Exhibit 15.1



UNAUDITED PRO FORMA CONDENSED COMBINED FINANCIAL
INFORMATION



Introduction



Psyence Biomedical is providing the following
unaudited pro forma condensed combined financial information to aid you in your analysis of the financial aspects of the Business
Combination.



The following unaudited pro forma condensed
combined balance sheet as of September 30, 2023 combines the historical balance sheet of NCAC as of September 30, 2023 with
the historical carve-out consolidated balance sheets of Psyence Biomed Corp. as of September 30, 2023, giving pro forma effect
to the Business Combination, as if it had occurred as of September 30, 2023.



The following unaudited pro forma condensed
combined statements of operations for the six months ended September 30, 2023 combine the historical statement of operations of NCAC
for the nine months ended September 30, 2023 less the three months ended March 31, 2023, and the historical carve-out consolidated
statements of net loss and comprehensive loss of Psyence Biomed Corp. for the six months ended September 30, 2023, giving pro forma
effect to the Business Combination as if it had occurred on April 1, 2022, the beginning of the earliest period presented.



The following unaudited pro forma condensed
combined statements of operations for the year ended March 31, 2023 combine the historical statement of operations of NCAC for the
year ended December 31, 2022, and the historical carve-out consolidated statements of net loss and comprehensive loss of Psyence
Biomed Corp. for the year ended March 31, 2023, giving pro forma effect to the Business Combination as if it had occurred on
April 1, 2022, the beginning of the earliest period presented.



The unaudited pro forma condensed combined financial statements
have been derived from:



| | · | the historical audited financial statements of NCAC as of December 31, 2022 and for the year ended December 31, 2022 and
the related notes thereto included elsewhere in this Form 20-F;
| | - | ----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



| | · | the historical unaudited financial statements of NCAC as of March 31, 2023 and for the three months ended March 31, 2023 and the related notes thereto; and
| | - | -----------------------------------------------------------------------------------------------------------------------------------------------------------



| | · | the historical unaudited financial statements of NCAC as of September 30, 2023 and for the nine months ended September 30,
2023 and the related notes thereto included elsewhere in this Form 20-F; and
| | - | -------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



| | · | the historical audited carve-out consolidated financial statements of Psyence Biomed Corp. as of September 30, 2023 and for the six
months ended September 30, 2023 (the “Carve-Out interim Consolidated Financial Statements”) and the related notes thereto
included elsewhere in this Form 20-F; and
| | - | -------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



| | · | the historical audited carve-out consolidated financial statements of Psyence Biomed Corp. as of and for the years ended March 31,
2023 and 2022 (the “Carve-Out Consolidated Financial Statements”) and the related notes thereto included elsewhere in this
Form 20-F.
| | - | ------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



This information should be read together with
the Carve-Out Consolidated Financial Statements of Psyence Biomed Corp. and its related notes and NCAC’s financial statements and
related notes, “Psyence Biomed Corp. Management’s Discussion and Analysis of Financial Condition and Results of Operations,”
and other financial information included elsewhere in this Form 20-F.





1







UNAUDITED PRO FORMA CONDENSED COMBINED BALANCE
SHEET AS OF SEPTEMBER 30, 2023

(In USD)





|                                                       |  | Original Target
(IFRS,     |           |   |                             |   |            | IFRS
Conversion
and             |  |   | Actual
Redemption                  |     
|------------------------------------------------------ |  | -------------------------- | --------- | - | --------------------------- | - | ---------- | ------------------------------- |  | - | ---------------------------------- | ----
|                                                       |  | Historical) – USD
(Note 4) |           |   | NCAC
(U.S. GAAP
Historical) |   |            | Presentation
Alignment
(Note 4) |  |   | Transaction
Accounting
Adjustments |     
|ASSETS                                                 |  |                            |           |   |                             |   |            |                                 |  |   |                                    |     
|Current assets                                         |  |                            |           |   |                             |   |            |                                 |  |   |                                    |     
|Cash and cash equivalents                              |  | $                          | 605,480   |   |                             | $ | 88,174     |                                 |  | $ | —                                  |     
|                                                       |  |                            |           |   |                             |   |            |                                 |  |   |                                    |     
|                                                       |  |                            |           |   |                             |   |            |                                 |  |   |                                    |     
|                                                       |  |                            |           |   |                             |   |            |                                 |  |   |                                    |     
|                                                       |  |                            |           |   |                             |   |            |                                 |  |   |                                    |     
|Restricted cash                                        |  |                            | 29,586    |   |                             |   | —          |                                 |  |   | —                                  |     
|Other receivables                                      |  |                            | 18,787    |   |                             |   | —          |                                 |  |   | —                                  |     
|Interest receivable                                    |  |                            | —         |   |                             |   | 53,659     |                                 |  |   | —                                  |     
|Prepaid expenses and other assets                      |  |                            | 15,519    |   |                             |   | 20,683     |                                 |  |   | —                                  |     
|Total current assets                                   |  |                            | 669,372   |   |                             |   | 162,516    |                                 |  |   | —                                  |     
|Non-current assets                                     |  |                            |           |   |                             |   |            |                                 |  |   |                                    |     
|Investments held in Trust Account                      |  |                            | —         |   |                             |   | 12,518,199 |                                 |  |   | —                                  |     
|                                                       |  |                            |           |   |                             |   |            |                                 |  |   |                                    |     
|                                                       |  |                            |           |   |                             |   |            |                                 |  |   |                                    |     
|                                                       |  |                            |           |   |                             |   |            |                                 |  |   |                                    |     
|Total non-current assets                               |  |                            | —         |   |                             |   | 12,518,199 |                                 |  |   | —                                  |     
|Total assets                                           |  | $                          | 669,372   |   |                             | $ | 12,680,715 |                                 |  | $ | —                                  |     
|LIABILITIES                                            |  |                            |           |   |                             |   |            |                                 |  |   |                                    |     
|Current liabilities                                    |  |                            |           |   |                             |   |            |                                 |  |   |                                    |     
|Accounts payable and accrued liabilities               |  | $                          | 914,990   |   |                             | $ | 1,007,704  |                                 |  | $ | —                                  |     
|Deferred underwriting fee payable                      |  |                            | —         |   |                             |   | 13,100,000 |                                 |  |   | —                                  |     
|Loan to affiliate                                      |  |                            | 737,053   |   |                             |   | 70,000     |                                 |  |   | —                                  |     
|Loan from Sponsor                                      |  |                            | —         |   |                             |   | 1,607,770  |                                 |  |   | —                                  |     
|                                                       |  |                            |           |   |                             |   |            |                                 |  |   |                                    |     
|Convertible Note                                       |  |                            | —         |   |                             |   | —          |                                 |  |   | —                                  |     
|Derivative warrant liability                           |  |                            | —         |   |                             |   | 392,100    |                                 |  |   | —                                  |     
|                                                       |  |                            | —         |   |                             |   |            |                                 |  |   |                                    |     
|Common stock subject to possible redemption            |  |                            | —         |   |                             |   | —          |                                 |  |   | 12,571,858                         | (a) 
|                                                       |  |                            |           |   |                             |   |            |                                 |  |   |                                    |     
|Total current liabilities                              |  |                            | 1,652,043 |   |                             |   | 16,177,574 |                                 |  |   | 12,571,858                         |     
|Total liabilities                                      |  |                            | 1,652,043 |   |                             |   | 16,177,574 |                                 |  |   | 12,571,858                         |     
|Class A ordinary shares subject to possible redemption |  |                            | —         |   |                             |   | 12,571,585 |                                 |  |   | (12,571,858                        | )(a)
|EQUITY                                                 |  |                            |           |   |                             |   |            |                                 |  |   |                                    |     
|Net parent investment                                  |  |                            | (982,671  | ) |                             |   | —          |                                 |  |   | —                                  |     
|NCAC Class B ordinary shares                           |  |                            | —         |   |                             |   | 654        |                                 |  |   | —                                  |     
|NCAC Class A ordinary shares                           |  |                            | —         |   |                             |   | 114        |                                 |  |   | —                                  |     
|                                                       |  |                            |           |   |                             |   |            |                                 |  |   |                                    |     
|                                                       |  |                            |           |   |                             |   |            |                                 |  |   |                                    |     
|                                                       |  |                            |           |   |                             |   |            |                                 |  |   |                                    |     







2







|                             |  | Original Target
(IFRS,     |          |   |                             |   |             | IFRS
Conversion
and             |  |   | Actual
Redemption                  | 
|---------------------------- |  | -------------------------- | -------- | - | --------------------------- | - | ----------- | ------------------------------- |  | - | ---------------------------------- | 
|                             |  | Historical) – USD
(Note 4) |          |   | NCAC
(U.S. GAAP
Historical) |   |             | Presentation
Alignment
(Note 4) |  |   | Transaction
Accounting
Adjustments | 
|                             |  |                            |          |   |                             |   |             |                                 |  |   |                                    | 
|                             |  |                            |          |   |                             |   |             |                                 |  |   |                                    | 
|Additional paid-in capital   |  |                            | —        |   |                             |   | —           |                                 |  |   | —                                  | 
|                             |  |                            |          |   |                             |   |             |                                 |  |   |                                    | 
|                             |  |                            |          |   |                             |   |             |                                 |  |   |                                    | 
|                             |  |                            |          |   |                             |   |             |                                 |  |   |                                    | 
|                             |  |                            |          |   |                             |   |             |                                 |  |   |                                    | 
|                             |  |                            |          |   |                             |   |             |                                 |  |   |                                    | 
|                             |  |                            |          |   |                             |   |             |                                 |  |   |                                    | 
|                             |  |                            |          |   |                             |   |             |                                 |  |   |                                    | 
|                             |  |                            |          |   |                             |   |             |                                 |  |   |                                    | 
|Accumulated deficit          |  |                            | —        |   |                             |   | (16,069,485 | )                               |  |   | —                                  | 
|                             |  |                            |          |   |                             |   |             |                                 |  |   |                                    | 
|                             |  |                            |          |   |                             |   |             |                                 |  |   |                                    | 
|                             |  |                            |          |   |                             |   |             |                                 |  |   |                                    | 
|                             |  |                            |          |   |                             |   |             |                                 |  |   |                                    | 
|                             |  |                            |          |   |                             |   |             |                                 |  |   |                                    | 
|                             |  |                            |          |   |                             |   |             |                                 |  |   |                                    | 
|                             |  |                            |          |   |                             |   |             |                                 |  |   |                                    | 
|Total equity                 |  |                            | (982,671 | ) |                             |   | (16,068,717 | )                               |  |   | —                                  | 
|Total equity and liabilities |  | $                          | 669,372  |   |                             | $ | 12,680,715  |                                 |  | $ | —                                  | 





See accompanying notes to the unaudited pro forma
condensed combined financial information.





3







UNAUDITED PRO FORMA CONDENSED COMBINED STATEMENT
OF OPERATIONS FOR THE SIX MONTHS ENDED SEPTEMBER 30, 2023
(in USD)



|                                                                            |  | Original Target
(IFRS,     |            |   |                                |   |            | IFRS
Conversion
and             |  |   | Actual
Redemption                  |     
|--------------------------------------------------------------------------- |  | -------------------------- | ---------- | - | ------------------------------ | - | ---------- | ------------------------------- |  | - | ---------------------------------- | ----
|                                                                            |  | Historical) – USD
(Note 4) |            |   | NCAC
(U.S. GAAP
Historical)(1) |   |            | Presentation
Alignment
(Note 4) |  |   | Transaction
Accounting
Adjustments |     
|Operating expenses                                                          |  |                            |            |   |                                |   |            |                                 |  |   |                                    |     
|Sales and marketing                                                         |  | $                          | (2,122     | ) |                                | $ | —          |                                 |  | $ | —                                  |     
|Research and development                                                    |  |                            | (791,439   | ) |                                |   | —          |                                 |  |   | —                                  |     
|General and administrative                                                  |  |                            | (85,569    | ) |                                |   | (290,985   | )                               |  |   | —                                  |     
|Professional fees and consulting fees                                       |  |                            | (584,427   | ) |                                |   | (778,157   | )                               |  |   | —                                  |     
|Foreign exchange gain (loss)                                                |  |                            | (115,434   | ) |                                |   | —          |                                 |  |   | —                                  |     
|Interest income                                                             |  |                            | (27,423    | ) |                                |   | —          |                                 |  |   | 358,533                            | (b) 
|Total operating expense                                                     |  |                            | (1,606,414 | ) |                                |   | (1,069,142 | )                               |  |   | 358,533                            |     
|Other income and (expense)                                                  |  |                            |            |   |                                |   |            |                                 |  |   |                                    |     
|Interest income on marketable securities held in Trust Account              |  |                            | —          |   |                                |   | 358,533    |                                 |  |   | (358,533                           | )(b)
|Profit (loss) before income tax                                             |  |                            | (1,606,414 | ) |                                |   | (710,609   | )                               |  |   | —                                  |     
|Income tax (expense) benefit                                                |  |                            | —          |   |                                |   | —          |                                 |  |   | —                                  |     
|Net income (loss)                                                           |  | $                          | (1,606,414 | ) |                                | $ | (710,609   | )                               |  | $ | —                                  |     
|Basic and diluted net loss per share, redeemable Class A ordinary shares    |  |                            |            |   |                                | $ | 0.20       |                                 |  |   |                                    |     
|Basic and diluted net loss per share, Class B ordinary shares               |  |                            |            |   |                                | $ | (0.08      | )                               |  |   |                                    |     
|Pro forma weighted average number of shares outstanding – basic and diluted |  |                            |            |   |                                |   |            |                                 |  |   |                                    |     
|Pro forma loss per share – basic and diluted                                |  |                            |            |   |                                |   |            |                                 |  |   |                                    |     





| | (1) | Combine the historical statement of operations of NCAC for the six months ended September 30, 2023 derived from the nine month
ended September 30, 2023 less the three months ended March 31, 2023.
| | --- | ---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------





4







UNAUDITED PRO FORMA CONDENSED COMBINED STATEMENT
OF OPERATIONS FOR THE YEAR ENDED MARCH 31, 2023
(in USD)



|                                                                            |  | Original Target
(IFRS,     |            |   |                                |   |            | IFRS
Conversion
and             |  |   | Actual
Redemption                  |     
|--------------------------------------------------------------------------- |  | -------------------------- | ---------- | - | ------------------------------ | - | ---------- | ------------------------------- |  | - | ---------------------------------- | ----
|                                                                            |  | Historical) – USD
(Note 4) |            |   | NCAC
(U.S. GAAP
Historical)(1) |   |            | Presentation
Alignment
(Note 4) |  |   | Transaction
Accounting
Adjustments |     
|Operating expenses                                                          |  |                            |            |   |                                |   |            |                                 |  |   |                                    |     
|Sales and marketing                                                         |  | $                          | (7,024     | ) |                                | $ | —          |                                 |  | $ | —                                  |     
|Research and development                                                    |  |                            | (1,607,565 | ) |                                |   | —          |                                 |  |   | —                                  |     
|General and administrative                                                  |  |                            | (366,132   | ) |                                |   | (869,379   | )                               |  |   | —                                  |     
|                                                                            |  |                            |            |   |                                |   |            |                                 |  |   |                                    |     
|Professional fees and consulting fees                                       |  |                            | (1,251,474 | ) |                                |   | (424,598   | )                               |  |   | —                                  |     
|Foreign exchange gain (loss)                                                |  |                            | 26,890     |   |                                |   | —          |                                 |  |   | —                                  |     
|Interest income                                                             |  |                            | 1,553      |   |                                |   | —          |                                 |  |   | 3,551,791                          | (b) 
|Total operating expense                                                     |  |                            | (3,203,752 | ) |                                |   | (1,293,977 | )                               |  |   | 3,551,791                          |     
|Other income and (expense)                                                  |  |                            |            |   |                                |   |            |                                 |  |   |                                    |     
|Change in fair value of warrants                                            |  |                            | —          |   |                                |   | 5,756,500  |                                 |  |   | —                                  |     
|Interest income on marketable securities held in Trust
Account              |  |                            | —          |   |                                |   | 3,551,791  |                                 |  |   | (3,551,791                         | )(b)
|Profit (loss) before income tax                                             |  |                            | (3,203,752 | ) |                                |   | 8,014,314  |                                 |  |   | —                                  |     
|Income tax (expense) benefit                                                |  |                            | —          |   |                                |   | —          |                                 |  |   | —                                  |     
|Net income (loss)                                                           |  | $                          | (3,203,752 | ) |                                | $ | 8,014,314  |                                 |  | $ | —                                  |     
|Basic and diluted net loss per share, redeemable Class A ordinary shares    |  |                            |            |   |                                | $ | 0.38       |                                 |  |   |                                    |     
|Basic and diluted net loss per share, Class B ordinary shares               |  |                            |            |   |                                | $ | 0.25       |                                 |  |   |                                    |     
|Pro forma weighted average number of shares outstanding – basic and diluted |  |                            |            |   |                                |   |            |                                 |  |   |                                    |     
|Pro forma loss per share – basic and diluted                                |  |                            |            |   |                                |   |            |                                 |  |   |                                    |     





| | (1) | Combine the historical statement of operations of NCAC for the year ended December 31, 2022
| | --- | -------------------------------------------------------------------------------------------





5







NOTES TO UNAUDITED PRO FORMA CONDENSED COMBINED FINANCIAL INFORMATION



Note 1 — Description of the Business Combination



On January 25, 2024 (the “Closing Date”),
Psyence Biomedical Ltd., a corporation organized under the laws of Ontario, Canada (“Psyence Biomedical” or the “Company”),
consummated the previously announced business combination pursuant to the Amended and Restated Business Combination Agreement (as amended,
the “BCA”), dated as of July 31, 2023, by and among the Company, Newcourt Acquisition Corp., a Cayman Islands exempted
company (“NCAC”), Newcourt SPAC Sponsor LLC, a Delaware limited liability company (“Sponsor”), Psyence Group Inc.,
a corporation organized under the laws of Ontario, Canada (“Parent”), 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 II”).



Prior to the execution of the Amended and Restated
Business Combination Agreement, Parent formed Psyence II and Psyence Biomedical as wholly owned subsidiaries, and prior to the Closing,
Parent and the Original Target were amalgamated. Thereafter, Parent transferred the shares of Psyence Australia Pty Ltd. and its related
business assets that were previously owned by the Original Target to Psyence II.



The following transactions occurred pursuant to
the terms of the BCA (collectively, the “Business Combination”) at the effective time of the Merger (the “Effective
Time”):



| | · | Parent contributed Psyence II to the Company in a share for share exchange (the “Company Exchange”).                                                                                                                                                                                          
| | - | ----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
| | · | Following the Company Exchange, Merger Sub merged with and into NCAC, with NCAC being the surviving company in the merger (the “Merger”)
and each outstanding ordinary share of NCAC was converted into the right to receive one common share of the Company (“Company Common
Share”).        
| | · | Each outstanding warrant to purchase NCAC Class A ordinary shares was converted at the Effective Time into a warrant to acquire
one Company Common Share (the “Company Warrants”) on substantially the same terms as were in effect immediately prior to the
Effective Time under their terms.



On January 15, 2024 and January 23,
2024, the parties to the Business Combination Agreement entered into letter agreements (the “Closing Letter Agreements”) pursuant
to which, among other things, Psyence Biomedical, Parent, the Company, Original Target and Merger Sub (collectively, the “Psyence
Parties”) agreed, (X) on a conditional basis, to waive the closing conditions contained in the BCA that, at or prior to the
closing of the Business Combination (the “Closing”), (i) Newcourt shall have no less than $20,000,000, net of liabilities,
as of the Closing (the “Minimum Cash Condition”) and (ii) the PIPE Investment in the PIPE Investment Amount shall have
occurred or shall be ready to occur substantially concurrently with the Closing (the “PIPE Investment Condition”) and (Y) to
waive certain deliverables under Section 3.6 of the Business Combination Agreement (the “Closing Deliverables”). Upon
the Closing, the Psyence Parties waived in full the Minimum Cash Condition, the PIPE Investment Condition and the Closing Deliverables.



On January 15, 2024, in connection with the
Business Combination, the Company entered into a securities purchase agreement (the “Securities Purchase Agreement”) by and
among (i) the Company, (ii) Psyence II, (iii) Sponsor and (iv) certain investors (the “Investors”) relating
to up to four senior secured convertible notes (collectively, the “Notes” and the transactions pursuant to the Securities
Purchase Agreement, the “Financing”), obligations under which will be guaranteed by certain assets of the Company and Psyence
II, issuable to the Investors at or after the Closing, as the case may be, for the aggregate principal amount of up to $12,500,000 in
exchange for up to $10,000,000 in subscription amounts.



The Note for the first tranche of the Financing
(the “First Tranche Note”), for a total of $3,125,000 of principal in exchange for a total of $2,500,000 in subscription amounts
and was issued to the Investors substantially concurrently with, and contingent upon, the Closing. The Financing closed immediately prior
to the Business Combination.



Upon the closing of the first tranche of the Financing,
the Minimum Cash Condition and PIPE Investment Condition were deemed waived by the Psyence Parties.



Merger Consideration



As consideration for all of the issued and outstanding
Psyence II common shares that the Company shall receive in the Company Exchange, the Company shall issue to Parent, 5,000,000 Company
Common Shares.



Note 2 — Basis of Presentation



The adjustments presented on the pro forma
combined financial statements have been identified and presented to provide an understanding of the Company upon consummation of the Business
Combination for illustrative purposes.



The following unaudited pro forma condensed
combined financial information has been prepared in accordance with Article 11 of Regulation S-X as amended by the final rule,
Release No. 33-10786 “Amendments to Financial Disclosures about Acquired and Disposed Businesses.” Release No. 33-10786
replaces the existing pro forma adjustment criteria with simplified requirements to depict the accounting for the transaction (“Transaction
Accounting Adjustments”) and present the reasonably estimable synergies and other transaction effects that have occurred or are
reasonably expected to occur (“Management’s Adjustments”). The Company has elected not to present Management’s
Adjustments and will only be presenting Transaction Accounting Adjustments in the following unaudited pro forma condensed combined
financial information. The historical financial information has been adjusted to reflect the pro forma adjustments that are directly
attributable to the Business Combination and the Security Purchase Agreement financing as described below.





6







Actual Redemptions



On January 18, 2024, in connection with the
extraordinary general meeting of shareholders held in connection with the proposed Business Combination, NCAC’s public shareholders
holding 929,727 public shares validly elected to redeem their shares for a pro rata portion of the funds in the NCAC’s Trust Account.
As a result, approximately $10.74 million (approximately $11.56 per public share redeemed in connection with the Extension Meeting) was
removed from the Trust Account to pay such holders. On January 22, 2024, in connection with the NCAC’s Extension Meeting, shareholders
holding 63,635 public shares exercised their right to redeem their shares for a pro rata portion of the funds in the NCAC’s Trust
Account. As a result, approximately $735,000 (approximately $11.56 per public share redeemed in connection with the Extension Meeting)
was removed from the Trust Account to pay such holders. The total shares redeemed was 993,362 resulting in approximately $11.49 was removed
from the Trust Account to pay such holders. Following such redemptions, NCAC had 119,659 public shares outstanding and approximately $1.38
million remained in the Trust Account.



Financing Arrangements



On
January 15, 2024, the Company entered into a securities purchase agreement (the “Securities Purchase Agreement”) by and
among the Company, Psyence, Sponsor and a purchaser (the “Purchaser”) relating to up to four senior secured convertible notes
(collectively, the “Notes”), obligations under which will be guaranteed by certain assets of the Company and Psyence, issuable
to the Purchaser at or after the Closing, as the case may be, for the aggregate principal amount of up to $12,500,000 in exchange for
up to $10,000,000 in subscription amounts.



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 the Company 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; provided,
however, that, in the event that the Market Value Traded as of the Second Tranche Closing is less than the full subscription amount of
the Second Tranche Note, (A) Purchaser will invest an amount equal to the Market Value Traded as of the Second Tranche Closing and
(B) on the later of (i) each subsequent 30 day anniversary of the Second Tranche Closing or (ii) the effectiveness of the
registration statement registering the underlying shares for such portion of the Second Tranche Note, Purchaser will invest an amount
equal to the Market Value Traded as of such date, until the Second Tranche Note is funded in full, subject to the conditions set forth
in the Securities Purchase Agreement.



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.



The
material terms of the Notes are as follows: On the original issuance date, interest shall begin accruing at 8.0% per annum based on
the outstanding principal amount of the Note, payable monthly in arrears in cash or in common shares of the Company’s
(“Common Shares”) (at the Conversion Price). For purposes of the Notes, the Conversion Price, commencing on the first
trading day following the closing of the Business Combination shall be $10.00; provided, however, it may be subject to adjustments
according to the terms and reset dates included in the Note.



Additionally,
in consideration of the willingness of the Purchaser to enter into the transactions that are the subject of the Securities Purchase Agreement
and the Notes, the Company or certain of its shareholders shall deliver a structuring fee of Common Shares (the “Structuring Shares”)
in connection with the Note per the terms of the attached agreement, with (i) 1,300,000 Structuring Shares delivered to the Purchaser
at the First Tranche Closing and (ii) following the First Tranche Closing, 1,700,000 Structuring Shares delivered pursuant to the
terms set forth in the call option agreements to be entered into between Purchaser and certain shareholders of the Company.



In
connection with the foregoing, the Company and the Purchaser will enter into a registration rights agreement, pursuant to which the Company
will file a Registration Statement covering the resale of registrable securities issuable pursuant to the Note.



In
connection with the foregoing and as a condition to each closing under the Securities Purchase Agreement, NCAC Sponsor and Parent, shall
have entered into a lock-up agreement, pursuant to which, NCAC Sponsor and Parent will agree, subject to customary exceptions, not to
offer, pledge, sell, contract to sell, grant, lend, or otherwise transfer or dispose of, directly or indirectly, any Common Shares or
any securities convertible into or exercisable or exchangeable for Common Shares (the “Lock-Up Securities”), whether currently
owned or acquired later by NCAC Sponsor or Parent, or enter into any swap or other arrangement that transfers to another, in whole or
in part, any of the economic consequences of ownership of the Lock-Up Securities until 180 days following the closing of the Business
Combination, or such later date pursuant to the terms set forth therein.



The
Structuring Shares are deemed to be representative of a freestanding financial instrument issued in a bundled transaction with the Note.
The Structuring Shares to be issued as part of the bundled transaction are classified and accounted for as equity; therefore, the proceeds
are required to be allocated based on the relative fair values of the base instrument (i.e., Note) and the Structuring Shares in accordance
with the guidance in ASC 470, Debt. The accounting position is currently under review and is subject to change.



The pro forma condensed combined financial
information is for illustrative purposes only. The financial results may have been different had the companies always been combined. You
should not rely on the unaudited pro forma condensed combined financial information as being indicative of the historical results
that would have been achieved had the companies always been combined or the future results that the Company will experience. Original
Target and NCAC have not had any historical relationship prior to the Business Combination. Accordingly, no pro forma adjustments
were required to eliminate activities between the companies.



The historical carve-out consolidated financial
statements of Original Target. have been prepared in accordance with IFRS as issued by the IASB and in its presentation currency of the
Canadian Dollar (“CDN” or “CDN$”). The historical financial statements of NCAC have been prepared in accordance
with U.S. GAAP in its presentation currency of the U.S. dollar (“USD” or “$”). The condensed combined pro forma
financial information reflects IFRS and in USD, the basis of accounting used by the registrant, the Company, and no material accounting
policy difference is identified in converting NCAC’s historical financial statements from U.S. GAAP to IFRS or Original Target from
CDN to USD. The adjustments presented in the pro forma condensed combined financial information have been identified and presented
to provide relevant information necessary for an accurate understanding of the Company after giving effect to the Business Combination.





7







The pro forma condensed combined financial
information reflects the actual redemptions as described above.



The following table sets out the share ownership
of Pubco following Closing on a pro forma basis:



|Pro Forma Ownership                                       |  | Shares |            |  | Number of Percent Outstanding | 
|--------------------------------------------------------- |  | ------ | ---------- |  | ----------------------------- | 
|Rollover equity shares of Psyence Biomedical shareholders |  |        | 5,000,000  |  |                               | 
|NCAC Public Shareholders                                  |  |        | 119,659    |  |                               | 
|Members of Sponsor                                        |  |        | 3,765,071  |  |                               | 
|Sponsor                                                   |  |        | 2,389,929  |  |                               | 
|Cantor and CCM                                            |  |        | 520,000    |  |                               | 
|Financing Investors                                       |  |        | 1,300,000  |  |                               | 
|Other Third Party Advisers                                |  |        | 296,000    |  |                               | 
|Total shares outstanding                                  |  |        | 13,390,659 |  |                               | 





| | (1) | 1,300,000 Backstop Shares were transferred to Financing Investors.
| | --- | ------------------------------------------------------------------



Included in the shares outstanding and weighted
average shares outstanding as presented in the pro forma combined financial statements are an aggregate of 13.39 million the
Company Common Shares that were issued to NCAC’s shareholders, Original Target’s shareholders, Financing Investors and to
Third Party shareholders.





8







The pro forma adjustments do not have an
income tax effect as they are either (i) incurred by legal entities that are not subject to a corporate income tax, or (ii) permanently
nondeductible or nontaxable based on the laws of the relevant jurisdiction.



Note 3 — Accounting for the Business Combination



The Business Combination will be accounted for
as a capital reorganization in accordance with IFRS. Under this method of accounting, NCAC will be treated as the “acquired”
company for financial reporting purposes, and Original Target will be the accounting “acquirer.” This determination was primarily
based on the assumption that Original Target shareholders will hold the largest minority of the voting power of the Company, Original
Target’s operations will substantially comprise the ongoing operations of the Company, Original Target’s designees are expected
to comprise a majority of the governing body of the Company, and Original Target’s senior management will comprise the senior management
of the Company. However, NCAC does not meet the definition of a “business” pursuant to IFRS 3 Business Combinations,
and thus, for accounting purposes, the Business Combination will be accounted for as a capital reorganization. The net assets of NCAC
will be stated at historical cost, with no goodwill or other intangible assets recorded. The deemed costs of the shares issued by Original
Target, which represents the fair value of the shares that Original Target would have had to issue for the ratio of ownership interest
in the Company to be the same as if the Business Combination had taken the legal form of Original Target acquiring shares of NCAC, in
excess of the net assets of NCAC will be accounted for as stock-based compensation under IFRS 2 Share-Based Payment.



Note 4 — U.S. GAAP to IFRS Conversion and Presentation
Alignment



The historical financial information of NCAC has
been adjusted to give effect to the differences between U.S. GAAP and IFRS as issued by the IASB for the purposes of the unaudited pro forma
condensed combined financial information. One adjustment required to convert NCAC’s balance sheet from U.S. GAAP to IFRS for purposes
of the unaudited pro forma condensed combined financial information was to reclassify NCAC Class A ordinary shares subject to
redemption to non-current financial liabilities under IFRS 2, as shareholders have the right to require NCAC to redeem NCAC Public Shares
and NCAC has an irrevocable obligation to deliver cash or another financial instrument for such redemption.



Further, as part of the preparation of the unaudited
pro forma condensed combined financial information, certain reclassifications were made to align NCAC’s historical financial
information in accordance with the presentation of Psyence Biomed Corp.’s historical carve-out consolidated financial information,
see below for effect of conversion on the financial statements.



In addition, as part of the preparation of the
unaudited pro forma condensed combined financial information since the reporting currency will be in United States dollars (“USD”),
Original Target’s historical carve-out consolidated financial information was converted from Canadian dollars (“CDN”)
to USD in accordance with the presentation of functional currency of Psyence Australia Pty, Ltd.’s historical financial information
and the Company’s anticipated reporting currency, see below for effect of conversion on the financial statements.





9







NCAC’s Balance Sheet as of September 30, 2023



|NCAC’s financial statements have been prepared in accordance with U.S. GAAP and in USD currency and converted to IFRS as follows:
|---------------------------------------------------------------------------------------------------------------------------------



|As of September 30, 2023                                                                    |  | U.S. GAAP |             |   | IFRS Conversion adjustment |  |             | Footnote reference |  | After conversion | 
|------------------------------------------------------------------------------------------- |  | --------- | ----------- | - | -------------------------- |  | ----------- | ------------------ |  | ---------------- | 
|ASSETS                                                                                      |  |           |             |   |                            |  |             |                    |  |                  | 
|Current assets:                                                                             |  |           |             |   |                            |  |             |                    |  |                  | 
|Cash                                                                                        |  | $         | 88,174      |   |                            |  |             |                    |  |                  | 
|Interest receivable                                                                         |  |           | 53,659      |   |                            |  |             |                    |  |                  | 
|Prepaid expenses                                                                            |  |           | 20,683      |   |                            |  |             |                    |  |                  | 
|Total current assets                                                                        |  |           | 162,516     |   |                            |  |             |                    |  |                  | 
|Investments held in Trust Account                                                           |  |           | 12,518,199  |   |                            |  |             |                    |  |                  | 
|Total assets                                                                                |  | $         | 12,680,715  |   |                            |  |             |                    |  |                  | 
|LIABILITIES, ORDINARY SHARES SUBJECT TO POSSIBLE REDEMPTION AND SHAREHOLDERS’ DEFICIT       |  |           |             |   |                            |  |             |                    |  |                  | 
|Current liabilities:                                                                        |  |           |             |   |                            |  |             |                    |  |                  | 
|Accounts payable and accrued expenses                                                       |  | $         | 1,007,704   |   |                            |  |             |                    |  |                  | 
|Deferred underwriting commissions                                                           |  |           | 13,100,000  |   |                            |  |             |                    |  |                  | 
|Due to affiliate                                                                            |  |           | 70,000      |   |                            |  |             |                    |  |                  | 
|Loan from sponsor                                                                           |  |           | 1,607,770   |   |                            |  |             |                    |  |                  | 
|Derivative warrant liability                                                                |  |           | 392,100     |   |                            |  |             |                    |  |                  | 
|Class A ordinary shares subject to possible redemption,                                     |  |           | —           |   |                            |  | 12,571,858  |                    |  | (a)              | 
|Total current liabilities                                                                   |  |           | 16,177,574  |   |                            |  |             |                    |  |                  | 
|Total liabilities                                                                           |  |           | 16,177,574  |   |                            |  |             |                    |  |                  | 
|Commitments and contingencies                                                               |  |           |             |   |                            |  |             |                    |  |                  | 
|Class A ordinary shares subject to possible redemption,                                     |  |           | 12,571,585  |   |                            |  | (12,571,858 | )                  |  | (a)              | 
|Class A ordinary shares                                                                     |  |           | 114         |   |                            |  |             |                    |  |                  | 
|Class B ordinary shares                                                                     |  |           | 654         |   |                            |  |             |                    |  |                  | 
|Additional paid-in capital                                                                  |  |           | —           |   |                            |  |             |                    |  |                  | 
|Accumulated deficit                                                                         |  |           | (16,069,485 | ) |                            |  |             |                    |  |                  | 
|Total shareholders’ deficit                                                                 |  |           | (16,068,717 | ) |                            |  |             |                    |  |                  | 
|Total liabilities, ordinary shares subject to possible redemption and shareholders’ deficit |  | $         | 12,680,715  |   |                            |  |             |                    |  |                  | 



| | (a) | To reclassify and present redeemable NCAC Public Shares as other liabilities under IFRS, as shareholders have the right to require
NCAC to redeem the NCAC Public Shares and NCAC has an irrevocable obligation to deliver cash or another financial instrument for such
redemption.
| | --- | ------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------





10









U.S. GAAP to IFRS Conversion of NCAC’s Statement of Operations
for the six months ended September 30, 2023



NCAC’s financial statements have been prepared
in accordance with U.S. GAAP and in USD currency and is converted to IFRS as follows:



|For the Six Months Ended September 30, 2023          |  | U.S. GAAP |            |   | IFRS
Conversion
adjustment |  |          | Footnote
reference |  | After
conversion | 
|---------------------------------------------------- |  | --------- | ---------- | - | -------------------------- |  | -------- | ------------------ |  | ---------------- | 
|General and administrative                           |  | $         | (1,069,142 | ) |                            |  |          |                    |  |                  | 
|Interest earned on investments held in Trust Account |  |           | —          |   |                            |  | 358,533  |                    |  | (b)              | 
|Income (loss) from operations                        |  |           | (1,069,142 | ) |                            |  |          |                    |  |                  | 
|Other income (expense):                              |  |           |            |   |                            |  |          |                    |  |                  | 
|Interest earned on investments held in Trust Account |  |           | 358,533    |   |                            |  | (358,533 | )                  |  | (b)              | 
|Change in fair value of warrant liabilities          |  |           | —          |   |                            |  |          |                    |  |                  | 
|Total other income (expense)                         |  |           | 358,533    |   |                            |  |          |                    |  |                  | 
|Net income (loss)                                    |  | $         | (710,609   | ) |                            |  |          |                    |  |                  | 





U.S. GAAP to IFRS Conversion of NCAC’s Statement of Operations for the year ended December 31, 2022



NCAC’s financial statements have been prepared in accordance with U.S. GAAP and in USD currency and is converted to IFRS as follows:



|For the Year Ended December 31, 2022                 |  | U.S. GAAP |            |   | IFRS
Conversion
adjustment |  |            | Footnote
reference |  | After
conversion | 
|---------------------------------------------------- |  | --------- | ---------- | - | -------------------------- |  | ---------- | ------------------ |  | ---------------- | 
|General and administrative                           |  | $         | (1,293,977 | ) |                            |  |            |                    |  |                  | 
|Interest earned on investments held in Trust Account |  |           | —          |   |                            |  | 3,551,791  |                    |  | (b)              | 
|Income (loss) from operations                        |  |           | (1,293,977 | ) |                            |  |            |                    |  |                  | 
|Other income (expense):                              |  |           |            |   |                            |  |            |                    |  |                  | 
|Interest earned on investments held in Trust Account |  |           | 3,551,791  |   |                            |  | (3,551,791 | )                  |  | (b)              | 
|Change in fair value of warrant liabilities          |  |           | 5,756,500  |   |                            |  |            |                    |  |                  | 
|Total other income (expense)                         |  |           | 9,308,291  |   |                            |  |            |                    |  |                  | 
|Net income (loss)                                    |  | $         | 8,014,314  |   |                            |  |            |                    |  |                  | 







| | (b) | To reclassify and present interest earned on investments held in trust from non-operating income (expense) to other income from operating
expenses.
| | --- | ---------------------------------------------------------------------------------------------------------------------------------------------------



Original Target’s Carve-Out Condensed Consolidated Interim
Statement of Financial Position as of September 30, 2023 and Carve-Out Condensed Consolidated Statement of Net Loss and Comprehensive
Loss for the six months ended September 30, 2023



Original Targets’s carve-out consolidated
financial statements have been prepared in accordance CDN currency and is converted to USD to conform with the Company expected reporting
currency as follows:



|As of September 30, 2023                 |  | IFRS
before conversion
(in CDN) |            |   | USD to CDN
Exchange Rate
as of March 31,
2023 |       |  | IFRS
after
conversion
to (in USD) |  
|---------------------------------------- |  | ------------------------------- | ---------- | - | --------------------------------------------- | ----- |  | --------------------------------- | -
|ASSETS                                   |  |                                 |            |   |                                               |       |  |                                   |  
|Current assets:                          |  |                                 |            |   |                                               |       |  |                                   |  
|Cash                                     |  | $                               | 818,609    |   |                                               | 1.352 |  |                                   | $
|Restricted Cash                          |  |                                 | 40,000     |   |                                               | 1.352 |  |                                   |  
|Other receivables                        |  |                                 | 25,400     |   |                                               | 1.352 |  |                                   |  
|Prepaid expenses                         |  |                                 | 20,982     |   |                                               | 1.352 |  |                                   |  
|Total current assets                     |  |                                 | 904,991    |   |                                               |       |  |                                   |  
|Total assets                             |  | $                               | 904,991    |   |                                               |       |  |                                   | $
|LIABILITIES                              |  |                                 |            |   |                                               |       |  |                                   |  
|Current liabilities:                     |  |                                 |            |   |                                               |       |  |                                   |  
|Accounts payable and accrued liabilities |  | $                               | 1,237,068  |   |                                               | 1.352 |  |                                   | $
|Loans form affiliates                    |  |                                 | 996,495    |   |                                               | 1.352 |  |                                   |  
|Total current liabilities                |  |                                 | 2,233,563  |   |                                               |       |  |                                   |  
|Total liabilities                        |  |                                 | 2,233,563  |   |                                               |       |  |                                   |  
|EQUITY                                   |  |                                 |            |   |                                               |       |  |                                   |  
|Net Parent investment                    |  |                                 | (1,328,572 | ) |                                               |       |  |                                   |  
|Total shareholders’ deficit              |  |                                 | (1,328,572 | ) |                                               |       |  |                                   |  
|Total liabilities and equity             |  | $                               | 904,991    |   |                                               |       |  |                                   | $









11







|For the Six Months Ended September 30, 2023 |  | IFRS
before conversion
(in CDN) |            |   | USD to CDN
Average
Exchange Rate
for the six months
ended September 30,
2023 |         |  | IFRS
after
conversion
to (USD) |  
|------------------------------------------- |  | ------------------------------- | ---------- | - | ---------------------------------------------------------------------------- | ------- |  | ------------------------------ | -
|Operating expenses                          |  |                                 |            |   |                                                                              |         |  |                                |  
|Sales and marketing                         |  | $                               | (2,848     | ) |                                                                              | 1.3421  |  |                                | $
|Research and development                    |  |                                 | (1,062,212 | ) |                                                                              | 1. 3421 |  |                                |  
|General and administrative                  |  |                                 | (114,845   | ) |                                                                              | 1. 3421 |  |                                |  
|Professional fees and consulting fees       |  |                                 | (784,375   | ) |                                                                              | 1. 3421 |  |                                |  
|Foreign exchange gain (loss)                |  |                                 | (154,927   | ) |                                                                              | 1. 3421 |  |                                |  
|Interest income                             |  |                                 | (36,805    | ) |                                                                              | 1. 3421 |  |                                |  
|Net loss                                    |  | $                               | (2,156,011 | ) |                                                                              |         |  |                                | $



|For the Year Ended March 31, 2023     |  | IFRS
before conversion
(in CDN) |            |   | USD to CDN
Average
Exchange Rate
for the year
ended March 31,
2023 |         |  | IFRS
after
conversion
to (USD) |  
|------------------------------------- |  | ------------------------------- | ---------- | - | ------------------------------------------------------------------ | ------- |  | ------------------------------ | -
|Operating expenses                    |  |                                 |            |   |                                                                    |         |  |                                |  
|Sales and marketing                   |  | $                               | (9,292     | ) |                                                                    | 1.32297 |  |                                | $
|Research and development              |  |                                 | (2,126,762 | ) |                                                                    | 1.32297 |  |                                |  
|General and administrative            |  |                                 | (484,382   | ) |                                                                    | 1.32297 |  |                                |  
|Professional fees and consulting fees |  |                                 | (1,655,663 | ) |                                                                    | 1.32297 |  |                                |  
|Foreign exchange gain (loss)          |  |                                 | 35,574     |   |                                                                    | 1.32297 |  |                                |  
|Interest income                       |  |                                 | 2,054      |   |                                                                    | 1.32297 |  |                                |  
|Net loss                              |  | $                               | (4,238,471 | ) |                                                                    |         |  |                                | $



Note 5 — Adjustments to Unaudited Pro Forma Condensed
Combined Balance Sheet as of September 30, 2023



The pro forma notes and adjustments, based
on preliminary estimates that could change materially as additional information is obtained, are as follows:



(A) Reflects the liquidation and reclassification of $1.35 million
of funds held in the Trust Account to cash and bank balances that becomes available following the Business Combination.



(B) Represents preliminary estimated transaction costs expected
to be incurred by NCAC and Original Target Group of approximately $6.92 million for legal, accounting and printing fees incurred
as part of the Business Combination.



For the NCAC transaction costs, $0.78 million were previously
accrued and the payable has been paid at closing and reflected as of the pro forma balance sheet date. An amount of $0.54 million
is reflected as an adjustment to accumulated losses as these are attributed to the listing cost. In additional 446,000 Original Target
shares were issued to service provided with a transaction price value of $10 per share for a total of $4.46 million as a Transaction Fee
which were allocated to additional paid-in-capital as these are attributed to Business Combination.



For the Original Target Group transaction costs, $0.29 million
of these fees have been paid at closing and $0.17 million have been accrued as of the pro forma balance sheet date. An amount
of $0.93 million is reflected as an adjustment to accumulated losses as these are attributed to the listing cost. The remaining amount
of $0.99 million is included as an adjustment to additional paid-in capital as these are attributed to Business Combination. Due
to cash limitation $1.46 million of transaction cost were included as due and payable.



(C) Represents the exchange of outstanding Original Target Group
shares into 5,000,000 the Company’s Common Shares at par value of $0.0001 per share upon the Business Combination.



(D) Represents the elimination of NCAC’s historical accumulated
losses after recording the transaction costs to be incurred by NCAC as described in (B) above, the waiver of the underwriting fee
described in (I) below and the derecognized warrant liability as described in (O) below.



(E) Reflects the transfer of the 119,659 NCAC shares which did
not redeem into permanent equity and shares of the Company.





12









(F) Represents the preliminary estimated expense recognized, in
accordance with IFRS 2, for the excess of the deemed costs of the shares issued by Original Target Group and the fair value of
SPAC’s identifiable net assets at the date of the Business Combination, resulting in a $51.37 million increase to accumulated
loss. The fair value of shares issued was estimated based on a market price of $10.00 per share (based on the transaction value) and the
fair value of the warrants at $0.045 (NCACW as of January 25, 2024 closing date).



|                                                                    |  | Actual Redemption |           
|------------------------------------------------------------------- |  | ----------------- | ----------
|NCAC shareholders                                                   |  | Shares            |           
|Public warrants                                                     |  |                   | 12,500,000
|Private Placement warrants                                          |  |                   | 570,000   
|Fair value of shares to be issued to NCAC shareholders              |  |                   |           
|Public shareholders                                                 |  |                   | 119,659   
|Private Placement Shares                                            |  |                   | 1,140,000 
|Founder shareholders                                                |  |                   | 3,535,000 
|Fair value of shares to be issued to NCAC shareholders              |  |                   |           
|Fair value of shares and warrants to be issued to NCAC shareholders |  |                   |           
|Net assets of SPAC as of March 31, 2023                             |  |                   |           
|Less: January 2024 redemptions                                      |  |                   |           
|Less: SPAC warrant liabilities                                      |  |                   |           
|Add: Release of redeemable Class A shares                           |  |                   |           
|Add: Release of Underwriting fee payable                            |  |                   |           
|Add: Interest earned in Trust Account                               |  |                   |           
|Less: Effect of maximum redemption of SPAC shares                   |  |                   |           
|Adjusted net assets of SPAC as of September 30, 2023                |  |                   |           
|Difference – being IFRS 2 charge for listing services               |  |                   |           





(G) Reflects the conversion of Class B common stock into
the Company’s Common stock on a one-for-one basis.



(H) Reflect repayment of $50,000 to the NCAC Sponsor loan at the
closing of the Business Combination the remaining portion will be repaid after the closing of the Business Combination. Terms of repayment
to be determined.



(I) Reflects the underwriter agreeing to the settlement of deferred
underwriting commissions upon the closing of the Business Combination. The underwriter has agreed to settle the fee of $13.1 million
by waiving 11.60 million of the fee and the receipt of 150,000 the Company’s Common Shares at $10 per share. The waived portion of the fee reverses the original entry which was applied
to the components of the unit issued at NCAC IPO. As a result, the reversal of the transaction was applied to Class A ordinary shares
with the related accretion to redemption value effecting accumulated deficit. The transaction cost allocated to the warrants was applied
to earnings as such the net impact of the waived fee of $11.60 million was to reverse the accumulated earning impact of both components
included in the unit.





13













(J) Reflects the proceeds from the proposed Financing Arrangement
under the Subscription Agreement where $2,500,000 in proceeds was received at closing in exchange for a Convertible Note and 1,300,000
the Company’s shares transferred from NCAC sponsor. As a result of the ASC 480 Freestanding Instrument Assessment performed at the
onset of the memorandum, the Company has determined that the Subscription Agreement is deemed to be representative of TWO freestanding
financial instruments, the Note and the Structured Shares. The Structures Shares are deemed to be representative of a freestanding financial
instrument issued in a bundled transaction with the Note. The Structured Shares to be issued as part of the bundled transaction are classified
and accounted for as equity; therefore, the proceeds are required to be allocated based on the relative fair values of the base instrument
(i.e., Note) and the Structured Shares in accordance with the guidance in ASC 470, Debt. As such a debt discount of $2.64 million was
recognized against the Note represented by $0.63 million of OID and $2.16 million related to the 1,300,000 Structured shares issued. The
accounting for this transaction is preliminary and is subject to change.



(K) Reflects the redemption of 993,362 NCAC Public Shares for
a cash payment of $11.49 million, or $11.57 per share on January 18 and 22, 2024 to approve the business combination and extend the
date by which NCAC had to close on a business combination from January 22, 2024 to February 22, 2024.



(L) Reflect the borrowings from NCAC Sponsor of $100,172 in order
to fund extension payments into the Trust Account.



(M) Reflects the interest earned in the NCAC’s trust subsequent
to September 30, 2023 through the January 22, 2024 extension payment date.



(N) Reflects the removal of cash held by a subsidiary of Original
Target that will not carry on to the Company.



(O) To derecognize warrant liability that is not being assumed
by the Company, but rather re-issued as part of the consideration payable on closing of the RTO.



(P) To recognize the value of warrants re-issued by the Company
on closing of the RTO transaction based valued based on the fair value of the NCAC public warrants as of January 25, 2024.



Adjustments to Unaudited Pro Forma Condensed Combined Statement
of Operations for the Year Ended March 31, 2023 and for the Six Months ended September 30, 2023



The pro forma notes and adjustments, based
on preliminary estimates that could change materially as additional information is obtained, are as follows:



(AA) Reflects the elimination of interest income generated from the
investments held in the Trust Account.

​

(BB) Represents the elimination of administrative service fees
that will cease to be paid upon closing of the business combination.



(CC) Represents $68.37 million of expense recognized, in accordance
with IFRS 2, for the difference between the deemed costs of the shares issued by Original Target Group and the fair value of NCAC’s
identifiable net assets, as described in (F) above and $1.46 million of other cost incurred as described in (B) above. This
cost is a nonrecurring item and only reflected in the earlier period presented for the year ended March 31, 2023.



Note 6 — Net Earnings (Loss) per Share



Represents the earnings (loss) per share calculated
using the historical weighted average shares outstanding, and the issuance of additional shares in connection with the Business Combination,
assuming the shares were outstanding since April 1, 2022. As the Business Combination is being reflected as if it had occurred at the beginning of the period presented, the calculation
of weighted average shares outstanding for basic and diluted earnings (loss) per share assumes that the shares issued in connection with
the Business Combination have been outstanding for the entire period presented. If the number of Public Shares described under the Maximum
Redemption Scenario are redeemed, this calculation is retroactively adjusted to eliminate such shares for the entire period.





14









The following table sets out the share ownership
of the Company following Closing on a pro forma:



|​                                         |  | Actual Redemption |           
|------------------------------------------------------------ |  | ----------------- | ----------
|Weighted average shares outstanding – basic and diluted      |  |                   |           
|Rollover equity shares of Original Target Group shareholders |  |                   | 5,000,000 
|NCAC Public Shareholders                                     |  |                   | 119,659   
|NCAC Sponsor Private Placement                               |  |                   | 1,140,000 
|NCAC Sponsor and Founder shareholders(1)                     |  |                   | 3,535,000 
|PIPE Investors                                               |  |                   | 2,000,000 
|Third Party shareholders                                     |  |                   | 596,000   
|Total                                                        |  |                   | 13,390,659





|For the Six Months Ended September 30, 2023                                 |  | Actual
Redemptions |           
|--------------------------------------------------------------------------- |  | ------------------ | ----------
|Pro forma net loss                                                          |  | $                  | (2,615,556
|Weighted average shares of common stock outstanding – basic and
diluted﻿(2) |  |                    | 13,390,659
|Net loss per share – basic and diluted                                      |  | $                  | (0.20     
|Excluded securities:(3)                                                     |  |                    |           
|Public Warrants                                                             |  |                    | 12,500,000
|Private Placement Warrants                                                  |  |                    | 570,000   



|Year Ended March 31, 2023                                                   |  | Actual
Redemptions |            
|--------------------------------------------------------------------------- |  | ------------------ | -----------
|Pro forma net loss                                                          |  | $                  | (68,355,218
|Weighted average shares of common stock outstanding – basic and
diluted﻿(2) |  |                    | 13,390,659 
|Net loss per share – basic and diluted                                      |  | $                  | (5.10      
|Excluded securities:(3)                                                     |  |                    |            
|Public Warrants                                                             |  |                    | 12,500,000 
|Private Placement Warrants                                                  |  |                    | 570,000    





| | (1) | The 1,300,000 Backstop Shares were transferred by the NCAC Sponsor and issued to financing investor.
| | --- | ----------------------------------------------------------------------------------------------------



| | (2) | Assumes all issued and outstanding shares were outstanding for the entirety of the year.
| | --- | ----------------------------------------------------------------------------------------



| | (3) | The potentially dilutive outstanding securities were excluded from the computation of pro forma net loss per share, basic and diluted,
because their effect would have been anti-dilutive.
| | --- | ------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------





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