Nasdaq On Horizon For Psyence Group: Psilocybin Therapeutics Division Forms New Business Combination

The duo comprised of clinical-stage natural psilocybin biotech Psyence Group Inc. and special purpose acquisition company Newcourt Acquisition Corp NCAC announced that the SEC made effective a Form F-4 registration statement for a new business on November 13. 

Psyence Group’s CEO, Dr Neil Maresky says receiving SEC’s effectiveness is “one step closer to a listing on a U.S. national security exchange” and enhances the company’s corporate profile while it aims to launch a Phase 2b clinical trial on nature-derived psilocybin in palliative care.

Filed by new public company Psyence Biomedical Ltd., the statement is linked to an announced business combination between Newcorp and Psyence’s wholly-owned subsidiary, Psyence Biomed Corp, valued at $50 million in pre-money equity. 

Specifically, Psyence will contribute its therapeutics division to the new public company, to become a reporting issuer in the U.S. Expected to close within two business days following satisfaction of the requisite closing conditions and approvals contained in the agreement, the new company’s common shares are anticipated to trade under the Nasdaq ticker “PBM”.

Stock Option Plan, Participants & Advisors

Under a stock option plan, Psyence Group has granted stock options to eligible participants for the purchase of an aggregate 6,104,043 of its common shares at an exercise price of $0.043 (CA$0.06) per share. 

Of those, 3,887,377 options would expire on Dec. 31, 2025; 1,800,000 on June 30, 2026; and 416,666 on Dec. 31, 2027.

Newcourt, Psyence and other parties to the amended and restated 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 on the potential transaction under SEC rules. 

Information on Newcourt’s directors and executive officers can be found in the company’s SEC filings. Information regarding other potential participants in the shareholders’ solicitation, in connection with the transaction, and a description of their interests will be set forth in the registration statement when filed with the SEC.

Psyence’s advisors are Maxim Group LLC (financial,) WeirFoulds LLP, Ellenoff Grossman & Schole LLP (legal, Canadian and U.S. respectively.) Newcourt’s U.S. legal advisor is McDermott Will & Emery.

Photo: Benzinga edit with photo by geralt and sergeitokmakov on Pixabay.