Common Contracts

AMENDED AND RESTATED BUSINESS COMBINATION AGREEMENT by and among NEWCOURT ACQUISITION CORP, NEWCOURT SPAC SPONSOR LLC, PSYENCE (CAYMAN) MERGER SUB, PSYENCE GROUP INC. , PSYENCE BIOMED II CORP., PSYENCE BIOMED CORP., and PSYENCE BIOMEDICAL LTD. DATED...

Business Combination Agreement • August 1st, 2023 • Newcourt Acquisition Corp • Blank checks • Delaware

• Contract Type
  Business Combination Agreement
• Filed
  August 1st, 2023
• Company
  Newcourt Acquisition Corp
• Industry
  Blank checks
• Jurisdiction
  Delaware

THIS AMENDED AND RESTATED BUSINESS COMBINATION AGREEMENT is made and entered into as of July 31, 2023 (the “Effective Date”), by and among Newcourt Acquisition Corp, a Cayman Islands exempted company (“SPAC”), Newcourt SPAC Sponsor LLC, a Delaware limited liability company (the “Sponsor”), Psyence (Cayman) Merger Sub, a newly incorporated Cayman Islands exempted company (“Merger Sub”), Psyence Group Inc., a corporation organized under the laws of Ontario, Canada (the “Parent”), Psyence Biomed II Corp., a corporation organized under the laws of Ontario, Canada (the “Target”), Psyence Biomed Corp., a corporation organized under the laws of British Columbia, Canada (the “Original Target”) and Psyence Biomedical Ltd., a corporation organized under the laws of Ontario, Canada and a wholly-owned subsidiary of the Parent (“NewCo”). Each of SPAC, Sponsor, Merger Sub, the Parent, the Target, the Original Target, NewCo and the Original Parent (as defined below), are also referred to herein as a

AMENDED AND RESTATED BUSINESS COMBINATION AGREEMENT

Business Combination Agreement • August 1st, 2023 • Delaware

• Contract Type
  Business Combination Agreement
• Filed
  August 1st, 2023
• Jurisdiction
  Delaware

made and entered into as of July 31, 2023 (the “Effective Date”), by and among Newcourt Acquisition Corp, a Cayman Islands exempted company (“SPAC”), Newcourt SPAC Sponsor LLC, a Delaware limited liability company (the “Sponsor”), Psyence (Cayman) Merger Sub, a newly incorporated Cayman Islands exempted company (“Merger Sub”), Psyence Group Inc., a corporation organized under the laws of Ontario, Canada (the “Parent”), Psyence Biomed II Corp., a corporation organized under the laws of Ontario, Canada (the “Target”), Psyence Biomed Corp., a corporation organized under the laws of British Columbia, Canada (the “Original Target”) and Psyence Biomedical Ltd., a corporation organized under the laws of Ontario, Canada and a wholly- owned subsidiary of the Parent (“NewCo”). Each of SPAC, Sponsor, Merger Sub, the Parent, the Target, the Original Target, NewCo and the Original Parent (as defined below), are also referred to herein as a “Party” and, collectively, as the “Parties”. The term “Agre