FIRST AMENDMENT TO AMENDED AND RESTATED BUSINESS COMBINATION AGREEMENTBusiness Combination Agreement • November 15th, 2023 • Newcourt Acquisition Corp • Blank checks • Delaware
This First Amendment to the Amended and Restated Business Combination Agreement (this “Amendment”), dated as of November 9, 2023, is made and entered into 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 (“Parent”), Psyence Biomed II Corp., a corporation organized under the laws of Ontario, Canada (“Target”), Psyence Biomed Corp., a corporation formerly organized under the laws of British Columbia, Canada and continued under the laws of Ontario, Canada (“Original Target”) and Psyence Biomedical Ltd., a corporation organized under the laws of Ontario, Canada and a wholly-owned subsidiary of the Parent (“NewCo”).
