Psyence Biomedical Ltd美股招股说明书(2024-12-31版)

10,882,355 Common Shares This prospectus relates to the potential offer and sale, from time to time, of an aggregate of 10,882,355 commonshares, no par value (“Common Shares”), of Psyence Biomedical Ltd., a corporation organized under the laws ofOntario, Canada (“Psyence,” the “Company,” “we,” “us” or “our”) by the selling securityholders named in thisprospectus (each a “Selling Securityholder”), consisting of (i) 182,323 Common Shares issued to the HarradenFunds (as defined below) pursuant to the Termination Agreement, (ii) 337,750 Common Shares issued to PsyenceGroup Inc (“PGI” or “Parent”) pursuant to the Company’s make-whole obligations under the PGI Swap Agreements(as defined below), (iii) 257,021 Common Shares issued to PGI pursuant to the Company’s make-whole obligationsunder the Psylabs Purchase Agreement (as defined below), (iv) 43,080 Common Shares issued to Newcourt SPACSponsor LLC (the “Sponsor”) pursuant to the Company’s debt settlement obligations under the Sponsor SwapAgreement (as defined below), (v) 62,181 Common Shares issued pursuant to the Company’s make-wholeobligations under the Sponsor Swap Agreements, and (vi) an aggregate of up to 10,000,000 Common Shares (the“Commitment Shares”) issuable by the Company to White Lion Capital, LLC (“White Lion”) pursuant to the WhiteLion Purchase Agreement (as defined below). Such Common Shares issued pursuant to the Swap Agreements arehereinafter referred to as the “Swap Shares”. Reverse Split Effective November 26, 2024, the Company implemented a 75-to-1 share consolidation of its Common Shares.The Share Consolidation was approved by the Company’s shareholders and its board of directors. The CommonShares presented herein are on a post-consolidated, or post-reverse split basis, unless otherwise indicated. Termination Shares On January 25, 2024 (the “Closing Date”), we consummated the transactions contemplated by that certainAmended and Restated Business Combination Agreement, dated as of July 31, 2023 (as amended, the “BusinessCombination Agreement” and the transactions contemplated thereby, the “Business Combination”), by and amongthe Company, Newcourt Acquisition Corp. (“NCAC”), Sponsor, PGI, Psyence (Cayman) Merger Sub, a CaymanIslands exempted company and a direct and wholly owned subsidiary of the Company (“Merger Sub”), PsyenceBiomed Corp., a corporation organized under the laws of British Columbia, Canada (“Psyence Biomed Corp.”), andPsyence Biomed II Corp. (“Biomed II”) (collectively, the “Business Combination”). On January 15, 2024, theCompany and Biomed II entered into a Securities Purchase Agreement (as amended pursuant to that certain FirstAddendum, the “Harraden SPA”) with Harraden Circle Investors, LP and Harraden Circle Special OpportunitiesFund, LP (together, the “Harraden Funds”) and the Sponsor, relating to up to four senior secured convertible notes(each a “Harraden Note” and collectively the “Harraden Notes”) obligations under which are guaranteed by certainassets of the Company and Biomed II, issuable to the Harraden Funds for the aggregate principal amount of up to$12,500,000 in exchange for up to $10,000,000 in subscription amounts, (ii) a Lock-Up Agreement, dated January 15, 2025, (“Harraden Lock-Up Agreement”) with PGI restricting certain transactions by PGI; (iii) a GeneralSecurity Agreement, dated January 25, 2024 (the “Harraden Security Agreement”); and (iv) the Registration RightsAgreement, dated January 25, 2024 (the “Harraden RRA” and, collectively with the Harraden SPA, the HarradenLock-Up Agreement, the Harraden Security Agreement and the Harraden Notes, the “Harraden TransactionDocuments”). The two first tranche notes, for an aggregate of $3,125,000, were delivered by the Company to theHarraden Funds on January 25, 2024, in exchange for an aggregate of $2,500,000 in financing (“Harraden FirstTranche Notes”). On May 31, 2024, the Harraden Notes (the “Harraden May Second Tranche Notes”) for the initialportion of the second tranche of the financing (the “Harraden Second Tranche Notes”), for a total of $312,500 ofprincipal in exchange for a total of $250,000 in subscription amounts, were issued to the Harraden Funds. On June14, 2024, the Company issued two additional Harraden Notes (the “Harraden June Second Tranche Notes”) for anadditional portion of the Harraden Second Tranche Notes, for an aggregate total of $312,500 principal in exchangefor $250,000 provided by the Harraden Funds. In July 2024, the Company issued two additional Harraden Notes(the “July Second Tranche Notes”) for an additional portion of the Harraden Second Tranche Notes, for anaggregate total of $625,000 principal in exchange for $500,000 provided by the Harraden Funds. The May, June andJuly Harraden Second Tranche Notes are collectively referred to as the “Harraden Second Tranche Notes”. Effective December 4, 2024, the Company entered into a Termination Agreement with the Harraden Funds,Sponsor and Biomed II (the “Harraden Termination Agreem