0001104659-24-006758.txt : 20240125 0001104659-24-006758.hdr.sgml : 20240125 20240125172454 ACCESSION NUMBER: 0001104659-24-006758 CONFORMED SUBMISSION TYPE: 8-A12B PUBLIC DOCUMENT COUNT: 1 FILED AS OF DATE: 20240125 DATE AS OF CHANGE: 20240125 FILER: COMPANY DATA: COMPANY CONFORMED NAME: PSYENCE BIOMEDICAL LTD. CENTRAL INDEX KEY: 0001985062 STANDARD INDUSTRIAL CLASSIFICATION: PHARMACEUTICAL PREPARATIONS [2834] ORGANIZATION NAME: 03 Life Sciences IRS NUMBER: 000000000 STATE OF INCORPORATION: A6 FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 8-A12B SEC ACT: 1934 Act SEC FILE NUMBER: 001-41937 FILM NUMBER: 24563298 BUSINESS ADDRESS: STREET 1: 121 RICHMOND STREET WEST PENTHOUSE STREET 2: SUITE 1300 CITY: TORONTO STATE: A6 ZIP: M5H 2K1 BUSINESS PHONE: 27744604171 MAIL ADDRESS: STREET 1: 121 RICHMOND STREET WEST PENTHOUSE STREET 2: SUITE 1300 CITY: TORONTO STATE: A6 ZIP: M5H 2K1 8-A12B 1 tm244183d1_8a12b.htm 8-A12B

 

 

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549 

 

 

 

FORM 8-A

 

FOR REGISTRATION OF CERTAIN CLASSES OF SECURITIES
PURSUANT TO SECTION 12(b) OR 12(g) OF THE
SECURITIES EXCHANGE ACT OF 1934 

 

 

 

Psyence Biomedical Ltd.

(Exact name of registrant as specified in its charter)

 

Ontario, Canada
(State of incorporation or organization) 

 

 

 N/A
(I.R.S. Employer Identification No.)
     

21 Richmond Street West
Penthouse Suite 1300
Toronto, Ontario

 

(Address of Principal Executive Offices)

 

 

 

M5H 2K1
(Zip Code)

 

Securities to be registered pursuant to Section 12(b) of the Act:

 

Title of each class
to be so registered 

 

 

 Name of each exchange on which
each class is to be registered 
Common Shares, each without par value   The Nasdaq Stock Market LLC
     
Warrants, each whole warrant exercisable for one Common Share at an exercise price of $11.50 per share   The Nasdaq Stock Market LLC

 

If this form relates to the registration of a class of securities pursuant to Section 12(b) of the Exchange Act and is effective pursuant to General Instruction A.(c) or (e), check the following box. x

 

If this form relates to the registration of a class of securities pursuant to Section 12(g) of the Exchange Act and is effective pursuant to General Instruction A.(d) or (e), check the following box. ¨

 

If this form relates to the registration of a class of securities concurrently with a Regulation A offering, check the following box. ¨

 

Securities Act registration statement or Regulation A offering statement file number to which this form relates: 333-273553

 

Securities to be registered pursuant to Section 12(g) of the Act: N/A

 

 

 

 

 

 

Item 1. Description of Registrant’s Securities to be Registered.

 

The securities to be registered hereby are the common shares, each with no par value, and warrants to purchase common shares of Psyence Biomedical Ltd. (the “Registrant”). The description of the common stock and warrants set forth under the heading “Description of Securities” in the Registrant’s prospectus forming a part of its Registration Statement on Form F-4 (File No. 333-273553), initially filed with the U.S. Securities and Exchange Commission on November 13, 2023, as thereafter amended and supplemented from time to time (the “Registration Statement”), to which this Form 8-A relates is incorporated by reference herein. Any form of prospectus or prospectus supplement to the Registration Statement that includes such descriptions and that are subsequently filed are hereby also incorporated by reference herein.

 

Item 2. Exhibits.

 

Pursuant to the Instructions as to Exhibits for Form 8-A, no exhibits are required to be filed herewith or incorporated by reference, because no other securities of the Registrant are registered on the Nasdaq Stock Market LLC and the securities registered hereby are not being registered pursuant to Section 12(g) of the Securities Exchange Act of 1934, as amended. 

 

 

 

 

 

SIGNATURE

 

Pursuant to the requirements of Section 12 of the Securities Exchange Act of 1934, as amended, the registrant has duly caused this registration statement to be signed on its behalf by the undersigned, thereto duly authorized.

 

 

  PSYENCE BIOMEDICAL LTD.
     
Date: January 25, 2024 By: /s/ Neil Maresky
  Name: Neil Maresky
  Title: Chief Executive Officer