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SEC Comment Letter 0000000000-24-005242 to PSYENCE BIOMEDICAL LTD. (PBM)

PSYENCE BIOMEDICAL LTD.
Date: May 8, 2024 · CIK: 0001985062 · Accession: 0000000000-24-005242

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File numbers found in text: 333-276973

Date
May 8, 2024
Author
Neil Maresky
Form
UPLOAD
Company
PSYENCE BIOMEDICAL LTD.

Letter

United States securities and exchange commission logo May 8, 2024 Neil Maresky Chief Executive Officer Pysence Biomedical Ltd. 21 Richmond Street West Penthouse Suite 1300 Toronto, Ontario MK5 2K1 Re:Pysence Biomedical Ltd. Amendment No. 2 to Registration Statement on Form F-1 Filed May 7, 2024 File No. 333-276973 Dear Neil Maresky: We have reviewed your amended registration statement and have the following comment. Please respond to this letter by amending your registration statement and providing the requested information. If you do not believe a comment applies to your facts and circumstances or do not believe an amendment is appropriate, please tell us why in your response. After reviewing any amendment to your registration statement and the information you provide in response to this letter, we may have additional comments. Unless we note otherwise, any references to prior comments are to comments in our April 29, 2024, letter. Amendment No. 2 to Form F-1 filed May 7, 2024 Cover Page 1.We note your response to our prior comment 1 and we reissue the comment. Please revise the cover page to disclose the total potential profit each selling securityholder would realize on an individual basis, expressed as a dollar amount, based on the current trading price of the common shares.

Please contact Tamika Sheppard at 202-551-8346 or Laura Crotty at 202-551-7614 with any other questions.

FirstName LastNameNeil Maresky Comapany NamePysence Biomedical Ltd. May 8, 2024 Page 2 FirstName LastName Neil Maresky Pysence Biomedical Ltd. May 8, 2024 Page 2 Sincerely, Division of Corporation Finance Office of Life Sciences cc: Ben Reichel

Show Raw Text
United States securities and exchange commission logo
May 8, 2024
Neil Maresky
Chief Executive Officer
Pysence Biomedical Ltd.
21 Richmond Street West
Penthouse Suite 1300
Toronto, Ontario MK5 2K1
Re:Pysence Biomedical Ltd.
Amendment No. 2 to Registration Statement on Form F-1
Filed May 7, 2024
File No. 333-276973
Dear Neil Maresky:
            We have reviewed your amended registration statement and have the following comment.
            Please respond to this letter by amending your registration statement and providing the
requested information. If you do not believe a comment applies to your facts and circumstances
or do not believe an amendment is appropriate, please tell us why in your response.
            After reviewing any amendment to your registration statement and the information you
provide in response to this letter, we may have additional comments. Unless we note otherwise,
any references to prior comments are to comments in our April 29, 2024, letter.
Amendment No. 2 to Form F-1 filed May 7, 2024
Cover Page
1.We note your response to our prior comment 1 and we reissue the comment. Please revise
the cover page to disclose the total potential profit each selling securityholder would
realize on an individual basis, expressed as a dollar amount, based on the current trading
price of the common shares.

            Please contact Tamika Sheppard at 202-551-8346 or Laura Crotty at 202-551-7614 with
any other questions.

 FirstName LastNameNeil Maresky
 Comapany NamePysence Biomedical Ltd.
 May 8, 2024 Page 2
 FirstName LastName
Neil Maresky
Pysence Biomedical Ltd.
May 8, 2024
Page 2
Sincerely,
Division of Corporation Finance
Office of Life Sciences
cc:       Ben Reichel