15-12G 1 tm245235d1_1512g.htm 15-12G

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 15

CERTIFICATION AND NOTICE OF TERMINATION OF REGISTRATION

UNDER SECTION 12(g) OF THE SECURITIES EXCHANGE ACT OF 1934

OR SUSPENSION OF DUTY TO FILE REPORTS UNDER SECTIONS 13 AND 15(d)

OF THE SECURITIES EXCHANGE ACT OF 1934.

Commission File Number 001-40929

Newcourt Acquisition Corp

(Exact name of registrant as specified in its charter)

2201 Broadway, Suite 705

Oakland, CA 94612

(657) 271-4617

(Address, including zip code, and telephone number, including area code, of registrant’s principal executive offices)

Class A Ordinary Shares, par value $0.0001 per share

Warrants, each whole warrant exercisable for one Class A Ordinary Share

Units, each consisting of one Class A Ordinary Share and one-half of one Warrant

to acquire one Class A Ordinary Share

(Title of each class of securities covered by this Form)

None

(Titles of all other classes of securities for which a duty to file reports under section 13(a) or 15(d) remains)

Please place an X in the box(es) to designate the appropriate rule provision(s) relied upon to terminate or suspend the duty to file reports:

Rule 12g-4(a)(1)	x
Rule 12g-4(a)(2)	¨
Rule 12h-3(b)(1)(i)	x
Rule 12h-3(b)(1)(ii)	¨
Rule 15d-6	¨
Rule 15d-22(b)	¨

Approximate number of holders of record as of the certification or notice date: One*

Effective January 25, 2024, Psyence (Cayman) Merger Sub, a subsidiary of Psyence Biomedical Ltd., merged with and into Newcourt Acquisition Corp, with Newcourt Acquisition Corp surviving the merger and becoming a wholly-owned subsidiary of Psyence Biomedical Ltd.

Pursuant to the requirements of the Securities Exchange Act of 1934, Newcourt Acquisition Corp has caused this certification/notice to be signed on its behalf by the undersigned duly authorized person.

Date: February 5, 2024
	NEWCOURT ACQUISITION CORP

	By:	/s/ Neil Maresky
	Name:	Neil Maresky
	Title:	Sole Director

SEC Form 15-12G filed by Newcourt Acquisition Corp