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
Date of Report (Date of earliest event reported): January 19, 2024 (January 18, 2024)
Newcourt Acquisition Corp
(Exact name of registrant as specified in its charter)
| Cayman Islands | | 001-40929 | | N/A |
(State or other jurisdiction
of incorporation) | | (Commission
File Number) | | (IRS Employer
Identification No.) |
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 (17 CFR 230.425) |
| ¨ | 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 |
| | | | | |
| 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 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§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.
Item 5.07. Submission of Matters to a Vote of Security Holders
On January 18, 2024, Newcourt Acquisition Corp (“NCAC” or the “Company”), a Cayman Islands exempted company (the “Company”), held an extraordinary general meeting of shareholders (the “Extraordinary General Meeting”) in connection with the proposed business combination (the “Business Combination”) contemplated by the Amended and Restated Business Combination Agreement, dated July 31, 2023 (as amended, supplemented, or otherwise modified from time to time, the “Amended and Restated Business Combination Agreement”), by and among the Company, Newcourt SPAC Sponsor LLC, a Delaware limited liability company (“Sponsor”), Psyence Group Inc., a corporation organized under the laws of Ontario, Canada (“Parent”), Psyence Biomedical Ltd., a corporation organized under the laws of Ontario, Canada (“Pubco”, and after the closing of the merger, the “Combined Company”), Psyence (Cayman) Merger Sub, a Cayman Islands exempted company and a direct and wholly owned subsidiary of Pubco (“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”), as described in the proxy statement filed by the Company with the Securities and Exchange Commission on November 15, 2023 (the “Proxy Statement”). Present at the Extraordinary General Meeting were holders of at least 8.21 million of the Company’s Ordinary Shares, par value $0.0001 per share (“Ordinary Shares”), in person or by proxy, representing approximately 93% of the voting power of the Company’s Ordinary Shares issued and outstanding as of November 13, 2023, the record date for the Extraordinary General Meeting (the “Record Date”), and constituting a quorum for the transaction of business. As of the Record Date, there were 8,788,021 Ordinary Shares issued and outstanding.
At the Extraordinary General Meeting, the Company’s shareholders approved the Business Combination Proposal, the Merger Proposal, the Organizational Documents Proposal, the Advisory Articles Proposals, the Incentive Plan Proposal and the Director Proposal, in each case as defined and described in greater detail in the Proxy Statement. The Shareholder Adjournment Proposal, as defined and described in greater detail in the Proxy Statement, was not presented to the Company’s shareholders as the Business Combination Proposal, the Merger Proposal, the Organizational Documents Proposal, the Advisory Articles Proposals, the Incentive Plan Proposal and the Director Proposal each received a sufficient number of votes for approval.
Set forth below are the final voting results for the Business Combination Proposal, the Merger Proposal, the Organizational Documents Proposal, the Advisory Articles Proposals, the Incentive Plan Proposal and the Director Proposal:
The Business Combination Proposal
A proposal to approve and adopt by ordinary resolution under Cayman Islands law the Amended and Restated Business Combination Agreement. The voting results of the Ordinary Shares were as follows:
| Votes For | | | Votes Against | | | Abstentions | |
| | 8,189,012 | | | | 22,121 | | | | 0 | |
The Merger Proposal
A proposal to approve and adopt the by special resolution under Cayman Islands law the Merger Proposal. The voting results of the Ordinary Shares were as follows:
| Votes For | | | Votes Against | | | Abstentions | |
| | 8,189,012 | | | | 22,121 | | | | 0 | |
The Organizational Documents Proposal
A proposal to approve and adopt by ordinary resolution under Cayman Islands law the Organizational Documents Proposal. The voting results of the Ordinary Shares were as follows:
| Votes For | | | Votes Against | | | Abstentions | |
| | 8,189,012 | | | | 22,121 | | | | 0 | |
The Advisory Articles Proposals
The proposals to approve, as ordinary resolutions under Cayman Islands law and on a non-binding advisory basis, certain governance provisions in the articles of incorporation and amended and restated by-laws of Pubco. The voting results of the Ordinary Shares on each of the sub-proposals were as follows:
Advisory Articles Proposal 4A: To authorize capital stock of Pubco to consist of an unlimited number of common shares.
| Votes For | | | Votes Against | | | Abstentions | |
| | 8,189,012 | | | | 22,121 | | | | 0 | |
Advisory Articles Proposal 4B: To change Pubco’s corporate name to Psyence Biomedical Ltd.
| Votes For | | | Votes Against | | | Abstentions | |
| | 8,189,012 | | | | 22,121 | | | | 0 | |
Advisory Charter Proposal 4C: To eliminate certain provisions related to status as a blank check company.
| Votes For | | | Votes Against | | | Abstentions | |
| | 8,189,012 | | | | 22,121 | | | | 0 | |
The Incentive Plan Proposal
The proposal to approve and adopt by ordinary resolution under Cayman Islands law the Psyence Biomedical Ltd. 2023 Equity Incentive Plan. The voting results of the Ordinary Shares were as follows:
| Votes For | | | Votes Against | | | Abstentions | |
| | 8,189,012 | | | | 22,121 | | | | 0 | |
The Director Proposal
The proposal to approve and adopt by ordinary resolution under Cayman Islands law the election of five directors of Pubco (Dr. Neil Maresky, Jody Aufrichtig, Christopher Bull, Marc Balkin and Dr. Seth Feuerstein), effective upon the closing of the Business Combination, to serve on the Pubco Board until the first annual meeting of shareholders of Pubco to be held following the date of closing or until their earlier death, resignation, retirement or removal for cause. The voting results of the Ordinary Shares for each nominee were as follows:
| Votes For | | | Votes Against | | | Abstentions | |
| | 8,189,012 | | | | 22,121 | | | | 0 | |
Redemption of Ordinary Shares
The Company’s public shareholders had the right to elect to redeem all or a portion of their Ordinary Shares for a per share price calculated in accordance with its organizational documents. The Company’s public stockholders holding 929,727 Ordinary Shares validly elected to redeem their public shares for cash at a redemption price of approximately $11.51 per share, for an aggregate redemption amount of approximately $10.7 million. No redemption reversals will be permitted.
SIGNATURE
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.
| Dated: January 19, 2024 | NEWCOURT ACQUISITION CORP |
| | | |
| | By: | /s/ Marc Balkin |
| | Name: | Marc Balkin |
| | Title: | Chief Executive Officer |
