Newcourt Acquisition in an 8-K said merger partner Psyence Bioscience agreed to waive the $30 million minimum cash closing condition, as well as a $2.5 million PIPE.
The SPAC also said Psyence secured $12.5 million in four convertible notes to support the deal. The principal amount would be in exchange for a $10 million subscription amount. Each of the four tranches is for a principal amount of $3.12 million in exchange for a subscription amount of $2.5 million.
In return, the purchaser of the convertible notes would receive a structuring fee of 1.3 million shares delivered at the first tranche closing and 1.7 million shares delivered under the terms of the call option agreements.
Psyence and Newcourt further agreed to a 180-day lockup after closing.
Newcourt shareholders are scheduled to vote on the merger Jan. 18.
A subsidiary of Psyence Group, the Toronto-based target is a clinical-stage life science biotechnology company developing uses for nature-derived psilocybin in mental health and wellbeing.
At deal announcement a year ago, terms called for Psyence to receive a minimum of $20 million cash held in trust. Newcourt raised $220 million in an October 2021 IPO, although the account was down to approximately $12.8 million as of Jan. 9, according to a proxy filed last week. Read more.
