~~UNITED STATES~~United States

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

Form 8-K

Current Report

Pursuant to Section 13 or 15(d) of the

Securities Exchange Act of 1934

~~January~~Date ~~23,~~of ~~2024~~Report (Date of earliest event reported): January 22, 2024)

Date of Report (Date of earliest event reported)

Newcourt Acquisition Corp

(Exact ~~Name~~name of ~~Registrant~~registrant as ~~Specified~~specified in its ~~Charter~~charter)

Cayman Islands		001-40929		N/A
(State or other jurisdiction of incorporation)		(Commission File Number)		(~~I.R.S.~~IRS Employer Identification No.)

2201 Broadway, Suite 705 Oakland, CA		94612
(Address of Principal Executive Offices)		(Zip Code)

2201 Broadway, Suite 705

Oakland, CA 94612

(Address of principal executive offices, including zip code)

Registrant’s telephone number, including area code: (657) 271-4617

Not Applicable

(Former name or former address, if changed since last report)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

☒¨ Written communications pursuant to Rule 425 under the Securities Act ~~☐ Soliciting material pursuant to Rule 14a-12 under the Exchange Act ☐ Pre-commencement communications pursuant to Rule 14d-2~~(b)17 ~~under~~CFR ~~the Exchange Act ☐ Pre-commencement communications pursuant to Rule 13e-4(c~~230.425) ~~under the Exchange Act~~

¨	Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

¨	Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

¨	Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Securities registered pursuant to Section 12(b) of the Act:

Title of each class	Trading Symbol(s)	Name of each exchange on which registered
Units, each consisting of one Class A ordinary share, par value $0.0001 per share, and one-half of one Redeemable Warrant	NCACU	The Nasdaq Stock Market LLC
Class A ordinary shares, par value $0.0001 per share, included as part of the Units	NCAC	The Nasdaq Stock Market LLC
Class A ordinary share, par value $0.0001 per share, included as part of the units	NCAC	The Nasdaq Stock Market LLC
Redeemable Warrants, each exercisable for one Class A ordinary share for $11.50 per share, included as part of the Units	NCACW	The Nasdaq Stock Market LLC
Redeemable warrants, each exercisable for one Class A ordinary share for $11.50 per share, included as part of the units	NCACW	The Nasdaq Stock Market LLC

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (~~17 CFR~~ §230.405 of this chapter) or Rule 12b-2 of the ~~Securities~~ Securities Exchange Act of 1934 (~~17 CFR~~ §240.12b-2 of this chapter).

Emerging growth company ☒x

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐¨

~~INTRODUCTORY~~Item ~~NOTE~~1.01 Entry into a Material Definitive Agreement.

~~As previously~~On ~~disclosed~~January 22, 2024, Newcourt Acquisition Corp ~~(“Newcourt”) entered into the Amended and Restated Business Combination~~ ~~Agreement, dated July 31, 2023~~ (~~as amended, supplemented, or otherwise modified from time to time,~~ the “~~Business Combination Agreement~~Company”), byheld ~~and~~an ~~among~~extraordinary ~~Newcourt,~~general ~~Newcourt~~meeting ~~SPAC~~of ~~Sponsor~~shareholders ~~LLC, a Delaware limited liability company~~ (~~“Sponsor”), Psyence Group Inc., a corporation organized under~~ the ~~laws of Ontario, Canada (~~“~~Parent~~Extension Meeting”), ~~Psyence~~for ~~Biomedical Ltd., a corporation organized under~~ the ~~laws~~ purpose of ~~Ontario,~~considering ~~Canada (“Pubco”,~~ and ~~after~~voting ~~the~~on ~~closing of~~ the ~~merger,~~Extension ~~the “Combined~~Amendment ~~Company”), Psyence (Cayman) Merger Sub, a Cayman Islands exempted company~~ and athe ~~direct~~Trust ~~and~~Agreement ~~wholly~~Amendment ~~owned subsidiary of Pubco~~ (~~“Merger~~each ~~Sub”),~~as ~~Psyence~~defined ~~Biomed Corp., a corporation organized under the laws of British Columbia, Canada (“Original Target”~~below), and ~~Psyence Biomed II Corp.~~, aif ~~corporation organized under the laws of Ontario~~presented, ~~Canada (“Psyence”). We refer~~the proposal to ~~transactions~~adjourn ~~contemplated by~~ the ~~Business~~Extension ~~Combination~~Meeting ~~Agreement,~~to ~~collectively,~~a aslater ~~the “Business Combination”~~date.

~~Item 7.01.~~At ~~Regulation~~the FDExtension ~~Disclosure~~Meeting, the shareholders of the Company approved the amendment to the Company’s investment management trust agreement, dated as of October 19, 2021, as amended, by and between the Company and Continental Stock Transfer & Trust Company (the “Trust Agreement Amendment”) to extend the date by which the Company must consummate an initial business combination for one (1) month, from January 22, 2024 to February 22, 2024.

~~On January~~The ~~22,~~foregoing ~~2024, Newcourt~~description ~~issued~~of athe ~~press~~Trust ~~release~~Agreement Amendment ~~announcing~~is ~~the~~a ~~continuation~~summary ofonly ~~the~~and ~~closing~~is ~~process~~qualified ~~for~~in ~~the~~its ~~Business~~entirety ~~Combination as~~by ~~contemplated~~reference into the ~~Business~~full ~~Combination~~text ~~Agreement.~~of Athe ~~copy~~Trust ofAgreement ~~the~~Amendment, ~~press~~a ~~release~~copy of which is attached ~~hereto~~ as Exhibit 9910.1 hereto and is incorporated by reference herein.

~~The information set forth in this~~ Item 75.0103 isAmendments ~~intended~~ to beArticles ~~furnished and shall not be deemed “filed” for purposes~~ of ~~Section 18~~Incorporation ~~of the Securities Exchange Act of 1934, as amended (the “Exchange Act”),~~ or ~~otherwise~~Bylaws; ~~subject~~Change ~~to the liabilities of that section, nor shall it be deemed incorporated by reference~~ in ~~any~~Fiscal ~~filing under the Securities Act of 1933, as amended (the “Securities Act”), or the Exchange Act, except as expressly set forth by specific reference in such filing.~~ Year

~~Additional~~At ~~Information~~the Extension Meeting, the shareholders of the Company also approved an amendment (the “Extension Amendment”) to the Company’s Amended and ~~Where~~Restated Memorandum and Articles of Association, as amended, to ~~Find~~extend Itthe date by which the Company must consummate an initial business combination for one (1) month, from January 22, 2024 to February 22, 2024.

InUnder ~~connection with~~Cayman ~~the~~Islands ~~Business Combination~~law, the ~~Registration~~Extension ~~Statement~~Amendment took oneffect ~~Form~~upon ~~F-4~~approval ~~(the “Registration Statement”) was filed~~ by ~~Pubco with~~ the Ushareholders.S. ~~Securities and Exchange Commission (the “SEC”) and includes the proxy statement / prospectus with respect to the proposed business combination.~~ The ~~Registration~~Company ~~Statement~~plans ~~was declared effective on November 13, 2023. The proxy statement / prospectus and other relevant documents were mailed~~ to ~~shareholders~~file ~~of Newcourt as of November 13, 2023,~~ the ~~record~~amendment ~~date established for voting on the proposed business combination. Shareholders of Newcourt and other interested persons are advised~~ to ~~read~~ the ~~proxy~~Charter ~~statement / prospectus and any other relevant documents that have been filed or will be filed~~ with the ~~SEC,~~Cayman asIslands ~~well as any amendments or supplements to these~~General ~~documents,~~Registry ~~carefully~~within ~~and~~15 indays their entirety because they will contain important information about Newcourt, Psyence and the proposed Business Combination and the other parties thereto. Shareholders will also be able to obtain copies of the ~~Registration~~Extension ~~Statement and the proxy statement / prospectus, without charge, by directing a written request to: Newcourt Acquisition Corp, 2201 Broadway, Suite 705, Oakland, CA 94612~~Meeting. ~~These documents, once available, and Newcourt’s annual and other reports filed with the SEC, can also be obtained, without charge, at the SEC’s internet site (http://www.sec.gov).~~

~~No Offer~~The orforegoing ~~Solicitation~~description is qualified in its entirety by reference to the Extension Amendment, a copy of which is attached as Exhibit 3.1 hereto and is incorporated by reference herein.

~~This communication is~~Item ~~for~~5.07 ~~informational~~Submission ~~purposes~~of ~~only~~Matters ~~and is not intended~~ to ~~and does not constitute, or form~~ a ~~part~~Vote of, anSecurity offer, invitation or the solicitation of an offer or invitation to purchase, otherwise acquire, subscribe for, sell or otherwise dispose of any securities, or the solicitation of any vote or approval in any jurisdiction, pursuant to the proposed Business Combination or otherwise, nor shall there be any sale, issuance or transfer of securities in any jurisdiction in contravention of applicable lawHolders.

~~Participants~~On January 22, 2024, the Company held the Extension Meeting for the purposes of considering and voting upon the Extension Amendment, the Trust Agreement Amendment and, if presented, the proposal to adjourn the Extension Meeting to a later date. As of the record date of January 11, 2024, there were a total of 8,788,021 ordinary shares, including 8,788,021 Class A ordinary shares and 0 Class B ordinary shares, issued and outstanding and entitled to vote at the Extension Meeting. There were 7,642,000 ordinary shares present at the Extension Meeting in person or represented by proxy, or approximately 87% of the ~~Solicitation~~total shares issued and outstanding and entitled to vote at the Extension Meeting, representing a quorum.

~~Newcourt, Psyence,~~The ~~the~~Extension ~~other parties to the Business Combination Agreement, and their respective directors and executive officers, other members~~Amendment was ofapproved ~~management~~by ~~and~~a ~~employees~~special ~~may~~resolution ~~be considered participants in the solicitation~~ of ~~proxies with respect to~~ the ~~potential transaction described in this communication under the rules of the SEC. Information about the directors and executive officers of Newcourt is set forth in Newcourt~~Company’s ~~filings with the SEC. Information regarding other persons who may~~shareholders, ~~under the rules of the SEC, be deemed participants in the solicitation of the shareholders in connection with the potential transaction~~ and areceived ~~description of their interests will be set forth in~~ the ~~Registration Statement when it is filed with the SEC. These documents can be obtained free of charge from the sources indicated~~following ~~above.~~votes:

For		Against		Abstain
7,642,000		0		0

~~Forward-Looking~~The ~~Statements~~Trust Agreement Amendment was approved by the affirmative vote of at least 65% of the Company’s outstanding Class A ordinary shares and Class B ordinary shares, and received the following votes:

This communication contains “forward-looking statements” within the meaning of the Private Securities Litigation Reform Act of 1995. Such statements include, but are not limited to, statements about future financial and operating results, our plans, objectives, expectations and intentions with respect to future operations, products and services; and other statements identified by words such as “will likely result,” “are expected to,” “will continue,” “is anticipated,” “estimated,” “believe,” “intend,” “plan,” “projection,” “outlook” or words of similar meaning.

For		Against		Abstain
7,642,000		0		0

~~Forward-looking statements~~The inadjournment ~~this communication include statements regarding the intended closing of the proposed Business Combination, the meeting of~~proposal ~~the~~was ~~closing~~not ~~conditions~~presented to the ~~proposed~~shareholders ~~Business~~because ~~Combination,~~there ~~the~~were ~~trading~~sufficient ofvotes Pubco securities on Nasdaq and the execution of the clinical trial within the context of palliative care. These forward-looking statements are based on a number of assumptions, including the assumptions that the closing conditions to ~~the~~approve ~~proposed Business Combination will be met, that Newcourt will obtain~~ the ~~necessary~~Extension ~~regulatory~~Amendment and ~~shareholder approvals to complete~~ the ~~proposed~~Trust Business Combination and that there will be access to capital to execute on Psyence’s strategy. There are numerous risks and uncertainties that may cause actual results or performance to be materially different from those expressed or implied by these forward-looking statements. These risks and uncertainties include, among others: the inability to complete the proposed Business Combination; the inability to recognize the anticipated benefits of the proposed Business Combination; demand for the Combined Company’s securities being less than anticipated; fluctuations in the price of Newcourt’s common shares, any further delays in the proposed Business Combination due to additional amendments to the Business Combination Agreement; ~~and Newcourt not raising the investment amount expected, or any funds at all~~Amendment. Actual results and future events could differ materially from those anticipated in such information. Nothing in this communication should be regarded as a representation by any person that the forward-looking statements set forth herein will be achieved or that any of the contemplated results of such forward-looking statements will be achieved. You should not place undue reliance on forward-looking statements, which speak only as of the date they are made. Except as required by law, Newcourt does not intend to update these forward-looking statements.

~~Newcourt makes~~In noconnection ~~medical,~~with ~~treatment or health benefit claims about~~ the ~~Combined Company’s proposed products. The efficacy of psilocybin,~~ ~~psilocybin~~Extension ~~analogues~~Meeting, orshareholders ~~other~~holding ~~psychedelic~~63,635 ~~compounds~~public orshares ~~nutraceutical~~exercised ~~products~~their ~~remains~~right ~~the~~to ~~subject~~redeem oftheir ~~ongoing~~shares ~~research.~~for ~~There~~a ispro norata ~~assurance that~~portion ~~the use~~ of psilocybin, psilocybin analogues, or other psychedelic compounds or nutraceuticals can diagnose, treat, cure or prevent any disease or condition. Vigorous scientific research and clinical trials are needed. Original Target has not completed the ~~clinical~~ ~~trials~~funds ~~for~~in the ~~use~~Company’s ofTrust ~~its proposed products~~Account. ~~Any~~As ~~references~~a ~~to quality~~result, ~~consistency,~~approximately ~~efficacy~~$735,000 ~~and~~(approximately ~~safety~~$11.56 ofper ~~potential~~public ~~products~~share doredeemed ~~not imply that Psyence or the Combined Company verified such~~ in ~~clinical~~connection with ~~trials or that~~ the ~~Combined~~Extension ~~Company~~Meeting) will ~~complete~~be ~~such~~removed ~~trials.~~from If the ~~Combined~~Trust ~~Company~~Account ~~cannot obtain the approvals or research necessary~~ to ~~commercialize~~pay ~~its~~such ~~business, it may have a material adverse effect on the Combined Company’s performance and operations~~holders.

~~The~~As ~~foregoing~~previously ~~list~~announced, ofin ~~factors~~connection iswith ~~not exhaustive. You should carefully consider~~ the ~~foregoing~~extraordinary ~~factors~~general ~~and~~meeting ~~the other risks and uncertainties described in the “Risk Factors” section~~ of ~~the~~shareholders ~~Registration~~held ~~Statement referenced above and other documents filed by Newcourt~~in ~~and~~connection ~~Pubco from time to time~~ with the ~~SEC.~~proposed ~~These~~business ~~filings~~combination ~~identify~~with ~~and~~Psyence ~~address~~Biomed ~~other~~II ~~important~~Corp., ~~risks and uncertainties that could cause actual events and results to differ materially from those contained in~~ the ~~forward-looking~~Company’s ~~statements.~~public ~~There~~shareholders ~~can~~holding ~~be no assurance that~~929,727 ~~the~~public ~~data~~shares ~~contained~~validly ~~herein~~elected ~~is reflective of future performance~~ to ~~any~~redeem ~~degree.~~their ~~You~~shares ~~are~~for ~~cautioned not to place undue reliance on forward-looking statements as~~ a ~~predictor~~pro ofrata ~~future~~portion performance as projected financial information and other information are based on estimates and assumptions that are inherently subject to various significant risks, uncertainties and other factors, many of ~~which~~the ~~are~~funds ~~beyond~~in ~~our control. Forward-looking statements speak only as of~~ the ~~date~~Company’s ~~they~~Trust ~~are made, and Newcourt disclaims any intention or obligation to update or revise any forward-looking~~Account. As ~~statements, whether as~~ a result, ofapproximately ~~developments~~$10.74 ~~occurring~~million ~~after~~(approximately ~~the date of this communication or other circumstances~~$11.56 ~~Forecasts~~per ~~and estimates~~public ~~regarding~~share ~~Psyence’s~~redeemed ~~industry and end markets are based on sources we believe to be reliable, however there can be no assurance these forecasts and estimates will prove accurate~~ in ~~whole~~connection orwith inthe ~~part.~~Extension ~~Annualized,~~Meeting) ~~pro forma, projected and estimated numbers~~will ~~are~~be ~~used~~removed ~~for~~from ~~illustrative~~the ~~purpose~~Trust ~~only,~~Account ~~are~~to ~~not~~pay ~~forecasts~~such ~~and may not reflect actual results~~holders.

~~Item 9.01.~~Following ~~Financial~~such ~~Statements~~redemptions, the Company will have 119,659 public shares outstanding and ~~Exhibits~~approximately $1.38 million will remain in the Trust Account.

~~(d)~~ Item 9.01 Financial Statements and Exhibits.

Exhibit No.		Description
99.1		Press Release dated January 22, 2024
104		Cover Page Interactive Data File (embedded within the Inline XBRL document)

(d) Exhibits

2The following exhibits are being filed herewith:

SIGNATURES

Exhibit No.		Description
3.1		Amendment to Amended and Restated Memorandum and Articles of Association of the Company
10.1		Amendment to the Investment Management Trust Agreement, dated January 22, 2024
104		Cover Page Interactive Data File (embedded within the Inline XBRL document)

~~Pursuant to the requirements of the Securities Exchange Act of 1934 the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.~~SIGNATURE

~~Date:~~Pursuant ~~January~~to 23the requirements of the Securities Exchange Act of 1934, ~~2024~~the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

NEWCOURT ACQUISITION CORP By: /s/ Marc ~~Belkin~~Balkin Name: Marc ~~Belkin~~Balkin Title: Chief Executive Officer

3Dated: January 24, 2024

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