Exhibit 8.1
November 3, 2023
Newcourt Acquisition Corp
2201 Broadway, Suite 705
Oakland, CA 94612
Ladies and Gentlemen:
We have acted as counsel to Newcourt SPAC Sponsor LLC, a Delaware limited company (“Sponsor”), and Newcourt Acquisition Corp, a Cayman Islands exempted company (“SPAC”), in connection with a proposed business combination (the “Business Combination”) pursuant to that certain Amended and Restated Business Combination Agreement by and among SPAC, Sponsor, Psyence (Cayman) Merger Sub, a Cayman Islands exempted company (“Merger Sub”), Psyence Group Inc. a corporation organized under the laws of Ontario, Canada (“Parent”), Psyence Biomed II Corp., a corporation organized under the laws of Ontario, Canada (“Target”), Psyence Biomed Corp., a corporation organized under the laws of Ontario, Canada (“Original Target”), and Psyence Biomedical Ltd., a corporation organized under the laws of Ontario, Canada and wholly owned subsidiary of Parent (“NewCo”), dated as of July 31, 2023 (the “Business Combination Agreement”). Pursuant to the Business Combination Agreement, and as part the Business Combination, following certain restructuring transactions (i) Parent will contribute all the issued and outstanding shares of Target to NewCo in exchange for all the issued and outstanding shares of NewCo common stock (the “Contribution”), (ii) Merger Sub will merge with and into SPAC, with SPAC surviving as a wholly owned subsidiary of NewCo (the “Merger” and together with the Contribution, the “Exchange”).
This opinion is being delivered in connection with the Registration Statement of NewCo on Form F-4, filed with the Securities and Exchange Commission, as amended and supplemented through the date hereof (the “Registration Statement”).
In rendering this opinion, we have examined and relied upon (i) the Registration Statement; (ii) the Business Combination Agreement; (iii) the respective representation letters of each of NewCo and SPAC delivered to us for purposes of this opinion (the “Representation Letters”); and (iv) such other documents and corporate records as we have deemed necessary or appropriate. In addition, we have assumed with SPAC’s consent that (i) Exchange will be consummated as described in the Registration Statement, the Business Combination Agreement, and the Representation Letters; (ii) the representations and statements set forth in the Registration Statement, the Business Combination Agreement, and the Representation Letters are, and at all relevant times will be, true, correct, and complete in all material respects; (iii) any representation or statement set forth in the Registration Statement, the Business Combination Agreement, or the Representation Letters made “to the knowledge of” or similarly qualified is, and at all relevant times will be, true, correct, and complete without such qualification; (iv) original documents (including signatures) are authentic, documents submitted to us as copies conform to the original documents, and there has been (or will be, by the effective time of each relevant transaction) due execution and delivery of all documents where due execution and delivery are prerequisites to the effectiveness thereof; and (v) no action has been, or will be, taken that is inconsistent with any representation or statement made in any of the Registration Statement, the Business Combination Agreement, or the Representation Letters. If any of the above-described assumptions are untrue for any reason or if any of the Exchange is consummated in a manner that is different from the manner in which it is described in the Business Combination Agreement or the Registration Statement, our opinion as expressed below might be adversely affected and may not be relied upon.
Other than obtaining the representations and statements set forth in the Representation Letters, we have not independently verified any factual matters in connection with, or apart from, our preparation of this opinion. Accordingly, our opinion does not take into account any matters not set forth herein that might have been disclosed by independent verification. In the course of preparing our opinion, nothing has come to our attention that would lead us to believe that any of the facts, representations, or other information on which we have relied in rendering our opinion is incorrect.
Based on the foregoing, and subject to the assumptions, exceptions, limitations, and qualifications set forth herein, it is our opinion that the Exchange should be treated as a transfer of property to a corporation in exchange for shares qualifying for non-recognition of gain or loss under Section 351(a) of the Internal Revenue Code of 1986, as amended, as further described in the Registration Statement under the heading “Material U.S. Federal Income Tax Consequences — U.S. Holders — The Merger.”
Except as expressly set forth above, we express no other opinion. Our opinion is based on U.S. federal income tax laws in effect as of the date hereof. It represents our best legal judgment as to the matters addressed herein, but is not binding on the Internal Revenue Service or the courts. Accordingly, no assurance can be given that this opinion, if contested, would be sustained by a court. Furthermore, the authorities on which we rely are subject to change, either prospectively or retroactively, and any such change, or any variation or difference in the facts from those on which we rely and assume as correct, as set forth above, might affect the conclusions stated herein. By rendering this opinion, we undertake no responsibility to advise SPAC of any changes or new developments in U.S. federal income tax laws or the application or interpretation thereof.
This opinion has been prepared solely in connection with the Registration Statement and may not be relied upon for any other purpose without our prior written consent. We hereby consent to the filing of this opinion as Exhibit 8.1 to the Registration Statement. In giving such consent, we do not admit that we are in the category of persons whose consent is required under Section 7 of the Securities Act of 1933, as amended, or under the rules and regulations of the Securities and Exchange Commission.
Very truly yours,
/s/ McDermott Will & Emery LLP
McDermott Will & Emery LLP
