UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549








FORM 20-F






(Mark One)



| ̈ | REGISTRATION STATEMENT PURSUANT TO SECTION 12(b) OR 12(g) OF THE SECURITIES EXCHANGE ACT OF 1934
|- | ------------------------------------------------------------------------------------------------



OR



|☐ | ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
|- | ------------------------------------------------------------------------------------



For the fiscal year ended __________



OR



| ̈ | TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(D) OF THE SECURITIES EXCHANGE ACT OF 1934
|- | ----------------------------------------------------------------------------------------



OR



|x | SHELL COMPANY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
|- | -------------------------------------------------------------------------------------------



Date of event requiring this shell company
report: January 25, 2024



Commission File Number: 001-41937








Psyence Biomedical Ltd.

(Exact name of Registrant as specified in its
charter)










|Not applicable                                      |  | Canada                                             
|--------------------------------------------------- |  | ---------------------------------------------------
|(Translation of Registrant’s
    name into English) |  | (Jurisdiction of incorporation
    or organization)



121 Richmond Street West
Penthouse Suite 1300
Toronto, Ontario M5H 2K1
+1 (416) 346-7764

(Address of principal executive offices)



Copy to:

Neil Maresky
121 Richmond Street West
Penthouse Suite 1300
Toronto, Ontario M5H 2K1
+1 (416) 346-7764

(Name, Telephone, Email and/or Facsimile number
and Address of Company Contact Person)






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



|                                                                                                     |  |                       |  |                                              
|---------------------------------------------------------------------------------------------------- |  | --------------------- |  | ---------------------------------------------
|Title
    of each class                                                                              |  | Trading
    Symbol(s) |  | Name of each exchange
    on which registered
|Common shares, without par
    value                                                                 |  | PBM                   |  | The Nasdaq Stock Market LLC                  
|Warrants, each exercisable
    to purchase one Common Share at an exercise price of $11.50 per share |  | PBMWW                 |  | The Nasdaq Stock Market LLC                  



Securities registered or to be registered pursuant
to Section 12(g) of the Act: None



Securities for which there is a reporting obligation
pursuant to Section 15(d) of the Act: None








Indicate the number of outstanding shares of each of the issuer’s
classes of capital or common stock as of the close of the period covered by the shell company report: 13,390,659 common shares and 13,070,000
warrants to purchase common shares.



Indicate by check mark if the registrant is a well-known seasoned
issuer, as defined in Rule 405 of the Securities Act. Yes  ̈ No x



If this report is an annual or transition report, indicate by check
mark if the registrant is not required to file reports pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934. Yes  ̈No x



Indicate by check mark whether the registrant: (1) has filed all reports
required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter
period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days.
Yes  ̈ Nox



Indicate by check mark whether the registrant has submitted electronically
every Interactive Data File required to be submitted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the
preceding 12 months (or for such shorter period that the registrant was required to submit and post such files). Yes xNo  ̈



Indicate by check mark whether the registrant is a large accelerated
filer, an accelerated filer, or a non-accelerated filer, or an emerging growth company. See definition of “accelerated filer,”
 “large accelerated filer,” and “emerging growth company” in Rule 12b-2 of the Exchange Act. (Check one):



|                        |  |   |  |                   |  |   |  |                         |  |  
|----------------------- |  | - |  | ----------------- |  | - |  | ----------------------- |  | -
|Large accelerated filer |  |  ̈ |  | Accelerated filer |  |  ̈ |  | Non-accelerated filer   |  | x
|                        |  |   |  |                   | 
|                        |  |   |  |                   |  |   |  | Emerging growth company |  | x



If an emerging growth company that prepares its financial statements
in accordance with U.S. GAAP, indicate by check mark if the registrant has elected not to use the extended transition period for complying
with any new or revised financial accounting standards† provided pursuant to Section 13(a) of the Exchange Act.  ̈



† The term “new or revised financial accounting standard”
refers to any update issued by the Financial Accounting Standards Board to its Accounting Standards Codification after April 5, 2012.



Indicate by check mark whether the registrant has filed a report on
and attestation to its management’s assessment of the effectiveness of its internal control over financial reporting under Section
404(b) of the Sarbanes-Oxley Act (15 U.S.C. 7262(b)) by the registered public accounting firm that prepared or issued its audit report.
 ̈



If securities are registered pursuant to Section 12(b) of the Act,
indicate by check mark whether the financial statements of the registrant included in the filing reflect the correction of an error to
previously issued financial statements.  ̈



Indicate by check mark whether any of those error corrections are
restatements that required a recovery analysis of incentive based compensation received by any of the registrant’s executive officers
during the relevant recovery period pursuant to §240.10D-1(b).  ̈



Indicate by check mark which basis of accounting the registrant has
used to prepare the financial statements included in this filing:



|            |  |                                                                                                          |  |   |  |        
|----------- |  | -------------------------------------------------------------------------------------------------------- |  | - |  | -------
|U.S. GAAP  ̈ |  | International Financial Reporting Standards as issue by the International
    Accounting Standards Board |  | x |  | Other  ̈



If “Other” has been checked in response to the previous
question indicate by check mark which financial statement item the registrant has elected to follow. Item 17  ̈Item 18  ̈



If this is an annual report, indicate by check mark whether the registrant
is a shell company (as defined in Rule 12b-2 of the Exchange Act). Yes  ̈ No  ̈















TABLE OF CONTENTS



|EXPLANATORY
    NOTE                                     | iii
|-------------------------------------------------------- | ---
|                                                         |    
|CAUTIONARY
    NOTE REGARDING FORWARD-LOOKING STATEMENTS | 1  
|                                                         |    
|PART
    I                                               | 3  
|                                                         |    
|ITEM
    1.                                              |    
|A.                                                       |    
|B.                                                       |    
|C.                                                       |    
|                                                         |    
|ITEM
    2.                                              |    
|                                                         |    
|ITEM
    3.                                              |    
|                                                         |    
|A.                                                       |    
|B.                                                       |    
|C.                                                       |    
|D.                                                       |    
|                                                         |    
|ITEM
    4.                                              |    
|                                                         |    
|A.                                                       |    
|B.                                                       |    
|C.                                                       |    
|D.                                                       |    
|                                                         |    
|ITEM
    4A.                                             |    
|                                                         |    
|ITEM
    5.                                              |    
|                                                         |    
|ITEM
    6.                                              |    
|                                                         |    
|A.                                                       |    
|B.                                                       |    













|C.          |  | Board Practices                                                                     | 11
|----------- |  | ----------------------------------------------------------------------------------- | --
|D.          |  | Employees                                                                           | 11
|E.          |  | Share Ownership                                                                     | 11
|F.          |  | Disclosure of a Registrant’s Action to Recover Erroneously
    Awarded Compensation | 12
|            |  |                                                                                    
|ITEM
    7. |  | MAJOR SHAREHOLDERS AND RELATED
    PARTY TRANSACTIONS                               | 12
|            |  |                                                                                    
|A.          |  | Major Shareholders                                                                  | 12
|B.          |  | Related Party Transactions                                                          | 14
|C.          |  | Interests of Experts and Counsel                                                    | 14
|            |  |                                                                                    
|ITEM
    8. |  | FINANCIAL INFORMATION                                                               | 14
|            |  |                                                                                    
|A.          |  | Consolidated Statements and
    Other Financial Information                         | 14
|B.          |  | Significant Changes                                                                 | 14
|            |  |                                                                                    
|ITEM
    9. |  | THE OFFER AND LISTING                                                               | 14
|            |  |                                                                                    
|A.          |  | Offer and Listing Details                                                           | 14
|B.          |  | Plan of Distribution                                                                | 15















|             |    |                                                                       
|------------ | -- | ----------------------------------------------------------------------
|C.           |    | Markets                                                               
|D.           |    | Selling Shareholders                                                  
|E.           |    | Dilution                                                              
|F.           |    | Expenses of the Issue                                                 
|             |    |                                                                       
|ITEM
    10. |    | ADDITIONAL INFORMATION                                                
|             |    |                                                                       
|A.           |    | Share Capital                                                         
|B.           |    | Memorandum and Articles of
    Association                            
|C.           |    | Material Contracts                                                    
|D.           |    | Exchange Controls and Other
    Limitations Affecting Security Holders
|E.           |    | Taxation                                                              
|F.           |    | Dividends and Paying Agents                                           
|G.           |    | Statement by Experts                                                  
|H.           |    | Documents on Display                                                  
|I.           |    | Subsidiary Information                                                
|J.           |    | Annual Report to Security Holders                                     
|             |    |                                                                       
|ITEM
    11. |    | QUANTITATIVE AND QUALITATIVE
    DISCLOSURES ABOUT MARKET RISKS       
|             |    |                                                                       
|ITEM
    12. |    | DESCRIPTION OF SECURITIES
    OTHER THAN EQUITY SECURITIES            
|             |   
|PART
    II  | 21
|             |   
|PART
    III | 22
|             |    |                                                                       
|ITEM
    17. |    | FINANCIAL STATEMENTS                                                  
|             |    |                                                                       
|ITEM
    18. |    | FINANCIAL STATEMENTS                                                  













EXPLANATORY NOTE



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”).



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”).
|- | ----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------





iii







|· | Each outstanding warrant to purchase NCAC Class A ordinary shares was converted 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 BCA entered
into letter agreements (the “Closing Letter Agreements”) pursuant to which, among other things, Psyence Biomedical, Parent,
Psyence II, 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) NCAC 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 BCA (the “Closing Deliverables”).
Upon the Closing, the Psyence Parties waived in full the Minimum Cash Condition, the PIPE Investment Condition and the Closing Deliverables.



As previously disclosed, 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 are 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 was issued to the Investors
substantially concurrently with, and contingent upon, the Closing. The Financing closed immediately prior to the Business Combination.



The Company Common Shares and the Company Warrants are traded on The
Nasdaq Stock Market LLC (“Nasdaq”) under the symbols “PBM” and “PBMWW,” respectively.



Except as otherwise indicated or required by context, references in
this Shell Company Report on Form 20-F (the “Report”) to “we,” “us,” “our,” “Psyence
Biomedical” or the “Company” refer to Psyence Biomedical Ltd., a corporation organized under the laws of Ontario, Canada.





CAUTIONARY NOTE REGARDING
FORWARD-LOOKING STATEMENTS



This Report and the documents incorporated by reference herein include
forward-looking statements within the meaning of Section 27A of the Securities Act of 1933, as amended, and Section 21E of the Securities
Exchange Act of 1934, as amended (the “Exchange Act”). Forward-looking statements relate to, among others, our plans, objectives
and expectations for our business, operations and financial performance and condition, and can be identified by terminology such as “may,”
 “should,” “expect,” “intend,” “plan,” “anticipate,” “believe,”
 “estimate,” “predict,” “potential,” “continue” and similar expressions that do not relate
solely to historical matters. Forward-looking statements are based on management’s belief and assumptions and on information currently
available to management. Although we believe that the expectations reflected in forward-looking statements are reasonable, such statements
involve known and unknown risks, uncertainties and other factors that may cause our actual results, performance or achievements to be
materially different from any future results, performance or achievements expressed or implied by forward-looking statements.

Forward-looking statements in this Report and in any document incorporated
by reference in this Report may include, but are not limited to, statements about:



|· | the ability of Psyence Biomedical to realize the benefits expected
    from the Business Combination and to maintain the listing of the Company Common Shares or the Company Warrants on Nasdaq;
|- | ------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------





1







|· | risks that the Business Combination disrupts current plans of Psyence
    Biomedical or diverts management’s attention from Psyence Biomedical’s ongoing business operations and potential difficulties
    in Psyence Biomedical’s employee retention as a result of the Business Combination;                                                                     
|- | --------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|  |                                                                                                                                                                                                                                                                                                                                                                     
|· | volatility in the price of the securities of the Company due to a variety
    of factors, including changes in the competitive and highly regulated industries in which the Company operates, variations in performance
    across competitors, changes in laws and regulations affecting the Company’s business and changes in the Company’s capital
    structure;



|· | Psyence Biomedical’s success in retaining or recruiting, or changes
    required in, its officers, key employees or directors;
|- | ------------------------------------------------------------------------------------------------------------------------------



|· | factors relating to the business, operations and financial performance
    of the Company, including, but not limited to:
|- | -------------------------------------------------------------------------------------------------------------------------



| | · | the Company’s ability to achieve successful clinical results;
| | - | -------------------------------------------------------------



| | · | the Company currently has no products approved for commercial sale;
| | - | -------------------------------------------------------------------



| | · | the Company’s ability to obtain regulatory approval for its product
    candidates, and any related restrictions or limitations of any approved products;
| | - | ---------------------------------------------------------------------------------------------------------------------------------------------------------



| | · | the Company’s ability to obtain licensing of third-party intellectual
    property rights for future discovery and development of the Company’s product candidates;
| | - | -------------------------------------------------------------------------------------------------------------------------------------------------------------------



| | · | the Company’s ability to commercialize product candidates and
    achieve market acceptance of such product candidates;
| | - | -----------------------------------------------------------------------------------------------------------------------



| | · | the Company’s success is dependent on product candidates which
    it licenses from third parties;
| | - | --------------------------------------------------------------------------------------------------



| | · | the ability to respond to general economic conditions;
| | - | ------------------------------------------------------



|· | the Company has incurred significant losses since inception, and it
    expects to incur significant losses for the foreseeable future and may not be able to achieve or sustain profitability in the future;
|- | -------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



|· | the Company requires substantial additional capital to finance its
    operations, and if it is unable to raise such capital when needed or on acceptable terms, it may be forced to delay, reduce, and/or
    eliminate one or more of its development programs or future commercialization efforts;
|- | -----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



|· | the Company’s ability to develop and maintain effective internal
    controls;
|- | ------------------------------------------------------------------------------



|· | assumptions regarding interest rates and inflation;
|- | ---------------------------------------------------



|· | competition and competitive pressures from other companies worldwide
    in the industries in which the Company operates; and
|- | -----------------------------------------------------------------------------------------------------------------------------



|· | litigation and the ability to adequately protect the Company’s
    intellectual property rights.
|- | ------------------------------------------------------------------------------------------------



Forward-looking statements are subject to known and unknown risks
and uncertainties and are based on potentially inaccurate assumptions that could cause actual results to differ materially from those
expected or implied by the forward-looking statements. Actual results could differ materially from those anticipated in forward-looking
statements for many reasons, including the factors discussed under the “Risk Factors” section of the proxy statement/prospectus
(the “Proxy Statement/Prospectus”) forming a part of the Registration Statement on Form F-4 of the Company (File No. 333-273553)
(the “Registration Statement”) filed in connection with the Business Combination, which section is incorporated herein by
reference. Accordingly, you should not rely on these forward-looking statements, which speak only as of the date of this Report. We undertake
no obligation to publicly revise any forward-looking statement to reflect circumstances or events after the date of this Report or to
reflect the occurrence of unanticipated events. You should, however, review the factors and risks described in the reports we will file
from time to time with the SEC after the date of this Report.



Although we believe the expectations reflected in the forward-looking
statements were reasonable at the time made, we cannot guarantee future results, level of activity, performance or achievements. Moreover,
neither we nor any other person assume responsibility for the accuracy or completeness of any of these forward-looking statements. You
should carefully consider the cautionary statements contained or referred to in this section in connection with the forward looking statements
contained in this Report and any subsequent written or oral forward-looking statements that may be issued by the Company or persons acting
on its behalf.





2







PART I



|ITEM 1. | IDENTITY OF DIRECTORS, SENIOR MANAGEMENT AND ADVISERS
|------- | -----------------------------------------------------



|A. | Directors and Senior Management
|-- | -------------------------------



Information regarding the directors and executive officers of the
Company after the closing of the Business Combination is included in the Proxy Statement/Prospectus under the section titled “Management
of Pubco Following the Business Combination” and is incorporated herein by reference.



The business address for each of the directors and executive officers
of the Company is 121 Richmond Street West, Penthouse Suite 1300, Toronto, Ontario M5H 2K1.



|B. | Advisers
|-- | --------



Ellenoff Grossman & Schole LLP, 1345 Avenue of the Americas, New
York, New York 10105, United States, has acted as U.S. securities counsel for the Company and will continue to act as U.S. securities
counsel to the Company following the completion of the Business Combination.



WeirFoulds LLP, 66 Wellington Street West, Suite 4100, P.O. Box 35,
TD Bank Tower, Toronto, Ontario, Canada M5K 1B7, has acted as counsel for the Company with respect to Ontario law and will continue to
act as counsel for the Company with respect to Ontario law following the completion of the Business Combination.



|C. | Auditors
|-- | --------



For the fiscal years ended March 31, 2023, 2022 and 2021, MNP LLP,
has acted as the independent registered public accounting firm for Psyence Biomedical and is expected to continue to act as the Company’s
independent registered public accounting firm for the fiscal year ended March 31, 2024.



|ITEM 2. | OFFER STATISTICS AND EXPECTED TIMETABLE
|------- | ---------------------------------------



Not applicable.



|ITEM 3. | KEY INFORMATION
|------- | ---------------



|A. | [Reserved.]
|-- | -----------



|B. | Capitalization and Indebtedness
|-- | -------------------------------



The following table sets forth the capitalization of the Company on
an unaudited pro forma combined basis as of September 30, 2023, after giving effect to the Business Combination and the Financing:





3







|Pro Forma Ownership                                       |  | Shares |            | Number of Percent
Outstanding |      
|--------------------------------------------------------- |  | ------ | ---------- | ----------------------------- | -----
|Rollover equity shares of Psyence Biomedical shareholders |  |        | 5,000,000  |                               | 37.34
|NCAC Public Shareholders                                  |  |        | 119,659    |                               | 0.89 
|Members of Sponsor                                        |  |        | 3,765,071  |                               | 28.12
|Sponsor                                                   |  |        | 2,389,929  |                               | 17.85
|Cantor and CCM                                            |  |        | 520,000    |                               | 3.88 
|Financing Investors                                       |  |        | 1,300,000  |                               | 9.71 
|Other Third Party Advisers                                |  |        | 296,000    |                               | 2.21 
|Total shares outstanding                                  |  |        | 13,390,659 |                               | 100  



The information set forth below in Item 10 under the section titled
 “Securities Purchase Agreement and Related Agreements” is incorporated herein by reference.



|C. | Reasons for the Offer and Use of Proceeds
|-- | -----------------------------------------



Not applicable.



|D. | Risk Factors
|-- | ------------



The risk factors related to the business and operations of Psyence
Biomedical are described in the Proxy Statement/Prospectus under the section titled “Risk Factors,” which is incorporated
herein by reference.



|ITEM 4. | INFORMATION ON THE COMPANY
|------- | --------------------------



|A. | History and Development of the Company
|-- | --------------------------------------



See “Explanatory Note” in this Report for additional
information regarding the Company and the BCA. Certain additional information about the Company is included in the Proxy Statement/Prospectus
under the section titled “Information About Psyence” and is incorporated herein by reference. The material terms of
the Business Combination are described in the Proxy Statement/Prospectus under the section titled “The Business Combination
Agreement,” which is incorporated herein by reference.



The Company is subject to certain of the informational filing requirements
of the Exchange Act. Since the Company is a “foreign private issuer,” it is exempt from the rules and regulations under the
Exchange Act prescribing the furnishing and content of proxy statements, and the officers, directors and principal shareholders of the
Company are exempt from the reporting and “short-swing” profit recovery provisions contained in Section 16 of the Exchange
Act with respect to their purchase and sale of Company Common Shares. In addition, the Company is not required to file reports and financial
statements with the SEC as frequently or as promptly as U.S. public companies whose securities are registered under the Exchange Act.
However, the Company is required to file with the SEC an Annual Report on Form 20-F containing financial statements audited by an independent
accounting firm. The SEC also maintains a website at www.sec.gov that contains reports and other information that the Company files with
or furnishes electronically to the SEC.



The website address of the Company is www.psyence.com. The
information contained on the website does not form a part of, and is not incorporated by reference into, this Report.



|B. | Business Overview
|-- | -----------------



Information regarding the business of the Company is included in the
Proxy Statement/Prospectus under the sections titled “Information About Psyence” and below under Item 5, which are
incorporated herein by reference.





4







|C. | Organizational Structure
|-- | ------------------------



The Company is the therapeutic division of Psyence Group Inc., a life
science biotechnology company listed on the Canadian Securities Exchange (CSE:PSYG), with a focus on natural psychedelics. Psyence Group
Inc. develops natural psilocybin products for the healing of psychological trauma and its mental health consequences in the context of
palliative care. The Company has commenced the clinical trial process to evaluate the safety and efficacy of its product candidates. We
refer to Parent and its subsidiaries and affiliates prior to the consummation of the Business Combination as the “Psyence Group.”



The Psyence Group was created through various corporate transactions,
including a prior business combination of Mindhealth Corp. with Cardinal Capital Partners Inc., a public company, in January 2021,
resulting in Parent’s public listing in Canada. MindHealth Biomed Corp. (“MindHealth”) was a private corporation
incorporated under the laws of British Columbia on May 21, 2020. Mind Health (Pty) Ltd (“MindHealth Lesotho”) is
a private entity incorporated under the laws of the Kingdom of Lesotho, which in May 2020, was granted permission by the Minister
of Health (Lesotho) to import, cultivate, produce, manufacture and export psilocybin mushrooms. The governmentally licensed commercial
psilocybin cultivation and production facilities operated by MindHealth Lesotho under the name “Psyence Production” are situated
in the Kingdom of Lesotho. On May 22, 2020, MindHealth Lesotho became a subsidiary of MindHealth. Pursuant to the Business Combination,
the Psyence therapeutics business was be separated from the Psyence Group and included in the newly Nasdaq-listed Psyence Biomed, while
the other two divisions of the Psyence Group (Psyence Production and Psyence Function) remained under the Psyence Group. We intend to
utilize the funds raised in the Business Combination to provide us with the capital to advance natural psilocybin into a Phase IIb clinical
trial study to be conducted under an approved protocol in Australia (the “Phase IIb Study”). The Phase IIb Study, along with
its associated assets, contracts and intellectual property constitute the business assets being held by Psyence following the Business
Combination.



Canadian Restructuring



Prior to the date of the BCA, (i) Parent formed Psyence II and Psyence
Biomedical as wholly-owned subsidiaries, (ii) promptly after entering into the BCA, Parent and Psyence Biomed Corp., a corporation organized
under the laws of British Columbia, were amalgamated, and thereafter (iii) Parent (x) transferred the shares of Psyence Australia Pty
Ltd. and its related business assets to Psyence II while (y) retaining the shares of Good Psyence (Pty) Ltd (RF) (South Africa), Psyence
Jamaica Ltd (Jamaica), Psyence UK Group Ltd., Psyence Therapeutics Corp. (Ontario, Canada), Mind Health (Pty) Ltd (Lesotho), and Psyence
South Africa (Pty) Ltd (South Africa) (collectively, the “Excluded Assets”) (such transactions, collectively, the “Canadian
Restructuring”).



Psyence Biomedical conducts its operations through its subsidiaries
based in Ontario and Australia and also owns a subsidiary in the Cayman Islands, as listed below:



|                          |  |                                                |  |                                                          |             
|------------------------- |  | ---------------------------------------------- |  | -------------------------------------------------------- | ------------
|Name                      |  | Country of Incorporation and Place of Business |  | Proportion
of
Ordinary
Shares
Held by
Psyence Biomedical |             
|Psyence Biomed II Corp    |  | Ontario, Canada                                |  |                                                          | 100         
|Psyence Australia Pty Ltd |  | Australia                                      |  |                                                          | Indirect 100
|Newcourt Acquisition Corp |  | Cayman Islands                                 |  |                                                          | Indirect 100



The diagram below depicts a simplified version of Psyence Biomedical
immediately following the consummation of the Business Combination.







|D. | Property, Plants and Equipment
|-- | ------------------------------



Information regarding the facilities of the Company is included in
the Proxy Statement/Prospectus under the section titled “Information About Psyence — Headquarters and Operational Office,”
which is incorporated herein by reference.





5







|ITEM 4A. | UNRESOLVED STAFF COMMENTS
|-------- | -------------------------



None.



|ITEM 5. | OPERATING AND FINANCIAL REVIEW AND PROSPECTS
|------- | --------------------------------------------



PSYENCE
BIOMEDICAL MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS



Unless the
context otherwise requires, all references in this section to the “Company,” “we,” “us” or “our”
refer to the business of Psyence Group Inc. prior to the consummation of the Business Combination, which will be the business of Psyence
Biomedical and its subsidiaries following the consummation of the Business Combination.



You should
read the following discussion and analysis of our financial condition and results of operations in conjunction with the information under
 “Selected Historical Financial Data of Psyence” and our historical condensed consolidated interim financial statements and
the related notes included elsewhere in this Report. This discussion and analysis should also be read together with the interim financial
statements of Psyence Biomedical for the three and six months periods ended September 30, 2023 and 2022 and the pro forma financial information
as of September 30, 2023 and 2022 included elsewhere in this Report. This discussion contains forward-looking statements that involve
risks, uncertainties and assumptions. Our actual results and the timing of selected events could differ materially from those anticipated
in these forward-looking statements as a result of various factors, including those set forth under “Risk Factors” set forth
in the Proxy Statement/Prospecuts and elsewhere in this statement.



The numbers presented here
have been translated to USD and are presented in USD.



Overview



Psyence
Group Inc.is a life science biotechnology company listed on the Canadian Securities Exchange (CSE: PSYG) with a focus on natural psychedelics.
Psyence Biomedical, also referred to as “Psyence Therapeutics”, is a division of Psyence, which is developing natural psilocybin
medicinal formulations and treatment protocols for the treatment of adjustment disorder in patients with an incurable cancer diagnosis.



Recent Developments



See “Explanatory Note”
in this Report for additional information regarding the Company and the BCA.



Results of
Operations



Sales and marketing costs



For
the 3-month period ended September 30, 2023, the Company incurred sales and marketing costs of $1,095, consisting primarily of expenses
for conferences, content, promotional materials and website design costs. For the 3-month period ended September 30, 2022, sales and marketing
costs of $0 were incurred.



For
the 6-month period ended September 30, 2023, the Company incurred sales and marketing costs of $2,122 consisting primarily of expenses
for conferences, content, promotional materials and website design costs. For the 6-month period ended September 30, 2022, sales and marketing
costs of $0 were incurred.



For the year ended March 31, 2023, we incurred sales and marketing
costs of $7,024, consisting primarily of expenses for conferences, content, promotional materials and website design costs. For the year
ended March 31, 2022, sales and marketing costs of $17,440 were incurred, consisting of costs to create awareness of the Company and its
activities, due to its recent establishment.



Research and development



For
the 3-month period ended September 30, 2023, the Company incurred research and development costs of ($8,530) due to foreign exchange fluctuations,
as compared to $1,984 for the 3-month period ended September 30, 2022.



For
the 6-month period ended September 30, 2023, the Company incurred research and development costs of $791,439, as compared to $160,676
for the 6-month period ended September 30, 2022. The costs for both periods were incurred as we commenced clinical trials. The increase
in costs reflect the higher costs associated with the Company’s Phase IIb palliative care clinical trial, as opposed to costs related
to Phase IIa palliative care clinical trial.





6







For the
year ended March 31, 2023, we incurred research and development costs of $1,607,565. This consisted of $1,372,850 of costs related to
the clinical trial for the treatment of adjustment disorder, $170,072 for the formulation and licensing of PEX010 and $64,644 for general
research.



General and administration costs



For
the 3-month period ended September 30, 2023, the Company incurred general and administrative costs of ($16,105) due to option expense
reversals, which consisted of bank fees, salaries and wages and operational costs, compared with $80,604 for the year ended 3-month period
ended September 30, 2022. General and administrative costs decreased during the period in comparison to the preceding period as result
of a decrease in payroll related costs.



For
the 6-month period ended September 30, 2023, the Company incurred general and administrative costs of $85,569, which consisted of bank
fees, salaries and wages and operational costs, compared with $172,588 for the 6-month period ended September 30, 2022. General and administrative
costs decreased slightly during the period in comparison to the preceding period as result of a decrease in payroll related costs.



For the year ended March 31, 2023, the Company
incurred general and administrative costs of $366,132, which consisted of bank fees, salaries and wages and operational costs, compared
with $384,747 for the year ended March 31, 2022. General and administrative costs decreased slightly during the year ended March 31, 2023
in comparison to the year ended March 31, 2022 as result of a decrease in payroll related costs.



Professional and
consulting fees



For
the 3-month period ended September 30, 2023, professional and consulting fees totaled $199,516. This consisted of $129,461 paid to consultants
for product development, financial, business strategies and administrative services, legal fees of $46,413 paid to legal practitioners
for various corporate matters, and $23,642 for accounting services and audit fees.



For
the 3-month period ended September 30, 2022, professional and consulting fees totaled $178,767. This consisted of $178,153 paid to consultants
for product development, financial, business strategies and administrative services and legal fees of $614 paid to legal practitioners
for various corporate matters.



For
the 6-month period ended September 30, 2023, professional and consulting fees totaled $584,427. This consisted of $248,131 paid to consultants
for product development, financial, business strategies and administrative services, legal fees of $312,455 paid to legal practitioners
for various corporate matters, and $23,841 for accounting services and audit fees.



For
the 6-month period ended September 30, 2022, professional and consulting fees totaled $341,744. This consisted of $340,373 paid to consultants
for product development, financial, business strategies and administrative services and legal fees of $1,371 paid to legal practitioners
for various corporate matters.



For
the year ended March 31, 2023, professional and consulting fees totaled $1,251,474. This consisted of $825,866 paid to consultants for
business strategies, financial and administrative services, legal fees of $250,523 paid to legal practitioners for various corporate matters,
and $175,085 for accounting services and audit fees.



The
professional and consulting fees for the period increased from the preceding period due to the Business Combination.



Other gains and
losses



For
the 3-month period ended September 30, 2023, and 2022, the Company incurred/(received) interest of $27,906 and ($854), respectively and
had a foreign exchange loss of $113,997 and loss of $1,570, respectively.



For
the 6-month period ended September 30, 2023, and 2022, the Company incurred/(received) interest of $27,423 and ($1,005), respectively
and had a foreign exchange loss of $115,434 and $2,890, respectively.





7







For the years ended March 31, 2023 and 2022, the
Company earned interest income of $1,553 and $0, respectively, and had a foreign exchange gain of $26,890 and loss of $2,278, respectively.



Liquidity and Capital
Resources



Since
incorporation, the operations have been financed from investment by our parent, Psyence Group Inc. and a loan advance based off the Company’s
eligibility to receive a rebate from the Australian Tax Office. Our main use for liquidity is funding scientific research, clinical studies,
salaries and professional and consulting fees. Our ability to fund operations and to make planned cash flows are subject to prevailing
economic conditions, regulatory and financial, business, and other factors, some of which are beyond the Company’s control.



As
of September 30, 2023, we had a cash balance of $605,480 and negative working capital of $982,671. This is as result of the trade payables
relating to the Phase IIb Clinical Study. Working capital represents the excess of current assets over current liabilities. The Company
prioritizes expenditure, both capital and operational, by regularly reviewing its available cash and cash equivalent balances against
the spend required to deliver on its key strategic objectives and milestones.



As
of March 31, 2023, we had a cash balance of including restricted cash of $1,363,900 and negative working capital of $200,545. This is
as result of the trade payables relating to the Phase IIb Clinical Study. Working capital represents the excess of current assets over
current liabilities. The Company prioritizes expenditure, both capital and operational, by regularly reviewing its available cash and
cash equivalent balances against the spend required to deliver on its key strategic objectives and milestones.



The
Company’s current expenditure obligations include commitments for the Phase IIb palliative care clinical trial. The Company expects
to continue funding these projects with available cash and cash equivalents, and therefore, is subject to risks including, but not limited
to, an inability to raise additional funds through the issuance of equity, debt instruments or similar means of financing to support the
Company’s continued development, including operating requirements and to meet its liabilities and commitments at they become due.



The
Company has experienced operating losses and cash outflows from operations since incorporation and by nature of its business, will require
ongoing financing to continue its research and development operations. The Company’s ability to access both public and private capital
is dependent upon, among other things, general and sectoral market conditions and the capital markets generally, market perceptions about
the Company and its business operations, and the trading prices of the Company’s securities from time to time. There can be no assurance
that additional funds can be raised upon terms acceptable to the Company, or at all, as funding for early-stage companies remain challenging
generally.



The
Company’s primary capital needs are funds to advance its research and development activities and for working capital purposes. These
activities include staffing, pre-clinical studies, clinical trials, professional and consulting fees and general and administrative costs.
There are uncertainties regarding the Compay’s ability to continue as a going concern. There is no assurance that additional capital
or other types of financing will be available if needed or that these financings will be on terms at least as favorable for the Company
as those previously obtained, or at all.



Critical Accounting
Policies



The
preparation of financial statements in conformity with IFRS requires management to make certain estimates, judgments and assumptions concerning
the future. Actual results may differ from these estimates. The Company’s management reviews these estimates, judgments, and assumptions
on an ongoing basis, based on experience and other factors, including expectations of future events that are believed to be
reasonable under the circumstances. Revisions to estimates are adjusted prospectively in the period in which the estimates are revised.
The following are deemed to be critical accounting policies as these require a high level of subjectivity and judgement and could have
a material impact on Psyence’s financial statements.



Going concern



Our
audited financial statements included elsewhere in this Report have been prepared on the assumption that the Company will continue as
a going concern, meaning it will continue in operation for the foreseeable future and will be able to realize assets and discharge liabilities
in the ordinary course of operations.





8







Management
routinely plans future activities including forecasting future cash flows and forming judgements collectively with directors of the Company.



Judgement
is required in determining if the Company’s has sufficient cash reserves, together with all other available information, to continue
as a going concern for a period of at least twelve months.



As
of September 30, 2023 the Company has concluded that a material uncertainty exists that casts significant doubt about the Company’s
ability to continue as a going concern.



Quantitative and
Qualitative Disclosures About Financial instruments and financial risk management



In
the normal course of business, the Company is exposed to a variety of financial risks: credit risk, liquidity risk, foreign exchange risk
and interest rate risk. These financial risks are subject to normal credit standards, financial controls, risk management, as well as
monitoring. The Psyence Board has overall responsibility for the establishment and oversight of the Company’s risk management framework.



Credit risk



Credit
risk arises from cash and cash equivalents held with banks. The maximum exposure to credit risk is equal to the carrying value of the
financial assets. The objective of managing counterparty credit risk is to prevent losses on financial assets. The Company minimizes the
credit risk of cash and cash equivalents by depositing with only reputable financial institutions. The Company also assesses the credit
quality of counterparties, taking into account their financial position, past experience and other factors.



Liquidity risk



Liquidity risk is
the risk that the Company will not be able to meet its financial obligations as they fall due.



The Company
manages liquidity risk through an ongoing review of future commitments and cash balances available. Historically, the
Company’s main source of funding has been through investments from its parent. The Company’s access to financing is
always uncertain and there can be no assurance of continued access to significant equity or debt funding on terms satisfactory to
the Company, or at all.



Foreign exchange
risk



Foreign
currency risk is the risk that the fair values of future cash flows of a financial instrument will fluctuate because they are denominated
in currencies that differ from the respective functional currency.



The
Company operates internationally and is exposed to foreign exchange risk from the South African Rand, Great British Pound, Australian
Dollar and United States Dollar. Foreign exchange risk arises from transactions as well as recognized financial assets and liabilities
denominated in foreign currencies.



A
10% adverse change in exchange rate would have resulted in a loss of $110,468 as of September 30, 2023.



Management
mitigates the risk of adverse exchange rate movements by holding funds in Canadian and US dollars.



Interest rate risk



Interest
rate risk is the risk that the fair value of future cash flows of a financial instrument will fluctuate because of changes in market interest
rates. The Company has no significant interest-bearing assets or liabilities and therefore its income and operating cash flows are substantially
independent of changes in market interest rates.





9







Capital management



The
Company’s objectives when managing its capital are to safeguard its ability to continue as a going concern, to meet its capital
expenditures for its continued operations, and to maintain a flexible capital structure which optimizes the cost of capital within a framework
of acceptable risk. The Company manages its capital structure and adjusts it in light of changes in economic conditions and the risk characteristics
of the underlying assets. To maintain or adjust its capital structure, the Company may issue new shares, issue debt, or acquire or dispose
of assets. The Company is not subject to externally imposed capital requirements.



Management
reviews its capital management approach on an ongoing basis. The Company considers its shareholders’ equity balance as capital.



Related Party Transactions



All
related party transactions are measured at the exchange amount, which is the amount of consideration established and agreed to by the
related parties. All amounts either due from or due to related parties other than specifically disclosed are non-interest bearing, unsecured
and have no fixed terms of repayments. The Company incurred the following transactions with related parties during the 6 month period
ended September 30, 2023 and September 30, 2022:



Compensation to key
management personnel



Key
management personnel are those persons having authority and responsibility for planning, directing and controlling the activities of the
Company, directly or indirectly. Key management personnel include the Company’s executive officers and Board of Directors.



|Key Management Personnel |  | September 30, 2023 |         |  | September 30, 2022 | 
|------------------------ |  | ------------------ | ------- |  | ------------------ | 
|Short term benefits      |  |                    | 251,514 |  |                    | 



Short-term benefits consist of consulting fees,
payroll and other benefits paid to key management personnel.



The Company incurred the following transactions
with related parties during the years ended March 31, 2023 and March 31, 2022:



|Key Management Personnel |  | March 31, 2023 |         |  | March 31, 2022 | 
|------------------------ |  | -------------- | ------- |  | -------------- | 
|Short term benefits      |  |                | 593,717 |  |                | 
|Share based compensation |  |                | 174,778 |  |                | 
|Total                    |  |                | 768,495 |  |                | 



Short term benefits consist of consulting fees,
payroll and other benefits paid to key management personnel. Share based compensation is options granted to key management personnel.
Accounts payable included balances for related parties of $74,156 ($17,610 – March 31, 2022 & $22,366 – March
31, 2021).



Off-Balance Sheet
Arrangements



We have no obligations,
assets or liabilities, which would be considered off-balance sheet arrangements as of September 30, 2023. We do not participate in transactions
that create relationships with entities or financial partnerships, often referred to as variable interest entities, which would have been
established for the purpose of facilitating off-balance sheet arrangements. We have not entered into any off-balance sheet financing arrangements,
established any special purpose entities, guaranteed any debt or commitments of other entities, or purchased any non-financial assets.



Contractual obligations



We
do not have any long-term debt, capital lease obligations, operating lease obligations or long-term liabilities.



JOBS Act



On
April 5, 2012, the JOBS Act was signed into law. The JOBS Act contains provisions that, among other things, relax certain reporting requirements
for qualifying public companies. We qualify as an “emerging growth company” and under the JOBS Act are allowed to comply with
new or revised accounting pronouncements based on the effective date for private (not publicly traded) companies. We are electing to delay
the adoption of new or revised accounting standards, and as a result, we may not comply with new or revised accounting standards on the
relevant dates on which adoption of such standards is required for non- emerging growth companies. As such, our financial statements may
not be comparable to companies that comply with public company effective dates.



Additionally,
we are in the process of evaluating the benefits of relying on the other reduced reporting requirements provided by the JOBS Act. Subject
to certain conditions set forth in the JOBS Act, if, as an “emerging growth company,” we choose to rely on such exemptions
we may not be required to, among other things, (i) provide an auditor’s attestation report on our system of internal control over
financial reporting pursuant to Section 404 of the Sarbanes-Oxley Act, (ii) provide all of the compensation disclosure that may be required
of non-emerging growth public companies under the Dodd-Frank Wall Street Reform and Consumer Protection Act, (iii) comply with any requirement
that may be adopted by the PCAOB regarding mandatory audit firm rotation or a supplement to the auditor’s report providing additional
information about the audit and the financial statements (auditor discussion and analysis) and (iv) disclose certain executive compensation
related items such as the correlation between executive compensation and performance and comparisons of executive compensation to median
employee compensation. These exemptions will apply for a period of five years following the completion of our IPO or until we are no longer
an “emerging growth company,” whichever is earlier



10







|ITEM 6. | DIRECTORS, SENIOR MANAGEMENT AND EMPLOYEES
|------- | ------------------------------------------



|A. | Directors and Senior Management
|-- | -------------------------------



Information regarding the directors and executive officers of the
Company after the closing of the Business Combination is included in the Proxy Statement/Prospectus under the section titled “Management
of Pubco Following the Business Combination” and is incorporated herein by reference.



|B. | Compensation
|-- | ------------



Information regarding the compensation of the directors and executive
officers of the Company, is included in the Proxy Statement/Prospectus under the section titled “Executive Compensation of Psyence”
and is incorporated herein by reference. A summary of the Company’s 2023 Incentive Plan, which was approved by the shareholders
of the Company prior to the completion of the Business Combination, is included in the Proxy Statement/Prospectus under the sections titled
 “Management of Pubco Following the Business Combination — Equity Incentive Plan” and “Proposal No. 5
 – The Incentive Plan Proposal” and are incorporated herein by reference.



Indemnification



The Company has entered into indemnification agreements with its directors
and executive officers. Information regarding such indemnification agreements is included in the Proxy Statement/Prospectus under the
section titled “Management of Pubco Following the Business Combination — Limitation on Liability and Indemnification of
Officers and Directors” and is incorporated herein by reference.



|C. | Board Practices
|-- | ---------------



Information regarding the board of directors of the Company subsequent
to the Business Combination is included in the Proxy Statement/Prospectus under the section titled “Management of Pubco Following
the Business Combination” and is incorporated herein by reference.



|D. | Employees
|-- | ---------



Information regarding the employees of the Company is included in
the Proxy Statement/Prospectus under the sections titled “Management of Pubco Following the Business Combination”
and “Information Related to Pubco” and are incorporated herein by reference.



|E. | Share Ownership
|-- | ---------------



Information regarding the ownership of the Company Common Shares by
our directors and executive officers is set forth in Item 7.A of this Report and is incorporated herein by reference.





11







|F. | Disclosure of a Registrant’s Action to Recover Erroneously Awarded
    Compensation
|-- | -----------------------------------------------------------------------------------



Not applicable.



|ITEM 7. | MAJOR SHAREHOLDERS AND RELATED PARTY TRANSACTIONS
|------- | -------------------------------------------------



|A. | Major Shareholders
|-- | ------------------



The following table sets forth information relating to the beneficial
ownership of the Company Common Shares as of the Closing Date by:



| | · | each person, or group of affiliated persons, known by us to beneficially
own more than 5% of outstanding Company Common Shares;
| | - | -------------------------------------------------------------------------------------------------------------------------------



| | · | each of our directors;
| | - | ----------------------



| | · | each of our executive officers; and
| | - | -----------------------------------



| | · | all of our directors and executive officers as a group.
| | - | -------------------------------------------------------



Beneficial ownership is determined according to the rules of the SEC,
which generally provide that a person has beneficial ownership of a security if he, she or it possesses sole or shared voting or investment
power over that security, and includes shares underlying options and warrants that are currently exercisable or exercisable within 60
days. In computing the number of shares beneficially owned by a person or entity and the percentage ownership of that person or entity
in the table below, all shares subject to options or warrants held by such person or entity were deemed outstanding if such securities
are currently exercisable, or exercisable within 60 days of the Closing Date. These shares were not deemed outstanding, however, for
the purpose of computing the percentage ownership of any other person or entity.



The percentage of Company Common Shares beneficially owned is computed
on the basis of 13,390,659 Company Common Shares outstanding on the Closing Date, after giving effect to the Business Combination and
the Financing.



Unless otherwise indicated, we believe that all persons named in the
table below have sole voting and investment power with respect to all Company Common Shares beneficially owned by them. To our knowledge,
no Company Common Shares beneficially owned by any executive officer or director have been pledged as security.





12







|Name of Beneficial Owner(1)                                                  |  | Number of 
Company 
Common 
Shares |           |     | % of Company
Common 
Shares |      
|---------------------------------------------------------------------------- |  | ---------------------------------- | --------- | --- | --------------------------- | -----
|5% Holders                                                                   |  |                                    |           |     |                             |      
|Tabula Rasa Limited﻿(2)                                                      |  |                                    | 4,149,929 |     |                             | 30.99
|Harraden Circle Investors, LP / Harraden Circle Special Opportunities, LP(3) |  |                                    | 1,300,000 |     |                             | 9.71 
|Newcourt SPAC Sponsor LLC                                                    |  |                                    | 2,949,929 | (4) |                             | 21.30
|Psyence Group Inc                                                            |  |                                    | 5,000,000 |     |                             | 37.34
|Directors and Executive Officers                                             |  |                                    |           |     |                             |      
|Dr. Neil Maresky                                                             |  |                                    | -         |     |                             | -    
|Warwick Corden-Lloyd                                                         |  |                                    | -         |     |                             | -    
|Jody Aufrichtig                                                              |  |                                    | -         |     |                             | -    
|Marc Balkin                                                                  |  |                                    | -         |     |                             | -    
|Christopher (Chris) Bull                                                     |  |                                    | -         |     |                             | -    
|Dr. Seth Feuerstein                                                          |  |                                    | -         |     |                             | -    
|All Directors and Executive Officers as a group (six individuals)            |  |                                    | -         |     |                             | -    



* Less than 1%.



Notes:

(1) Unless otherwise noted, the business address of each of those listed
in the table above is 121 Richmond Street West, Penthouse Suite 1300, Toronto, Ontario M5H 2K1.

(2) Consists of (i) 1,300,000 Company Common Shares held by Tabula
Rasa Limited and (ii) 2,389,929 Company Common Shares and 460,000 private placement warrants exercisable into Company Common Shares held
by the Sponsor, of which Tabula Rasa Limited is the sole manager.

(3) Includes (i) 650,000 Company Common Shares held by Harraden Circle
Investors, LP, and (ii) 650,000 Company Common Shares held by Harraden Circle Special Opportunities, LP. The principal business office
of Harraden Circle Investors, LP and Harraden Circle Special Opportunities, LP is located at 299 Park Avenue, 21st Floor, New York,
NY 10171. The Company Common Shares reported herein are directly beneficially owned by Harraden Circle Investors, LP (“Harraden
Fund”). Harraden Circle Investors GP, LP (“Harraden GP”) is the general partner to Harraden Fund, and Harraden
Circle Investors GP, LLC (“Harraden LLC”) is the general partner of Harraden GP. Harraden Circle Investments, LLC
(“Harraden Adviser”) is investment manager to Harraden Fund and other high net worth individuals. Frederick V. Fortmiller,
Jr. is the managing member of each of Harraden LLC and Harraden Adviser. In such capacities, each of Harraden GP, Harraden LLC, Harraden Adviser
and Mr. Fortmiller may be deemed to indirectly beneficially own the Company Common Shares reported herein directly beneficially owned
by Harraden Fund.

(4) Consists of 2,389,929 Company Common Shares and 460,000 private
placement warrants exercisable into Company Common Shares held by the Sponsor. Tabula Rasa Limited, a British Virgin Islands company with
limited liability, is the sole manager of Sponsor. Carl Linde is the director of Fiducia Trustees Limited, the sole corporate director
of Tabula Rasa Limited. Consequently, Mr. Linde is deemed to be the beneficial owner of the shares held by our sponsor and to have voting
and dispositive control over such securities. Mr. Linde disclaims beneficial ownership of any shares other than to the extent he may have
a pecuniary interest therein, directly or indirectly.





13







|B. | Related Party Transactions
|-- | --------------------------



Information regarding certain related party transactions is included
in the Proxy Statement/Prospectus under the section titled “Certain Psyence and Pubco Relationships and Related Person Transactions”
and is incorporated herein by reference.



|C. | Interests of Experts and Counsel
|-- | --------------------------------



Not applicable.



|ITEM 8. | FINANCIAL INFORMATION
|------- | ---------------------



|A. | Consolidated Statements and Other Financial Information
|-- | -------------------------------------------------------



See Item 18 of this Report for consolidated financial statements and
other financial information.



|B. | Significant Changes
|-- | -------------------



A discussion of significant changes since September 30, 2023, is provided
under Item 4 and Item 10 of this Report and is incorporated herein by reference.



|ITEM 9. | THE OFFER AND LISTING
|------- | ---------------------



|A. | Offer and Listing Details
|-- | -------------------------



Nasdaq Listing of Company Common Shares and Company Warrants



The Company Common Shares and the Company Warrants are listed on Nasdaq
under the symbols “PBM” and “PBMWW,” respectively. Holders of the Company Common Shares and Company Warrants
should obtain current market quotations for their securities.



Lock-ups



Information regarding the lock-up restrictions applicable to the Company
Common Shares is included in the Proxy Statement/Prospectus under the section titled “Certain Agreements Related to the Business
Combination” and is incorporated herein by reference.



In addition, pursuant to various agreements entered into in connection
with the Closing, including the Securities Purchase Agreement, the following parties are subject to lock-ups as set forth below:



McDermott Will & Emery LLP (“MWE”), NCAC, J.V.B. Financial
Group, LLC, acting through its Cohen & Company Capital Markets division (“CCM”), Cantor Fitzgerald & Co. (“Cantor”)
and RNA (each, a “Lock-Up Party”) entered into lock-up arrangements which are substantially identical to each other, pursuant
to which the applicable Lock-Up Party agreed not to, during the period (the “Lock-Up Period”) commencing from the Closing
and ending on the earliest of (x) one hundred eighty (180) days after the Closing; provided, however, that in the event that the Investors
delay investment of the Subscription Amounts (as defined in the Securities Purchase Agreement) with respect to the Second Tranche Note
(as defined in the Securities Purchase Agreement) due to the occurrence of an event outlined in Section 2.1(b) of the Securities Purchase
Agreement, such period shall be extended by 60 days or such earlier date as the deficiency is resolved, and (y) subsequent to the Closing,
the date on which Psyence Biomedical consummates a liquidation, merger, share exchange or other similar transaction with an unaffiliated
third party that results in all of Psyence Biomedical’s shareholders having the right to exchange the Company Common Shares for
cash, securities or other property, (i) lend, offer, pledge, hypothecate, encumber, donate, assign, sell, contract to sell, sell any option
or contract to purchase, purchase any option or contract to sell, grant any option, right or warrant to purchase, or otherwise transfer
or dispose of, directly or indirectly, any shares issued or issuable to the applicable Lock-Up Party pursuant to their respective agreements
(“Restricted Securities”), (ii) 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 Restricted Securities, or (iii) publicly disclose the intention to do any of the foregoing,
whether any such transaction described in clauses (i), (ii) or (iii) above is to be settled by delivery of Restricted Securities or other
securities, in cash or otherwise (any of the foregoing described in clauses (i), (ii) or (iii), a “Prohibited Transfer”).
The lock-up provisions provide for certain exemptions for transfers to permitted transferees.





14







Further, pursuant to documents entered into by NCAC upon the initial
public offering of NCAC, certain shares are restricted until: (i) in the case of the founder shares, the earlier of (a) one year after
the Closing and (b) subsequent to the Closing, (x) the date on which Psyence Biomedical completes a liquidation, merger, share exchange,
reorganization or other similar transaction that results in all of Psyence Biomedical’s public shareholders having the right to
exchange their Company Common Shares for cash, securities or other property or (y) if the last reported sale price of the Company Common
Shares equals or exceeds $12.00 per share (as adjusted for share sub-divisions, share capitalizations, reorganizations, recapitalizations
and the like) for any 20 trading days within any 30-trading day period commencing at least 150 days after the Closing, and (ii) in
the case of placement units, placement shares, placement warrants issued in connection with NCAC’s initial public offering, as well
as any Company Common Shares issued upon exercise thereof, 30 days after the Closing.



Warrants



Upon the completion of the Business Combination, there were 13,070,000
Company Warrants outstanding. The Company Warrants, which entitle the holder to purchase one Company Common Share at an exercise price
of $11.50 per share, will become exercisable 30 days after the completion of the Business Combination. The Warrants will expire five
years after the completion of the Business Combination or earlier upon redemption or liquidation in accordance with their terms.



|B. | Plan of Distribution
|-- | --------------------



Not applicable.



|C. | Markets
|-- | -------



The Company Common Shares and Company
Warrants are listed on Nasdaq under the symbols “PBM” and “PBMWW,” respectively. There can be no assurance that
the Company Common Shares and/or Company Warrants will remain listed on Nasdaq.



|D. | Selling Shareholders
|-- | --------------------



Not applicable.



|E. | Dilution
|-- | --------



Not applicable.



|F. | Expenses of the Issue
|-- | ---------------------



Not applicable.



|ITEM 10. | ADDITIONAL INFORMATION
|-------- | ----------------------



|A. | Share Capital
|-- | -------------



The Company’s authorized share capital consists of an unlimited
number of Common Shares, each without par value.



Information regarding the Company’s share capital is included
in the Proxy Statement/Prospectus under the section titled “Description of Pubco Securities” and is incorporated herein
by reference.





15







|B. | Articles of Association and By-Laws
|-- | -----------------------------------



Information regarding certain material
provisions of the Company’s articles of incorporation and amended and restated by-laws is included in the Proxy Statement/Prospectus
under the section titled “Description of Pubco Securities” and is incorporated herein by reference.



|C. | Material Contracts
|-- | ------------------



Material Contracts Relating to the Company’s
Operations



Information pertaining to the Company’s
material contracts is included in the Proxy Statement/Prospectus under the headings “Information about Psyence” and
 “Risk Factors—Risks Relating to Psyence’s Business and Industry,” each of which is incorporated herein
by reference.



Material Contracts Relating to the Business
Combination



Business Combination Agreement



The description of the BCA is included in the
Proxy Statement/Prospectus, in the section titled “The Business Combination Agreement,” and is incorporated herein
by reference.



Related Agreements



The description of the material provisions of
certain additional agreements entered into pursuant to the BCA is included in the Proxy Statement/Prospectus in the section titled “Certain
Agreements Related to the Business Combination,” and is incorporated herein by reference.



Securities Purchase Agreement and Related Agreements



As previously disclosed, on January 15, 2024, Psyence
Biomedical entered into the Securities Purchase Agreement relating to up to four series of senior secured convertible notes, each series
divided equally in principal amount between the Investors (collectively, the “Notes”), obligations under which will be guaranteed
by certain assets of Psyence Biomedical 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 financing provided or to be provided by the Investors.



The two First Tranche Notes, in an aggregate principal
amount of $3,125,000, were delivered by Psyence Biomedical to the Investors, on January 25, 2024, in exchange for an aggregate of $2,500,000
in financing, which occurred substantially concurrently with, and was contingent upon, the consummation of the Business Combination. On
the original issuance date of the First Tranche Notes, interest began accruing at 8.0% per annum based on the outstanding principal amount
of the First Tranche Notes, and is payable monthly in arrears in cash or in Company Common Shares (at the Conversion Price). The initial
Conversion Price of the First Tranche Notes was $10.00; provided, however, that such Conversion Price is subject to certain adjustments
according to the terms and reset dates included in the First Tranche Notes and may be reduced to a Conversion Floor of $1.00, until the
First Reset Date (as such term is defined in the First Tranche Notes), then to $0.50 on the Second Reset Date (as such term is defined
in the First Tranche Notes) and to $0 thereafter.



Two Second Tranche Notes, in an aggregate principal
amount of $3,125,000, will be delivered by Psyence Biomedical to the Investors in exchange for an aggregate of an additional $2,500,000
in financing (the “Second Tranche Financing”), subject to certain conditions. The Investors’ obligation to provide the
Second Tranche Financing is contingent upon the Initial Resale Registration Statement (defined below) having been declared effective by
the SEC. the Investors also are not obligated to provide the Second Tranche Financing, subject to certain cure periods, if (i) the Company
has received a deficiency notice from Nasdaq or any national exchange, (ii) the Company or the Investors are aware of circumstances which
would lead to the issuance of a deficiency notice from Nasdaq or any national exchange, (iii) a stop order or suspension of trading shall
have been imposed by the SEC, Nasdaq or any other governmental or regulatory body with respect to public trading in the Common Shares
of the Company, or (iv) the Company has not filed all required reports under section 13 or 15(d) of the Exchange Act, as applicable, and
submitted electronically every interactive data file during the prior 12 months (or for such shorter period that the Company was required
to file such reports). If these conditions have been satisfied, the Second Tranche Financing will be funded, in full, unless two times
the median of Daily Value Traded of the Company Common Shares traded, during the immediately preceding 30 trading days, is less than $2,500,000,
where “Daily Value Traded” means, for any date, the volume weighted average price of the Company Common Shares multiplied
by the number of Company Common Shares traded (the “Market Value Traded”). In such case, the Investors are required to invest
an amount equal to the Market Value Traded as of the Second Tranche Closing and 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, the Investors 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.





16







Providing any financing with respect to the Third
Tranche Notes and the Fourth Tranche Notes is at the sole discretion of the Investors. With respect to any financing relating to the Third
Tranche Notes, the Investors may issue a commitment letter to Psyence Biomedical on or before the 30th day following the last
funding of the Second Tranche Financing, assuming that the Second Tranche Financing has been provided. With respect to the Fourth Tranche
Notes, the Investors may issue a commitment letter to Psyence Biomedical on or before the 90th day after the last funding of
the Second Tranche Financing, assuming that the Second Tranche Financing is provided. The Third Tranche Notes would be in an aggregate
principal amount of $3,125,000 and would be delivered in exchange for an additional $2,500,000 in financing. This would be the same for
the Fourth Tranche Notes. Additionally, in consideration of the willingness of the Investors to enter into the transactions that are the
subject of the Securities Purchase Agreement and the Notes, including providing the financing, Psyence Biomedical agreed that it or certain
of its shareholders would pay the Investors a structuring fee by delivering to the Investors an aggregate of 3,000,000 Company Common
Shares (the “Structuring Shares”). At the initial closing of the financing under the terms of the Securities Purchase Agreement,
and concurrent with the closing of the Business Combination, 1,300,000 of the Structuring Shares were delivered to the Investors. The
remaining 1,700,000 are subject the terms of Call Option Agreements, by and among the Investors and certain members of the Sponsor, pursuant
to which such Company Common Shares are deliverable to the Investors no later than two business days after requested by the Investors;
provided that no amounts shall be requested at any time that the Investors own in excess of 9.9% of the Company .



In order to secure the repayment of the Notes by
Psyence Biomedical and Psyence II, pursuant to the terms and conditions of a General Security Agreement, dated January 25, 2024 (the “Security
Agreement”), each agreed to grant to the Investors a security interest, subject to certain exceptions, in all of the Collateral
(as such term is defined in the Security Agreement) in each of their possessions, including a pledge of all equity securities owned by
either of them, provided that no Company Common Shares are pledged equity securities.



Pursuant to a Guaranty, dated January 25, 2024.
Psyence II also agreed to guaranty all of Psyence Biomedical’s obligations to the Investors under the Notes including, without limitation,
payment of all installments of principal and interest thereunder.



In connection with the foregoing, on January 25,
2024, Psyence Biomedical and the Investors entered into a registration rights agreement (the “Registration Rights Agreement”),
pursuant to which Psyence Biomedical has agreed to file a registration statement covering the resale of the Company Common Shares issuable
upon conversion of the First Tranche Notes (the “Initial Resale Registration Statement”) and any additional registration statements
required to be filed to register the resale of the Company Common Shares issuable upon any of the other Notes, as applicable, and to use
its best efforts to have the Initial Resale Registration Statement and such registration statement(s), as applicable, declared effective
by the SEC as soon as practicable, but in no event later than the applicable Effectiveness Deadline (as defined in the Registration Rights
Agreement for such applicable registration statement). The Registration Rights Agreement contains certain penalty provisions, subject
to certain conditions and cure periods, for the Company failing to (i) file a registration statement by certain deadlines set forth in
the Registration Rights Agreement, (ii) cause a registration statement to be declared effective by certain deadlines set forth in the
Registration Rights Agreement, (iii) maintain certain circumstances and conditions allowing the resale of certain securities or (iv)
satisfy the requirements of Rule 144(c)(1) under the Exchange Act if a registration statement is not effective. The Registration Rights
Agreement also provides the Investors with customary piggyback registration rights under certain circumstances.



In connection with the foregoing, on January 25,
2024, NCAC and Psyence Biomedical entered into a lock-up agreement with certain shareholders of Psyence Biomedical, pursuant to which
such shareholders agreed not to, during the period (the “Lock-Up Period”) commencing from the Closing and ending on the earliest
of (x) one hundred eighty (180) days after the Closing; provided, however, that in the event that the Investors delay investment of the
Subscription Amounts (as defined in the Securities Purchase Agreement) with respect to the Second Tranche Note (as defined in the Securities
Purchase Agreement) due to the occurrence of an event outlined in Section 2.1(b) of the Securities Purchase Agreement, such period shall
be extended by 60 days or such earlier date as the deficiency is resolved, and (y) subsequent to the Closing, the date on which Psyence
Biomedical consummates a liquidation, merger, share exchange or other similar transaction with an unaffiliated third party that results
in all of Psyence Biomedical’s shareholders having the right to exchange the Company Common Shares for cash, securities or other
property, (i) lend, offer, pledge, hypothecate, encumber, donate, assign, sell, contract to sell, sell any option or contract to purchase,
purchase any option or contract to sell, grant any option, right or warrant to purchase, or otherwise transfer or dispose of, directly
or indirectly, any shares issued or issuable to the applicable shareholder pursuant to their respective agreements (“Restricted
Securities”), (ii) 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 Restricted Securities, or (iii) publicly disclose the intention to do any of the foregoing, whether any
such transaction described in clauses (i), (ii) or (iii) above is to be settled by delivery of Restricted Securities or other securities,
in cash or otherwise (any of the foregoing described in clauses (i), (ii) or (iii), a “Prohibited Transfer”). The lock-up
provisions provide for certain exemptions for transfers to permitted transferees.





17







The foregoing description of the Securities Purchase
Agreement, the Guaranty, the Registration Rights Agreement, the General Security Agreement, the Lock-Up Agreement and the Note are qualified
in their entirety by the full text of such agreements (or their forms), which are filed as Exhibit 4.3, Exhibit 4.4, Exhibit 4.15, Exhibit
4.16, Exhibit 4.17 and Exhibit 4.18 hereto, respectively and are incorporated herein by reference.



Closing Fee Agreements



Amendment to CCM Engagement
Letter



On January 25, 2024, NCAC
and CCM, entered into an amendment (the “CCM Amendment”) to that certain Engagement Letter dated as of February 9, 2023, by
and among NCAC and CCM (the “Initial Engagement Letter”). Pursuant to the CCM Amendment, NCAC agreed to pay CCM a revised
transaction fee, in lieu of (i) the $982,500 owed to CCM as deferred underwriting commission and (ii) fees outstanding under the Initial
Engagement Letter, in connection with the Business Combination in an amount equal to 150,000 Company Common Shares (the “CCM Fee
Shares”), plus reimbursable expenses incurred as of the Closing Date in the amount of approximately $12,901, which was paid from
NCAC’s trust account at the Closing of the Business Combination.



In
addition to the obligation to deliver the CCM Fee Shares to CCM, the terms of the CCM Amendment also include registration rights obligations
on the part of the Company, which include obligations to use reasonable best efforts to file a resale registration statement covering
the CCM Fee Shares and to maintain the effectiveness thereof while CCM continues to hold the CCM Fee Shares, in accordance with the terms
of the CCM Amendment.



The foregoing description
of the CCM Amendment is qualified in its entirety by the full text of the CCM Amendment, which is filed as Exhibit 4.12 hereto and is
incorporated herein by reference.



Modified Cantor Deferred
Underwriting Fee Payment Obligations



As
previously disclosed, pursuant to the Underwriting Agreement, dated as of October 19, 2021 (as amended or modified, the “Underwriting
Agreement”), entered into in connection with NCAC’s initial public offering, NCAC previously agreed to pay to Cantor, in
Cantor’s capacity as representative of the underwriters, deferred underwriting commissions in an aggregate amount of $5,567,500
(reflecting Cantor’s portion of the $6,550,000 deferred underwriting commission, after giving effect to the waiver of 50% of the
original $13,100,000 deferred underwriting fee) (the “Cantor Deferred Fee”).



On
January 25, 2024, NCAC and Cantor, in consideration of redemption levels by NCAC public shareholders, among other factors, entered into
a fee modification agreement (the “Cantor Fee Modification Agreement”), pursuant to which, among other things, Cantor agreed
to accept, in lieu of payment of the Cantor Deferred Fee in cash at the Closing, an aggregate of 150,000 shares (the “Cantor Fee
Shares”), payable and delivered, at Closing.



In
addition to the Company’s obligation to deliver the Cantor Fee Shares to Cantor, free and clear of specified restrictions, the
terms of the Cantor Fee Modification Agreement also include registration rights obligations on the part of the Company, which include
obligations to use commercially reasonable efforts to file a resale registration statement covering the Cantor Fee Shares and to maintain
the effectiveness thereof while Cantor continues to hold the Cantor Fee Shares, in each case in accordance with the terms of the Cantor
Fee Modification Agreement. The Cantor Fee Modification Agreement also includes a penalty provision that will require the Company
to deliver to Cantor $5,567,500 in cash in the event that Cantor is unable to timely sell or transfer Cantor Fee Shares or the shares
and warrants purchased in the private placement by Cantor in connection with NCAC’s initial public offering, due to continuing
restrictions thereunder resulting from a failure by the Company to satisfy certain post-closing registration-related covenants and agreements
in accordance with terms of the Cantor Fee Modification Agreement, following notice and reasonable opportunity to cure on the part of
the Company.





The
foregoing description of the Cantor Fee Modification Agreement is qualified in its entirety by the full text of the Cantor Fee Modification
Agreement, which is filed as Exhibit 4.13 hereto and is incorporated herein by reference.







18







MWE Fee Agreement



On
January 25, 2024, NCAC and MWE entered into an agreement (the “MWE Fee Agreement”). Pursuant to the MWE Fee Agreement, NCAC
agreed to pay MWE a fee (the “MWE Amended Fee”) for the legal services provided by MWE to NCAC, in lieu of outstanding legal
fees due to MWE. The MWE Fee Agreement provides that the MWE Amended Fee will be comprised of (i) US$100,000 due upon the Closing, (ii)
an additional US$100,000, payable on or prior to the 90th day after the Closing and (iii) 125,000
Company Common Shares (the “MWE Fee Shares”), payable and delivered, at Closing.



In
addition to the obligation to deliver the MWE Amended Fee, the terms of the MWE Fee Agreement also include registration rights obligations
on the part of the Company, which include obligations to use commercially reasonable efforts to file a resale registration statement
covering the MWE Fee Shares and to maintain the effectiveness thereof while MWE continues to hold the MWE Fee Shares, in accordance with
the terms of the MWE Fee Agreement.



Amendments to RNA Engagement
Letter



On January 25, 2024, NCAC
and RNA Advisors, LLC, entered into an amendment (the “RNA Amendment”) to that certain Engagement Letter dated as of February
2, 2023, by and among NCAC and RNA. Pursuant to the RNA Amendment, NCAC agreed to pay RNA a revised transaction fee (the “RNA Amended
Fee”) in connection with the Business Combination to be comprised of (i) US$25,000 due upon the Closing, (ii) an additional US$25,000,
payable on or prior to the 90th day after the Closing and (iii) 21,000 Company Common
Shares (the “RNA Fee Shares”), payable and delivered, at Closing.



In
addition to the obligation to deliver theRNA Amended Fee, the terms of theRNA Amendment
also include registration rights obligations on the part of the Company, which include obligations to use reasonable best efforts to
file a resale registration statement covering theRNA Fee Shares and to maintain the effectiveness
thereof whileRNA continues to hold theRNA Fee
Shares, in accordance with the terms of the RNAAmendment.



Amendments to Maxim Engagement
Letter



On
January 25, 2024, NCAC and Maxim Group LLC (“Maxim”), entered into an amendment (the “Maxim Amendment”) to that
certain Engagement Letter dated as of April 28, 2023, by and among Psyence Group, Inc. and Maxim. Pursuant to the Maxim Amendment, Psyence
Group, Inc. agreed to pay Maxim a revised transaction fee in connection with the Business Combination in an amount equal to 150,000 Company
Common Shares (the “Maxim Fee Shares”).



In
addition to the obligation to deliver theMaxim Fee Shares toMaxim,
the terms of theMaxim Amendment also include registration rights obligations on the part
of the Company, which include obligations to use reasonable best efforts to file a resale registration statement covering the Maxim Fee
Shares and to maintain the effectiveness thereof while Maxim continues to hold theMaxim Fee
Shares, in accordance with the terms of theMaxim Amendment.



The
foregoing description of the Maxim Amendment is qualified in its entirety by the full text of the Maxim Amendment, which is filed as Exhibit
4.14 hereto and is incorporated herein by reference.





19







|D. | Exchange Controls and Other Limitations Affecting
    Security Holders
|-- | ----------------------------------------------------------------------



Limitations on the ability to acquire and hold
shares of the Company may be imposed by the Competition Act (Canada) (the “Competition Act”). This legislation permits the
Commissioner of Competition to review any acquisition of a significant interest in us. This legislation grants the Commissioner jurisdiction,
for up to three years, to challenge this type of acquisition before the Competition Tribunal if the Commissioner believes that it would,
or would be likely to, result in a substantial lessening or prevention of competition in any market in Canada.



|E. | Taxation
|-- | --------



Information regarding certain tax consequences of owning and disposing
of the Company Common Shares and Company Warrants is included in the Proxy Statement/Prospectus under the section titled “Material
U.S. Federal Income Tax Considerations” and “Material Cayman Islands Tax Considerations” and is incorporated
herein by reference.



|F. | Dividends and Paying Agents
|-- | ---------------------------



The Company has not paid any dividends to its shareholders. Following
the completion of the Business Combination, the Company’s board of directors will consider whether or not to institute a dividend
policy. The determination to pay dividends will depend on many factors, including, among others, the Company’s financial condition,
current and anticipated cash requirements, contractual restrictions and financing agreement covenants, solvency tests imposed by applicable
corporate law and other factors that the Company’s board of directors may deem relevant.



|G. | Statement by Experts
|-- | --------------------



The financial statements of Newcourt Acquisition Corp as of December
31, 2022 and 2021 and for the year ended December 31, 2022 and for the period February 25, 2021 through December 31, 2021 appearing in
the Proxy Statement/Prospectus were so included in reliance upon the report (which contains an explanatory paragraph relating to Newcourt
Acquisition Corp’s ability to continue as a going concern as described in Note 1 to the financial statements) of Citrin Cooperman
 & Company, LLP, an independent registered public accounting firm, upon the authority of said firm as experts in accounting and auditing.



The carve-out consolidated financial statements of Psyence Biomed Corp.
as of March 31, 2023, 2022 and 2021 and for each of the years in the two-year period ended March 31, 2023 included in the Proxy Statement/Prospectus
have been audited by MNP LLP, independent registered public accounting firm, as set forth in their report thereon, appearing therein,
and were included in reliance upon such report given on the authority of such firm as experts in accounting and auditing. The consolidated
financial statements of Psyence Biomed Corp. as of March 31, 2023, 2022 and 2021 and for each of the years in the two-year period ended
March 31, 2023, included in the Proxy Statement/Prospectus, have been audited by MNP LLP, independent registered public accounting firm,
as stated in their report appearing therein. Such consolidated financial statements were included in reliance upon the report of such
firm given their authority as experts in accounting and auditing.



|H. | Documents on Display
|-- | --------------------



We are subject to the informational requirements of the Exchange Act.
Accordingly, we are required to file reports and other information with the SEC, including annual reports on Form 20-F and reports on
Form 6-K. The SEC maintains an Internet site at www.sec.gov that contains reports, proxy and information statements and other
information we have filed electronically with the SEC. As a foreign private issuer, we are exempt under the Exchange Act from, among
other things, the rules prescribing the furnishing and content of proxy statements, and our executive officers, directors and principal
shareholders are exempt from the reporting and short-swing profit recovery provisions contained in Section 16 of the Exchange Act. In
addition, we are not required under the Exchange Act to file periodic reports and financial statements with the SEC as frequently or
as promptly as U.S. companies whose securities are registered under the Exchange Act.





20







We also make available on our website, free of charge, our annual reports
and the text of our reports on Form 6-K, including any amendments to these reports, as well as certain other SEC filings, as soon as reasonably
practicable after they are electronically filed with or furnished to the SEC. Our website address is www.psyence.com. The reference
to our website is an inactive textual reference only, and information contained therein or connected thereto is not incorporated into
this Report.



|I. | Subsidiary Information
|-- | ----------------------



Not applicable.



|J. | Annual Report
                                            to Security Holders.
|-- | ------------------------------------------------------------------------------



Not applicable.



|ITEM 11. | QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISKS
|-------- | -----------------------------------------------------------



The information set forth under Item 5 above is incorporated into herein
by reference.



|ITEM 12. | DESCRIPTION OF SECURITIES OTHER THAN EQUITY SECURITIES
|-------- | ------------------------------------------------------



Information pertaining to the Company Warrants is described in the
Proxy Statement/Prospectus under the section titled “Description of Pubco Securities—Warrants” and is incorporated
herein by reference.



The information pertaining to the Notes and set forth in Item 10 herein
under the section titled “Material Contracts—Securities Purchase Agreement” is incorporated herein by reference.



PART II

Not applicable.





21







PART III



|ITEM 17. | FINANCIAL STATEMENTS
|-------- | --------------------



See Item 18.



|ITEM 18. | FINANCIAL STATEMENTS
|-------- | --------------------



The audited financial statements for NCAC are contained on pages F-2
to F-23 of the Proxy Statement/Prospectus and are incorporated herein by reference.



The unaudited financial statements of NCAC as of and for the three
and nine months ended September 30, 2023 are contained on pages F-2 through F-20 hereto and are incorporated herein by reference.



The audited carve-out consolidated financial statements for Psyence
Biomedical are contained on pages F-64 to F-80 of the Proxy Statement/Prospectus and are incorporated herein by reference.



The unaudited financial statements of Psyence Biomedical as of and
for the six months ended September 30, 2023 are contained on pages F-21 through F-34 hereto and are incorporated herein by reference.



The unaudited pro forma condensed combined financial information of
Psyence Biomedical is filed as Exhibit 15.1 hereto and incorporated herein by reference.





22







|ITEM 19. | EXHIBITS
|-------- | --------



|                   |  |                                                                                                                                                                                                                                                    
|------------------ |  | ---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|Exhibit
    Number |  | Description                                                                                                                                                                                                                                        
|                   | 
|1.1                |  | Certificate of Incorporation of Psyence Biomedical
    Ltd. (incorporated by reference to Exhibit 3.2 to the Company’s Registration Statement on Form F-4 (File No. 333-273553) filed
    with the SEC on November 13, 2023).                      
|1.2                |  | Amended and Restated Bylaws of Psyence Biomedical
    Ltd. (incorporated by reference to Exhibit 3.3 to the Company’s Registration Statement on Form F-4 (File No. 333-273553) filed
    with the SEC on November 13, 2023).                       
|2.1                |  | Specimen Share Certificate of Psyence Biomedical Ltd.
    (incorporated by reference to Exhibit 3.4 to the Company’s Registration Statement on Form F-4 (File No. 333-268525) (File No.
    333-273553) filed with the SEC on November 13, 2023).  
|2.2                |  | Specimen Warrant Certificate of Psyence Biomedical
    Ltd. (incorporated by reference to Exhibit 4.1 to the Company’s Registration Statement on Form F-4 (File No. 333-268525) (File
    No. 333-273553) filed with the SEC on November 13, 2023).





23







|4.1#   |  | Amended and Restated Business Combination Agreement,
    dated as of July 31, 2023, by and among Newcourt Acquisition Corp, Newcourt SPAC Sponsor LLC, Psyence Group Inc., Psyence Biomedical
    Ltd., Psyence (Cayman) Merger Sub, Psyence Biomed Corp. and Psyence Biomed II Corp. (incorporated by reference to Exhibit 2.2 to
    the Company’s Registration Statement on Form F-4 (File No. 333-273553) filed with the SEC on November 13, 2023).                              
|------ |  | -------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|4.2    |  | First Amendment to the Amended and Restated Business
    Combination Agreement, dated as of November 9, 2023, by and among Newcourt Acquisition Corp, Newcourt SPAC Sponsor LLC, Psyence Group
    Inc., Psyence Biomedical Ltd., Psyence (Cayman) Merger Sub, Psyence Biomed Corp. and Psyence Biomed II Corp. (incorporated by reference
    to Exhibit 2.3 to the Company’s Registration Statement on Form F-4 (File No. 333-273553) filed with the SEC on November 13,
    2023).
|4.3    |  | Securities Purchase Agreement, dated as of January 15, 2024, by and among Psyence
Biomedical Ltd., Psyence Biomed II Corp.and the investors party thereto (incorporated by reference
to Exhibit 10.1 to Newcourt Acquisition Corp’s Form 8-K (File No. 001-40929) filed with the SEC on January 16, 2024).                                                                                                                                                                           
|4.4*   |  | Form of Guaranty.                                                                                                                                                                                                                                                                                                                                                                                                                                                                    
|4.5    |  | Form of Lock-Up Agreement (incorporated by reference
    to Exhibit 10.2 to the Company’s Registration Statement on Form F-4 (File No. 333-273553) filed with the SEC on November 13,
    2023).                                                                                                                                                                                                                                                                                     
|4.6    |  | Sponsor Support Agreement (incorporated by reference
    to Exhibit 10.3 to the Company’s Registration Statement on Form F-4 (File No. 333-273553) filed with the SEC on November 13,
    2023).                                                                                                                                                                                                                                                                                     
|4.7    |  | Parent Support Agreement (incorporated by reference
    to Exhibit 10.4 to the Company’s Registration Statement on Form F-4 (File No. 333-273553) filed with the SEC on November 13,
    2023).                                                                                                                                                                                                                                                                                      
|4.8*   |  | Psyence Biomedical Ltd. 2023 Equity Incentive Plan.                                                                                                                                                                                                                                                                                                                                                                                                                                  
|4.9*   |  | Form of Director and Officer Indemnification Agreement.                                                                                                                                                                                                                                                                                                                                                                                                                              
|4.10## |  | Research IP Agreement, by and between Psyence and
    Filament (incorporated by reference to Exhibit 10.5 to the Company’s Registration Statement on Form F-4 (File No. 333-273553)
    filed with the SEC on November 13, 2023).                                                                                                                                                                                                                                                    
|4.11## |  | Commercial IP Term Sheet, by and between Psyence and
    Filament (incorporated by reference to Exhibit 10.6 to the Company’s Registration Statement on Form F-4 (File No. 333-273553)
    filed with the SEC on November 13, 2023).                                                                                                                                                                                                                                                 
|4.12*  |  | Amendment to Engagement Letter, dated as of January
    25, 2024, by and between J.V.B. Financial Group, LLC, acting through its Cohen & Company Capital Markets division and Newcourt
    Acquisition Corp.                                                                                                                                                                                                                                                                         
|4.13*  |  | Fee Modification Agreement,dated as of January 25, 2024, by and between Cantor Fitzgerald & Co. and Newcourt Acquisition
    Corp.                                                                                                                                                                                                                                                                                                                                                   
|4.14*  |  | Amendment to Engagement Letter, dated as of January
    25, 2024, by and between Maxim Group LLC and Psyence Group Inc.                                                                                                                                                                                                                                                                                                                                                              
|4.15*# |  | Form of Registration Rights Agreement, dated as of January 25, 2024, by and among Psyence Biomedical
Ltd. and the investors party thereto.                                                                                                                                                                                                                                                                                                                                           
|4.16*  |  | Form of General Security Agreement, executed by
    Psyence Biomedical Ltd. and Psyence Biomed II Corp.                                                                                                                                                                                                                                                                                                                                                                              
|4.17*  |  | Form of Lock-Up Agreement, dated as of January 25,
    2024, by and among Psyence Biomedical, Newcourt Acquisition Corp. and the other parties thereto.                                                                                                                                                                                                                                                                                                                              
|4.18*  |  | Form of Senior Secured Convertible Note, dated as of January 25, 2024,
issued by Psyence Biomedical Ltd. to the Investors.                                                                                                                                                                                                                                                                                                                                                           
|15.1*  |  | Unaudited Pro Forma Condensed Combined Financial Statements
    of Psyence Biomedical Ltd. and Newcourt Acquisition Corp.                                                                                                                                                                                                                                                                                                                                                            
|15.2*  |  | Consent of MNP LLP, independent registered accounting
    firm for Psyence Biomedical Ltd.                                                                                                                                                                                                                                                                                                                                                                                           



|*  | Filed herewith.                                                                                                                                                          
|-- | -------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|#  | Certain schedules, annexes and exhibits have been omitted pursuant to Item
    601(b)(2) of Regulation S-K, but will be furnished supplementally to the SEC upon request.
|## | Portions of this exhibit have been omitted pursuant to Item 601(b)(10)(iv)
    of Regulation S-K.                                                                        





24







SIGNATURE



The registrant hereby certifies that it meets all of the requirements
for filing on Form 20-F and that it has duly caused and authorized the undersigned to sign this report on its behalf.



|Dated: January 31, 2024 | PSYENCE BIOMEDICAL LTD.
|----------------------- | -----------------------
|                        |                        
|                        | By:                    
|                        | Name:                  
|                        | Title:                 





25







INDEX TO FINANCIAL STATEMENTS



Interim Unaudited Financial Statements for Newcourt Acquisition
Corp for the Three and Nine Months Ended September 30, 2023:



|                                                                                                                          |  | Page         
|------------------------------------------------------------------------------------------------------------------------- |  | -------------
|Condensed Balance Sheets as of September 30, 2023 (Unaudited) and December 31, 2022                                       |  | F-2          
|Unaudited Condensed Statements of Operations for the three and nine months ended September 30, 2023 and 2022              |  | F-3          
|Unaudited Condensed Statements of Changes in Shareholders’ Deficit for the three months ended September 30, 2023 and 2022 |  | F-4          
|Unaudited Condensed Statements of Cash Flows for the nine months ended September 30, 2023 and 2022                        |  | F-5          
|Notes to Unaudited Condensed Financial Statements                                                                         |  | F-6
    -F-20





Carve-Out Unaudited Condensed Consolidated
Interim Financial Statements for Psyence Biomed Corp. for the Three and Six Months Ended September 30, 2023:



|                                                                                                                                                                     |  | Page(s)        
|-------------------------------------------------------------------------------------------------------------------------------------------------------------------- |  | ---------------
|Management’s Responsibility for Financial Reporting                                                                                                                  |  | F-22           
|Carved-Out Condensed Consolidated Interim Statements of Financial Position as at September 30, 2023 and March 31, 2023                                               |  | F-23           
|Carved-Out Condensed Consolidated Interim Statements of Net Loss and Comprehensive Loss for the three and six months ended September 30, 2023 and September 30, 2022 |  | F-24           
|Carved-Out Consolidated Statements of Changes in Net Parent Investment for the periods ended September 30, 2023 and September 30, 2022                               |  | F-25           
|Carved-Out Consolidated Statements of Cash Flows for the six month period ended September 30, 2023 and September 30, 2022                                            |  | F-26           
|Notes to the Carve-Out Consolidated Interim Financial Statements                                                                                                     |  | F-27
    - F-34





F-1









NEWCOURT ACQUISITION CORP

CONDENSED BALANCE SHEETS



|                                                                                                                                                                                                                                          |  | September 30, 2023 |             |   | December 31, 2022 |  
|----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------- |  | ------------------ | ----------- | - | ----------------- | -
|                                                                                                                                                                                                                                          |  | (Unaudited)        |             |   |                   |  
|CURRENT ASSETS                                                                                                                                                                                                                            |  |                    |             |   |                   |  
|Cash                                                                                                                                                                                                                                      |  | $                  | 88,174      |   |                   | $
|Prepaid expenses                                                                                                                                                                                                                          |  |                    | 20,683      |   |                   |  
|Interest income receivable                                                                                                                                                                                                                |  |                    | 53,659      |   |                   |  
|Total current assets                                                                                                                                                                                                                      |  |                    | 162,516     |   |                   |  
|                                                                                                                                                                                                                                          |  |                    |             |   |                   |  
|LONG TERM ASSETS                                                                                                                                                                                                                          |  |                    |             |   |                   |  
|Investments held in Trust Account                                                                                                                                                                                                         |  |                    | 12,518,199  |   |                   |  
|TOTAL ASSETS                                                                                                                                                                                                                              |  | $                  | 12,680,715  |   |                   | $
|                                                                                                                                                                                                                                          |  |                    |             |   |                   |  
|LIABILITIES, REDEEMABLE ORDINARY SHARES AND SHAREHOLDERS’ DEFICIT                                                                                                                                                                         |  |                    |             |   |                   |  
|                                                                                                                                                                                                                                          |  |                    |             |   |                   |  
|CURRENT LIABILITIES                                                                                                                                                                                                                       |  |                    |             |   |                   |  
|Accounts payable and accrued expenses                                                                                                                                                                                                     |  | $                  | 1,007,704   |   |                   | $
|Deferred underwriting fee payable                                                                                                                                                                                                         |  |                    | 13,100,000  |   |                   |  
|Due to affiliate                                                                                                                                                                                                                          |  |                    | 70,000      |   |                   |  
|Advances from Sponsor                                                                                                                                                                                                                     |  |                    | 1,607,770   |   |                   |  
|Derivative warrant liabilities                                                                                                                                                                                                            |  |                    | 392,100     |   |                   |  
|Total current liabilities                                                                                                                                                                                                                 |  |                    | 16,177,574  |   |                   |  
|                                                                                                                                                                                                                                          |  |                    |             |   |                   |  
|COMMITMENTS AND CONTINGENCIES (Note 6)                                                                                                                                                                                                    |  |                    |             |   |                   |  
|REDEEMABLE ORDINARY SHARES                                                                                                                                                                                                                |  |                    |             |   |                   |  
|Class A ordinary shares subject to possible redemption, $0.0001 par value, 1,113,021 and 25,000,000 shares at redemption value of $11.30 and $10.34 per share on September 30, 2023 and December 31, 2022                                 |  |                    | 12,571,858  |   |                   |  
|SHAREHOLDERS’ DEFICIT                                                                                                                                                                                                                     |  |                    |             |   |                   |  
|Preference shares, $0.0001 par value; 1,000,000 shares authorized; none issued and outstanding at September 30, 2023 and December 31, 2022                                                                                                |  |                    | —           |   |                   |  
|Class A ordinary shares; $0.0001 par value; 100,000,000 shares authorized; 1,140,000 shares issued and outstanding (excluding 1,113,021 and 25,000,000 shares subject to possible redemption at September 30, 2023 and December 31, 2022) |  |                    | 114         |   |                   |  
|Class B ordinary shares; $0.0001 par value; 10,000,000 shares authorized; 6,535,000 shares issued and outstanding at September 30, 2023 and December 31, 2022                                                                             |  |                    | 654         |   |                   |  
|Additional paid-in capital                                                                                                                                                                                                                |  |                    | —           |   |                   |  
|Accumulated deficit                                                                                                                                                                                                                       |  |                    | (16,069,485 | ) |                   |  
|TOTAL SHAREHOLDERS’ DEFICIT                                                                                                                                                                                                               |  |                    | (16,068,717 | ) |                   |  
|TOTAL LIABILITIES, REDEEMABLE ORDINARY SHARES AND SHAREHOLDERS’ DEFICIT                                                                                                                                                                   |  | $                  | 12,680,715  |   |                   | $



Theaccompanying notes are an integral part of these unaudited condensed financial statements.



F-2







NEWCOURT ACQUISITION CORP

CONDENSED STATEMENTS OF OPERATIONS

(UNAUDITED)



|                                                               |  | For the Three Months Ended |           |   | For the Nine Months Ended |  
|-------------------------------------------------------------- |  | -------------------------- | --------- | - | ------------------------- | -
|                                                               |  | September 30,              |           |   | September 30,             |  
|                                                               |  | 2023                       |           |   | 2022                      |  
|OPERATING EXPENSES                                             |  |                            |           |   |                           |  
|General and administrative                                     |  | $                          | 557,054   |   |                           | $
|Total operating expenses                                       |  |                            | 557,054   |   |                           |  
|OTHER INCOME                                                   |  |                            |           |   |                           |  
|Interest income on investments held in Trust Account           |  |                            | 170,688   |   |                           |  
|Change in fair value of warrants                               |  |                            | (261,400  | ) |                           |  
|Total other income (loss)                                      |  |                            | (90,712   | ) |                           |  
|                                                               |  |                            |           |   |                           |  
|NET (LOSS) INCOME                                              |  | $                          | (647,766  | ) |                           | $
|                                                               |  |                            |           |   |                           |  
|Weighted average shares outstanding of Class A ordinary shares |  |                            | 1,159,593 |   |                           |  
|Basic and diluted net (loss) income per share, Class A         |  | $                          | 0.15      |   |                           | $
|Weighted average shares outstanding of Class B ordinary shares |  |                            | 6,535,000 |   |                           |  
|Basic and diluted net (loss) income per share, Class B         |  | $                          | (0.08     | ) |                           | $



The accompanying notes
are an integral part of these unaudited condensed financial statements.



F-3







NEWCOURT ACQUISITION CORP

CONDENSED STATEMENTS OF CHANGES IN SHAREHOLDERS’
DEFICIT

(UNAUDITED)



FOR THE THREE AND NINE MONTHS
ENDED SEPTEMBER 30, 2023



|                                                         |  | Ordinary shares |           |  | Additional |   |     |         |  |  | Total       | 
|-------------------------------------------------------- |  | --------------- | --------- |  | ---------- | - | --- | ------- |  |  | ----------- | 
|                                                         |  | Class A         |           |  | Class B    |   |     | Paid-in |  |  | Accumulated | 
|                                                         |  | Shares          |           |  | Amount     |   |     | Shares  |  |  | Amount      | 
|Balance, December 31, 2022                               |  |                 | 1,140,000 |  |            | $ | 114 |         |  |  | 6,535,000   | 
|Accretion of Class A ordinary shares to redemption value |  |                 | —         |  |            |   | —   |         |  |  | —           | 
|Net loss                                                 |  |                 | —         |  |            |   | —   |         |  |  | —           | 
|Balance, March 31, 2023                                  |  |                 | 1,140,000 |  |            |   | 114 |         |  |  | 6,535,000   | 
|Accretion of Class A ordinary shares to redemption value |  |                 | —         |  |            |   | —   |         |  |  | —           | 
|Net loss                                                 |  |                 | —         |  |            |   | —   |         |  |  | —           | 
|Balance, June 30, 2023                                   |  |                 | 1,140,000 |  |            |   | 114 |         |  |  | 6,535,000   | 
|Accretion of Class A ordinary shares to redemption value |  |                 | —         |  |            |   | —   |         |  |  | —           | 
|Net loss                                                 |  |                 | —         |  |            |   | —   |         |  |  | —           | 
|Balance, September 30, 2023                              |  |                 | 1,140,000 |  |            | $ | 114 |         |  |  | 6,535,000   | 



FOR THE THREE AND NINE MONTHS
ENDED SEPTEMBER 30, 2022



|                                                         |  | Ordinary shares |           |  | Additional |   |     |         |  |  | Total       | 
|-------------------------------------------------------- |  | --------------- | --------- |  | ---------- | - | --- | ------- |  |  | ----------- | 
|                                                         |  | Class A         |           |  | Class B    |   |     | Paid-in |  |  | Accumulated | 
|                                                         |  | Shares          |           |  | Amount     |   |     | Shares  |  |  | Amount      | 
|Balance,December 31, 2021                                |  |                 | 1,140,000 |  |            | $ | 114 |         |  |  | 6,535,000   | 
|Net income                                               |  |                 | —         |  |            |   | —   |         |  |  | —           | 
|Balance, March 31, 2022                                  |  |                 | 1,140,000 |  |            |   | 114 |         |  |  | 6,535,000   | 
|Net income                                               |  |                 | —         |  |            |   | —   |         |  |  | —           | 
|Balance, June 30, 2022                                   |  |                 | 1,140,000 |  |            |   | 114 |         |  |  | 6,535,000   | 
|Accretion of Class A ordinary shares to redemption value |  |                 | —         |  |            |   | —   |         |  |  | —           | 
|Net income                                               |  |                 | —         |  |            |   | —   |         |  |  | —           | 
|Balance, September 30, 2022                              |  |                 | 1,140,000 |  |            | $ | 114 |         |  |  | 6,535,000   | 



The accompanying notes
are an integral part of these unaudited condensed financial statements.



F-4







NEWCOURT ACQUISITION CORP

CONDENSED STATEMENTS OF CASH FLOWS

(UNAUDITED)



|                                                                                     |  | For the Nine Months Ended September 30, |             
|------------------------------------------------------------------------------------ |  | --------------------------------------- | ------------
|                                                                                     |  | 2023                                    |             
|CASH FLOWS FROM OPERATING ACTIVITIES                                                 |  |                                         |             
|Net (loss) income                                                                    |  | $                                       | (735,098    
|Adjustments to reconcile net (loss) income to net cash used in operating activities: |  |                                         |             
|Interest income on investments held in Trust Account                                 |  |                                         | (844,137    
|Change in fair value of warrants                                                     |  |                                         | (261,400    
|Changes in operating assets and liabilities:                                         |  |                                         |             
|Prepaid expenses                                                                     |  |                                         | 227,541     
|Due to affiliate                                                                     |  |                                         | (30,000     
|Accounts payable and accrued expenses                                                |  |                                         | 589,992     
|Net cash flows used in operating activities                                          |  |                                         | (1,053,102  
|CASH FLOWS FROM INVESTING ACTIVITIES                                                 |  |                                         |             
|Deposits to Trust Account                                                            |  |                                         | (595,172    
|Withdrawals from Trust account in connection with Class A ordinary shares redemption |  |                                         | 247,421,666 
|Net cash flows provided by investing activities                                      |  |                                         | 246,826,494 
|CASH FLOWS FROM FINANCING ACTIVITIES                                                 |  |                                         |             
|Redemption of Class A ordinary shares                                                |  |                                         | (247,421,666
|Advances from Sponsor                                                                |  |                                         | 1,607,770   
|Net cash flows used in financing activities                                          |  |                                         | (245,813,896
|                                                                                     |  |                                         |             
|NET CHANGE IN CASH                                                                   |  |                                         | (40,504     
|CASH, BEGINNING OF PERIOD                                                            |  |                                         | 128,678     
|CASH, END OF PERIOD                                                                  |  | $                                       | 88,174      
|Non-cash investing and financing activities:                                         |  |                                         |             
|Accretion of Class A ordinary shares to redemption value                             |  | $                                       | 1,439,309   



The accompanying notes
are an integral part of these unaudited condensed financial statements.



F-5







NEWCOURT ACQUISITION CORP

NOTES TO CONDENSED
FINANCIAL STATEMENTS

September
30, 2023

(UNAUDITED)



Note 1
 – Description of Organization and Business Operations



Newcourt
Acquisition Corp. (the “Company” or “Newcourt”) was incorporated in the Cayman Islands on February 25, 2021. The
Company is a blank check company formed for the purpose of entering into a merger, share exchange, asset acquisition, stock purchase,
recapitalization, reorganization or other similar business combination with one or more businesses or entities (the “Business
Combination”).



The
Company is not limited to a particular industry or geographic region for purposes of consummating a Business Combination. The Company
is an early stage and emerging growth company and, as such, the Company is subject to all of the risks associated with early stage and
emerging growth companies.



On January 9, 2023, the Company
entered into a Business Combination Agreement (as amended by the amending agreement dated as of February 15, 2023, the “Business
Combination Agreement”) with Newcourt SPAC Sponsor LLC, a Delaware limited liability company (the “Sponsor”), Psyence
Group Inc., a corporation organized under the laws of Ontario, Canada (“Parent”), and Psyence Biomed Corp., a corporation
organized under the laws of British Columbia, Canada.



As of September 30, 2023,
the Company had not commenced any operations. All activity through September 30, 2023, relates to the Company’s formation and Initial
Public Offering (“IPO”), which is described below. The Company will not generate any operating revenues until after the completion
of its initial Business Combination, at the earliest. The Company will generate non-operating income in the form of interest income earned
on investments from the proceeds derived from the IPO. On October 22, 2021, the Company consummated the IPO of 22,000,000 units (“Units”)
with respect to the Class A ordinary shares included in the Units being offered (the “Public Shares”) at $10.00 per Unit generating
gross proceeds of $220,000,000, which is discussed in Note 3. The Company has selected December 31 as its fiscal year end.



Simultaneously with the closing
of the IPO, the Company consummated the sale of 1,080,000 units (“Private Placement Units”) at a price of $10.00 per Private
Placement Unit in a private placement to the Company’s sponsor, Newcourt SPAC Sponsor LLC (the “Sponsor”) and underwriters
Cantor Fitzgerald & Co. (“Cantor”), and Cohen & Company Capital Markets (“CCM”), generating gross proceeds
of $10,800,000, which is described in Note 4.



Offering costs for the IPO
amounted to $15,937,545, consisting of $3,787,971 of underwriting fees, $11,000,000 of deferred underwriting fees payable (which are held
in the Trust Account (defined below)) and $1,149,574 of other costs.



Simultaneously with the closing
of the IPO, the Company consummated the closing of the sale of 3,000,000 additional Units upon receiving notice of the underwriters’
election to partially exercise their over-allotment option (“Over-allotment Units”), generating additional gross proceeds
of $30,000,000 and incurring additional offering costs of $2,100,000 in underwriting fees all of which is deferred until completion of
the Company’s Business Combination. As described in Note 6, the $13,100,000 of deferred underwriting fee payable is contingent upon
the consummation of a Business Combination by January 22, 2024, 27 months from the closing of the IPO, subject to the terms of the underwriting
agreement. Simultaneously with the exercise of the over-allotment, the Company consummated the Private Placement of an additional 60,000
Private Placement Units to the Sponsor, generating gross proceeds of $600,000.



Following
the closing of the IPO and exercise of the over-allotment, $255,000,000 ($10.20 per Unit) from the net proceeds of the sale of
the Units in the IPO and the Private Placement Warrants was placed in a trust account (“Trust Account”) and will be invested
in U.S. government securities, within the meaning set forth in Section 2(a)(16) of the Investment Company Act of 1940, as amended (the
 “Investment Company Act”), with a maturity of 180 days or less or in any open-ended investment company that holds itself out
as a money market fund selected by the Company meeting the conditions of paragraphs (d)(2), (d)(3) and (d)(4) of Rule 2a-7 of the Investment
Company Act, as determined by the Company, until the earlier of: (i) the completion of a Business Combination and (ii) the distribution
of the Trust Account, as described below.





F-6







The
Company’s management has broad discretion with respect to the specific application of the net proceeds of the IPO and the sale of
the Private Placement Warrants, although substantially all of the net proceeds are intended to be applied generally toward consummating
a Business Combination. There is no assurance that the Company will be able to complete a Business Combination successfully. The Company
must complete one or more initial Business Combinations having an aggregate fair market value of at least 80% of the assets held
in the Trust Account excluding the deferred underwriting commissions and taxes payable on income earned on the Trust Account at the time
of the agreement to enter into the initial Business Combination. However, the Company will only complete a Business Combination if the
post-transaction company owns or acquires 50% or more of the outstanding voting securities of the target or otherwise acquires a controlling
interest in the target sufficient for it not to be required to register as an investment company under the Investment Company Act. There
is no assurance the Company will be able to successfully effect a Business Combination.



The
Company will provide the holders of the outstanding Public Shares (the “Public Shareholders”) with the opportunity to redeem
all or a portion of their Public Shares upon the completion of a Business Combination either (i) in connection with a shareholder meeting
called to approve the Business Combination or (ii) by means of a tender offer. The decision as to whether the Company will seek shareholder
approval of a Business Combination or conduct a tender offer will be made by the Company. The Public Shareholders will be entitled to
redeem their Public Shares for a pro rata portion of the amount then in the Trust Account (initially anticipated to be $10.20 per
Public Share, plus any pro rata interest then in the Trust Account, net of taxes payable). There will be no redemption rights with respect
to the Company’s warrants.



All
of the Public Shares contain a redemption feature which allows for the redemption of such Public Shares in connection with the Company’s
liquidation, if there is a shareholder vote or tender offer in connection with the Company’s Business Combination and in connection
with certain amendments to the Company’s amended and restated memorandum and articles of association (as amended from time to time,
the “Certificate of Incorporation”). In accordance with Accounting Standards Codification (“ASC”) 480-10-S99,
redemption provisions not solely within the control of a company require Class A ordinary shares subject to redemption to be classified
outside of permanent equity. Given that the Public Shares will be issued with other freestanding instruments (i.e., public warrants),
the initial carrying value of Class A ordinary shares classified as temporary equity will be the allocated proceeds determined in accordance
with ASC 470-20. The Class A ordinary shares are subject to ASC 480-10-S99. If it is probable that the equity instrument will become redeemable,
the Company has the option to either (i) accrete changes in the redemption value over the period from the date of issuance (or from the
date that it becomes probable that the instrument will become redeemable, if later) to the earliest redemption date of the instrument
or (ii) recognize changes in the redemption value immediately as they occur and adjust the carrying amount of the instrument to equal
the redemption value at the end of each reporting period. The Company has elected to recognize the changes immediately. While redemptions
cannot cause the Company’s net tangible assets to fall below $5,000,001, the Public Shares are redeemable and are classified
as such on the balance sheet until such date that a redemption event takes place.



Redemptions of the Company’s
Public Shares may be subject to the satisfaction of conditions, including minimum cash conditions, pursuant to an agreement relating to
the Company’s Business Combination. If the Company seeks shareholder approval of the Business Combination, the Company will proceed
with a Business Combination if a majority of the shares voted are voted in favor of the Business Combination, or such other vote as required
by law or stock exchange rule. If a shareholder vote is not required by applicable law or stock exchange listing requirements and the
Company does not decide to hold a shareholder vote for business or other reasons, the Company will, pursuant to its Certificate of Incorporation,
conduct the redemptions pursuant to the tender offer rules of the Securities and Exchange Commission (the “SEC”) and file
tender offer documents with the SEC prior to completing a Business Combination. If, however, shareholder approval of the transaction is
required by applicable law or stock exchange listing requirements, or the Company decides to obtain shareholder approval for business
or other reasons, the Company will offer to redeem shares in conjunction with a proxy solicitation pursuant to the proxy rules and not
pursuant to the tender offer rules. If the Company seeks shareholder approval in connection with a Business Combination, Sponsor has agreed
to vote its Founder Shares (as defined in Note 5) and any Public Shares purchased during or after the IPO in favor of approving a Business
Combination. Additionally, each Public Shareholder may elect to redeem their Public Shares without voting, and if they do vote, irrespective
of whether they vote for or against the proposed transaction.



Notwithstanding
the foregoing, the Certificate of Incorporation provides that a Public Shareholder, together with any affiliate of such shareholder or
any other person with whom such shareholder is acting in concert or as a “group” (as defined under Section 13 of the Securities
Exchange Act of 1934, as amended (the “Exchange Act”)), will be restricted from redeeming its shares with respect to more
than an aggregate of 15% or more of the Class A ordinary shares sold in the IPO, without the prior consent of the Company.





F-7







The
Company’s Sponsor, officers and directors (the “Initial Shareholders”) have agreed not to propose an amendment to the
Certificate of Incorporation that would affect the substance or timing of the Company’s obligation to redeem 100% of its
Public Shares if the Company does not complete a Business Combination, unless the Company provides the Public Shareholders with the opportunity
to redeem their Class A ordinary shares in conjunction with any such amendment.



On
January 6, 2023, the Company’s shareholders approved an amendment (the “ First Extension Amendment”) to the amended
and restated memorandum and articles of association to extend the date by which the Company must consummate an initial business combination
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 (which is 21 months from the closing of our IPO). If the Company is unable to complete a Business
Combination by July 22, 2023, the Company will (i) cease all operations except for the purpose of winding up, (ii) as promptly as reasonably
possible but not more than ten business days thereafter, redeem the Public Shares, at a per-share price, payable in cash, equal
to the aggregate amount then on deposit in the Trust Account including interest earned on the funds held in the Trust Account and not
previously released to us to pay the Company’s franchise and income taxes (less up to $100,000 of interest to pay dissolution expenses),
divided by the number of then outstanding Public Shares, which redemption will completely extinguish Public Shareholders’ rights
as shareholders (including the right to receive further liquidating distributions, if any), subject to applicable law, and (iii) as promptly
as reasonably possible following such redemption, subject to the approval of the Company’s remaining shareholders and the Company’s
board of directors, dissolve and liquidate, subject in each case to the Company’s obligations under Delaware law to provide for
claims of creditors and the requirements of other applicable law.



On July 11, 2023, the Company
held an extraordinary general meeting of shareholders (the “EGM”) for the purpose of considering and voting on the Second
Extension Amendment, the Redemption Limitation Amendment and the Trust Agreement Amendment (each as defined below) and, if presented,
the proposal to adjourn the EGM to a later date. At the EGM, the shareholders of the Company approved an amendment (the “Second
Extension Amendment”) to the Company’s Amended and Restated Memorandum and Articles of Association to extend the date by which
the Company must consummate an initial business combination for six (6) months from July 22, 2023 to January 22, 2024 (which is 27 months
from the closing of our IPO). At the EGM, the shareholders of the Company also approved an amendment (the “Redemption Limitation
Amendment”) to the Charter to eliminate the limitation that the Company shall not redeem public shares to the extent that such redemption
would cause the Company’s net tangible assets to be less than $5,000,001. At the EGM, the shareholders of the Company approved the
amendment to the Company’s investment management trust agreement, dated as of October 19, 2021, by and between the Company and Continental
Stock Transfer & Trust Company (the “Trust Agreement Amendment”). Pursuant to the Trust Agreement Amendment, the Company
will deposit into the Company’s trust account (the “Trust Account”), for each one-month extension, the lesser of (a)
$45,000 and (b) $0.03 for each public share outstanding after giving effect to the redemption.



In connection with the EGM,
shareholders holding 389,511 public shares exercised their right to redeem their shares for a pro rata portion of the funds in the Company’s
Trust Account. As a result, approximately $4.3 million (approximately $11.07 per public share) will be removed from the Trust Account
to pay such holders and approximately $12.3 million will remain in the Trust Account. Following redemptions, the Company has 1,113,021
public shares outstanding.



On July 31, 2023, the Company
entered into an Amended and Restated Business Combination Agreement with Sponsor, Parent, Psyence Biomedical Ltd., a corporation organized
under the laws of Ontario, Canada (“Pubco,” and after the Closing, the “Combined Company”), Psyence (Cayman) Merger
Sub, a Cayman Islands exempted company and a direct and wholly owned subsidiary of Pubco (“Merger Sub”), Psyence Biomed Corp.,
a corporation organized under the laws of British Columbia, Canada, and Psyence Biomed II Corp., a corporation organized under the laws
of Ontario, Canada (“Psyence”) in connection with the proposed business combination between the parties that was previously
announced on January 13, 2023. The Business Combination Agreement provides for the following transaction structure: (i) Parent will contribute
Psyence to Pubco in a share for share exchange (the “Company Exchange”) and (ii) immediately following the Company Exchange,
Merger Sub will merge with and into NCAC, with NCAC being the surviving company in the merger (the “Merger”) and each outstanding
ordinary share of NCAC will convert into the right to receive one common share of Pubco.





F-8







The
Initial Shareholders have agreed to waive their liquidation rights with respect to the Founder Shares if the Company fails to complete
a Business Combination within the Combination Period. However, if the Initial Shareholders should acquire Public Shares in or after the
IPO, they will be entitled to liquidating distributions from the Trust Account with respect to such Public Shares if the Company fails
to complete a Business Combination within the Combination Period. The underwriters have agreed to waive their rights to its deferred underwriting
commission (see Note 6) held in the Trust Account in the event the Company does not complete a Business Combination within the Combination
Period and, in such event, such amounts will be included with the other funds held in the Trust Account that will be available to fund
the redemption of the Public Shares. In the event of such distribution, it is possible that the per share value of the residual assets
remaining available for distribution (including Trust Account assets) will be only $10.20 per shares held in the Trust Account.
In order to protect the amounts held in the Trust Account, the Sponsor has agreed to be liable to the Company if and to the extent any
claims by a vendor for services rendered or products sold to the Company, or a prospective target business with which the Company has
discussed entering into a transaction agreement, reduce the amount of funds in the Trust Account. This liability will not apply with respect
to any claims by a third party who executed a waiver of any right, title, interest or claim of any kind in or to any monies held in the
Trust Account or to any claims under the Company’s indemnity of the underwriters of the IPO against certain liabilities, including
liabilities under the Securities Act of 1933, as amended (the “Securities Act”). Moreover, in the event that an executed waiver
is deemed to be unenforceable against a third party, the Sponsor will not be responsible to the extent of any liability for such third-party
claims. The Company will seek to reduce the possibility that the Sponsor will have to indemnify the Trust Account due to claims of creditors
by endeavoring to have all vendors, service providers (except the Company’s independent registered public accounting firm), prospective
target businesses or other entities with which the Company does business, execute agreements waiving any right, title, interest or claim
of any kind in or to monies held in the Trust Account.



On April 3, 2023, the Company
received a written notice (the “Letter”) from the Nasdaq Listing Qualifications Department of The Nasdaq Stock Market (“Nasdaq”)
indicating that the Company was not in compliance with Listing Rule 5450(b)(2)(A), requiring the Company to maintain a Market Value of
Listed Securities (“MVLS”) of $50,000,000 for the continued listing of its securities on The Nasdaq Global Market. The Letter
is only a notification of deficiency, not of imminent delisting, and has no current effect on the listing or trading of the Company’s
securities on Nasdaq.



The Letter states that the
Company has 180 calendar days, or until October 2, 2023, to regain compliance with Listing Rule 5450(b)(2)(A). If at any time during this
compliance period the Company’s MLVS closes at $50,000,000 or more for a minimum of ten consecutive business days, Nasdaq will provide
the Company with a written confirmation of compliance, and this matter will be closed. If compliance is not achieved by October 2, 2023,
the Letter states that the Company will receive written notification that its securities are subject to delisting. At that time, the Company
may appeal the delisting determination to a Hearings Panel. The Letter further notes that alternatively, the Company may be eligible to
transfer the listing of its securities to The Nasdaq Capital Market (provided that it then satisfies the requirements for continued listing
on that market).



On October 27, 2023, the
Company received written notice from Nasdaq stating that the Company had not regained compliance with the MVLS Rule.



On November 2, 2023, the
Company received a letter from Nasdaq stating that the Company has regained compliance under the MVLS Rule by maintaining a MVLS of greater
than $50,000,000 for the last ten consecutive business days, from October 20, 2023 to November 2, 2023. As such, this matter is now closed.



During the three months ended
September 30, 2023, the Sponsor made a monthly deposit of $33,391 into the Trust Account to extend the time available for the Company
to consummate its initial business combination to August 22, 2023, totaling an additional $100,172. As of September 30, 2023, the Company
deposited a total of $595,172 into the Trust Account.



Liquidity and Capital Resources



As of September 30, 2023,
the Company had $88,174 in its operating bank accounts, $12,518,199 in securities held in the Trust Account to be used for a Business
Combination or to repurchase or redeem its ordinary share in connection therewith and working capital deficit of $16,015,058. As of September
30, 2023, $623,872 of the amount on deposit in the Trust Account represented interest income, which is available to pay the Company’s
tax obligations.





F-9







Prior to the completion of
the IPO, the Company lacked the liquidity it needed to sustain operations for a reasonable period of time, which is considered to be one
year from the issuance date of the financial statement. The Company has since completed its IPO at which time capital in excess of the
funds deposited in the Trust Account and/or used to fund offering expenses was released to the Company for general working capital purposes.
Accordingly, management has since re-evaluated the Company’s liquidity and financial condition and determined that sufficient capital
exists to sustain operations for at least one year from the date that the financial statement was issued, and therefore substantial doubt
has been alleviated.



In connection with the Company’s
assessment of going concern considerations in accordance with the authoritative guidance in Financial Accounting Standards Board (“FASB”)
Accounting Standards Update (“ASU”) No. 2014-15, “Disclosures of Uncertainties about an Entity’s Ability to Continue
as a Going Concern,” management has determined that the mandatory liquidation and subsequent dissolution described in the financial
statements, should the Company be unable to complete a Business Combination, raises substantial doubt about the Company’s ability
to continue as a going concern. If a Business Combination is not consummated by January 22, 2024, 27 months from the closing of the IPO,
there will be a mandatory liquidation and subsequent dissolution. These financial statements do not include any adjustments relating to
the recovery of the recorded assets or the classification of the liabilities that might be necessary should the Company be unable to continue
as a going concern. It is uncertain that the Company will be able to consummate a Business Combination by the specified period.



Also, in connection with
the Company’s assessment of going concern considerations in accordance with ASU No. 2014-15 management has determined that if the
Company is unable to raise additional funds to alleviate liquidity needs as well as complete a Business Combination by January 22, 2024,
27 months from the closing of the IPO, then the Company will cease all operations except for the purpose of liquidating. The liquidity
condition as well as the date for mandatory liquidation and subsequent dissolution raise substantial doubt about the Company’s ability
to continue as a going concern.



Note 2
 — Summary of Significant Accounting Policies



Basis of Presentation



The accompanying unaudited
condensed financial statements have been prepared in accordance with accounting principles generally accepted in the United States of
America (“U.S. GAAP”) for interim financial information and in accordance with the instructions to Form 10-Q and Article 8
of Regulation S-X of the SEC. Certain information or footnote disclosures normally included in financial statements prepared in accordance
with U.S. GAAP have been condensed or omitted, pursuant to the rules and regulations of the SEC for interim financial reporting. Accordingly,
they do not include all the information and footnotes necessary for a complete presentation of financial position, results of operations,
or cash flows. In the opinion of management, the accompanying unaudited condensed financial statements include all adjustments, consisting
of a normal recurring nature, which are necessary for a fair presentation of the financial position, operating results and cash flows
for the periods presented.



The
accompanying unaudited condensed financial statements should be read in conjunction with the Company’s Annual Report on Form 10-K/A
filed with the SEC on September 19, 2023. The interim results for the period ended September 30, 2023 are not necessarily indicative of
the results to be expected for any future periods.



Emerging
Growth Company



The
Company is an emerging growth company as defined in Section 102(b)(1) of the Jumpstart Our Business Startups Act of 2012 (the “JOBS
Act”), which exempts emerging growth companies from being required to comply with new or revised financial accounting standards
until private companies (that is, those that have not had a Securities Act registration statement declared effective or do not have a
class of securities registered under the Exchange Act) are required to comply with the new or revised financial accounting standards.
The JOBS Act provides that an emerging growth company can elect to opt out of the extended transition period and comply with the requirements
that apply to non-emerging growth companies but any such an election to opt out is irrevocable. The Company has elected not
to opt out of such extended transition period, which means that when a standard is issued or revised, and it has different application
dates for public or private companies, the Company, as an emerging growth company, can adopt the new or revised standard at the time private
companies adopt the new or revised standard.





F-10







This
may make comparison of the Company’s financial statements with another public company that is neither an emerging growth company
nor an emerging growth company that has opted out of using the extended transition period difficult or impossible because of the potential
differences in accounting standards used.



Use of Estimates



The preparation of financial
statements in conformity with U.S. GAAP requires the Company’s management to make estimates and assumptions that affect the reported
amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements. Making
estimates requires management to exercise significant judgment. Such estimates may be subject to change as more current information becomes
available and accordingly the actual results could differ significantly from those estimates. It is at least reasonably possible that
the estimate of the effect of a condition, situation or set of circumstances that existed at the date of the financial statements, which
management considered in formulating its estimate, could change in the near term due to one or more future confirming events. Actual results
could differ from those estimates.



Cash and Cash Equivalents



The
Company considers all short-term investments with an original maturity of three months or less when purchased to be cash equivalents.
The Company did not have any cash equivalents as of September 30, 2023 and December 31, 2022.



Investments Held in Trust Account



At September 30, 2023 and
December 31, 2022, substantially all of the assets held in the Trust Account were held in U.S. Treasury securities. The Company’s
investments held in the Trust Account are classified as trading securities. Trading securities are presented on the balance sheet at fair
value at the end of each reporting period. Gains and losses resulting from the change in fair value of investments held in Trust Account
are included in interest earned on marketable securities held in Trust Account in the accompanying condensed statements of operations.
The estimated fair values of investments held in Trust Account are determined using available market information. Interest receivable
balance as at September 30, 2023 pertains to interest income on investments held in Trust and will be included in the investment balance
when received by the Company. Interest income received is reinvested into the investments held in Trust account.



Offering Costs associated
with the IPO



Offering costs, including
additional underwriting fees associated with the underwriters’ exercise of the over-allotment option, consist principally of legal,
accounting, underwriting fees and other costs directly related to the IPO. Offering costs, including those attributable to the underwriters’
exercise of the over-allotment option in full, amounted to $18,037,545, consisting of $3,787,971 of underwriting fees, $13,100,000 of
deferred underwriting fees payable (which are held in the Trust Account (defined below)) and $1,149,574 of other costs.



Concentration of Credit Risk



Financial
instruments that potentially subject the Company to concentrations of credit risk consist of cash accounts in a financial institution,
which, at times, may exceed the Federal Deposit Insurance Corporation coverage and Securities Investor Protection Corporation Insurance
coverage limits of $250,000 and $500,000 (including cash of $250,000). At September 30, 2023, the Company has not experienced losses on
these accounts and management believes the Company is not exposed to significant risks on such accounts.





F-11







Fair Value of Financial Instruments



The fair value of the Company’s
financial assets and liabilities reflects management’s estimate of amounts that the Company would have received in connection with
the sale of the assets or paid in connection with the transfer of the liabilities in an orderly transaction between market participants
at the measurement date. In connection with measuring the fair value of its assets and liabilities, the Company seeks to maximize the
use of observable inputs (market data obtained from independent sources) and to minimize the use of unobservable inputs (internal assumptions
about how market participants would price assets and liabilities). The following fair value hierarchy is used to classify assets and liabilities
based on the observable inputs and unobservable inputs used in order to value the assets and liabilities:



Level 1:    Quoted
prices in active markets for identical assets or liabilities. An active market for an asset or liability is a market in which transactions
for the asset or liability occur with sufficient frequency and volume to provide pricing information on an ongoing basis.



Level 2:    Observable
inputs other than Level 1 inputs. Examples of Level 2 inputs include quoted prices in active markets for similar assets or liabilities
and quoted prices for identical assets or liabilities in markets that are not active.



Level 3:    Unobservable
inputs based on the Company’s assessment of the assumptions that market participants would use in pricing the asset or liability.



Income Taxes



ASC Topic 740, Income taxes,
prescribes a recognition threshold and a measurement attribute for the financial statement recognition and measurement of tax positions
taken or expected to be taken in a tax return. For those benefits to be recognized, a tax position must be more likely than not to be
sustained upon examination by taxing authorities.



The Company’s management
determined that the Cayman Islands is the Company’s major tax jurisdiction. The Company recognizes accrued interest and penalties
related to unrecognized tax benefits as income tax expense. As of September 30, 2023 and December 31, 2022, there were no unrecognized
tax benefits and no amounts accrued for interest and penalties. The Company is currently not aware of any issues under review that could
result in significant payments, accruals or material deviation from its position.



The
Company is considered to be an exempted Cayman Islands company with no connection to any other taxable jurisdiction and is presently not
subject to income taxes or income tax filing requirements in the Cayman Islands or the United States of America. As such, the Company’s
tax provision was zero for the period presented. There is currently no taxation imposed on income by the Government of the Cayman Islands.
In accordance with Cayman Islands income tax regulations, income taxes are not levied on the Company. Consequently, income taxes are not
reflected in the Company’s financial statements. The Company’s management does not expect that the total amount of unrecognized
tax benefits will materially change over the next twelve months.



Class A Ordinary Shares Subject
to Possible Redemption



The Company accounts for
its Class A ordinary shares subject to possible redemption in accordance with the guidance in ASC 480. Class A ordinary shares subject
to mandatory redemption (if any) are classified as a liability instrument and is measured at fair value. Conditionally redeemable Class
A ordinary shares (including Class A ordinary shares that features redemption rights that are either within the control of the holder
or subject to redemption upon the occurrence of uncertain events not solely within the Company’s control) is classified as temporary
equity. At all other times, Class A ordinary shares is classified as stockholders’ equity. The Company’s Class A ordinary
shares features certain redemption rights that are considered to be outside of the Company’s control and subject to occurrence of
uncertain future events.



On January 6, 2023, shareholders
holding 23,497,468 ordinary shares exercised their right to redeem their shares for a pro rata portion of the funds in the Company’s
Trust Account. On July 11, 2023, shareholders holding 389,511 public shares exercised their right to redeem their shares for a pro rata
portion of the funds in the Company’s Trust Account. Accordingly, on September 30, 2023, 1,113,021 shares of Class A ordinary shares
subject to possible redemption is presented as temporary equity, outside of the stockholders’ deficit section of the Company’s
condensed balance sheet.





F-12







The Company recognizes changes
in redemption value immediately as they occur and adjusts the carrying value of redeemable Class A ordinary share to equal the redemption
value at the end of each reporting period. Increases or decreases in the carrying amount of redeemable ordinary share are affected by
charges against additional paid in capital and accumulated deficit.



At September 30, 2023, the
Class A ordinary shares subject to possible redemption reflected in the balance sheet is reconciled in the following table:



|Gross proceeds                                                                 |  | $ | 250,000,000  |  
|------------------------------------------------------------------------------ |  | - | ------------ | -
|Less:                                                                          |  |   |              |  
|Proceeds allocated to Public Warrants                                          |  |   | (15,375,000  | )
|Class A ordinary share issuance costs                                          |  |   | (16,928,049  | )
|Plus: Accretion of carrying value to redemption value                          |  |   | 37,303,049   |  
|Class A ordinary share subject to possible redemption as on December 31, 2021  |  |   | 255,000,000  |  
|Plus: Accretion of carrying value to redemption value                          |  |   | 3,554,215    |  
|Class A ordinary share subject to possible redemption as on December 31, 2022  |  |   | 258,554,215  |  
|Less : Redemption of ordinary shares                                           |  |   | (247,421,666 | )
|Plus: Accretion of carrying value to redemption value                          |  |   | 1,439,309    |  
|Class A ordinary share subject to possible redemption as on September 30, 2023 |  | $ | 12,571,858   |  



Net (Loss) Income per Ordinary
Share



The Company has two classes
of shares, which are referred to as Class A ordinary shares and Class B ordinary shares (the “Founder Shares”). Earnings and
losses are shared pro rata between the two classes of shares. Public Warrants (see Note 3) and Private Placement Warrants (see Note 4)
to purchase 13,070,000 Class A ordinary share at $11.50 per share were issued on October 22, 2021. At September 30, 2023 and December
31, 2022, no Public Warrants or Private Placement Warrants have been exercised. The 13,070,000 potential Class A ordinary shares for outstanding
Public Warrants and Private Placement Warrants to purchase the Company’s stock were excluded from diluted earnings per share for
the three and nine months ended September 30, 2023 and 2022 because they are contingently exercisable, and the contingencies have not
yet been met. As a result, diluted net (loss) income per ordinary share is the same as basic net (loss) income per ordinary share for
the period. The table below presents a reconciliation of the numerator and denominator used to compute basic and diluted net (loss) income
per share for each class of stock.



|                                                                                       |  | For the Three Months Ended September 30, |           |   | For the Nine Months Ended September 30, |  
|-------------------------------------------------------------------------------------- |  | ---------------------------------------- | --------- | - | --------------------------------------- | -
|                                                                                       |  | 2023                                     |           |   | 2022                                    |  
|                                                                                       |  | Class A                                  |           |   | Class B                                 |  
|                                                                                       |  | ordinary                                 |           |   | ordinary                                |  
|                                                                                       |  | share                                    |           |   | share                                   |  
|Basic and diluted net (loss) income per share:                                         |  |                                          |           |   |                                         |  
|Numerator:                                                                             |  |                                          |           |   |                                         |  
|Allocation of net (loss) income before accretion income                                |  | $                                        | (97,620   | ) |                                         | $
|Accretion of Class A ordinary shares to redemption value                               |  |                                          | 270,860   |   |                                         |  
|Net income (loss) including accretion of Class A Redeemable shares to redemption value |  | $                                        | 173,240   |   |                                         | $
|Denominator:                                                                           |  |                                          |           |   |                                         |  
|Weighted average shares outstanding                                                    |  |                                          | 1,159,593 |   |                                         |  
|                                                                                       |  |                                          |           |   |                                         |  
|Basic and diluted net income (loss) per share                                          |  | $                                        | 0.15      |   |                                         | $





F-13







Accounting for Warrants



The
Company accounts for warrants as either equity-classified or liability-classified instruments based on an assessment of the instruments’
specific terms and applicable authoritative guidance in ASC 480 and ASC 815, Derivatives and Hedging (“ASC 815”). The assessment
considers whether the instruments are free standing financial instruments pursuant to ASC 480, meet the definition of a liability pursuant
to ASC 480, and whether the instruments meet all of the requirements for equity classification under ASC 815, including whether the instruments
are indexed to the Company’s own common shares and whether the instrument holders could potentially require “net cash settlement”
in a circumstance outside of the Company’s control, among other conditions for equity classification. This assessment, which requires
the use of professional judgment, was conducted at the time of warrant issuance and as of each subsequent period end date while the instruments
are outstanding. Management has concluded that the Public Warrants and Private Placement Warrants issued pursuant to the warrant agreement
qualifyas derivative warrant liabilities in accordance with ASC 815-40. Accordingly, the Company recognizes the warrant instruments
as liabilities at fair value and adjusts the instruments to fair value at each reporting period. The liabilities are subject to re-measurement
at each balance sheet date until exercised, and any change in fair value is recognized in the Company’s statements of operations.
The fair value of warrants issued by the Company in connection with the Public Offering and Private Placement has been estimated using
Black-Scholes pricing model at each measurement date.



Stock Compensation Expense



In connection with the Company’s
IPO, Founder Shares were sold to certain independent directors from among the Sponsor’s pool of Founder Shares at the price paid
by the Sponsor (par value of $0.0001). Although these Founder Shares were purchased by the independent directors for value, under ASC
718, “Compensation – Stock Compensation,” these Founder Shares may be deemed stock-based compensation.



The Company accounts for
stock-based compensation expense in accordance with ASC 718, under which stock-based compensation associated with equity-classified awards
is measured at fair value upon the grant date and recognized over the requisite service period. To the extent a stock-based award is subject
to a performance condition, the amount of expense recorded in a given period, if any, reflects an assessment of the probability of achieving
such performance condition, with compensation recognized once the event is deemed probable to occur. The fair value of equity awards has
been estimated using a market approach. Forfeitures are recognized as incurred.



As of October 6, 2021, the
fair value of the 95,000 Founder Shares granted to certain independent directors by the Sponsor was $600,530 or $6.32 per share. The Company
used a Monte Carlo Model simulation to arrive at the fair value of the stock compensation. The key assumptions in the option pricing model
utilized are assumptions related to expected separation date of Units, anticipated business combination date, purchase price, share-price
volatility, expected term, exercise date, risk-free interest rate and present value. The expected volatility as of the IPO closing date
was derived based upon similar Special Purpose Acquisition Company (“SPAC”) warrants and technology exchange funds which with
the Company’s stated industry target and terms until the exercise date. The Company’s Founder Shares sold to independent directors
(see Note 5) was deemed within the scope of ASC 718 and are subject to a performance condition, namely the occurrence of a Business Combination.
Compensation expense related to the 95,000 Founder Shares is recognized only when the performance condition is probable of occurrence,
or more specifically when a Business Combination is consummated. Therefore, no stock-based compensation expense has been recognized for
the nine months ended September 30, 2023.



Recent Accounting Pronouncements



The
Company’s management does not believe that any recently issued, but not yet effective, accounting pronouncements, if currently adopted,
would have a material effect on the Company’s financial statement.



Note 3 — Initial Public Offering



Pursuant to the IPO, the
Company sold 25,000,000 units (including 3,000,000 units as part of the underwriters’ partial exercise of the over-allotment option)
at a price of $10.00 per Unit. Each Unit consists of one Class A ordinary share (such Class A ordinary shares included in the
Units being offered, the “Public Shares”), and one-half a redeemable warrant (each, a “Public Warrant”). Each
Public Warrant entitles the holder to purchase three quarters of one Class A ordinary share at a price of $11.50 per share,
subject to adjustment (see Note 7).





F-14







Note 4 — Private Placement



On October 22, 2021, simultaneously
with the consummation of the IPO and the underwriters’ exercise of their over-allotment option, the Company consummated the issuance
and sale (“Private Placement”) of 1,140,000 Units (the “Placement Units”) in a private placement transaction at
a price of $10.00 per Placement Unit, generating gross proceeds of $11,400,000. The Placement Units were purchased by Cantor (187,000
Units), CCM (33,000 Units) and the Sponsor (920,000 Units). Each whole Private Placement Unit will consist of one Placement Share and
one-half of a redeemable warrant (“Placement Warrant”). Each whole Placement Warrant will be exercisable to purchase one Class
A ordinary share at a price of $11.50 per share. A portion of the proceeds from the Private Placement Units was added to the proceeds
from the IPO to be held in the Trust Account. If the Company does not complete a Business Combination within the Combination Period, the
proceeds from the sale of the Private Placement Units will be used to fund the redemption of the Public Shares (subject to the requirements
of applicable law), and the Private Placement Units and all underlying securities will be worthless.



Note 5 — Related Party Transactions



Founder Shares



On March 11, 2021, the Sponsor
paid $25,000 to fund certain obligations of the Company in consideration for 5,912,500 Class B ordinary shares (the “Founder Shares”)
of the Company par value $0.0001 (“Class B ordinary shares”) for an aggregate price of $25,000. In September 2021, the Company
effected a dividend of approximately 0.017 shares for each Class B ordinary share outstanding, resulting in there being an aggregate of
6,015,000 Founder Shares outstanding. On October 19, 2021, the Company effected a dividend of approximately 0.099 shares for each outstanding
Class B ordinary share, resulting in there being an aggregate of 6,611,500 Founder Shares outstanding. The Founder Shares will automatically
convert into Class A ordinary shares at the time of the Company’s initial Business Combination and are subject to certain transfer
restrictions, as described in Note 6. Holders of Founder Shares may also elect to convert their Class B ordinary shares into an equal
number of Class A ordinary shares, subject to adjustment, at any time. The initial shareholders have agreed to forfeit up to 841,500 Founder
Shares to the extent that the over-allotment option is not exercised in full by the underwriters. Since the underwriters exercised the
over-allotment option only in part, the Sponsor did forfeit 76,500 Founder Shares.



The Initial Shareholders
have agreed, subject to limited exceptions, not to transfer, assign or sell any of their Founder Shares until the earlier to occur of:
(A) one year after the completion of the initial Business Combination or (B) subsequent to the initial Business Combination,
(x) if the last sale price of the Class A ordinary shares equals or exceeds $12.00 per share (as adjusted for stock splits, stock
dividends, reorganizations, recapitalizations and the like) for any 20 trading days within any 30-trading day period commencing at
least 150 days after the initial Business Combination, or (y) the date on which the Company completes a liquidation, merger,
capital stock exchange or other similar transaction that results in all of the Company’s shareholders having the right to exchange
their ordinary shares for cash, securities or other property.



Related Party Loans



On January 6, 2023, the Company
issued an unsecured promissory note in the amount of up to $495,000 to the Sponsor (the “Extension Loan”). This loan is non-interest
bearing, non-convertible and payable on the consummation of the Company’s initial business combination. $495,000 is outstanding
under this loan and shown under Advances from Sponsor as of September 30, 2023.



On January 17, 2023, the
Company issued an unsecured promissory note in the amount of up to $1,000,000 to the Sponsor (the “2023 Note”). This loan
is non-interest bearing and payable on the consummation of the Company’s initial business combination. At maturity, the Sponsor
may elect to convert any portion or all of the amount outstanding under the 2023 Note, up to a maximum of $1,000,000, into units of the
entity surviving or resulting from the Initial Business Combination at a conversion price of $10.00 per unit. $1,000,000 is outstanding
under this loan and shown under Advances from Sponsor as of September 30, 2023.





F-15







On July 13, 2023, the Company
issued an unsecured promissory note in the amount of up to $700,000 to the Sponsor (the “July 2023 Note”). This loan is non-interest
bearing and payable on the consummation of the Company’s initial business combination. At maturity date, by providing written notice
to the Company, the Sponsor may elect to convert any portion or all of the amount outstanding under the July 2023 Note, up to a maximum
of $1,000,000, into securities of the Company. The issuance of the July 2023 Note was made pursuant to the exemption from registration
contained in Section 4(a)(2) of the Securities Act of 1933, as amended. $112,770 is outstanding under this loan and shown under Advances
from Sponsor as of September 30, 2023.



In addition, in order to
finance transaction costs in connection with a Business Combination, the Sponsor or an affiliate of the Sponsor, or certain of the Company’s
officers and directors may, but are not obligated to, loan the Company funds as may be required (“Working Capital Loans”).
If the Company completes a Business Combination, the Company would repay the Working Capital Loans out of the proceeds of the Trust Account
released to the Company. Otherwise, the Working Capital Loans would be repaid only out of funds held outside the Trust Account. In the
event that a Business Combination does not close, the Company may use a portion of proceeds held outside the Trust Account to repay the
Working Capital Loans but no proceeds held in the Trust Account would be used to repay the Working Capital Loans. Except for the foregoing,
the terms of such Working Capital Loans, if any, have not been determined and no written agreements exist with respect to such loans.
The Working Capital Loans would either be repaid upon consummation of a Business Combination, without interest, or, at the lender’s
discretion, up to $1.5 million of such Working Capital Loans may be convertible into units of the post Business Combination entity at
a price of $10.00 per unit. The units would be identical to the Private Placement Units. As of September 30, 2023, there were no
Working Capital Loans outstanding.



Support Services



Following the completion
of the IPO, the Company disburses a monthly fee of approximately $20,000 to an affiliate of the Sponsor for office space, administrative,
and shared personnel support services. For the three and nine months concluding on September 30, 2022, a total of $30,000 and $200,000
was incurred, with corresponding payments of $60,000 and $147,742 made to an entity associated with the chief financial officer for support
services. In the three and nine months ending on September 30, 2023, expenses of $60,000 and $120,000 were incurred, respectively. As
of September 30, 2023, $70,000 remains unpaid, while as of December 31, 2022, $100,000 remains outstanding. These amounts are reflected
on the balance sheet as due to the affiliate.



Note 6 — Commitments and Contingencies



Registration Rights



The holders of Founder Shares,
Private Placement Units and warrants that may be issued upon conversion of Working Capital Loans, if any, will be entitled to registration
rights (in the case of the Founder Shares, only after conversion of such shares to Class A ordinary shares) pursuant to a registration
rights agreement signed in connection with the IPO. These holders will be entitled to certain demand and “piggyback” registration
rights. However, the registration rights agreement provides that the Company will not permit any registration statement filed under the
Securities Act to become effective until the termination of the applicable lock-up period for the securities to be registered. The Company
will bear the expenses incurred in connection with the filing of any such registration statements.



Underwriting Agreement



The Company granted the underwriters
a 45-day option from the final prospectus relating to the IPO to purchase up to 3,300,000 additional Units to cover over-allotments, if
any, at the IPO price less the underwriting discounts and commissions. On October 22, 2021, the underwriters elected to partially exercise
the over-allotment option purchasing 3,000,000 units.



The underwriters were paid
a cash underwriting discount of $0.20 per unit net of reimbursements to the Company of $612,029 to pay for outside advisors, or $3,787,971
in the aggregate at the closing of the IPO. The underwriters have agreed to defer the cash underwriting discount of $0.20 per share related
to the over-allotment to be paid at Business Combination ($600,000 in the aggregate). In addition, the underwriters are entitled to a
deferred underwriting commissions of $0.50 per unit, or $12,500,000 from the closing of the IPO. The total deferred fee is $13,100,000,
consisting of the $12,500,000 deferred portion and the $600,000 cash discount agreed to be deferred until Business Combination. The deferred
fee will become payable to the underwriters from the amounts held in the Trust Account solely if the Company completes a Business Combination,
subject to the terms of the underwriting agreement.





F-16







Note 7 — Shareholders’ Deficit



Ordinary shares



Class
A ordinary shares—The Company is authorized to issue 100,000,000 Class A ordinary shares with a par value of $0.0001
per share. As of September 30, 2023 and December 31, 2022, there were 1,140,000 (excluding 1,113,021 Class A ordinary shares and 25,000,000
Class A ordinary shares subject to possible redemption, respectively) Class A ordinary shares issued and outstanding.



Class
B ordinary shares—The Company is authorized to issue 10,000,000 Class B ordinary shares with a par value of $0.0001 per
share. Holders of Class B ordinary shares are entitled to one vote for each share. As of September 30, 2023 and December 31, 2022, there
were 6,535,000 Class B ordinary shares outstanding after giving effect to the forfeiture of 76,500 shares to the Company by the Sponsor
for no consideration since the underwriters’ 45-day over-allotment option was not exercised in full.



Holders of Class A ordinary
shares and Class B ordinary shares will vote together as a single class on all other matters submitted to a vote of shareholders except
as required by law.



The Class B ordinary shares
will automatically convert into Class A ordinary shares at the time of the initial Business Combination on a one-for-one basis, subject
to adjustment. In the case that additional Class A ordinary shares, or equity-linked securities, are issued or deemed issued in excess
of the amounts offered in the IPO and related to the closing of the initial Business Combination,the ratio at which Class B ordinary shares
shall convert into Class A ordinary shares will be adjusted (unless the holders of a majority of the outstanding Class B ordinary shares
agree to waive such adjustment with respect to any such issuance or deemed issuance) so that the number of Class A ordinary shares issuable
upon conversion of all Class B ordinary shares will equal, in the aggregate, on an as-converted basis, approximately 22.74% of the sum
of the total number of all ordinary shares outstanding upon the completion of the IPO plus all Class A ordinary shares and equity-linked
securities issued or deemed issued in connection with the initial Business Combination (excluding any shares or equity-linked securities
issued, or to be issued, to any seller in the initial Business Combination and any private placement-equivalent warrants issued to the
Sponsor or its affiliates upon conversion of loans made to the Company). Holders of Founder Shares may also elect to convert their Class
B ordinary shares into an equal number of Class A ordinary shares, subject to adjustment as provided above, at any time.



Preference
Shares —The Company is authorized to issue 1,000,000 preference shares with such designations, voting and other rights
and preferences as may be determined from time to time by the Company’s board of directors. For the period presented, there were
no preference shares issued or outstanding.



Warrants—The
Public Warrants will become exercisable on the later of (a) 30 days after the completion of a Business Combination or (b) 12
months from the closing of the IPO. No warrants will be exercisable for cash unless the Company has an effective and current registration
statement covering the Class A ordinary shares issuable upon exercise of the warrants and a current prospectus relating to such Class
A ordinary shares. Notwithstanding the foregoing, if a registration statement covering the Class A ordinary shares issuable upon exercise
of the Public Warrants is not effective within a specified period following the consummation of a Business Combination, warrant holders
may, until such time as there is an effective registration statement and during any period when the Company shall have failed to maintain
an effective registration statement, exercise warrants on a cashless basis pursuant to the exemption provided by Section 3(a)(9) of the
Securities Act, provided that such exemption is available. If that exemption, or another exemption, is not available, holders will not
be able to exercise their warrants on a cashless basis.



The Public Warrants will
expire five years after the completion of a Business Combination or earlier upon redemption or liquidation.



Once the warrants
become exercisable, the Company may redeem the Public Warrants:



| | · | in whole and not in part;
| | - | -------------------------



| | · | at a price of $0.01 per warrant;
| | - | --------------------------------



| | · | upon not less than 30 days’ prior written notice of redemption;
| | - | ---------------------------------------------------------------



| | · | if, and only if, the reported last sale price of the Class A ordinary shares equals or exceeds $18.00
per share (as adjusted for stock splits, stock dividends, reorganizations and recapitalizations), for any 20 trading days within a 30
trading day period commencing at any time after the warrants become exercisable and ending on the third business day prior to the notice
of redemption to warrant holders; and
| | - | --------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



| | · | if, and only if, there is a current registration statement in effect with respect to the Class A ordinary
shares underlying the warrants.
| | - | -----------------------------------------------------------------------------------------------------------------------------------------





F-17







If the Company calls the
Public Warrants for redemption, management will have the option to require all holders that wish to exercise the Public Warrants to do
so on a “cashless basis,” as described in the warrant agreement.



The Private Placement Warrants
are identical to the Public Warrants underlying the Units being sold in the IPO, except that the Private Placement Warrants and the Class
A ordinary shares issuable upon the exercise of the Private Placement Warrants will not be transferable, assignable or salable until after
the completion of a Business Combination, subject to certain limited exceptions. Additionally, the Private Placement Warrants are exercisable
for cash or on a cashless basis, at the holder’s option, and be non-redeemable so long as they are held by the initial purchasers
or their permitted transferees. If the Private Placement Warrants are held by someone other than the initial purchasers or their permitted
transferees, the Private Placement Warrants will be redeemable by the Company and exercisable by such holders on the same basis as the
Public Placement Warrants.



The exercise price and number
of Class A ordinary shares issuable on exercise of the warrants may be adjusted in certain circumstances including in the event of a stock
dividend, extraordinary dividend or the Company’s recapitalization, reorganization, merger or consolidation. However, the warrants
will not be adjusted for issuances of Class A ordinary shares at a price below their respective exercise prices. Additionally, in no event
will the Company be required to net cash settle the warrants. If the Company is unable to complete a Business Combination within the Combination
Period and the Company liquidates the funds held in the Trust Account, holders of warrants will not receive any of such funds with respect
to their warrants, nor will they receive any distribution from the Company’s assets held outside of the Trust Account with the respect
to such warrants. Accordingly, the warrants may expire worthless.



In addition, if the Company
issues additional Class A ordinary shares or equity-linked securities for capital raising purposes in connection with the closing of a
Business Combination at an issue price or effective issue price of less than $9.20 per Class A ordinary share (with such issue price or
effective issue price to be determined in good faith by the Company’s board of directors, and in the case of any such issuance to
the Initial Shareholders or their affiliates, without taking into account any Founder Shares held by them prior to such issuance), (y)
the aggregate gross proceeds from such issuances represent more than 60% of the total equity proceeds, and interest thereon, available
for the funding of a Business Combination on the date of the consummation of a Business Combination (net of redemptions), and (z) the
volume weighted average trading price of the Company’s Class A ordinary shares during the 20 trading day period starting on the
trading day prior to the day on which the Company consummates a Business Combination (such price, the “Market Value”) is below
$9.20 per share, the exercise price of the warrants will be adjusted (to the nearest cent) to be equal to 115% of the greater of (i) the
Market Value or (ii) the price at which the Company issues the additional Class A ordinary shares or equity-linked securities.



Note 8 — Fair Value Measurements



The fair value of the Company’s
financial assets and liabilities reflects management’s estimate of amounts that the Company would have received in connection with
the sale of the assets or paid in connection with the transfer of the liabilities in an orderly transaction between market participants
at the measurement date. In connection with measuring the fair value of its assets and liabilities, the Company seeks to maximize the
use of observable inputs (market data obtained from independent sources) and to minimize the use of unobservable inputs (internal assumptions
about how market participants would price assets and liabilities). The following fair value hierarchy is used to classify assets and liabilities
based on the observable inputs and unobservable inputs used in order to value the assets and liabilities:



Level 1:	 Quoted prices
in active markets for identical assets or liabilities. An active market for an asset or liability is a market in which transactions for
the asset or liability occur with sufficient frequency and volume to provide pricing information on an ongoing basis.



Level 2:	 Observable inputs
other than Level 1 inputs. Examples of Level 2 inputs include quoted prices in active markets for similar assets or liabilities and quoted
prices for identical assets or liabilities in markets that are not active.



Level 3:	 Unobservable
inputs based on the Company’s assessment of the assumptions that market participants would use in pricing the asset or liability.





F-18







At September 30, 2023 and
December 31, 2022, there were 13,070,000 warrants outstanding (12,500,000 Public Warrants and 570,000 Private Placement Warrants).



The following table presents
information about the Company’s assets that are measured at fair value on a recurring basis at September 30, 2023 (unaudited) and
December 31, 2022 and indicates the fair value hierarchy of the valuation inputs the Company utilized to determine such fair value.



|                                               |  |               |            |  | Quoted    |   |            | Significant |  |  | Significant  | 
|---------------------------------------------- |  | ------------- | ---------- |  | --------- | - | ---------- | ----------- |  |  | ------------ | 
|                                               |  |               |            |  | Prices    |   |            | Other       |  |  | Other        | 
|                                               |  |               |            |  | in Active |   |            | Observable  |  |  | Unobservable | 
|                                               |  | September 30, |            |  | Markets   |   |            | Inputs      |  |  | Inputs       | 
|Description                                    |  | 2023          |            |  | (Level 1) |   |            | (Level 2)   |  |  | (Level 3)    | 
|Assets:                                        |  |               |            |  |           |   |            |             |  |  |              | 
|Money Market Fund held in Trust Account        |  | $             | 12,518,199 |  |           | $ | 12,518,199 |             |  |  | —            | 
|Liabilities:                                   |  |               |            |  |           |   |            |             |  |  |              | 
|Warrant Liability - Public Warrants            |  | $             | 375,000    |  |           | $ | 375,000    |             |  |  | —            | 
|Warrant Liability - Private Placement Warrants |  | $             | 17,100     |  |           |   | —          |             |  |  | —            | 



|                                               |  |              |             |  | Quoted    |   |             | Significant |  |  | Significant  | 
|---------------------------------------------- |  | ------------ | ----------- |  | --------- | - | ----------- | ----------- |  |  | ------------ | 
|                                               |  |              |             |  | Prices    |   |             | Other       |  |  | Other        | 
|                                               |  |              |             |  | in Active |   |             | Observable  |  |  | Unobservable | 
|                                               |  | December 31, |             |  | Markets   |   |             | Inputs      |  |  | Inputs       | 
|Description                                    |  | 2022         |             |  | (Level 1) |   |             | (Level 2)   |  |  | (Level 3)    | 
|Assets:                                        |  |              |             |  |           |   |             |             |  |  |              | 
|Money Market Fund held in Trust Account        |  | $            | 257,725,405 |  |           | $ | 257,725,405 |             |  |  | —            | 
|Liabilities:                                   |  |              |             |  |           |   |             |             |  |  |              | 
|Warrant Liability - Public Warrants            |  | $            | 625,000     |  |           | $ | 625,000     |             |  |  | —            | 
|Warrant Liability - Private Placement Warrants |  | $            | 28,500      |  |           |   | —           |             |  |  | —            | 



The Company utilizes a Black-Scholes
simulation model to value the warrants at each reporting period, with changes in fair value recognized in the statement of operations.
The estimated fair value of the warrant liability is determined using Level 3 inputs. Inherent in a Black-Scholes pricing model are assumptions
related to expected share-price volatility, expected life, risk-free interest rate and dividend yield. The Company estimates the volatility
of its ordinary shares based on industry historical volatility that matches the expected remaining life of the warrants. The risk-free
interest rate is based on the U.S. Treasury zero-coupon yield curve on the grant date for a maturity similar to the expected remaining
life of the warrants. The expected life of the warrants is assumed to be equivalent to their remaining contractual term. The dividend
rate is based on the historical rate, which the Company anticipates to remain at zero.



The following table provides
quantitative information regarding Level 3 fair value measurements at September 30, 2023 (unaudited) and December 31, 2022:



|               |  | September 30, 2023 |       |   | December 31, 2022 |  
|-------------- |  | ------------------ | ----- | - | ----------------- | -
|Share Price    |  | $                  | 11.25 |   |                   | $
|Exercise Price |  | $                  | 11.50 |   |                   | $
|Term (years)   |  |                    | 5.31  |   |                   |  
|Volatility     |  |                    | 6.2   | % |                   |  
|Risk Free Rate |  |                    | 4.50  | % |                   |  
|Dividend Yield |  |                    | 0.00  | % |                   |  





F-19







At September 30, 2023, the
fair value of the Public Warrants and Private Placement Warrants was $0.03. At December 31, 2022, the fair value of the Public Warrants
and Private Placement Warrants was $0.05.



The following table presents
the changes in the fair value of Level 3 warrant liabilities:



|                                                |  | Private Placement |        
|----------------------------------------------- |  | ----------------- | -------
|                                                |  | Warrants          |        
|Fair value as of December 31, 2022              |  | $                 | 28,500 
|Change in fair value                            |  |                   | (11,400
|Fair value as of March 31, 2023 (unaudited)     |  | $                 | 17,100 
|Change in fair value                            |  |                   | (11,400
|Fair value as of June 30, 2023 (unaudited)      |  | $                 | 5,700  
|Change in fair value                            |  |                   | 11,400 
|Fair value as of September 30, 2023 (unaudited) |  | $                 | 17,100 



There were no transfers in
or out of Level 3 from other levels in the fair value hierarchy for the nine months ended September 30, 2023.



Note 9 — Subsequent Events



The Company has evaluated
subsequent events through the date these financial statements were available for issuance and determined that other than the items disclosed
below, there were no subsequent events that would require adjustment or disclosure.



On October 20, 2023, the
Sponsor, holding all of the issued and outstanding Class B ordinary shares of the Company elected to convert its Class B ordinary shares
into Class A ordinary shares of the Company on a one-for-one basis (the “Conversion”). As a result, 6,535,000 of the Company’s
Class B ordinary shares were cancelled and 6,535,000 Class A ordinary shares of the Company were issued to the Sponsor. The Sponsor agreed
that all of the terms and conditions applicable to the Founder Shares set forth in the Letter Agreement, dated October 19, 2021, by and
among the Company, its officers, its directors and the Sponsor (the “Letter Agreement”), shall continue to apply to the Class
A Shares into which the Founder Shares converted, including the voting agreement, transfer restrictions and waiver of any right, title,
interest or claim of any kind to the Trust Account (as defined in the Letter Agreement) or any monies or other assets held therein.





F-20















Psyence Biomed Corp.



Carve-Out Unaudited Condensed Consolidated Interim
Financial Statements



For the three and six months ended September 30,
2023



Expressed in Canadian Dollars



(CAD $)





F-21









PSYENCE BIOMED CORP.

Carve-Out Condensed Consolidated
Interim Financial Statements (unaudited)



Management's Responsibility for Financial
Reporting



The accompanying carve-out unaudited condensed
consolidated interim financial statements of the Company have been prepared by management in accordance with International Financial Reporting
Standards. These carve-out financial statements contain estimates based on management’s judgment. Management maintains an appropriate
system of internal controls to provide reasonable assurance that transactions are authorized, assets safeguarded, and proper records maintained.



The Audit Committee of the Board of Directors
reviews the results of the audit and the carve-out condensed consolidated interim financial statements prior to submitting the carve-out
condensed consolidated interim financial statements to the Board for approval.



“Dr. Neil Maresky”



___________________



Chief Executive Officer



Toronto, Canada

January 31, 2024





F-22







PSYENCE BIOMED CORP.

Carve-Out Condensed Consolidated
Interim Financial Statements (unaudited)



Carve-Out Condensed Consolidated Interim
Statements of Financial Position



As at September 30, 2023 and March 31,
2023



|CAD $                                       |  | Note |  |  | As at September 30, 2023 |            |   | As at  March 31, 2023 | 
|------------------------------------------- |  | ---- |  |  | ------------------------ | ---------- | - | --------------------- | 
|ASSETS                                      |  |      |  |  |                          |            |   |                       | 
|Current assets                              |  |      |  |  |                          |            |   |                       | 
|Cash and cash equivalents                   |  | 5    |  |  |                          | 818,609    |   |                       | 
|Restricted cash                             |  | 5    |  |  |                          | 40,000     |   |                       | 
|Other receivables                           |  |      |  |  |                          | 25,400     |   |                       | 
|Prepaids                                    |  |      |  |  |                          | 20,982     |   |                       | 
|Total current assets                        |  |      |  |  |                          | 904,991    |   |                       | 
|TOTAL ASSETS                                |  |      |  |  |                          | 904,991    |   |                       | 
|LIABILITIES                                 |  |      |  |  |                          |            |   |                       | 
|Current liabilities                         |  |      |  |  |                          |            |   |                       | 
|Accounts payable and accrued liabilities    |  | 6    |  |  |                          | 1,237,068  |   |                       | 
|Loan payable                                |  | 10   |  |  |                          | 996,495    |   |                       | 
|Total current liabilities                   |  |      |  |  |                          | 2,233,563  |   |                       | 
|TOTAL LIABILITIES                           |  |      |  |  |                          | 2,233,563  |   |                       | 
|EQUITY                                      |  |      |  |  |                          |            |   |                       | 
|Net parent investment                       |  |      |  |  |                          | (1,328,572 | ) |                       | 
|NET PARENT INVESTMENT                       |  |      |  |  |                          | (1,328,572 | ) |                       | 
|TOTAL
LIABILITIES AND NET PARENT INVESTMENT |  |      |  |  |                          | 904,991    |   |                       | 



Nature of operations and going concern (note 1)



Approved on behalf of Board of Directors



|“Dr. Neil Maresky”                   |  | “Jody Aufrichtig”              
|------------------------------------ |  | -------------------------------
|Chief Executive Officer and Director |  | Executive Chairman and Director



The accompanying notes are an integral part
of the Carve-Out Condensed Consolidated Interim Financial Statements





F-23







PSYENCE BIOMED CORP.

Carve-Out Condensed Consolidated
Interim Financial Statements (unaudited)



Carve-Out Condensed Consolidated Interim
Statements of Net Loss and Comprehensive Loss



For the three and six months ended September 30,
2023 and September 30, 2022





|CAD $                                 |  | Note |  | Three months
ending
September 30, 2023 |   |  | Three months
ending
September 30, 2022 |   |  | Six months
ending
September 30, 2023 |  |  | Six months
ending
September 30, 2022 |  
|------------------------------------- |  | ---- |  | -------------------------------------- | - |  | -------------------------------------- | - |  | ------------------------------------ |  |  | ------------------------------------ | -
|Expenses                              |  |      |  |                                        |   |  |                                        |   |  |                                      |  |  |                                      |  
|Sales and marketing                   |  |      |  | 1,471                                  |   |  | -                                      |   |  | 2,848                                |  |  | -                                    |  
|Research and development              |  |      |  | (11,454                                | ) |  | 2,533                                  |   |  | 1,062,212                            |  |  | 207,446                              |  
|General and administrative            |  |      |  | (21,627                                | ) |  | 102,912                                |   |  | 114,845                              |  |  | 222,825                              |  
|Professional fees and consulting fees |  |      |  | 267,918                                |   |  | 228,242                                |   |  | 784,375                              |  |  | 441,219                              |  
|Foreign exchange loss                 |  |      |  | 141,626                                |   |  | 2,005                                  |   |  | 154,927                              |  |  | 3,731                                |  
|Interest Expense/(Income)             |  |      |  | 37,474                                 |   |  | (1,090                                 | ) |  | 36,805                               |  |  | (1,298                               | )
|NET LOSS                              |  | 10   |  | 426,862                                |   |  | 334,602                                |   |  | 2,156,012                            |  |  | 873,923                              |  
|TOTAL COMPREHENSIVE LOSS              |  |      |  | 426,862                                |   |  | 334,602                                |   |  | 2,156,012                            |  |  | 873,923                              |  



The accompanying notes are an integral part
of the Carve-Out Condensed Consolidated Interim Financial Statements





F-24







PSYENCE BIOMED CORP.

Carve-Out Condensed Consolidated
Interim Financial Statements (unaudited)



Carve-Out
Condensed Consolidated Statements of Changes in Net Parent Investment



For the periods ended September 30, 2023 and September 30,
2022



|                                              | Note |  | Net parent investment |           
|--------------------------------------------- | ---- |  | --------------------- | ----------
|Opening balance as at April 1, 2022           |      |  |                       | 2,122,696 
|Net investment returned to parent in the year |      |  |                       | (1,237,340
|Net loss                                      |      |  |                       | (873,923  
|Balance, September 30, 2022                   |      |  |                       | 11,433    
|                                              |      |  |                       |           
|Opening balance as at April 1, 2023           |      |  |                       | (271,275  
|Net investment by parent in the year          |      |  |                       | 1,098,715 
|Net loss                                      |      |  |                       | (2,156,012
|Balance, September 30, 2023                   |      |  |                       | (1,328,572





The accompanying notes are an integral part
of the Carve-Out Condensed Consolidated Interim Financial Statements



F-25







PSYENCE BIOMED CORP.

Carve-Out Condensed Consolidated
Interim Financial Statements (unaudited)



Carve-Out
Condensed Consolidated Statements of Cash Flows



For the six months period ended September 30, 2023 and
September 30, 2022



|                                                  |  | Note |  |  | Six months
ended
September 30, 2023 |            |   | Six months
ended
September 30, 2022 | 
|------------------------------------------------- |  | ---- |  |  | ----------------------------------- | ---------- | - | ----------------------------------- | 
|Net loss                                          |  |      |  |  |                                     | (2,156,012 | ) |                                     | 
|Non-cash adjustment:                              |  |      |  |  |                                     |            |   |                                     | 
|Share based compensation                          |  | 11   |  |  |                                     | (54,625    | ) |                                     | 
|                                                  |  |      |  |  |                                     |            |   |                                     | 
|Changes in working capital:                       |  |      |  |  |                                     |            |   |                                     | 
|Other receivables                                 |  |      |  |  |                                     | 176,750    |   |                                     | 
|Prepaids                                          |  |      |  |  |                                     | 83,294     |   |                                     | 
|Accounts payable and accrued liabilities          |  | 6    |  |  |                                     | (189,904   | ) |                                     | 
|Cash used in operating activities                 |  |      |  |  |                                     | (2,140,497 | ) |                                     | 
|                                                  |  |      |  |  |                                     |            |   |                                     | 
|Increase in restricted cash                       |  | 5    |  |  |                                     | -          |   |                                     | 
|Cash used in investing activities                 |  |      |  |  |                                     | -          |   |                                     | 
|                                                  |  |      |  |  |                                     |            |   |                                     | 
|Amounts advanced from/(to) parent                 |  |      |  |  |                                     | 193,810    |   |                                     | 
|Proceeds received from loan                       |  |      |  |  |                                     | 959,530    |   |                                     | 
|Cash provided from/(used in) financing activities |  |      |  |  |                                     | 1,153,340  |   |                                     | 
|                                                  |  |      |  |  |                                     |            |   |                                     | 
|Change in cash and cash equivalents               |  |      |  |  |                                     | (987,157   | ) |                                     | 
|Cash and cash equivalents, beginning of period    |  |      |  |  |                                     | 1,805,766  |   |                                     | 
|Cash and cash equivalents, end of period          |  |      |  |  |                                     | 818,609    |   |                                     | 



The accompanying notes are an integral part
of the Carve-Out Condensed Consolidated Interim Financial Statements





F-26







PSYENCE BIOMED CORP.

Carve-Out Condensed Consolidated
Interim Financial Statements (unaudited)



Notes to the
Carve-Out Condensed Consolidated Interim Financial Statements



1. Nature of operations and going concern



Psyence Biomed Corp.
(the “Company” or “PBC”)is a life science biotechnology company owned by Psyence Group Inc.
(“Psyence Group”). It is pioneering the use of natural psychedelics in the treatment of psychological trauma and mental
health disorders. It was incorporated under the laws of the province of British Columbia, Canada on May 21, 2020. The Company’s
registered office is at 121 Richmond Street West, PH Suite 1300, Toronto, Ontario M5H 2K1.



The Company is currently conducting clinical trials
to evaluate the safety and effectiveness of natural psilocybin in treating adjustment disorder in patients with an incurable cancer diagnosis
in a palliative care context (the “Clinical Trials”).



The UK Medicines and Healthcare products Regulatory
Agency (MHRA) granted full approval for the Company’s Stage I clinical study, including ethics review board approval, on September 15,
2022.



In January 2023, the Company signed a letter
of intent with iNGENū Pty Ltd to conduct a Phase IIb study in Australia to further develop the Company’s licensed natural
psilocybin drug product. The study will evaluate the safety and efficacy of psilocybin-assisted psychotherapy versus psychotherapy alone
for the treatment of adjustment disorder due to an incurable cancer diagnosis in a palliative care context.



Over 75 patients will participate in the study,
which will use FDA-recommended primary endpoints. The investigational product will be the proprietary botanical drug candidate PEX010
sourced from Filament Health Corp. Upon successful completion of the study, Psyence intends to conduct a multinational Phase III registrational
study.



On February 15, 2023, the Company incorporated
a wholly-owned subsidiary by the name of Psyence Australia Pty Ltd., registered in Victoria, Australia.



On January 9, 2023 Psyence Group announced
that it had entered into a definitive business combination agreement (the “Business Combination Agreement”) with Newcourt
Acquisition Corp (NASDAQ: NCAC), a special purpose acquisition company (“SPAC”) formed for the purpose of acquiring
or merging with one or more businesses (“Newcourt”). Newcourt has entered into the Business Combination Agreement with
the Company, in order to create a public company leveraging natural psilocybin in the treatment of palliative care (the “Pubco”).



The transaction is anticipated to conclude early
in 2024, with the Pubco to go public. The transaction is expected to be completed by the Company acquiring the SPAC through the merger
of the SPAC with a subsidiary of PBC. As a consequence of the transaction, the SPAC will become a wholly-owned subsidiary of PBC, the
SPAC shareholders will become shareholders of PBC, and PBC would complete filings to become a public company in the United States in which
Psyence Group would retain a significant ownership stake. The actual level of Psyence Group ownership of PBC upon conclusion of the Business
Combination will depend on the ultimate size of the PIPE financing the SPAC intends to complete in conjunction with the Business Combination,
the extent of redemptions by SPAC shareholders and the impact of such redemptions on the SPAC shareholder base.



The purpose of these carve-out condensed consolidated
interim financial statements (the “Financial Statements”) is to provide historical financial information of PBC, to reflect
PBC as if it had been operating separately from Psyence Group and its subsidiaries that do not partake in the Clinical Trials. The Financial
Statements have been prepared on a “carve-out basis” from the consolidated financial statements of Psyence Group Inc. for
the purposes of presenting the financial position, results of operations and cash flows of the Company and investments and operations
relevant to the Clinical Trials on a stand-alone basis.



These Financial Statements are prepared on a going
concern basis, which contemplates that the Company will continue in operation for the foreseeable future and will be able to realize its
assets and discharge its liabilities in the normal course of business. During the period ended September 30, 2023, the Company incurred
a net loss and comprehensive loss of $2,156,012 (Period ended September 30, 2022: $873,923) and the Company has no sources of revenue.
The ability of the Company to continue operations is dependent on the Company’s ability to raise additional financing. There is
no certainty that additional financing at terms that are acceptable will be available, and an inability to obtain financing would have
a direct impact on the Company’s ability to continue as a going concern. These conditions indicate a material uncertainty that cast
substantial doubt on the Company’s ability to continue as a going concern.



These Financial Statements do not reflect the
adjustments to the carrying values and classifications of assets and liabilities that would be necessary if the Company were unable to
realize its assets and settle its liabilities as a going concern in the normal course of operations. Such adjustments could be material.





F-27







PSYENCE BIOMED CORP.

Carve-Out Condensed Consolidated
Interim Financial Statements (unaudited)



2. Basis of presentation



Statement of compliance



The Financial Statements of the Company have been
prepared using accounting policies in compliance with International Financial Reporting Standards (“IFRS”) issued by
the International Accounting Standards Board (“IASB”).



The Financial Statements were authorized for issue
on January 31, 2024 by the directors of the Company.



Carve-Out Condensed Consolidated Interim
Statements of Financial Position



The carve-out condensed consolidated interim statements
of financial position include the assets and liabilities that are the Clinical Trial related assets and liabilities, which have been determined
in the following manner:



| | · | Cash is comprised of cash and cash equivalents which the Company utilizes for working capital purposes.
| | - | -------------------------------------------------------------------------------------------------------



| | · | Restricted cash is held in a guaranteed investment certificate with a bank as collateral for a credit facility agreement.
| | - | -------------------------------------------------------------------------------------------------------------------------



| | · | Other receivables are comprised of sales tax receivable from the Canadian Revenue Agency and the Australian Taxation Office.
| | - | ----------------------------------------------------------------------------------------------------------------------------



| | · | Prepaids consists of a research report retainer and accounting fees prepaid.
| | - | ----------------------------------------------------------------------------



| | · | Accounts payable and accrued liabilities consists of audit, consulting fees and legal fees related to the Company and its Clinical
Trials.
| | - | ------------------------------------------------------------------------------------------------------------------------------------------



| | · | Investments in subsidiaries and joint ventures of the Company that do not contain Clinical Trial related assets and liabilities have
been excluded.
| | - | ---------------------------------------------------------------------------------------------------------------------------------------------------



Carve-Out Condensed Consolidated Interim
Statements of Net Loss and Comprehensive Loss



| | · | The carve-out condensed consolidated interim statements of net loss and comprehensive loss include operating expenses that are
                                                                                                                                                                related to the Company and its Clinical Trials.
| | - | ----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



| | · | Psyence Group issued share-based compensation which has been included in the Company’s carve-out condensed consolidated statements of net loss and comprehensive loss based on the proportionate share of services received by the Company from the holder.
| | - | -----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



Basis of consolidation



These Financial Statement incorporate the accounts
of PBC and its subsidiaries relevant to the Clinical Trials. A subsidiary is an entity controlled by PBC and its results are consolidated
into the financial results of the Company from the effective date of control up to the effective date of loss of control.



Control exists when an investor is exposed, or
has the rights, to variable returns from the involvement with the investee and has liability to affect those returns through its power
over the investee.





F-28







PSYENCE BIOMED CORP.

Carve-Out Condensed Consolidated
Interim Financial Statements (unaudited)



The subsidiaries of PBC relevant to the Clinical
Trials that have been consolidated for the purpose of these Financial Statements are as follows:



|Name of entity             |  | Place of incorporation |           |  | % ownership |  |     | Accounting method
|-------------------------- |  | ---------------------- | --------- |  | ----------- |  | --- | -----------------
|Psyence Australia Pty Ltd. |  |                        | Australia |  |             |  | 100 | %                



Inter-company balances and transactions are eliminated
upon consolidation.



Basis of measurement



These Financial Statements have been prepared
on an accrual basis, are based on historical costs and are presented in Canadian dollars, unless otherwise noted.



Functional and presentation currency



These Financial Statements are presented in Canadian
Dollars (“CAD $”), which is also PBC’s functional currency. The functional currency of Psyence Australia
Pty Ltd. is determined to be United States Dollars (“USD”).



3. Significant accounting policies



IFRS 9 Financial instruments



The Company recognizes a financial asset or a
financial liability when, and only when, it becomes a party to the contractual provisions of the instrument. Such financial assets or
financial liabilities are initially recognized at fair value plus or minus transaction costs that are directly attributable to the acquisition
or issue of financial instruments that are not classified as fair value through profit or loss.



The classification and measurement approach for
financial assets reflect the business model in which assets are managed and their cash flow characteristics. Financial assets are classified
and measured based on these categories: amortized cost, fair value through other comprehensive income (“FVOCI”) and
fair value through profit and loss (“FVTPL”). Financial assets are not reclassified subsequent to their initial recognition
unless the Company identifies changes in its business model in managing financial assets.



A financial asset is measured at amortized cost
if it meets both of the following conditions and is not designated as FVTPL:



| | · | The financial asset is held within a business
model whose objective is to hold assets in order to collect contractual cash flows; and
| | - | -------------------------------------------------------------------------------------------------------------------------------------



| | · | The contractual terms of the financial asset
give rise on specified dates to cash flows that are solely payments of principal and interest on the principal amount outstanding.
| | - | -------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



On initial recognition of an equity investment
that is not held for trading, the Company may irrevocably elect to measure the investment at FVOCI whereby changes in the investment’s
fair value (realized and unrealized) will be recognized permanently in OCI with no reclassification to profit or loss. The election is
made on an investment-by-investment basis.



A financial asset shall be measured at FVTPL unless
it is measured at amortized cost or at FVOCI.



Financial liabilities are classified and measured based on two categories
 – amortized cost or FVTPL:



Amortized cost



Financial liabilities are classified as measured
at amortized cost unless they fall into one of the following categories: financial liabilities at FVTPL, financial liabilities that arise
when a transfer of a financial asset does not qualify for derecognition, financial guarantee contracts, commitments to provide a loan
at a below-market interest rate, or contingent consideration recognized by an acquirer in a business combination.





F-29







PSYENCE BIOMED CORP.

Carve-Out Condensed Consolidated
Interim Financial Statements (unaudited)



FVTPL



Financial liabilities are classified as FVTPL
if they fall into one of the five exemptions detailed above.



Classification and measurement of the financial
instruments is as follows:





|Financial instrument                     |  | Classification
|---------------------------------------- |  | --------------
|                                         |  |               
|Cash and cash equivalents                |  | Amortized cost
|Restricted cash                          |  | Amortized cost
|Accounts payable and accrued liabilities |  | Amortized cost
|Loan payable                             |  | Amortized cost





Under IFRS 9, the Company applies a forward-looking
expected credit loss (“ECL”) model, at each balance sheet date, to financial assets measured at amortized cost or those
measured at FVOCI, except for investments in equity instruments.



The three-stage approach to recognizing ECL under
IFRS 9 is intended to reflect the increase in credit risk of a financial instrument and are:



| | · | Stage 1 is comprised of all financial instruments
that have not had a significant increase in credit risk since initial recognition or that have low credit risk at the reporting date.
The Company recognizes an impairment loss for those financial instruments at an amount equal to the twelve-month expected credit loss
following the balance sheet date.
| | - | ---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
| |   |                                                                                                                                                                                                                                                                                                                                                                

| | · | Stage 2 is comprised of all financial instruments
that have had a significant increase in credit risk since initial recognition but that do not have objective evidence of a credit loss
event. The Company recognizes an impairment loss for those financial instruments at an amount equal to the lifetime expected credit losses.
| | - | ------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
| |   |                                                                                                                                                                                                                                                                                                                                     

| | · | Stage 3 is comprised of all financial instruments
that have objective evidence of impairment at the reporting date. The Company recognizes an impairment loss for those financial instruments
at an amount equal to the lifetime expected credit losses.
| | - | --------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



Impairment losses are recorded in the carve-out
statements of net loss and comprehensive loss with the carrying amount of the financial assets reduced through the use of impairment allowance
accounts.



The Company reverses impairment losses on financial
assets carried at amortized cost when the decrease in impairment can be objectively related to an event occurring after the impairment
loss was initially recognized.



Cash and cash equivalents



Cash and cash equivalents include cash on hand
and, when applicable, short-term, highly liquid deposits which are either cashable or with original maturities of less than three months
at the date of their acquisition.



Related party transactions



Parties are considered to be related if one party
has the ability, directly or indirectly, to control the other party in making financial and operating decisions. Parties are also considered
to be related if they are subject to common control. Related parties may be individuals or entities. A transaction is considered to be
a related party transaction when there is transfer of resources or obligations between related parties.



Provisions



Provisions are recognized when the Company has
a present obligation, legal or constructive as a result of a previous event, if it is probable that the Company will be required to settle
the obligation and a reliable estimate can be made of the obligation. The amount recognized is the best estimate of the expenditure required
to settle the present obligation at the end of the reporting period, taking into account the risks and uncertainties surrounding the obligations.
Provisions are reviewed at the end of each reporting period and adjusted to reflect the current best estimate of the expected future cash
flows.



Net parent investment



The net parent investment represents the net financings
that the Company received from Psyence Group to fund its operations through contributions to the Clinical Trials, cash extended to the
Company's subsidiaries and joint ventures that were not related to the Clinical Trials, and the net effect of cost allocations from transactions
with Psyence Group, all of which did not require repayments.





F-30







PSYENCE BIOMED CORP.

Carve-Out Condensed Consolidated
Interim Financial Statements (unaudited)



Research and development



Expenditures on research
activities, undertaken with the prospect of gaining new scientific or technical knowledge and understanding, are recognized in the carve-out
statements of net loss and comprehensive loss as incurred.



Development expenditures are capitalized only
if development costs can be measured reliably, the product or process is technically and commercially feasible, future economic benefits
are probable, and the Company intends to complete development and has sufficient resources to complete development and to use or sell
the asset. Other development expenditures are expensed as incurred. Research and development expenses include all direct and indirect
operating expenses supporting the products in development. The costs incurred in establishing and maintaining patents are expensed as
incurred.



Foreign currency translation



The Financial Statements are presented in CAD
$ which is PBC’s functional currency. The functional currency of its subsidiary consolidated within these Financial Statements is
USD.



In each individual entity, a foreign currency
transaction is initially recorded in the functional currency of the entity, by applying the exchange rate between the functional currency
and the foreign currency at the date of the transaction.



At the end of the reporting period, monetary assets
and liabilities of the Company which are denominated in foreign currencies are translated at the period-end exchange rate. Non-monetary
assets and liabilities are translated at rates in effect at the date the assets were acquired, and liabilities incurred.



The resulting exchange gains or losses arising
on the settlement of monetary items or on translating monetary items at rates different from those at which they were translated on initial
recognition, are included in profit or loss in the period in which they arise.



For the purpose of presenting these Financial
Statements, the assets and liabilities of the subsidiary are translated into CAD $ at the exchange rates prevailing at the end of the
reporting period. Income and expenses are translated at the average rates for the period. Exchange differences arising are recognized
in net parent investment.



4. Critical accounting estimates and judgements



The preparation of financial statements in conformity
with IFRS requires management to make certain estimates, judgments and assumptions concerning the future. Actual results may differ from
these estimates. The Company’s management reviews these estimates, judgments, and assumptions on an ongoing basis, based on experience
and other factors, including expectations of future events that are believed to be reasonable under the circumstances. Revisions to estimates
are adjusted prospectively in the period in which the estimates are revised. The following are deemed to be critical accounting policies
by as these require a high level of subjectivity and judgement and could have a material impact on PBC’s financial statements.



Going concern



These Financial Statements have been prepared
on the assumption that the Company will continue as a going concern, meaning it will continue in operation for the foreseeable future
and will be able to realize assets and discharge liabilities in the ordinary course of operations.



Management routinely plans future activities including
forecasting future cash flows and forming judgements collectively with directors of the Company.



Judgement is required in determining if the Company's
has sufficient cash reserves, together with all other available information, to continue as a going concern for a period of at least twelve
months.



As at September 30, 2023 the Company has
concluded that a material uncertainty exists that casts significant doubt about the Company’s ability to continue as a going concern.





F-31







PSYENCE BIOMED CORP.

Carve-Out Condensed Consolidated
Interim Financial Statements (unaudited)



Contingencies



From time to time, the Company is named as a party
to claims or involved in proceedings, including legal, regulatory and tax related, in the ordinary course of its business. While the outcome
of these matters may not be estimable at the reporting date, the Company makes provisions, where possible, for the estimated outcome of
such claims or proceedings. Should a loss result from the resolution of any claims or proceedings that differs from these estimates, the
difference will be accounted for as a charge to profit or loss in that period. The actual results may vary and may cause significant adjustments.



Share based compensation



The allocation of the expenses associated with
the options and warrants granted by Psyence Group to the Company is based on the proportion of services received from the employees and
consultants who have been granted the options. However, determining the proportion of services received by the Company involves judgment.
Additionally, estimating the fair value for share-based payment transactions requires judgement in determining the most appropriate valuation
model, which is dependent on the terms and conditions of the grant. This also requires estimation of the most appropriate inputs to the
valuation model including the expected life of the share option or warrant, volatility, dividend yield and share price.



5. Cash, restricted cash and cash equivalents



Cash and cash equivalents include the following
amounts:



|                                            |  | September 30, 2023 |         | March 31, 2023
|------------------------------------------- |  | ------------------ | ------- | --------------
|Unrestricted cash held with chartered banks |  |                    | 813,382 |               
|Held in trust for brokerage account         |  |                    | 5,227   |               
|Restricted Cash                             |  |                    | 40,000  |               
|Total                                       |  |                    | 858,609 |               



| | · | an amount held in trust by a brokerage firm as
security for foreign currency exchanges;
| | - | ---------------------------------------------------------------------------------------

| | · | unrestricted cash held with chartered banks and
| | - | -----------------------------------------------

| | · | the Company entered into a cash collateral agreement
with a major chartered bank in Canada with regards to a credit facility against which the Company deposited $40,000 in a guaranteed investment
certificate with the bank. Amounts are held in restricted cash on the carve-out statements of financial position.
| | - | ---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



6. Accounts payable and accrued liabilities



Accounts payable and accrued liabilities include
the following amounts:



|                    |  | September 30, 2023 |           | March 31, 2023
|------------------- |  | ------------------ | --------- | --------------
|Trade payables      |  |                    | 1,994,702 |               
|Accrued liabilities |  |                    | 238,861   |               
|Total               |  |                    | 2,233,563 |               



7. Capital management



The Company manages its cash and net parent investment
as capital. The Company’s objectives when managing capital are to safeguard the Company’s ability to continue as a going concern
in order to pursue the development of natural health business, to maintain a flexible capital structure which optimizes the cost of capital
at an acceptable risk level.





F-32







PSYENCE BIOMED CORP.

Carve-Out Condensed Consolidated
Interim Financial Statements (unaudited)



The Company manages its capital structure and
makes adjustments to it in light of changes in economic conditions and the risk characteristics of the underlying assets. To maintain
or adjust its capital structure, the Company may obtain additional funding from its parent, issue new debt, acquire or dispose of assets
or adjust the amount of cash and cash equivalents on hand.



In order to facilitate the management of its capital
requirements, the Company prepares annual budgets that are updated as necessary depending on various factors, including successful capital
deployment and general industry conditions. The annual and updated budgets are approved by the Board of Directors.



Management considers its approach to capital management
to be appropriate given the relative size of the Company. There were no changes in the Company’s approach to capital management
during the year.



8. Transactions with related parties



All related party transactions are measured at
the exchange amount, which is the amount of consideration established and agreed to by the related parties. All amounts either due from
or due to related parties other than specifically disclosed are non-interest bearing, unsecured and have no fixed terms of repayments.
The Company incurred the following transactions with related parties during the periods ended September 30, 2023 and September 30,
2022:



Compensation to key management personnel



Key management personnel are those persons having
authority and responsibility for planning, directing and controlling the activities of the Company, directly or indirectly. Key management
personnel include the Company’s executive officers and Board of Directors.





|Key Management Personnel |  | September 30,
2023 |         | September 30,
2022
|------------------------ |  | ------------------ | ------- | ------------------
|Short term benefits      |  |                    | 251,514 |                   
|Total                    |  |                    | 251,514 |                   



Short term benefits consist of consulting fees,
payroll and other benefits paid to key management personnel.



9. Net Parent Investment



As at September 30,
2023 the Company had inter-company loans of $6,805,885 (March 31, 2023 - $6,612,075) to Psyence Group, which it received in order
to fund its operations. The loans are non-interest bearing and repayable on demand.



10. Loan payable



On August 21, 2023 the Company entered into
a loan agreement (the “Loan Agreement”) via its Australian subsidiary Psyence Australia (Pty) Ltd (the “Borrower”),
to borrow up to AUD$1,100,000 by way of a secured loan (the “Loan”) from RH Capital Finance Co., LLC. The Loan is secured
by way of a General Security Agreement and parent company guarantee against the assets of the Borrower and the Company. The loan was granted
to the Borrower after it successfully registered its research and development activities with the Australian Federal Government. The Borrower
benefits from the Australian Federal Government’s Research & Development tax incentive program, which provides up to a
43.5% rebate on research and development expenses in Australia. The Loan bears interest at 16% per annum subject to a minimum interest
chargeable period of 91 days, and is repayable at the earlier of: (a) 21 business days after the notice of assessment (in respect
of R&D refunds) is issued by the Australian Taxation Office to the Borrower for the financial year ended June 30, 2023 (b) an
event of default and (c) 30 November 2023.



$37,615 in interest expense was incurred during
the six months ended September 30, 2023. The loan and all outstanding interest was repaid after quarter end after the Australian
Taxation Office refunded 43.5% of expenditure incurred on research and development in Australia.





F-33







PSYENCE BIOMED CORP.

Carve-Out Condensed Consolidated
Interim Financial Statements (unaudited)



11. Share based compensation



During the period ended September 30, 2023, $54,625
was reversed due to voluntary cancelled options (Period ended September 30, 2022 - $0 was recognized) for options and restricted stock
units (“RSU’s”) granted by Psyence Group under professional fees and consulting expenses and general and administrative
expenses on the carve-out condensed consolidated intereim statements of net loss and comprehensive loss.



Options and RSUs granted were subject to various time-based vesting
terms. This allocation was based on services received from consultants and employees who were granted options in Psyence Group.



12. Financial instruments and financial risk
management



In the normal course of business, the Company
is exposed to a variety of financial risks: credit risk, liquidity risk, foreign exchange risk and interest rate risk. These financial
risks are subject to normal credit standards, financial controls, risk management as well as monitoring. The Company’s Board of
Directors has overall responsibility for the establishment and oversight of the Company’s risk management framework.



Credit risk



Credit risk arises from cash and cash equivalents
held with banks. The maximum exposure to credit risk is equal to the carrying value of the financial assets. The objective of managing
counterparty credit risk is to prevent losses on financial assets. The Company minimizes the credit risk of cash and cash equivalents
by depositing with only reputable financial institutions.



Liquidity risk



Liquidity risk is the risk that the Company will
not be able to meet its financial obligations as they fall due.



The Company manages liquidity risk through an
ongoing review of future commitments and cash balances available. Historically, the Company’s main source of funding has been through
investments from its parent. The Company’s access to financing is always uncertain. There can be no assurance of continued access
to significant equity or debt funding.



Interest rate risk



Interest rate risk is the risk that the fair value
of future cash flows of a financial instrument will fluctuate because of changes in market interest rates. The Company has no significant
interest-bearing assets or liabilities and therefore its income and operating cash flows are substantially independent of changes in market
interest rates.



Foreign exchange risk



Foreign currency risk is the risk that the fair
values of future cash flows of a financial instrument will fluctuate because they are denominated in currencies that differ from the respective
functional currency.



As at September 30, 2023, a 10% fluctuation
in foreign exchange rates would result in a $110,468 impact to profit or loss.



13. Subsequent Events



The loan agreement with RH Capital Finance Co.,
LLC was repaid in full on October 5, 2023 when the Company received the research and development rebate of AUD $1,336,622 ($1,165,935)
from the Australian Taxation office which was utilised to settle the loan payable.



On January 25, 2024 (the “Closing Date”), Psyence Biomedical
Ltd., a corporation organized under the laws of Ontario, Canada (“Psyence Biomedical”), 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 Psyence Biomedical, Newcourt, Newcourt SPAC Sponsor LLC, a Delaware limited liability company (“Sponsor”),
Psyence Group, a corporation organized under the laws of Ontario, Canada, Psyence (Cayman) Merger Sub, a Cayman Islands exempted company
and a direct and wholly owned subsidiary of Pubco (“Merger Sub”), the Company, and Psyence Biomed II Corp., a corporation
organized under the laws of Ontario, Canada (“Psyence II”).



Prior to the execution of the BCA, Psyence Group
formed Psyence II and Psyence Biomedical as wholly owned subsidiaries, and prior to the Closing, Psyence Group and the Company were amalgamated.
Thereafter, Psyence Group transferred the shares of Psyence Australia Pty Ltd. and its related business assets that were previously owned
by the Company 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”):



| | · | Psyence Group contributed Psyence II to the Psyence Biomedical
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 Psyence Biomedical (“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 Psyence Biomedical Common Share (the “Company Psyence
Biomedical 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, Psyence Group, the Company 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, Psyence Biomedical entered into a securities purchase agreement (the “Securities Purchase Agreement”) by and
among (i) Psyence Biomedical, (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 Psyence Biomedical 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.



The transaction concluded on January 25, 2024,
with the closing of the BCA, and with the Pubco went public on January 26, 2024. The transaction was completed by Psyence Biomedical acquiring
the SPAC through the merger of the SPAC with the Company. Psyence Group relinquished full control of the Company and in return received
5,000,000 shares in Psyence Biomedical, a newly listed NASDAQ entity.





F-34