Sec Form 13D Filing - Psyence Group Inc. filing for - 2025-05-12

The principal business and principal office address of the Reporting Person is as follows: 121 Richmond Street West Penthouse Suite 1300 Toronto, Ontario M5H 2K1

The Reporting Person is a life science biotechnology company listed on the Canadian Securities Exchange (CSE:PSYG) with a focus on natural psychedelics.

The Reporting Person has not, during the last five years, been convicted in a criminal proceeding (excluding traffic violations or similar misdemeanors).

The Report Person has not, during the last five years, been a party to a civil proceeding of a judicial or administrative body of competent jurisdiction as a result of which such Reporting Person was or is subject to a judgment, decree or final order enjoining future violations of, or prohibiting or mandating activities subject to, federal or state securities laws or finding any violation with respect to such laws.

Psyence Group Inc. is a corporation organized under the laws of Ontario, Canada.

All of the Common Shares to which this Schedule 13D relates were acquired by the Reporting Person in connection with the following transactions: (i) On July 31, 2023, the Reporting Person entered in an Amended and Restated Business Combination Agreement, dated July 31, 2023 (as amended, the "BCA"), with the Issuer, Newcourt Acquisition Corp, a Cayman Islands exempted company ("NCAC"), Newcourt SPAC Sponsor LLC, a Delaware limited liability company ("Sponsor"), Psyence (Cayman) Merger Sub, a Cayman Islands exempted company and a direct and wholly owned subsidiary of the Issuer ("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 II"). The following transactions occurred pursuant to the terms of the BCA (collectively, the "Business Combination") at or prior to the effective time of the merger described herein below (the "Effective Time"): (i) immediately before the Effective Time, the Reporting Person contributed all of the issued and outstanding shares and other equity securities of Psyence II to the Issuer in exchange for 8,364 Common Shares (the "Company Exchange"); (ii) following the Company Exchange, Merger Sub merged with and into NCAC, with NCAC surviving the merger and each outstanding ordinary share of NCAC was converted into the right to receive one Common Share; and (iii) each outstanding warrant to purchase NCAC Class A ordinary shares was converted into a warrant to acquire one Common Share on substantially the same terms as were in effect immediately prior to the Effective Time under their terms. The Closing of the Business Combination occurred on January 25, 2024. The Reporting Person acquired 8,364 Common Shares as consideration in connection with the Closing of the Business Combination. (ii) On September 17, 2024, the Reporting Person and the Issuer entered into a Share Purchase and Sale Agreement (the "Psylabs Purchase Agreement") for the acquisition of an erstwhile 11.13% stake in Psyence Labs Ltd ("Psylabs" and such acquisition, the "Psylabs Acquisition"). Per the terms of the Psylabs Acquisition, the Issuer issued, to the Reporting Person, Common Shares valued at $1.1 million, at $41.25 per share, in exchange for the Reporting Person's stake in PsyLabs. On September 27, 2024, the Reporting Person and the Issuer entered into the Psylabs Purchase Agreement Addendum, pursuant to which the parties agreed that (i) in the event that the average VWAP for the ten trading days prior to January 15, 2025 is lower than $41.25, the Company is also required to make a "make whole payment" in cash or Common Shares, as set forth in the PsyLabs Purchase Agreement and (ii) the Company will register the resale of the Common Shares, as set forth in the PsyLabs Purchase Agreement. In addition, the parties agreed to extend the date by which the conditions precedent need to be met, from October 31, 2024 to November 30, 2024. On October 28, 2024, the transactions contemplated by the Psylabs Purchase Agreement, as amended, was closed and the Company issued 3,346 Common Shares (the "Psylabs PA Shares") to the Reporting Person pursuant to the terms of the Psylabs Purchase Agreement. On December 17, 2024, the Company issued 32,248 Common Shares to the Reporting Person pursuant to its make-whole obligations under the Psylabs Purchase Agreement Addendum. Effective November 26, 2024, the Issuer underwent a 75-to-1 reverse stock split of the Common Shares and on May 5, 2025, the Issuer underwent a 7.97-to-1 reverse stock split. The figures above are on a post-split basis. Between May 2, 2025 and May 9, 2025, the Reporting Person sold all of the Common Shares held by it. Such sales occurred in the open market at prevailing prices at the time of sale.

The information set forth in Item 3 is hereby incorporated by reference in its entirety. Except for the foregoing, the Reporting Person has no plans or proposals which relate to, or could result in, any of the matters referred to in paragraphs (a) and (c) through (j) of Item 4 of Schedule 13D.

Following the recent sales of the Common Shares previously held by the Reporting Person, the Reporting Person does not beneficially own any Common Shares.

The board of directors of the Reporting Person had the sole power to dispose or direct the disposition of all of the Common Shares that the Reporting Person beneficially owned as of May 9, 2025.

Except as described in Item 3, the Reporting Person has not effected any transactions in the Common Shares of the Issuer in the past 60 days.

Not applicable.

Between May 2, 2025 and May 9, 2025, the Reporting Person sold all the shares of Common Stock in the open market. As of that date, the Reporting Person is no longer the beneficial owner of more than five percent (5%) of the Issuer's Common Shares and therefore is no longer subject to the reporting requirements of Section 13(d) of the Securities Exchange Act of 1934. This amendment constitutes the final filing required by the Reporting Person under Section 13(d) of the Exchange Act with respect to the shares of Common Stock of the Issuer.

The information contained in Items 2, 3, 4 and 5 of this Schedule 13D is incorporated by reference herein.

1.1 Amended and Restated Business Combination Agreement, dated as of July 31, 2023, by and among Newcourt Acquisition Corp, Newcourt SPAC Sponsor LLC, Psyence Group Inc., Psyence Biomedical Ltd., Psyence (Cayman) Merger Sub, Psyence Biomed Corp. and Psyence Biomed II Corp. (incorporated by reference to Exhibit 2.2 to the Company's Registration Statement on Form F-4 (File No. 333-273553) filed with the SEC on November 13, 2023). 1.2 First Amendment to the Amended and Restated Business Combination Agreement, dated as of November 9, 2023, by and among Newcourt Acquisition Corp, Newcourt SPAC Sponsor LLC, Psyence Group Inc., Psyence Biomedical Ltd., Psyence (Cayman) Merger Sub, Psyence Biomed Corp. and Psyence Biomed II Corp. (incorporated by reference to Exhibit 2.3 to the Company's Registration Statement on Form F-4 (File No. 333-273553) filed with the SEC on November 13, 2023). 1.2 Share Purchase and Sale Agreement, dated as of September 17, 2024, by and among Psyence Biomedical Ltd., Psyence Group. Inc. and Psyence Labs Ltd. (incorporated by reference to Exhibit 99.1 to the Issuer's Current Report on Form 6-K filed with the Securities and Exchange Commission on September 20, 2024). 1.3 First Addendum to Share Purchase and Sale Agreement, dated as of September 27, 2024, by and among Psyence Biomedical Ltd., Psyence Group. Inc. and Psyence Labs Ltd. (incorporated by reference to Exhibit 99.3 to the Issuer's Current Report on Form 6-K filed with the Securities and Exchange Commission on October 8, 2024).