Amending Agreement, dated February 15, 2023, by and among Newcourt Acquisition Corp, Newcourt SPAC Sponsor LLC, Psyence Group Inc. and Psyence Biomed Corp

Exhibit 2.1

AMENDING AGREEMENT

THIS AMENDING AGREEMENT dated February 15, 2023 is made

AMONG:

NEWCOURT ACQUISITION CORP, a Cayman Islands exempted company

(hereinafter referred to as "SPAC")

- and -

NEWCOURT SPAC SPONSOR LLC, a Delaware limited liability company

(hereinafter referred to as "Sponsor")

- and -

PSYENCE GROUP INC., a corporation organized under the laws of Ontario, Canada

(hereinafter referred to as "Parent")

- and -

PSYENCE BIOMED CORP., a corporation organized under the laws of British Columbia, Canada

(hereinafter referred to as "Target")

WHEREAS the Parties (as hereinafter defined) entered into a Business Combination Agreement dated January 9, 2023 (the "Business Combination Agreement");

AND WHEREAS the Parties wish to amend certain terms of the Business Combination Agreement,

NOW THEREFORE WITNESSETH THAT, in consideration of the premises and other good and valuable consideration, the receipt and sufficiency of which is hereby acknowledged by each of the Parties hereto, it is agreed by the Parties as follows:

"WHEREAS, before or upon the Closing, the Target intends to transfer the shares of Good Psyence (Pty) Ltd (RF) (South Africa), Psyence Jamaica Ltd (Jamaica), Psyence UK Group Ltd., Psyence Therapeutics Corp. (Ontario, Canada), Mind Health (Pty) Ltd (Lesotho), Psyence South Africa (Pty) Ltd (South Africa), and Pure Psyence Corp. (Canada) (the “Excluded Assets”) from the Target to an entity of the Parent’s choice;"

"WHEREAS, in connection with the transactions contemplated by this Agreement, SPAC and Target intend to enter into Subscription Agreements (as defined below) prior to the Closing with certain PIPE Investors (as defined below) providing for aggregate investments in the SPAC, the Target or the Surviving Company (the "PIPE Investment") of an amount so that the SPAC will have the Available Closing Date Cash as of the Closing Date (the "PIPE Investment Amount");"

"“Liability” or “Liabilities” means any and all debts, liabilities and obligations, whether accrued or fixed, known or unknown, absolute or contingent, matured or unmatured or determined or determinable, including, for avoidance of doubt, the SPAC Transaction Expenses."

"Consents. Any consents or approvals required by the CSE and applicable Canadian securities laws shall have been obtained, including the issuance of a receipt for a final prospectus of the Target by the applicable securities commission in a province in Canada."

"by the Parent on or before February 13, 2023 if it is unsatisfied, in its sole and unfettered discretion, with its due diligence of SPAC;"

"by the Parent if by March 31, 2023 the Parties are unable to agree on finalized forms of SPAC Support Agreement, Parent Shareholder Support Agreement, Target A&R Memorandum and Articles, the Target equity incentive plan, the Lock-up Agreements, A&R Registration and Shareholder Rights Agreement;"

[Intentionally Left Blank]

IN WITNESS WHEREOF, the undersigned have executed and delivered this Amending Agreement as of the date first above written.

IN WITNESS WHEREOF, the undersigned have executed and delivered this Amending Agreement as of the date first above written.

IN WITNESS WHEREOF, the undersigned have executed and delivered this Amending Agreement as of the date first above written.

IN WITNESS WHEREOF, the undersigned have executed and delivered this Amending Agreement as of the date first above written.