Shopping Cart

Newcourt Acquisition Corp *

Newcourt Acquisition Corp *

Mar 16, 2021 by Nat Judge

PROPOSED BUSINESS COMBINATION: Psyence Therapeutics

ENTERPRISE VALUE: $134 million
ANTICIPATED SYMBOL: tbd

Newcourt Acquisition Corp proposes to combine with Psyence Therapeutics.

Psyence is a life science biotechnology company listed on the Canadian Securities Exchange (CSE: PSYG) and quoted on the OTCQB (OTCQB: PSYGF), with a focus on natural psychedelics. The Psyence Biomed Division works with natural psilocybin products for the healing of psychological trauma and its mental health consequences in the context of palliative care. Our name “Psyence” combines the words psychedelic and science to affirm our commitment to producing psychedelic medicines developed through evidence-based research. Informed by nature and guided by science, we built and operate one of the world’s first federally licensed commercial psilocybin mushroom cultivation and production facilities in Southern Africa. Our team brings international experience in both business and science and includes experts in mycology, neurology, palliative care, and drug development. We work to develop advanced natural psilocybin products for clinical research and development. Our key divisions, Psyence Production, Psyence Therapeutics and Psyence Function, anchor an international collaboration, with operations in Canada, the United Kingdom, Southern Africa, and a presence in the United States and Australia.

EXTENSION – 1/24/24 – LINK

  • The SPAC approved the extension from January 22, 2024 to February 22, 2024.
    • 63,635 shares were redeemed for $11.56 per share.

SUBSEQUENT EVENT – 1/16/24 – LINK

  • On January 15, 2024, related to a Business Combination Agreement, the Psyence Parties agreed to waive certain closing conditions, notably the Minimum Cash Condition (requiring Newcourt to have $20,000,000 net of liabilities) and the PIPE Investment Condition (related to the PIPE Investment occurring concurrently with the Closing).
    • This waiver allows the Business Combination to proceed without depending on the proceeds level.
  • Furthermore, Pubco entered into a Securities Purchase Agreement for up to $12,500,000 in senior secured convertible notes, guaranteed by certain assets.
    • The notes are divided into four tranches, each with a principal of $3,125,000 in exchange for $2,500,000 in subscription amounts, with different conditions and timings for each tranche.
    • The notes accrue 8% annual interest, payable monthly, and have a conversion price starting at $10.00, subject to adjustments.
  • Additionally, Pubco will provide the Purchaser with Structuring Shares as part of the agreement, comprising 1,300,000 shares at the First Tranche Closing and 1,700,000 shares following it. A registration rights agreement will also be made for reselling the securities from the notes.
  • Lastly, a lock-up agreement will be made between Sponsor, Parent, and Pubco, restricting them from transferring Common Shares for 180 days post-Business Combination, with specific terms and exceptions.

EXTENSION – 7/13/23 – LINK

  • The SPAC approved the extension from July 22, 2023 to January 22, 2024.
    • 389,511 shares were redeemed for $11.07 per share.
    • $0.03/share per month will be deposited into the trust account.

EXTENSION – 1/10/23 – LINK

  • The SPAC approved the extension for an initial three (3) months from January 22, 2023 to April 22, 2023 and up to three (3) times for an additional one (1) month each time from April 22, 2023 to July 22, 2023
    • The Sponsor will contribute $247,500/Month
    • 23,497,468 shares were redeemed for $10.35 each

TRANSACTION

  • Upon the closing of the Business Combination, and assuming redemptions of shares by its public stockholders, Psyence Biomed would expect to receive a minimum of USD$20 million of cash held in trust.
  • The Business Combination reflects a pre-money equity value of USD$50 million for Psyence Biomed.
  • The parties intend to seek to secure additional financing via a private placement that, if obtained, would result in additional cash proceeds to the Combined Company in addition to the cash held in the trust account of Newcourt (less any redemptions).
  • The Business Combination is anticipated to conclude in the first half of 2023, with the Combined Company to go public.

SPAC FUNDING

  • Pubco entered into a Securities Purchase Agreement for up to $12,500,000 in senior secured convertible notes, guaranteed by certain assets.
    • The notes are divided into four tranches, each with a principal of $3,125,000 in exchange for $2,500,000 in subscription amounts, with different conditions and timings for each tranche.
    • The notes accrue 8% annual interest, payable monthly, and have a conversion price starting at $10.00, subject to adjustments.
  • Additionally, Pubco will provide the Purchaser with Structuring Shares as part of the agreement, comprising 1,300,000 shares at the First Tranche Closing and 1,700,000 shares following it. A registration rights agreement will also be made for reselling the securities from the notes.

LOCK-UP

  • A lock-up agreement will be made between Sponsor, Parent, and Pubco, restricting them from transferring Common Shares for 180 days post-Business Combination, with specific terms and exceptions.

NOTABLE CONDITIONS TO CLOSING

  • Newcourt having USD$20 million in its trust account after taking into account of the PIPE investment and redemptions, net of liabilities, upon closing of the Business Combination.
    • On January 15, 2024, related to a Business Combination Agreement, the Psyence Parties agreed to waive certain closing conditions, notably the Minimum Cash Condition (requiring Newcourt to have $20,000,000 net of liabilities) and the PIPE Investment Condition (related to the PIPE Investment occurring concurrently with the Closing).– LINK
  • The completion of the PIPE Investment. – Condition Waived

NOTABLE CONDITIONS TO TERMINATION

  • By either Newcourt or Psyence if the consummation of the transactions contemplated by the Business Combination Agreement shall not have occurred on or before July 22, 2023
  • By Psyence within 10 business days of the date of the Business Combination Agreement if it is unsatisfied with its due diligence of Newcourt
  • By Psyence if Newcourt has not delivered to Psyence by March 31, 2023 a certified copy of resolutions or written consent of Newcourt’s board of directors unanimously confirming a $50,000,000 valuation of Psyence Biomed made in reliance of a favourable fairness opinion
  • By Psyence if by March 31, 2023 the parties are unable to agree on finalized forms of certain ancillary documents
  • By Psyence if Subscription Agreements for PIPE Investment evidencing indicative commitments for (or funding of) and non-redemption agreements totaling at least $20,000,000 in the aggregate have not been received by February 28, 2023
  • By Psyence or Newcourt if Newcourt’s transaction expenses exceeds $7,000,000.

ADVISORS

  • Bayline Capital Partners Inc. is acting as capital markets advisor to Psyence.
  • Cohen & Company Capital Markets is serving as Finance advisor to Newcourt.
  • WeirFoulds LLP is acting as Canadian legal advisor to Psyence.
  • Morgan, Lewis & Bockius LLP is acting as U.S. legal advisor to Psyence.
  • McDermott Will & Emery LLP is acting as U.S. legal advisor to Newcourt.

MANAGEMENT & BOARD

Executive Officers

Marc Balkin, 47
Chief Executive Officer and Director

Mr. Balkin is a founder of Balkin and Co, an advisory firm that has advised private equity firms and family offices on mergers, acquisitions and investments in Africa since 2015. Clients have included HP Bet (part of the family office of Dr. Hasso Plattner, a founder and current Chairman of SAP), Omidyar Network (part of the family office of Pierre Omidyar, the founder of eBay) and Rand Merchant Bank. Prior to founding Balkin and Co, Mr. Balkin was the Managing Partner of Hasso Plattner Ventures Africa, a Venture Fund in which Dr. Plattner was the key limited partner. Mr. Balkin also held responsibility for managing the Emerging Market portfolio of private equity and venture capital assets of Dr. Plattner’s family office. Mr. Balkin is currently a partner at DiGame, a growth fund focused on Africa and the Middle East in which the key investor is Abu Dhabi Investment Counsel (“ADIC”). Mr. Balkin represents DiGame on the board of direct-to-consumer asset manager 10X Investments.Since 2004, Mr. Balkin has served on and chaired a range of venture capital and private equity fund investment committees as the representative of the limited partners or investors. These include Enablis, First National Bank Vumela Fund, Telkom Future Makers and Alithea IDF. Between 2000 and 2007, Mr. Balkin was the founding partner of O2 Capital, a private equity fund manager for the Msele Nedventures Fund. The LPs in the fund included a range of development finance institutions such as Proparco (France), DEG (Germany) and IDC (South Africa) and the fund invested primarily in technology businesses in South Africa. Mr. Balkin obtained his BA in 1995 and his LLB in 1997 from University of Witwatersrand in Johannesburg.

Daniel Rogers, 51
Chief Financial Officer

Since founding FintechForce, Inc. in 2008, Mr. Rogers has served as Chief Executive Officer of the advisory and financial management outsourcing firm, which advises venture-backed fintech companies on financial matters, accounting and fundraising. Representative clients have included Earnest, BillFloat, Flexible Finance, Helpshift and Encircle Labs. In addition, Mr. Rogers served as the Chief Financial Officer of Endpoint Clinical (acquired by LabCorp (NYSE: LH)), Simplee (acquired by Flywire) and Plastic Jungle (acquired by InComm). Prior to working with venture-backed fintech companies, Mr. Rogers served as the Chief Financial Officer for Fifth Third Processing Solutions, a division of Fifth Third Bank (NASDAQ: FITB). From 1998 to 2007, Mr. Rogers served as Vice President of Finance for Wells Fargo Merchant Services, a division of Wells Fargo Bank, N.A. (NYSE: WFC) and Vice President of Corporate Financial Planning & Analysis at Wells Fargo & Company. Mr. Rogers obtained his BSc in 1992 from Lafayette College and his MBA in 1998 from Pennsylvania State University.

Board of Directors

Michael Jordaan, 52
Chairman of the Board of Directors

Dr. Jordaan is a founder and since 2014 has served as the Chief Executive Officer of Montegray Capital, a venture capital firm invested in 25 businesses around the world that aim to operate disruptive business solutions enabled by technology. He has extensive experience navigating the regulatory environment of global emerging markets. Dr. Jordaan currently serves as the Chairman of Bank Zero, a digital bank in South Africa that he founded in 2018. He also invests in and advises innovative businesses such as 5G data network Rain, where he is a director, and serves as the Chairman of SA SME Fund Investment Committee, a R1.4 billion fund that invests in venture capital funds, growth funds and impact investment funds. From 2004 to 2014, Dr. Jordaan served as the CEO of First National Bank (“FNB”) (formerly Barclays Bank South Africa). During his tenure as CEO at FNB, the bank served 7.3 million customers and grew into eight African countries, India and the United Kingdom. He led FNB to be named the “World’s Most Innovative Bank” in the 2012 BAI-Finacle Global Banking Innovation Awards, as well as “Best Digital Bank” and “Coolest Bank”. He was also the recipient of the CNBC Africa Business Leader of the Year for Southern Africa Award and was voted Business Leader of the year in 2013 by the chief executives of the top 100 companies on the Johannesburg Stock Exchange. From 1999 to 2004, Dr. Jordaan served as the CEO for several lines of business within FNB, including FNB Home Loans, eBucks.com and FNB Customer Solutions Division. Prior to his work with FNB, Dr. Jordaan served as the CEO of Origin Bank where he established and led Origin, a merchant bank for individuals. Dr. Jordaan also served as a Commissioned Officer in the SA Navy. Dr. Jordaan graduated from Paul Roos Gymnasium, Stellenbosch, South Africa in 1985. He completed his M. Comm (Economics) in 1992 and PhD (Banking Supervision) at Stellenbosch University in 1997.

Rohit Bodas, 45
Director nominee

Mr. Bodas brings over 20 years of experience as a venture capital investor, engineer, startup advisor and angel investor in various sectors such as payments, lending, wealth management, insurance, big data, mobility and security. Since 2017, Mr. Bodas has been a General Partner at Propel Venture Partners Global SL, a $250 million venture capital fund backed by Banco Bilbao Vizcaya Argentaria (“BBVA”). Before joining Propel Venture Partners, Mr. Bodas was a founding member of Amex Ventures, the strategic investment group for American Express, and Hartford Ventures, the strategic investment arm of The Hartford Financial Services Group. Over his career, Mr. Bodas has led investments in several high-growth and successful startups in the US, Mexico, UK, and India. Notable investments include Plaid, Groww, Trulioo, Clip, ChargePoint (NYSE: CHPT), inAuth (acquired by American Express), and Mezi (acquired by American Express), among others. Earlier in his career, Mr. Bodas held roles in engineering and product development at Motorola Research Labs, and he is an inventor of seven US patents. Mr. Bodas has a BE in Electronics and Telecommunications, MS in Computer Science, and received his MBA from the Kellogg School of Management. Mr. Bodas is also an advisor to FTOC and an active angel investor. He is the founder of Amara.vc, a private angel investment syndicate focusing on fintech and AI startups in the US and India.

Simran Aggarwal, 48 [Appointed 6/22/21]
Director

Mrs. Aggarwal is the Founder and President of Fintech Meetup, a digital-first events company that connects the payments, banking and financial services community, and Personatech, an event-tech company. Previously, she founded and led large scale events including Money20/20 (fintech) which was acquired by Ascential, as well as Shoptalk (retail and ecommerce) and Groceryshop (grocery and consumer packaged goods), which were acquired by Hyve Group. Mrs. Aggarwal received a Bachelor of Science degree in Economics and Finance from the New York University Stern School of Business.

Nicole Farb, 42 [Appointed 6/22/21]
Director

Mrs. Farb is an experienced entrepreneur, company executive and advisor with deep expertise in the technology sector. She is currently an advisor to Joe Bike, a bicycle subscription service company, and has served on its board of directors since February 2021. Previously, Mrs. Farb served as an Advisor and Vice President to Grove Collaborative. From 2013 to 2019, Mrs. Farb was CEO, co-founder and a director of Darby Smart (acquired). From 2009 to 2013, Mrs. Farb worked at Goldman Sachs Technology Investment Banking Group, initially as an associate and later as a vice president and head of emerging private companies. Mrs. Farb received a Bachelor of Arts degree in Journalism from Loyola University Chicago and an MBA from University of Chicago.

 

ByNat Judge