UPLOAD Filing
PSYENCE BIOMEDICAL LTD.
Date: Aug. 13, 2025 · CIK: 0001985062 · Accession: 0000000000-25-008515
AI Filing Summary & Sentiment
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File numbers found in text: 333-289285
Letter
August 13, 2025 Neil Maresky Chief Executive Officer Psyence Biomedical Ltd. 121 Richmond Street West Penthouse Suite 1300 Toronto, Ontario M5H 2K1 Re:Psyence Biomedical Ltd. Registration Statement on Form F-3 Filed August 6, 2025 File No. 333-289285 Dear Neil Maresky: We have conducted a limited review of your 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. Registration Statement on Form F-3 General We note your registration statement relates to the resale of common shares to be issued under an equity line financing arrangement. Securities Act Sections Compliance and Disclosure Interpretations Question 139.13 states that in order for shares to be registered on a resale basis under an equity line financing, the resale registration statement must be on a form that the company is eligible to use for a primary offering. Given that the aggregate market value of your common equity held by non-affiliates does not exceed the $75 million threshold specified in General Instruction I.B.1 of Form F-3, it does not appear that the company is eligible to use Form F-3 for a primary offering. Please provide us with an analysis supporting your determination that the offering may be registered on Form F-3, or amend your 1.
August 13, 2025 Page 2 registration statement accordingly. We remind you that the company and its management are responsible for the accuracy and adequacy of their disclosures, notwithstanding any review, comments, action or absence of action by the staff. Refer to Rules 460 and 461 regarding requests for acceleration. Please allow adequate time for us to review any amendment prior to the requested effective date of the registration statement. Please contact Tyler Howes at 202-551-3370 or Chris Edwards at 202-551-6761 with any questions. Sincerely, Division of Corporation Finance Office of Life Sciences cc:Ari Edelman, Esq.
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August 13, 2025
Neil Maresky
Chief Executive Officer
Psyence Biomedical Ltd.
121 Richmond Street West
Penthouse Suite 1300
Toronto, Ontario M5H 2K1
Re:Psyence Biomedical Ltd.
Registration Statement on Form F-3
Filed August 6, 2025
File No. 333-289285
Dear Neil Maresky:
We have conducted a limited review of your 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.
Registration Statement on Form F-3
General
We note your registration statement relates to the resale of common shares to be
issued under an equity line financing arrangement. Securities Act Sections
Compliance and Disclosure Interpretations Question 139.13 states that in order for
shares to be registered on a resale basis under an equity line financing, the resale
registration statement must be on a form that the company is eligible to use for a
primary offering. Given that the aggregate market value of your common equity held
by non-affiliates does not exceed the $75 million threshold specified in General
Instruction I.B.1 of Form F-3, it does not appear that the company is eligible to use
Form F-3 for a primary offering. Please provide us with an analysis supporting your
determination that the offering may be registered on Form F-3, or amend your 1.
August 13, 2025
Page 2
registration statement accordingly.
We remind you that the company and its management are responsible for the accuracy
and adequacy of their disclosures, notwithstanding any review, comments, action or absence
of action by the staff.
Refer to Rules 460 and 461 regarding requests for acceleration. Please allow adequate
time for us to review any amendment prior to the requested effective date of the registration
statement.
Please contact Tyler Howes at 202-551-3370 or Chris Edwards at 202-551-6761 with
any questions.
Sincerely,
Division of Corporation Finance
Office of Life Sciences
cc:Ari Edelman, Esq.