Changes 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 source text: 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. evidence_url: https://www.sec.gov/Archives/edgar/data/1849475/000110465924008879/0001104659-24-008879-index.htm - M&A Transactions 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 source text: 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”). evidence_url: https://www.sec.gov/Archives/edgar/data/1849475/000110465924008879/0001104659-24-008879-index.htm - Material Agreements 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 source text: the Securities Purchase Agreement, dated January 15, 2024, by and among Pubco, Psyence, Sponsor and the other parties thereto (the “Securities Purchase Agreement”) evidence_url: https://www.sec.gov/Archives/edgar/data/1849475/000110465924008879/0001104659-24-008879-index.htm - Material Agreements 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 source text: 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 evidence_url: https://www.sec.gov/Archives/edgar/data/1849475/000110465924008879/0001104659-24-008879-index.htm - Material Agreements 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 source text: 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”) evidence_url: https://www.sec.gov/Archives/edgar/data/1849475/000110465924008879/0001104659-24-008879-index.htm - Material Agreements 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 source text: 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 evidence_url: https://www.sec.gov/Archives/edgar/data/1849475/000110465924008879/0001104659-24-008879-index.htm - Material Agreements 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 source text: 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”) evidence_url: https://www.sec.gov/Archives/edgar/data/1849475/000110465924008879/0001104659-24-008879-index.htm This AI-assisted summary is a reading aid. Review the linked SEC EDGAR filing before relying on any specific claim.