Psyence Biomedical Ltd 2025年年度报告和过渡报告

FORM20-F (Mark One) ☐REGISTRATION STATEMENT PURSUANT TO SECTION 12(b) OR 12(g) OF THE SECURITIES EXCHANGE ACTOF 1934 OR For the fiscalyear endedMarch 31,2025 OR ☐SHELL COMPANY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF1934 Date of event requiring this shell company report: Commission File Number:001-41937 Psyence BiomedicalLtd.(Exact name of Registrant as specified in its charter) Securities registered or to be registered pursuant to Section12(b)of the Act: The number of the issuer’s outstanding common shares as of March31, 2025 was568,021common shares. Indicate by check mark if the registrant is a well-known seasoned issuer, as defined in Rule405 of the Securities Act.Yes☐No☒ If this report is an annual or transition report, indicate by check mark if the registrant is not required to file reports pursuant toSection13 or 15(d)of the Securities Exchange Act of 1934.Yes☐No☒ Indicate by check mark whether the registrant: (1)has filed all reports required to be filed by Section13 or 15(d)of the SecuritiesExchange Act of 1934 during the preceding 12months (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 90days.Yes☒No☐ Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submittedpursuant to Rule405 of Regulation S-T (§232.405 of this chapter) during the preceding 12months (or for such shorter period that theregistrant was required to submit and post such files).Yes☒No☐ Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, or a non-accelerated filer, or an emerginggrowth company. See definition of “accelerated filer,” “large accelerated filer,” and “emerging growth company” in Rule12b-2 of theExchange Act. (Check one): If an emerging growth company that prepares its financial statements in accordance with U.S. GAAP, indicate by check mark if theregistrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards†provided pursuant to Section13(a)of the Exchange Act.☐ † The term “new or revised financial accounting standard” refers to any update issued by the Financial Accounting Standards Board toits Accounting Standards Codification after April5, 2012. Indicate by check mark whether the registrant has filed a report on and attestation to its management’s assessment of the effectivenessof its internal control over financial reporting under Section404(b)of the Sarbanes-Oxley Act (15 U.S.C. 7262(b)) by the registeredpublic accounting firm that prepared or issued its audit report.☐ If securities are registered pursuant to Section12(b)of the Act, indicate by check mark whether the financial statements of theregistrant 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 basedcompensation 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 Standardsas issue by the International AccountingStandards Board If “Other” has been checked in response to the previous question indicate by check mark which financial statement item the registranthas elected to follow. Item17☐Item18☐ If this is an annual report, indicate by check mark whether the registrant is a shell company (as defined in Rule12b-2 of the ExchangeAct). Yes☐No☒ TABLE OF CONTENTS PageCAUTIONARY NOTE REGARDING FORWARD-LOOKING STATEMENTSiiPART I1ITEM 1.IDENTITY OF DIRECTORS, SENIOR MANAGEMENT AND ADVISERS1ITEM 2.OFFER STATISTICS AND EXPECTED TIMETABLE1ITEM 3.KEY INFORMATION1ITEM 4.INFORMATION ON THE COMPANY28ITEM 4A.UNRESOLVED STAFF COMMENTS56ITEM 5.OPERATING AND FINANCIAL REVIEW AND PROSPECTS56ITEM 6.DIRECTORS, SENIOR MANAGEMENT AND EMPLOYEES61ITEM 7.MAJOR SHAREHOLDERS AND RELATED PARTY TRANSACTIONS75ITEM 8.FINANCIAL INFORMATION78ITEM 9.THE OFFER AND LISTING78ITEM 10.ADDITIONAL INFORMATION79ITEM 11.QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISKS93ITEM 12.DESCRIPTION OF SECURITIES OTHER THAN EQUITY SECURITIES93 PART II99ITEM 13.DEFAULTS, DIVIDEND ARREARAGES AND DELINQUENCIES99ITEM 14.MATERIAL MODIFICATIONS TO THE RIGHTS OF SECURITY HOLDERS AND USE OF PROCEEDS99ITEM 15.CONTROLS AND PROCEDURES99ITEM 16.[RESERVED]100ITEM16A.AUDIT COMMITTEE FINANCIAL EXPERT100ITEM16B.CODE OF ETHICS100ITEM16C.PRINCIPAL ACCOUNTANT FEES AND SERVICES100ITEM16D.EXEMPTIONS FROM THE LISTING STANDARDS FOR AUDIT COMMITTEES100ITEM16E.PURCHASES OF EQUITY SECURITIES BY THE ISSUER AND AFFILIATED PURCHASERS100ITEM16F.CHANGE IN REGISTRANT’S CERTIFYING AC