Newcourt Acquisition Corp announced that it has entered into a securities purchase agreement with new investor Psyence Therapeutics Corp. to issue up to 4 senior secured convertible notes for the aggregate principal amount of up to $12,500,000 in exchange for up to gross proceeds of $10,000,000 on January 15, 2024. Pursuant to the Securities Purchase Agreement, the investor has agreed to transfer, immediately prior the the closing, an aggregate of 3,000,000 Ordinary Shares, 1,300,000 of which will be transferred to the purchaser, 1,300,000 of which will be transferred to Tabula Rasa Ltd and 400,000 of which will be transferred to Launchpad Capital Opportunities Fund LP.

It is contemplated by the Securities Purchase Agreement that the investor will enter into a lock-up agreement to amend the current lock-up terms, such that all structuring shares will be freely tradable without restriction upon closing, and the remaining ordinary shares held by investor will be subject to lock-up restrictions until 180 days following the closing of the Business Combination, or such later date pursuant to the terms set forth therein. The First Tranche Note will be a total of $3,125,000 of principal in exchange for a total of $2,500,000 in subscription amounts and will be issuable to the Purchaser substantially concurrently with, and contingent upon, the consummation of the Business Combination or at such other time and place as Pubco and the Purchaser mutually agree upon. The Second Tranche Note will be a total of $3,125,000 of principal in exchange for a total of $2,500,000 in subscription amounts.

The Third Tranche Note, if any, will be a total of $3,125,000 of principal in exchange for a total of $2,500,000 in subscription amounts. The Fourth Tranche Note, if any, will be a total of $3,125,000 of principal in exchange for a total of $2,500,000 in subscription amounts. On the original issuance date, interest shall begin accruing at 8% per annum based on the outstanding principal amount of the note, payable monthly in arrears in cash or in common shares.

The Conversion Price, commencing on the first trading day following the closing of the Business Combination shall be $10 provided, however, it may be subject to adjustments according to the terms and reset dates included in the Note.