Newcourt (NCAC) Adds $12.5M Convertible Note to Psyence Deal
by Marlena Haddad on 2024-01-16 at 8:27am

Newcourt (NASDAQ:NCAC) announced in an 8-K this morning that it has secured an aggregate of $12.5 million in convertible notes for its merger with psychedelic medicine company Psyence (CSE:PSYG).

The notes will consist of up to four senior secured convertible notes, issuable to the purchaser at or after the closing, in exchange for up to $10 million in subscription amounts.

The issuance of the tranche notes each involves a principal amount of $3.12 million in exchange for subscription amounts totaling $2.5 million.

While the first tranche note is contingent upon the completion of the combination with Psyence, the second tranche note allows for adjustments based on the market value traded. The purchaser may invest additional amounts over time to fulfill the second tranche note.

The third and fourth tranche notes, if issued, follow a similar structure with a principal of $3.12 million exchanged for $2.5 million in subscription amounts.

Interest will begin accruing at 8.0% per annum based on the outstanding principal amount of the note, payable monthly in cash or common shares.

Additionally, in consideration of the willingness of the purchaser, shareholders will deliver a structuring fee of common shares with 1.3 million structuring shares delivered at the first tranche closing. Following the closing, 1.7 million structuring shares will be delivered under the terms outlined in the call option agreements to be entered into between the purchaser and certain shareholders.

In connection with the securities purchase agreement, the sponsor and Psyence Group will enter into a lock-up agreement for 180 days following the closing of the combination.

Furthermore, the parties agreed to waive the minimum cash closing condition of $20 million and the investment condition stating that the PIPE should be ready to occur concurrently with the closing.

Newcourt announced its deal with Psyence in January 2023. As of now, the SPAC faces a completion deadline of January 22, but is looking to hold a shareholder meeting to extend its timeline. The Canada-listed company is developing psychedelic drug candidates to potentially treat patients in palliative care and those with severe psychological conditions.

Recent Posts
by Anthony Sozzi on 2024-03-02 at 11:58am

Contributions to trust are typically expected from sponsors looking to retain as much of the trust account as possible that need additional time to complete business combinations. With “time to complete” steadily increasing over the past months, redemptions from the trust account do not look to be slowing down, regardless of what SPAC teams do...

by Kristi Marvin on 2024-03-02 at 11:45am

Terms Tracker for the Week Ending March 1, 2024 Welcome to our weekly column where we discuss the findings from our IPO terms tracker based on the previous week’s pricings. The last week of February turned out to be a sluggish one with not a lot happening on the new issuance front. Once again, there...

by Nicholas Alan Clayton on 2024-03-01 at 1:28pm

News and Rumors Bloomberg: Digital World (NASDAQ:DWAC) and its target Trump Media and Technology Group (TMTG) were hit by a new wave of legal headaches this week as both the founders of its Truth Social platform and Digital World CEO Patrick Orlando filed lawsuits over the deal’s closing share allocations. One of the suits has...

by Nicholas Alan Clayton on 2024-03-01 at 10:52am

Altitude (NASDAQ:ALTU) has entered into a definitive agreement to combine with Vesicor Therapeutics for $70 million in equity consideration. San Gabriel, California-based Vesicor is developing treatments utilizing extracellular vesicles as both a therapy themselves and as a delivery system for other medicines. Transaction Overview Altitude has about $10.3 million in its current trust after seeing...

by Nicholas Alan Clayton on 2024-03-01 at 7:45am

At the SPAC of Dawn February finished as a productive month for SPACs with 11 closing combinations, up from just four in January. And, while regular way IPOs are taking back the driver’s seat in terms of new issuance in 2024, it isn’t by a wide margin. There were actually more SPAC closings than the...

logo

Copyright © 2023 SPACInsider, Inc. All Rights Reserved