SecProbe.io

CORRESP
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 October 6, 2025

 U.S. Securities & Exchange Commission

 Division of Corporation Finance

 Office of Life Sciences

 100 F Street, NE

 Washington, D.C. 20549

 Attn: Tyler Howes and Chris Edwards

 Re: Psyence Biomedical Ltd.

 Registration Statement on Form F-3

 Filed August 6, 2025

 File No. 333-289285

 On behalf of Psyence Biomedical Ltd. (the "Company"), we
respectfully submit this response to the Staff's comment letter dated August 13, 2025 regarding the above-referenced Registration
Statement on Form F-3 (the "Registration Statement").

 Registration Statement on Form F-3 – General

 Comment: 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 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
registration statement accordingly.

 Response: The Company acknowledges the Staff's comment. In response,
the Company will file Pre-Effective Amendment No. 1 on Form F-1 ("Form F-1/A") converting the Registration Statement to Form
F-1 pursuant to Rule 401. Accordingly, the Company is not seeking to rely on Form F-3 eligibility for this offering and believes the forthcoming
Form F-1/A will address the Staff's comment in full.

 We thank the Staff for its review of the foregoing and the Registration
Statement. If you have further comments, please feel free to contact the Company's legal counsel, Ari Edelman, at ari@edelmanlegal.com or
by telephone at (845) 533-3435.

Sincerely,

 By:
 /s/ Warwick Corden-Lloyd

 Name:
 Warwick Corden-Lloyd

 Title:

 Chief Financial Officer, Psyence Biomedical Ltd.

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.

CORRESP
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 Psyence Biomedical Ltd.

 121 Richmond Street West

 Penthouse Suite 1300

 Toronto, Ontario M5H 2K1

 March 13, 2025

 VIA EDGAR

 U.S. Securities and Exchange Commission

 Division of Corporate Finance

 Office of Life Sciences

 100 F Street, N.E.

 Washington, D.C. 20549

 Re:
 Psyence Biomedical Ltd.

 Registration Statement on Form F-3

 Filed March 4, 2025

 File No. 333-285542

 Ladies and Gentlemen:

 Pursuant to Rule 461 under the
Securities Act of 1933, as amended, Psyence Biomedical Ltd. hereby requests acceleration of effectiveness of the above referenced Registration
Statement so that it will become effective at 4:30 p.m. Eastern Time on Friday, March 14, 2025, or as soon as thereafter practicable.

 Very truly yours,

 PSYENCE BIOMEDICAL LTD.

 By:
 /s/ Neil Maresky

 Neil Maresky

<DOCUMENT>
<TYPE>TEXT-EXTRACT
<SEQUENCE>2
<FILENAME>filename2.txt
<TEXT>
 March 11, 2025

Neil Maresky
Chief Executive Officer
Psyence Biomedical Ltd.
121 Richmond Street West, Suite 1300
Toronto, Ontario M5H 2K1

 Re: Psyence Biomedical Ltd.
 Registration Statement on Form F-3
 Filed March 4, 2025
 File No. 333-285542
Dear Neil Maresky:

 This is to advise you that we have not reviewed and will not review your
registration
statement.

 Please refer to Rules 460 and 461 regarding requests for acceleration.
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.

 Please contact Doris Stacey Gama at 202-551-3188 with any questions.

 Sincerely,

 Division of
Corporation Finance
 Office of Life
Sciences
cc: Ari Edelman, Esq.
</TEXT>
</DOCUMENT>

CORRESP
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Psyence Biomedical Ltd.

121 Richmond Street West

Penthouse Suite 1300

Toronto, Ontario M5H 2K1

January 28, 2025

VIA EDGAR

U.S. Securities and Exchange Commission

Division of Corporate Finance

Office of Life Sciences

100 F Street, N.E.

Washington, D.C. 20549

    Re:
    Psyence Biomedical Ltd.

    Registration Statement on Form F-1

    Filed January 24, 2025|

    File No. 333-284444

Ladies and Gentlemen:

Pursuant to Rule 461 under
the Securities Act of 1933, as amended, Psyence Biomedical Ltd. hereby requests acceleration of effectiveness of the above referenced
Registration Statement so that it will become effective at 4:30 p.m. Eastern Time on Thursday, January 30, 2025, or as soon as thereafter
practicable.

    Very truly yours,

    PSYENCE BIOMEDICAL LTD.

    By:
    /s/ Neil Maresky

    Neil Maresky

January 28, 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-1
Filed January 24, 2025
File No. 333-284444
Dear Neil Maresky:
            This is to advise you that we have not reviewed and will not review your registration
statement.
            Please refer to Rules 460 and 461 regarding requests for acceleration. 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.
            Please contact Joshua Gorsky at 202-551-7836 with any questions.
Sincerely,
Division of Corporation Finance
Office of Life Sciences
cc:Ari Edelman

CORRESP
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Psyence Biomedical Ltd.

121 Richmond Street West

Penthouse Suite 1300

Toronto, Ontario M5H 2K1

                                              December 30, 2024

VIA EDGAR

U.S. Securities and Exchange Commission

Division of Corporate Finance

Office of Life Sciences

100 F Street, N.E.

Washington, D.C. 20549

    Re:
    Psyence Biomedical Ltd.

    Registration Statement on Form F-1

    Filed December 20, 2024|

    File No. 333-283980

Ladies and Gentlemen:

Pursuant to Rule 461
under the Securities Act of 1933, as amended, Psyence Biomedical Ltd. hereby requests acceleration of effectiveness of the above referenced
Registration Statement so that it will become effective at 4:00 p.m. Eastern Time on Tuesday, December 31, 2024, or as soon
as thereafter practicable.

    Very truly yours,

    PSYENCE BIOMEDICAL LTD.

    By:
    /s/ Neil Maresky

    Neil Maresky

December 27, 2024
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-1
Filed December 20, 2024
File No. 333-283980
Dear Neil Maresky:
            This is to advise you that we have not reviewed and will not review your registration
statement.
            Please refer to Rules 460 and 461 regarding requests for acceleration. 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.
            Please contact Chris Edwards at 202-551-6761 with any questions.
Sincerely,
Division of Corporation Finance
Office of Life Sciences
cc:Ari Edelman

CORRESP
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Psyence Biomedical Ltd.

121 Richmond Street West

Penthouse Suite 1300

Toronto, Ontario MK5 2K1

November 6, 2024

VIA EDGAR

U.S. Securities and Exchange Commission

Division of Corporate Finance

Office of Life Sciences

100 F Street, N.E.

Washington, D.C. 20549

    Re:
    Psyence Biomedical Ltd.

    Registration Statement on Form F-1

    Filed October 30, 2024|

    File No. 333-282904

Ladies and Gentlemen:

Pursuant to Rule 461 under
the Securities Act of 1933, as amended, Psyence Biomedical Ltd. hereby requests acceleration of effectiveness of the above referenced
Registration Statement so that it will become effective at 5:00 p.m. Eastern Time on Friday, November 8, 2024, or as soon as thereafter
practicable.

    Very truly yours,

    PSYENCE BIOMEDICAL LTD.

    By:
    /s/ Neil Maresky

    Neil Maresky

November 6, 2024
Neil Maresky
Chief Executive Officer
Psyence Biomedical Ltd.
121 Richmond Street West
Penthouse Suite 1300
Toronto, Ontario MK5 2K1
Re:Psyence Biomedical Ltd.
Registration Statement on Form F-1
Filed October 30, 2024
File No. 333-282904
Dear Neil Maresky:
            This is to advise you that we have not reviewed and will not review your registration
statement.
            Please refer to Rules 460 and 461 regarding requests for acceleration. 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.
            Please contact Jessica Dickerson at 202-551-8013 with any questions.
Sincerely,
Division of Corporation Finance
Office of Life Sciences
cc:Ari Edelman, Esq.

CORRESP
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Psyence Biomedical Ltd.

121 Richmond Street West

Penthouse Suite 1300

Toronto, Ontario MK5 2K1

October 8, 2024

VIA EDGAR

U.S. Securities and Exchange Commission

Division of Corporate Finance

Office of Life Sciences

100 F Street, N.E.

Washington, D.C. 20549

    Re:
    Psyence Biomedical Ltd.

    Registration Statement on Form F-1

    Filed October 2, 2024|

    File No. 333-282468

Ladies and Gentlemen:

Pursuant to Rule 461 under
the Securities Act of 1933, as amended, Psyence Biomedical Ltd. hereby requests acceleration of effectiveness of the above referenced
Registration Statement so that it will become effective at 4:00 p.m. Eastern Time on Thursday, October 10, 2024, or as soon as thereafter
practicable.

    Very truly yours,

    PSYENCE BIOMEDICAL LTD.

    By:
    /s/ Neil Maresky

    Neil Maresky

October 7, 2024
Dr. Neil Maresky
Chief Executive Officer
Psyence Biomedical Ltd.
121 Richmond Street West
Penthouse Suite 1300
Toronto, ON MK5 2K1
Re:Psyence Biomedical Ltd.
Registration Statement on Form F-1
Filed October 2, 2024
File No. 333-282468
Dear Dr. Neil Maresky:
            This is to advise you that we have not reviewed and will not review your registration
statement.
            Please refer to Rules 460 and 461 regarding requests for acceleration. 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.
            Please contact Daniel Crawford at 202-551-7767 with any questions.
Sincerely,
Division of Corporation Finance
Office of Life Sciences
cc:Ari Edelman, Esq.

CORRESP
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Psyence Biomedical Ltd.

121 Richmond Street West

Penthouse Suite 1300

Toronto, Ontario MK5 2K1

    August 26, 2024

VIA EDGAR

U.S. Securities and Exchange Commission

Division of Corporate Finance

Office of Life Sciences

100 F Street, N.E.

Washington, D.C. 20549

    Re:
    Psyence Biomedical Ltd.

    Registration Statement on Form F-1

    Filed August 19, 2024

    File No. 333-281644

Ladies and Gentlemen:

Pursuant to Rule 461 under
the Securities Act of 1933, as amended, Psyence Biomedical Ltd. hereby requests acceleration of effectiveness of the above referenced
Registration Statement so that it will become effective at 4:00 p.m. Eastern Time on Wednesday, August 28, 2024, or as soon as thereafter
practicable.

    Very truly yours,

    PSYENCE BIOMEDICAL LTD.

    By:
    /s/ Neil Maresky

    Name:
    Neil Maresky

    Title:
    Chief Executive Officer

August 26, 2024
Neil Maresky
Chief Executive Officer
Psyence Biomedical Ltd.
121 Richmond Street West
Penthouse Suite 1300
Toronto, Ontario MK5 2K1
Re:Psyence Biomedical Ltd.
Registration Statement on Form F-1
Filed August 19, 2024
File No. 333-281644
Dear Neil Maresky:
            This is to advise you that we have not reviewed and will not review your registration
statement.
            Please refer to Rules 460 and 461 regarding requests for acceleration. 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.
            Please contact Jessica Dickerson at 202-551-8013 with any questions.
Sincerely,
Division of Corporation Finance
Office of Life Sciences
cc:Ari Edelman, Esq.

CORRESP
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Psyence Biomedical Ltd.

121 Richmond Street West

Penthouse Suite 1300

Toronto, Ontario MK5 2K1

May 13, 2024

VIA EDGAR

U.S. Securities and Exchange Commission

Division of Corporate Finance

Office of Life Sciences

100 F Street, N.E.

Washington, D.C. 20549

    Re:
    Psyence Biomedical Ltd.

    Registration Statement on Form F-1

    Filed February 9, 2024, as amended

    File No. 333-276973

Ladies and Gentlemen:

Pursuant to Rule 461 under
the Securities Act of 1933, as amended, Psyence Biomedical Ltd. hereby requests acceleration of effectiveness of the above referenced
Registration Statement so that it will become effective at 4:00 p.m. Eastern Time on Tuesday, May 14, 2024, or as soon as thereafter practicable.

    Very truly yours,

    Psyence Biomedical Ltd.

    By:
      /s/ Neil Maresky

    Name: Neil Maresky

    Title: Chief Executive Officer

 cc: Ellenoff
Grossman & Schole LLP

CORRESP
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VIA EDGAR

May 9, 2024

U.S. Securities and Exchange Commission

Division of Corporation Finance

Office of Trade & Services

Washington, D.C. 20549

Attn: Tamika Sheppard and Laura Crotty

Re: Psyence Biomedical Ltd.

Amendment No. 2 to Registration Statement
on Form F-1

Filed May 7, 2024

File No. 333-276973

Dear Ms. Sheppard and Ms. Crotty:

Psyence Biomedical Ltd. (the “Company”)
hereby transmits its response to the comment letter received from the staff (the “Staff”) of the U.S. Securities and
Exchange Commission (the “Commission”) on May 8, 2024, relating to Amendment No. 2 to Registration Statement on Form
F-1, submitted by the Company to the Commission on May 7, 2024 (the “Registration Statement”). This letter will be
filed concurrently with the filing of Amendment No. 3 to the Registration Statement (“Amendment No. 3”).

For the Staff’s convenience,
we have repeated below the Staff’s comments in bold and have followed each comment with the Company’s response.

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.

We respectfully acknowledge the Staff’s comment and
advise that we have revised the Selling Securityholder table on page 53 of Amendment No. 3 to include for each Selling Securityholder,
the aggregate potential profits from the sale of Common Shares pursuant to the Registration Statement, based on the closing price of the
Common Shares on May 1, 2024.

* * *

      1

We thank the Staff for its
review of this response. Should you have any questions or require any additional information, please do not hesitate to contact our legal
counsel, Ben Reichel, Esq. of Ellenoff Grossman & Schole LLP, at breichel@egsllp.com or by telephone at (212) 370-1300.

    Very truly yours,

    Psyence Biomedical Ltd.

    By:
    /s/ Neil Maresky

    Name:
    Neil Maresky

    Title:
    Chief Executive Officer

    cc:
    Ellenoff Grossman & Schole LLP

      2

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

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VIA EDGAR

May 6, 2024

U.S. Securities and Exchange Commission

Division of Corporation Finance

Office of Trade & Services

Washington, D.C. 20549

Attn: Tamika Sheppard and Laura Crotty

Re: Psyence Biomedical Ltd.

Amendment No. 1 to Registration Statement on Form F-1

Filed April 18, 2024

File No. 333-276973

Dear Ms. Sheppard and Ms. Crotty:

Psyence Biomedical Ltd.
(the “Company”) hereby transmits its response to the comment letter received from the staff (the “Staff”)
of the U.S. Securities and Exchange Commission (the “Commission”) on April 29, 2024, relating to Amendment No. 1
to Registration Statement on Form F-1, submitted by the Company to the Commission on April 18, 2024 (the “Registration
Statement”). This letter will be filed concurrently with the filing of Amendment No. 2 to the Registration Statement (“Amendment
No. 2”).

For the Staff’s convenience,
we have repeated below the Staff’s comments in bold and have followed each comment with the Company’s response.

Amendment No. 1 to Form F-1 filed April 18, 2024

Cover Page

 1. We note your response to our prior comment 13 and we reissue in part. In addition to disclosing the potential profit per common
share that may be earned by the holders of the Founder Shares and the Investors, please also disclose the total potential profit each
selling securityholder would realize on an individual basis based on the current trading price of the common shares.

We respectfully acknowledge the Staff’s comment and advise that
we have revised the disclosure on the cover page and page 41 of Amendment No. 2 to reference the potential profit per Common
share and refer to the selling securityholder table which sets forth the number and form of Common Shares held by each Selling Securityholder.
Additionally, we respectfully point the staff to disclosure on the cover page and page 41 of Amendment No. 2 which states that
other than the holders of the Founder Shares and shares those purchased by the Investors, no other Selling Securityholders would realize
a profit based on the closing price of the Common Shares as of May 1, 2024.

Risk Factors

Certain of the Selling Securityholders acquired their securities
at a price that is less than..., page 39

 2. We note the newly added disclosure on page 39 regarding two letters received from Nasdaq notifying the company that it is not in compliance
with two Nasdaq listing rules. Please revise your disclosure to clarify how long the company has to regain compliance with these rules and
whether the letters indicated next steps that may be taken in relation to the company's listing.

We respectfully acknowledge the Staff’s comment and advise that
we have added the requested disclosure on pages 8-9 of Amendment No. 2.

We may be subject to penalties under the Registration Rights Agreement...,
page 41

 3. Please revise the above newly included risk factor to quantify the potential total, as of the latest practicable date, of the outstanding
principal amount of the First Tranche Notes, accrued but unpaid interest through acceleration, plus liquidated damages and other amounts
owing in respect thereof through the date of acceleration, that would be due immediately and in cash should the company receive a notice
of default from the Investors.

We respectfully acknowledge the Staff’s comment and advise that
we have added the requested disclosure on page 44 of Amendment No. 2.

Unaudited Pro Forma Condensed Combined Financial Information

Note 6 - Net Earnings (Loss) Per Share, page 74

 4. We note your response to our prior comment 12 and we reissue the comment. The table in Note 6 on page 74 sets out the share
ownership of the company following closing on a pro forma basis and includes a line item for 2,000,000 shares held by "PIPE Investors".
Because it appears that no PIPE was obtained in connection with the closing, please explain the inclusion of this line
item.

We respectfully acknowledge the Staff’s comment and advise that
we have revised the disclosure on page 19 of Amendment No. 2 accordingly.

* * *

We thank the Staff for its review of this response. Should you have
any questions or require any additional information, please do not hesitate to contact our legal counsel, Benjamin Reichel, Esq.
of Ellenoff Grossman & Schole LLP, at breichel@egsllp.com or by telephone at (212) 370-1300.

    Very truly yours,

    Psyence Biomedical Ltd.

    By:
    /s/ Neil Maresky

    Name:
    Neil Maresky

    Title:
    Chief Executive Officer

    cc:
    Ellenoff Grossman & Schole LLP

United States securities and exchange commission logo
April 29, 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. 1 to Registration Statement on Form F-1
Filed April 18, 2024
File No. 333-276973
Dear Neil Maresky:
            We have reviewed your amended registration statement and have the following
comments.
            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 February 23, 2024, letter.
Amendment No. 1 to Form F-1 filed April 18, 2024
Cover Page
1.We note your response to our prior comment 13 and we reissue in part. In addition to
disclosing the potential profit per common share that may be earned by the holders of the
Founder Shares and the Investors, please also disclose the total potential profit each
selling securityholder would realize on an individual basis based on the current trading
price of the common shares.
Risk Factors
Certain of the Selling Securityholders acquired their securities at a price that is less than..., page
39
2.We note the newly added disclosure on page 39 regarding two letters received from

 FirstName LastNameNeil Maresky
 Comapany NamePysence Biomedical Ltd.
 April 29, 2024 Page 2
 FirstName LastName
Neil Maresky
Pysence Biomedical Ltd.
April 29, 2024
Page 2
Nasdaq notifying the company that it is not in compliance with two Nasdaq listing rules.
Please revise your disclosure to clarify how long the company has to regain compliance
with these rules and whether the letters indicated next steps that may be taken in relation
to the company's listing.
We may be subject to penalties under the Registration Rights Agreement..., page 41
3.Please revise the above newly included risk factor to quantify the potential total, as of the
latest practicable date, of the outstanding principal amount of the First Tranche Notes,
accrued but unpaid interest through acceleration, plus liquidated damages and other
amounts owing in respect thereof through the date of acceleration, that would be due
immediately and in cash should the company receive a notice of default from the
Investors.
Unaudited Pro Forma Condensed Combined Financial Information
Note 6 - Net Earnings (Loss) Per Share, page 74
4.We note your response to our prior comment 12 and we reissue the comment. The table in
Note 6 on page 74 sets out the share ownership of the company following closing on a pro
forma basis and includes a line item for 2,000,000 shares held by "PIPE Investors".
Because it appears that no PIPE was obtained in connection with the closing, please
explain the inclusion of this line item.
            Please contact Tamika Sheppard at 202-551-8346 or Laura Crotty at 202-551-7614 with
any other questions.
Sincerely,
Division of Corporation Finance
Office of Life Sciences
cc:       Ben Reichel

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VIA EDGAR

April 17, 2024

U.S. Securities and Exchange Commission

Division of Corporation Finance

Office of Trade & Services

Washington, D.C. 20549

    Attention:
    Ms. Tamika Sheppard and Ms. Laura Crotty

Re: Pysence Biomedical Ltd.

Registration Statement on Form F-1

Filed February 9, 2024

File No. 333-276973

Dear Ms. Sheppard and Ms. Crotty:

Pysence Biomedical Ltd. (the
 “Company”) hereby transmits its response to the comment letter received from the staff (the “Staff”)
of the U.S. Securities and Exchange Commission (the “Commission”) on February 23, 2024, relating to the Registration
Statement on Form F-1, submitted by the Company to the Commission on February 9, 2024 (the “Registration Statement”).
All page references in the responses set forth below refer to page numbers in the Amendment No. 1 to the Registration Statement (“Amendment
No. 1”).

For the Staff’s convenience,
we have repeated below the Staff’s comments in bold and have followed each comment with the Company’s response.

Registration Statement on Form F-1 filed February 9, 2024

Prospectus Cover Page, page 1

 1. Please revise the cover page to disclose the total shares
redeemed in connection with the business combination, expressed as a percentage. Please also disclose the balance remaining in the Trust
Account as a result of the redemptions, that the Minimum Cash Condition and PIPE Investment Conditions were both waived in order to close
the business combination, and that the company did not secure a PIPE in relation to the transaction, if true.

In response to the Staff’s comment,
the Company has revised the disclosure on the cover page and page 1 of Amendment No. 1.

 2. Please revise the cover page to disclose 1) the effective
price of the 18,750,000 common shares issued pursuant to the First Tranche Notes, and 2) the "nominal fee" paid for the 3,000,000
Founder Shares.

      1

In response to the Staff’s comment,
the Company has revised the disclosure on the cover page and page 2 of Amendment No. 1.

 3. We note the significant number of redemptions of your common
stock in connection with the business combination and that as of the closing of the business combination on January 25, 2024, a total
of 13,390,659 shares of common stock were outstanding, only 119,659 of which were held by public shareholders. As such, the 22,496,000
shares being registered for resale constitute vastly more than the company's public float and total shares outstanding. We also note
a substantial majority of the shares being registered for resale may have been purchased by the Investors and the Sponsor for prices
considerably below the current market price of the common stock. Revise your disclosure to reflect these facts and highlight the significant
negative impact sales of shares pursuant to this registration statement could have on the public trading price of the common stock.

In response to the Staff’s comment,
the Company has revised the disclosure on the cover page, page 7 and page 39 of Amendment No. 1.

 4. Please clarify whether the 18,750,000 shares being offered
by the Investors in relation to the First Tranche Notes include the 1,300,000 Structuring Shares issued at the initial closing of the
financing and concurrently with the closing of the business combination.

In response to the Staff’s comment,
the Company has revised the disclosure on the cover page and page 2 of Amendment No. 1.

Prospectus Summary, page 6

 5. Please expand your discussion here to reflect the fact that
this offering involves the potential sale of more than the company's total outstanding shares for resale and discuss how such sales could
impact the market price of the company’s common stock.

In response to the Staff’s comment,
the Company has revised the disclosure on the cover page and page 7 of Amendment No. 1.

Securities Purchase Agreement, page 8

 6. We note your disclosure regarding the Conversion Price adjustments
included in the First Tranche Notes. Please revise this disclosure to include a discussion of the material terms and reset dates related
to such adjustments.

In response to the Staff’s comment,
the Company has revised the disclosure on page 9 of Amendment No. 1.

 7. We note your discussion of the inducement in the form of
Structuring Shares given to the Investors in exchange for entering into the Securities Purchase Agreement and the Notes, which states
that the remaining 1,700,000 Structuring Shares to be paid are subject to the terms of Call Option Agreements, by and among the Investors
and certain members of the Sponsor. Please revise your disclosure to describe the material terms of the Call Option Agreements and file
a copy as an exhibit to the registration statement.

      2

In response to the Staff’s comment,
the Company has revised the disclosure on page 9 of Amendment No. 1 and have filed the form of Call Option Agreement as Exhibit 10.17
to Amendment No. 1.

Risk Factors, page 17

 8. Include an additional risk factor highlighting the negative
pressure potential sales of shares pursuant to this registration statement could have on the public trading price of the common shares.
To illustrate this risk, disclose the purchase price of the securities being registered for resale and the percentage that these shares
currently represent of the total number of shares outstanding. Also disclose that even though the current trading price is significantly
below the SPAC IPO price, the private investors have an incentive to sell because they will still profit on sales because of the lower
price at which they purchased their shares compared to the public investors.

In response to the Staff’s comment,
the Company has revised the disclosure on page 39 of Amendment No. 1.

 9. Please include a risk factor disclosing the dilution risks
associated with the outstanding Private Warrants. In this risk factor, quantify the number of shares that may be issued upon exercise
of the Private Warrants and disclose the exercise price compared to the market price of the underlying securities. In relation to the
number of shares that may be issued upon exercise, please contrast this figure with the total number of shares outstanding as of the
closing of the business combination.

In response to the Staff’s comment,
the Company has revised the disclosure on page 41 of Amendment No. 1.

 10. You state on page 35 that you "expect" that your
shares will be listed on Nasdaq, and that as a result such securities will be covered securities. Please revise to update this disclosure,
as the company's common shares and warrants are now listed on Nasdaq.

In response to the Staff’s comment,
the Company has revised the disclosure on page 40 of Amendment No. 1.

Management's
Discussion and Analysis of Financial Conditions and Results of Operations

Liquidity and Capital Resources, page 47

 11. We note your statement on page 17 that you expect that the
proceeds from the business combination as well as existing cash will be sufficient to fund operations for 18 months. However, in your
Form F-4/A filed November 13, 2023, you projected that the combined company would require an estimated $13.4 million for the first 12
months following the closing of the transaction. We also note that both the Minimum Cash Condition and PIPE Investment Condition were
waived at closing and that post-redemptions the Trust Account contained only $1.38 million. Please revise your Liquidity and Capital
Resources discussion to address the above and provide further information regarding how the company believes that the proceeds and its
existing cash is sufficient to fund operations for the next 18 months. If the company is likely to have to seek additional capital, discuss
the effect of this offering on the company’s ability to raise additional capital.

      3

In response to the Staff’s comment,
the Company has revised the disclosure on pages 21 and 58 of Amendment No. 1.

Unaudited Pro Forma Condensed Combined Financial Information

Note 6 - Net Earnings (Loss) per Share, page 64

 12. We note that the unaudited pro forma condensed combined financial
information was prepared to provide an understanding of the company upon consummation of the business combination for illustrative purposes.
We also note the table in Note 6 which sets out the share ownership of the company following closing on a pro forma basis, which includes
a line item for 2,000,000 shares held by "PIPE Investors". Because it appears that no PIPE was obtained in connection with
the closing, please explain the inclusion of this line item.

In response to the Staff’s comment,
the Company has revised the disclosure on page 69 of Amendment No. 1.

General

 13. Revise your prospectus to disclose the price that each selling
shareholder paid for the shares being registered for resale. Highlight any differences in the current trading price, the prices at which
the other selling shareholders acquired their shares and warrants, and the price that the public shareholders paid to acquire their shares
and warrants. Disclose that while the other selling shareholders may experience a positive rate of return based on the current trading
price, the public shareholders may not experience a similar rate of return on the shares they purchased due to differences in the purchase
prices and the current trading price. Please also disclose on an individual basis the potential profit the selling shareholders will
earn based on the current trading price. Lastly, please include appropriate risk factor disclosure regarding each of these points.

In response to the Staff’s comment,
the Company has revised the disclosure on the cover page, page 39 and pages 48 - 53 of Amendment No. 1.

* * *

We thank the Staff for its
review of this response. Should you have any questions or require any additional information, please do not hesitate to contact our legal
counsel, Benjamin Reichel, Esq. of Ellenoff Grossman & Schole LLP, at breichel@egsllp.com or by telephone at (212) 370-1300.

    Very truly yours,

    Pysence Biomedical Ltd.

    By:
    /s/ Neil Maresky

    Name:
    Neil Maresky

    Title:
    Chief Executive Officer

    cc:
    Ellenoff Grossman & Schole LLP

      4

United States securities and exchange commission logo
February 23, 2024
Neil Maresky
Chief Executive Officer
Pysence Biomedical Ltd.
21 Richmond Street West
Penthouse Suite 1300
Toronto, Ontario MK5 2K1
Re:Pysence Biomedical Ltd.
Registration Statement on Form F-1
Filed February 9, 2024
File No. 333-276973
Dear Neil Maresky:
            We have conducted a limited review of your registration statement and have the
following comments.
            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-1 filed February 9, 2024
Prospectus Cover Page, page 1
1.Please revise the cover page to disclose the total shares redeemed in connection with the
business combination, expressed as a percentage. Please also disclose the balance
remaining in the Trust Account as a result of the redemptions, that the Minimum Cash
Condition and PIPE Investment Conditions were both waived in order to close the
business combination, and that the company did not secure a PIPE in relation to the
transaction, if true.
2.Please revise the cover page to disclose 1) the effective price of the 18,750,000 common
shares issued pursuant to the First Tranche Notes, and 2) the "nominal fee" paid for the
3,000,000 Founder Shares.
3.We note the significant number of redemptions of your common stock in connection with

 FirstName LastNameNeil Maresky
 Comapany NamePysence Biomedical Ltd.
 February 23, 2024 Page 2
 FirstName LastNameNeil Maresky
Pysence Biomedical Ltd.
February 23, 2024
Page 2
the business combination and that as of the closing of the business combination on
January 25, 2024, a total of 13,390,659 shares of common stock were outstanding, only
119,659 of which were held by public shareholders. As such, the 22,496,000 shares being
registered for resale constitute vastly more than the company's public float and total shares
outstanding. We also note a substantial majority of the shares being registered for resale
may have been purchased by the Investors and the Sponsor for prices considerably below
the current market price of the common stock. Revise your disclosure to reflect these facts
and highlight the significant negative impact sales of shares pursuant to this registration
statement could have on the public trading price of the common stock.
4.Please clarify whether the 18,750,000 shares being offered by the Investors in relation to
the First Tranche Notes include the 1,300,000 Structuring Shares issued at the initial
closing of the financing and concurrently with the closing of the business combination.
Prospectus Summary, page 6
5.Please expand your discussion here to reflect the fact that this offering involves the
potential sale of more than the company's total outstanding shares for resale and discuss
how such sales could impact the market price of the company’s common stock.
Securities Purchase Agreement, page 8
6.We note your disclosure regarding the Conversion Price adjustments included in the First
Tranche Notes. Please revise this disclosure to include a discussion of the material terms
and reset dates related to such adjustments.
7.We note your discussion of the inducement in the form of Structuring Shares given to the
Investors in exchange for entering into the Securities Purchase Agreement and the
Notes, which states that the remaining 1,700,000 Structuring Shares to be paid are subject
to the terms of Call Option Agreements, by and among the Investors and certain members
of the Sponsor. Please revise your disclosure to describe the material terms of the Call
Option Agreements and file a copy as an exhibit to the registration statement.
Risk Factors, page 17
8.Include an additional risk factor highlighting the negative pressure potential sales of
shares pursuant to this registration statement could have on the public trading price of the
common shares. To illustrate this risk, disclose the purchase price of the securities being
registered for resale and the percentage that these shares currently represent of the total
number of shares outstanding. Also disclose that even though the current trading price is
significantly below the SPAC IPO price, the private investors have an incentive to sell
because they will still profit on sales because of the lower price at which they purchased
their shares compared to the public investors.
9.Please include a risk factor disclosing the dilution risks associated with the outstanding
Private Warrants. In this risk factor, quantify the number of shares that may be issued

 FirstName LastNameNeil Maresky
 Comapany NamePysence Biomedical Ltd.
 February 23, 2024 Page 3
 FirstName LastNameNeil Maresky
Pysence Biomedical Ltd.
February 23, 2024
Page 3
upon exercise of the Private Warrants and disclose the exercise price compared to the
market price of the underlying securities. In relation to the number of shares that may be
issued upon exercise, please contrast this figure with the total number of shares
outstanding as of the closing of the business combination.
10.You state on page 35 that you "expect" that your shares will be listed on Nasdaq, and that
as a result such securities will be covered securities. Please revise to update this
disclosure, as the company's common shares and warrants are now listed on Nasdaq.
Management's Discussion and Analysis of Financial Conditions and Results of Operations
Liquidity and Capital Resources, page 47
11.We note your statement on page 17 that you expect that the proceeds from the business
combination as well as existing cash will be sufficient to fund operations for 18 months.
However, in your Form F-4/A filed November 13, 2023, you projected that the combined
company would require an estimated $13.4 million for the first 12 months following the
closing of the transaction. We also note that both the Minimum Cash Condition and PIPE
Investment Condition were waived at closing and that post-redemptions the Trust Account
contained only $1.38 million. Please revise your Liquidity and Capital Resources
discussion to address the above and provide further information regarding how the
company believes that the proceeds and its existing cash is sufficient to fund operations
for the next 18 months. If the company is likely to have to seek additional capital, discuss
the effect of this offering on the company’s ability to raise additional capital.
Unaudited Pro Forma Condensed Combined Financial Information
Note 6 - Net Earnings (Loss) per Share, page 64
12.We note that the unaudited pro forma condensed combined financial information was
prepared to provide an understanding of the company upon consummation of the business
combination for illustrative purposes. We also note the table in Note 6 which sets out the
share ownership of the company following closing on a pro forma basis, which includes a
line item for 2,000,000 shares held by "PIPE Investors". Because it appears that no PIPE
was obtained in connection with the closing, please explain the inclusion of this line item.
General
13.Revise your prospectus to disclose the price that each selling shareholder paid for the
shares being registered for resale. Highlight any differences in the current trading price,
the prices at which the other selling shareholders acquired their shares and warrants, and
the price that the public shareholders paid to acquire their shares and warrants. Disclose
that while the other selling shareholders may experience a positive rate of return based on
the current trading price, the public shareholders may not experience a similar rate of
return on the shares they purchased due to differences in the purchase prices and the
current trading price. Please also disclose on an individual basis the potential profit the
selling shareholders will earn based on the current trading price. Lastly, please include

 FirstName LastNameNeil Maresky
 Comapany NamePysence Biomedical Ltd.
 February 23, 2024 Page 4
 FirstName LastName
Neil Maresky
Pysence Biomedical Ltd.
February 23, 2024
Page 4
appropriate risk factor disclosure regarding each of these points.
            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 Tamika Sheppard at 202-551-8346 or Laura Crotty at 202-551-7614 with
any other questions.
Sincerely,
Division of Corporation Finance
Office of Life Sciences
cc:       Ben Reichel

CORRESP
1
filename1.htm

Psyence Biomedical Ltd.

121 Richmond Street West

Penthouse Suite 1300

Toronto, Ontario M5H 2K1

+1 (416) 346-7764

November 13, 2023

VIA
EDGAR

Division of Corporation Finance

Office of Life Sciences

U.S. Securities & Exchange Commission

100 F Street, NE

Washington, D.C. 20549

    RE:
    Psyence Biomedical Ltd. (the “Company”)

    Registration Statement on Form F-4, as amended

    (File No. 333-273553) (the “Registration Statement”)

Ladies and Gentlemen:

The Company hereby requests,
pursuant to Rule 461 promulgated under the Securities Act of 1933, as amended, acceleration of effectiveness of the Registration
Statement so that such Registration Statement will become effective as of 4:00 p.m. EST on November 13, 2023, or as soon thereafter
as practicable.

Please contact Ari Edelman
of McDermott Will & Emery LLP, counsel to Newcourt Acquisition Corp, at (212) 547-5372 as soon as the Registration Statement
has been declared effective, or if you have any other questions or concerns regarding this matter.

    Very truly yours,

    Psyence Biomedical Ltd.

    By:
    /s/ Neil Maresky

    Name:
         Neil Maresky

    Title:
         Chief Executive Officer

    cc:
    McDermott Will & Emery LLP

    Ellenoff Grossman & Schole LLP

CORRESP
1
filename1.htm

November 3, 2023

U.S. Securities & Exchange Commission

Division of Corporation Finance

Office of Life Sciences

100 F Street, NE

Washington, D.C. 20549

Attn: Jimmy McNamara and Alan Campbell

Dear Mr. McNamara and Mr. Campbell:

Psyence Biomedical Ltd., a
corporation organized under the laws of Ontario (the “Company,” “we,” “our” or “us”),
hereby transmits the Company’s response to the comment letter received from the staff (the “Staff”) of the U.S. Securities
and Exchange Commission (the “Commission”) dated October 25, 2023, regarding Amendment No.2 to the Company’s Registration
Statement on Form F-4 filed with the Commission on October 16, 2023 (the “Registration Statement”). For the Staff’s
convenience, we have repeated below each of the Staff’s comments in bold and have followed such comments with the Company’s
response.

Amendment No. 2 to Registration Statement on Form F-4

Questions and Answers about the Business Combination

Who is Psyence?, page 7

 1. We note your response to prior comment 2 and re-issue in part. Please revise the Q&A to remove
citations to clinical data and trials of PEX010 from trials that are not conducted or sponsored by Psyence.

In response to the Staff’s comment,
the Company has revised the Q&A and Information About Psyence sections in Amendment No. 3 to the Registration Statement to remove
citations to clinical data and trials of PEX010 from trials that are not conducted or sponsored by Psyence.

We
thank the Staff for its review of the foregoing and the Registration Statement. If you have further comments, please feel free
to contact NCAC’s legal counsel, Ari Edelman, at aedelman@mwe.com or by telephone at (212) 547-5372 .

 Sincerely,

  By: /s/ Dr. Neil Maresky

  Name: Dr. Neil Maresky

  Title: Chief Executive Officer, Psyence
Biomedical Ltd.

United States securities and exchange commission logo
October 25, 2023
Dr. Neil Maresky
Chief Executive Officer
Psyence Biomedical Ltd.
121 Richmond Street West
Penthouse Suite 1300
Toronto, Ontario M5H 2K1
Re:Psyence Biomedical Ltd.
Amendment No. 2 to Registration Statement on Form F-4
Filed October 16, 2023
File No. 333-273553
Dear Dr. 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 this 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 October 4, 2023 letter.
Amendment No. 2 to Registration Statement on Form F-4
Questions and Answers about the Business Combination
Who is Psyence?, page 8
1.We note your response to prior comment 2 and re-issue in part. Please revise the Q&A to
remove citations to clinical data and trials of PEX010 from trials that are not conducted or
sponsored by Psyence.
            Please contact Li Xiao at 202-551-4391 or Kevin Vaughn at 202-551-3494 if you have
questions regarding comments on the financial statements and related matters. Please contact
Jimmy McNamara at 202-551-7349 or Alan Campbell at 202-551-4224 with any other questions.

 FirstName LastNameDr. Neil Maresky
 Comapany NamePsyence Biomedical Ltd.
 October 25, 2023 Page 2
 FirstName LastName
Dr. Neil Maresky
Psyence Biomedical Ltd.
October 25, 2023
Page 2
Sincerely,
Division of Corporation Finance
Office of Life Sciences
cc:       Ari Edelman

CORRESP
1
filename1.htm

October 16, 2023

U.S. Securities & Exchange Commission

Division of Corporation Finance

Office of Life Sciences

100 F Street, NE

Washington, D.C. 20549

Attn: Jimmy McNamara and Alan Campbell

Dear Mr. McNamara and Mr. Campbell:

Psyence Biomedical Ltd., a
corporation organized under the laws of Ontario (the “Company,” “we,” “our” or “us”),
hereby transmits the Company’s response to the comment letter received from the staff (the “Staff”) of the U.S. Securities
and Exchange Commission (the “Commission”) dated October 4, 2023, regarding Amendment No.1 to the Company’s Registration
Statement on Form F-4 filed with the Commission on September 20, 2023 (the “Registration Statement”). For the Staff’s
convenience, we have repeated below each of the Staff’s comments in bold and have followed such comments with the Company’s
response. All page references in the responses set forth below refer to page numbers in the Amendment No. 2 to the Registration
Statement (“Amendment No. 2”).

Amendment No. 1 to Registration Statement on Form F-4

Questions and Answers about the Business Combination, page 6

 1. We note your response to prior comment 7. Please add a Q&A discussing the advisory fee to be paid
to CCM. In your revisions, please disclose, if true, that the payment of this fee would be inconsistent with the representations made
by NCAC in its final IPO prospectus. To the extent applicable, please also disclose why NCAC is paying this fee to CCM, given the disclosure
in the final IPO prospectus. Please also revise your Risk Factors section to include a risk factor discussing the potential consequences
of the payment of this fee, including potential litigation.

In response to the Staff’s comment,
the Company has revised the disclosure on pages 16-17 and 82 of Amendment No. 2.

Who is Psyence?, page 8

 2. Please revise your response to this question to disclose the “fields of use” covered by
Psyence's December 2022 license agreement with Filament. Please also revise to disclose the aggregate amount of potential milestone
payments to be made to Filament, the amount of the annual exclusivity fee and the royalty rate in the Commercial IP Agreement, or a range
no greater than 10 percentage points. Finally, please clarify, if true, that Psyence has not completed a preclinical study or clinical
trial and (ii) revise the Q&A to remove citations to clinical data and trials of PEX010 from trials that are not conducted or
sponsored by Psyence.

In
response to the Staff’s comment, the Company has revised the disclosure on pages 9 and 166 of Amendment No. 2. The Company
respectfully advises the Staff that it believes the citations to clinical data and trials of PEX010 from trials that are not conducted
by or sponsored by Psyence should not be removed, because such data provides important context and information to investors regarding
the use of PEX010 in other clinical trials around the world. Further, such data backs up our disclosure that “PEX010
has received regulatory approval to proceed into Phase I and II clinical trials in several jurisdictions worldwide.”

What happens if a substantial number of NCAC Public
Shareholders vote in favor of the Business Combination and
exercise........, page 10

 3. Please revise the response to this question to reflect your disclosure on page 172 that Psyence
projects that it will require an estimated $13.4 million for the first 12 months following the closing of the Business Combination.

In response to the Staff’s comment,
the Company has revised the disclosure on page 11 of Amendment No. 2.

 4. We note your disclosure elsewhere in the proxy statement/prospectus that the Business Combination would
no longer be probable if the PIPE investment is not obtained and the Minimum Cash Condition is not met. Please revise this Q&A or
elsewhere in the Q&A, as appropriate, to discuss Pubco's liquidity position if the PIPE investment is not obtained, but the parties
elect to waive the Minimum Cash Condition and consummate the Business Combination.

In response to the Staff’s comment,
the Company has revised the disclosure on page 11 of Amendment No. 2.

What interests do NCAC's Sponsor, current officers
and directors have in the Business Combination?, page 15

 5. You disclosed $1,000,000 advisory fee to CCM here and to Maxim Group LLC at page 103, respectively.
Tell us how you have considered and revise to disclose more clearly how you reflected these obligations in your pro forma presentation.

In response to the Staff’s comment,
the Company has revised the disclosure on page 96 of Amendment No. 2.

Summary of the Proxy Statement/Prospectus

Other Agreements Related to the Business Combination
Agreement, page 27

 6. Please revise to disclose how many shares of Pubco are anticipated to be covered by the Registration
Rights Agreement and the Lock-Up Agreements.

In response to the Staff’s comment,
the Company has revised the disclosure on pages 29 and 140 of Amendment No. 2.

Recommendation of the NCAC Board and Reasons
for Approval of the Business Combination, page 116

 7. We note your response to comment 23, including your "expectation that [Psyence] will be able to
proceed directly to a pivotal Phase III FDA trial should the outcome of the Phase IIb trial in Australia be positive, subject to FDA review
and the opening of an IND." Please reconcile this expectation with the statement on page 48 that there is no guarantee that
the FDA will accept data from trials conducted outside of the United States.

In response to the Staff’s comment,
the Company has revised the disclosure on pages 118 and 165 of Amendment No. 2.

Information About Psyence

Psyence Therapeutics Business, page 163

 8. We note your response to prior comment 29 and re-issue. Please revise your disclosure to clarify, if
true, that Psyence has not completed a preclinical study or clinical trial of a product candidate.

In response to the Staff’s comment,
the Company has revised the disclosure on pages 10 and 166 of Amendment No. 2. In addition, the Company respectfully advises the Staff that it has removed the disclosure relating
to an ongoing preclinical study in rats to assess drug safety in an undisclosed condition from the section entitled “Information
about Psyence - Psyence Therapeutics Business - Business Objectives and Use of Proceeds” for the following reasons: (1) this rat
study is not included as part of the initial assets being acquired by NCAC under the terms of the Business Combination Agreement; (2)
the rat study is a completely separate safety study using synthetic psilocybin and is unrelated to PEX010, and therefore inclusion of
this study would not be relevant information for investors; (3) the proceeds of the post-combination company is not anticipated be used
to further this study; and (4) the study is a very early-stage animal study and there is no material information to report at this point.

Licensing and commercialization of PEX010,
page 164

 9. We note your response to our prior comment 32 and the revisions made in the filing. However please
further revise to address the following regarding the terms of the agreement:

 · Disclose
                                            the rights and obligations of both parties under the agreement.

 · Disclose
                                            the amount for the clinical and commercial milestones, the royalty rate or a range that does
                                            not exceed a 10 point range.

 · Disclose
                                            the expiration date and describe the termination provisions.

In response to the first three
bullets of the Staff’s comment, the Company has revised the disclosure on pages 8-10 and 165-166 of Amendment No. 2 to
more fully disclose the material terms of the agreements.

 · Disclose
                                            the amount of payments incurred, if any, and their related accounting.

In response to the Staff’s comment,
the Company has revised the disclosure on page 165 of Amendment No. 2.

 · In
                                            that regard, you disclosed under research and development at page 190 that you incurred
                                            $170,072 for the formulation and licensing of PEX010 for the year ended March 31, 2023.
                                            Clearly identify how this amount corelates to your revised disclosures here.

In response to the Staff’s comment,
the Company respectfully advises the Staff that the $170,072 were incurred in connection with milestone payments under the Research IP Agreement,
and that such amount now correlates to the revised disclosure on page 165 of Amendment No. 2.

Psyence Biomed Corp. Financial Statements

Note 2. Basis of Presentation

Carve-out Consolidated Statements of Financial
Position, page F-72

 10. Please address the following regarding your response to prior comment 43 in which you state that "Management
prepared the carve-out financials not because it was impracticable, but rather to reflect that only certain business assets were acquired
by NCAC."

 · As
                                            previously requested, if true, please revise to specifically confirm that you determined
                                            that it was "impracticable" to prepare the full financial statements of the clinical
                                            trial business as required by Item 3-05 of Regulation S-X, and disclose an explanation of
                                            such impracticability in the filing.

 · In
                                            Note 1, you define Psyence Biomed Corp. (the “Company” or “PBC” )
                                            as a life science biotechnology company owned by Psyence Group Inc. (“ Psyence Group
                                            ”). Revise to clearly identify what assets or liabilities of Psyence Biomed Corp. are
                                            not being acquired by NCAC. Further, clearly identify any other assets or liabilities of
                                            Psyence Group Inc. that are outside of Psyence Biomed Corp. that are being acquired by NCAC.

 · If
                                            you have concluded that it is not impracticable to provide complete consolidated financial
                                            statements as required by Item 3-05, then revise to provide complete consolidated financial
                                            statements for Psyence Biomed Corp. in lieu of the carve-out financial statements in your
                                            filing.

In response to the Staff’s
comment, the Company has revised the disclosure on pages F-71 to F-72 of Amendment No. 2 to clearly identify what assets
and liabilities are not being acquired by NCAC. The Company respectfully advises the Staff that NCAC is acquiring only the clinical
trial related assets and liabilities of Psyence Biomed Corp. (“PBC”) which are considered to be less than substantially
all of PBC’s key operating assets. Providing the full consolidated financial statements of PBC, of which the clinical trial
business is a part of, would not be accurate and would be misleading to investors. The audited carve-out consolidated
financial statements have therefore been prepared to present the relevant assets and liabilities and the direct and indirect
expenses of the clinical trial business, excluding the continuing operations retained by PBC that are not being acquired by NCAC, in
line with the SEC’s financial reporting manual, section 2065, items 1 through 3. No assets or liabilities exist outside of PBC
that are being acquired by NCAC.

The carve-out consolidated
financial statements represent the assets and liabilities of the clinical trial business that are specifically identifiable and for
which a reasonable basis exists to allocate items that are not specifically identifiable to the acquired business. The carve-out
financial statements are in compliance with the guidance in SAB Topic 1B.1.

We
thank the Staff for its review of the foregoing and the Registration Statement. If you have further comments, please feel free to contact
NCAC’s legal counsel, Ari Edelman, at aedelman@mwe.com or by telephone at (212) 547-5372 .

    Sincerely,

    By:
    /s/ Dr. Neil Maresky

    Name:
     Dr. Neil Maresky

    Title:
    Chief Executive Officer, Psyence Biomedical Ltd.

United States securities and exchange commission logo
October 4, 2023
Dr. Neil Maresky
Chief Executive Officer
Psyence Biomedical LTD
121 Richmond Street West
Penthouse Suite 1300
Toronto, Ontario M5H 2K1
Re:Psyence Biomedical LTD
Amendment No. 1 to Registration Statement on Form F-4
Filed September 20, 2023
File No. 333-273553
Dear Dr. Neil Maresky:
            We have reviewed your amended registration statement and have the following
comments.
            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 September 4, 2023 letter.
Amendment No. 1 to Registration Statement on Form F-4
Questions and Answers about the Business Combination, page 6
1.We note your response to prior comment 7. Please add a Q&A discussing the advisory fee
to be paid to CCM. In your revisions, please disclose, if true, that the payment of this fee
would be inconsistent with the representations made by NCAC in its final IPO prospectus.
To the extent applicable, please also disclose why NCAC is paying this fee to CCM, given
the disclosure in the final IPO prospectus. Please also revise your Risk Factors section to
include a risk factor discussing the potential consequences of the payment of this fee,
including potential litigation.
Who is Psyence?, page 8
2.Please revise your response to this question to disclose the "fields of use" covered by

 FirstName LastNameDr. Neil Maresky
 Comapany NamePsyence Biomedical LTD
 October 4, 2023 Page 2
 FirstName LastName
Dr. Neil Maresky
Psyence Biomedical LTD
October 4, 2023
Page 2
Psyence's December 2022 license agreement with Filament. Please also revise to disclose
the aggregate amount of potential milestone payments to be made to Filament, the amount
of the annual exclusivity fee and the royalty rate in the Commercial IP Agreement, or a
range no greater than 10 percentage points. Finally, please clarify, if true, that Psyence has
not completed a preclinical study or clinical trial and (ii) revise the Q&A to remove
citations to clinical data and trials of PEX010 from trials that are not conducted or
sponsored by Psyence.
What happens if a substantial number of NCAC Public Shareholders vote in favor of the
Business Combination..., page 10
3.Please revise the response to this question to reflect your disclosure on page 172 that
Psyence projects that it will require an estimated $13.4 million for the first 12 months
following the closing of the Business Combination.
4.We note your disclosure elsewhere in the proxy statement/prospectus that the Business
Combination would no longer be probable if the PIPE investment is not obtained and the
Minimum Cash Condition is not met. Please revise this Q&A or elsewhere in the Q&A, as
appropriate, to discuss Pubco's liquidity position if the PIPE investment is not obtained,
but the parties elect to waive the Minimum Cash Condition and consummate the Business
Combination.
What interests do NCAC's Sponsor, current officers and directors have in the Business
Combination?, page 15
5.You disclosed $1,000,000 advisory fee to CCM here and to Maxim Group LLC at page
103, respectively. Tell us how you have considered and revise to disclose more clearly
how you reflected these obligations in your pro forma presentation.
Summary of the Proxy Statement/Prospectus
Other Agreements Related to the Business Combination Agreement, page 27
6.Please revise to disclose how many shares of Pubco are anticipated to be covered by the
Registration Rights Agreement and the Lock-Up Agreements.
Recommendation of the NCAC Board and Reasons for Approval of the Business Combination,
page 116
7.We note your response to comment 23, including your "expectation that [Psyence] will be
able to proceed directly to a pivotal Phase III FDA trial should the outcome of the Phase
IIb trial in Australia be positive, subject to FDA review and the opening of an
IND." Please reconcile this expectation with the statement on page 48 that there is
no guarantee that the FDA will accept data from trials conducted outside of the United
States.

 FirstName LastNameDr. Neil Maresky
 Comapany NamePsyence Biomedical LTD
 October 4, 2023 Page 3
 FirstName LastName
Dr. Neil Maresky
Psyence Biomedical LTD
October 4, 2023
Page 3
Information about Psyence
Psyence Therapeutics Business, page 163
8.We note your response to prior comment 29 and re-issue. Please revise your disclosure to
clarify, if true, that Psyence has not completed a preclinical study or clinical trial of a
product candidate.
Licensing and commercialization of PEX010, page 164
9.We note your response to our prior comment 32 and the revisions made in the filing.
However please further revise to address the following regarding the terms of the
agreement:
•Disclose the rights and obligations of both parties under the agreement.
•Disclose the amount for the clinical and commercial milestones, the royalty rate or a
range that does not exceed a 10 point range.
•Disclose the expiration date and describe the termination provisions.
•Disclose the amount of payments incurred, if any, and their related accounting.
•In that regard, you disclosed under research and development at page 190 that you
incurred $170,072 for the formulation and licensing of PEX010 for the year ended
March 31, 2023. Clearly identify how this amount corelates to your revised
disclosures here.
Psyence Biomed Corp. Financial Statements
Note 2. Basis of Presentation
Carve-out Consolidated Statements of Financial Position, page F-72
10.Please address the following regarding your response to prior comment 43 in which you
state that "Management prepared the carve-out financials not because it was
impracticable, but rather to reflect that only certain business assets were acquired by
NCAC."
•As previously requested, if true, please revise to specifically confirm that you
determined that it was "impracticable" to prepare the full financial statements of the
clinical trial business as required by Item 3-05 of Regulation S-X, and disclose an
explanation of such impracticability in the filing.
•In Note 1, you define Psyence Biomed Corp. (the “Company” or “PBC” ) as a life
science biotechnology company owned by Psyence Group Inc. (“ Psyence Group ”).
Revise to clearly identify what assets or liabilities of Psyence Biomed Corp. are not
being acquired by NCAC.  Further, clearly identify any other assets or liabilities of
Psyence Group Inc. that are outside of Psyence Biomed Corp. that are being acquired
by NCAC.
•If you have concluded that it is not impracticable to provide complete consolidated
financial statements as required by Item 3-05, then revise to provide complete
consolidated financial statements for Psyence Biomed Corp. in lieu of the carve-out
financial statements in your filing.

 FirstName LastNameDr. Neil Maresky
 Comapany NamePsyence Biomedical LTD
 October 4, 2023 Page 4
 FirstName LastName
Dr. Neil Maresky
Psyence Biomedical LTD
October 4, 2023
Page 4
            Please contact Li Xiao at 202-551-4391 or Kevin Vaughn at 202-551-3494 if you have
questions regarding comments on the financial statements and related matters. Please contact
Jimmy McNamara at 202-551-7349 or Alan Campbell at 202-551-4224 with any other questions.
Sincerely,
Division of Corporation Finance
Office of Life Sciences
cc:       Ari Edelman

CORRESP
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filename1.htm

September 20, 2023

U.S. Securities & Exchange Commission

Division of Corporation Finance

Office of Life Sciences

100 F Street, NE

Washington, D.C. 20549

Attn: Li Xiao and Kevin Vaughn

Dear Ms. Xiao and Mr. Vaughn:

Psyence Biomedical Ltd., a
corporation organized under the laws of Ontario (the “Company,” “we,” “our” or “us”),
hereby transmits the Company’s response to the comment letter received from the staff (the “Staff”) of the U.S. Securities
and Exchange Commission (the “Commission”) dated September 4, 2023, regarding the Company’s Registration Statement
on Form F-4 filed with the Commission on August 1, 2023 (the “Registration Statement”). For the Staff’s convenience,
we have repeated below each of the Staff’s comments in bold and have followed such comments with the Company’s response. All
page references in the responses set forth below refer to page numbers in the Amendment No. 1 to the Registration Statement
(“Amendment No. 1”).

Registration Statement on Form F-4, Filed August 1, 2023

Cover Page

 1. We note your disclosure that Pubco will apply for Nasdaq listing of the shares of Pubco Common Shares
and Pubco Public Warrants in connection with the Closing, and that there is no assurance that Pubco will be approved for Nasdaq listing.
With reference to the disclosure on page 59, please revise the cover page to highlight that the listing is a waivable condition
to closing and, as such, shareholders will lack certainty concerning the listing at the time they make their voting and redemption decisions.

In response to the Staff’s comment,
the Company has revised the disclosure on the cover page of Amendment No. 1.

Market and Industry Data, page 1

 2. Please revise to disclose whether you believe the sources are reliable.

In response to the Staff’s comment, the Company has
revised the disclosure on page 1 of Amendment No. 1.

Questions and Answers About the Business Combination

What happens if a substantial number of NCAC
Public Shareholders vote in favor of the

Business Combination
and exercise ... , page 8

 3. It appears that underwriting fees remain constant and are not adjusted based on redemptions. Please
revise your disclosure on page 9 to disclose the effective underwriting fee on a percentage basis for shares at each redemption level
presented in your sensitivity analysis related to dilution.

In response to the Staff’s comment,
the Company has revised the disclosure on page 11 of Amendment No. 1.

 4. We note the inclusion of Backstop Shares in the table. Please advise regarding whether there is a Backstop
arrangement in place.

In response to the Staff’s comment,
the Company has revised the disclosure on page 11 of Amendment No. 1.

 5. Please revise to disclose the Minimum Cash Condition to provide context to the Maximum Redemption Scenario
discussion. Also, disclose the amount of additional financing that the parties would need to secure in order to meet the condition under
this redemption scenario. In light of the disclosure at the bottom of page 70, it appears that NCAC's Sponsor, officers and directors
control NCAC and also hold the votes need to approve or reject the Business Combination. As such, please revise to indicate whether NCAC's
Sponsor, officers and directors will allow the Business Combination to close absent sufficient funding to meet the Minimum Cash Condition.

In response to the Staff’s comment,
the Company has revised the disclosure on page 11 of Amendment No. 1.

Who is Psyence?, page 8

 6. Please revise to clarify and expand your disclosure that Psyence develops natural psilocybin products
and that it has commenced the clinical trial process to evaluate the safety and efficacy of its product candidates. In this regard, please
clarify that you in-license the lead candidate, PEX010, until 2027. Also, explain, if true, that you have not conducted preclinical or
clinical trials to date for this drug candidate.

In response to the Staff’s comment,
the Company has revised the disclosure on pages 8-10 of Amendment No. 1.

What interests do NCAC's Sponsor, current officers
and directors have in the Business Combination?, page 11

 7. With reference to the disclosure at the top of page 13, please tell us how the $1,000,000 advisory
fee to CCM is consistent with the representations on pages 94-95 of the final NCAC IPO prospectus concerning limitations on payments
and compensation to the Sponsor and its affiliates.

To date, NCAC has not paid its Sponsor,
officers or directors, or any entities with which they are affiliated, any finder’s fee, consulting fee or other compensation prior
to, or for any services they rendered in order to effectuate, the consummation of our initial business combination, other than as described
in NCAC’s final IPO prospectus.

Although inconsistent with the
representations in NCAC’s final IPO prospectus concerning limitations on payments and compensation to the Sponsor and its
affiliates, NCAC intends to issue the Advisory Fee in the form of equity to CCM, an affiliate of the Sponsor. NCAC is disclosing
such intention and giving shareholders the opportunity to vote against the proposals presented at the special meeting and/or redeem
their NCAC Public Shares.

Even if the Business Combination is consummated,
Pubco will require substantial additional funding to achieve its business goals..., page 41

 8. Please tell us your basis for disclosing that the 505(b)(2) pathway would allow for a shorter
development program along with less data that is developed by Psyence, as compared to a regular NDA submission. In this regard, we note
the disclosure on page 56 indicates that there have been relatively few clinical trials pertaining to psilocybin products. In addition,
revise the Business section to discuss the 505(b)(2) regulatory pathway and your plans to pursue that pathway.

In response to the Staff’s comment,
the Company has revised the disclosure on pages 70 and 171-172 of Amendment No. 1.

Unaudited Pro Forma Condensed Combined Financial
Information

Note 2. Basis of Presentation

Minimum Cash Closing Condition and Proposed
PIPE Investment, page 81

 9. You disclose here that at the time of this filing, there is no commitment for the proposed additional
financing from the PIPE Investment, and you include the PIPE proceeds as part of your pro forma presentation to meet the Minimum Cash
Condition. Please revise to address the following:

 · Elsewhere in the filing where you discuss the PIPE Investment and the Minimum Cash Condition, revise
to prominently disclose the extent to which you have or do not have a firm commitment of such funding, and discuss any other related uncertainties.

In response to the Staff’s comment,
the Company has revised the disclosure on pages 11, 31 and 91 of Amendment No. 1.

 · If true, revise your pro forma narrative and footnotes to more clearly discuss the possible scenario
that you are not able to obtain additional funding, but that you are omitting such a scenario from your pro forma presentation because
in that case the merger would no longer be probable of completion due to the Minimum Cash Condition.

In response to the Staff’s comment,
the Company has revised the disclosure on page 90 of Amendment No. 1.

 · The ending cash balance in Scenario
2 on page 78 appears to be below $20 million. Please tell us and revise to clarify how the current maximum redemption Scenario 2
meets the $20 million Minimum Cash Condition. In that regard we note your disclosure that the repayment of certain debt and member payables
that is expected to be paid by Psyence immediately following the Closing does not impact the Minimum Cash Condition.

In response to the Staff’s comment,
the Company has revised the disclosure on page 91 of Amendment No. 1.

Note 3. Accounting for the Business Combination,
page 83

 10. You disclose here on page 84 that the Business Combination will be accounted for as a capital
reorganization in accordance with IFRS. However, at pages 28 and 116 you refer to it as a reverse recapitalization. Please
reconcile this apparent inconsistency, and explain to us your justification for treating the business combination as a reverse recapitalization
under IFRS considering the registrant of this Form F-4 owns the carve out clinical trial business with the Business Combination being
treated as the equivalent of Psyence Biomed Corp. issuing shares for the net assets of NCAC as you disclosed at page 28.

In response to the Staff’s comment,
the Company has revised the disclosure on pages 32 and 127 of Amendment No. 1.

Note 5. Adjustments to Unaudited Pro Forma
Condensed Combined Balance Sheet as of March 31, 2023

Adjustment (I) , page 88

 11. Please address the following:

 · Please tell us the extent to which you have entered into an agreement with the underwriter to waive
the 50% deferred underwriter fee.

The underwriter has agreed via e-mail
correspondence that they will waive 50% of the fee and will agree to accept payment of the un-waived portion 50% in cash and 50% in shares
of the Company.

 · If so, revise to disclose the date and the terms of the agreement, as well as how you will account
for the waiver.

In response to the Staff’s comment,
the Company has revised the disclosure on page 96 of Amendment No. 1.

 · As part of your response, tell us and revise to disclose how the underwriting fee was originally recorded
and the extent to which it was allocated between various securities.

The transaction costs were originally
allocated on a pro rata basis between the NCAC Class A Ordinary Shares and the NCAC Public Warrants. The portion attributed to NCAC
Class A Ordinary Shares was allocated to Class A ordinary share and subsequently trued up to redemption value. The portion attributed
to the warrants was applied to earnings. As such the reversal of the fee was applied to accumulated deficit to reverse the effect of the
original entry.

 · Please also explain to us your consideration
to record the $6.55 million representing the 50% deferred underwriter fee waived against accumulated deficit in your pro forma balance
sheet.

Please see response above.

Adjustment (M), page 89

 12. Please explain to us your consideration why it is appropriate under 11-02 of Regulation S-X to include
the interest earned after the balance sheet date in your pro forma balance sheet as of March 31, 2023.

In review of the SEC rule and regulations
excerpted below, management believes that the interest earned in trust as well as the extension deposit have a direct impact on the redemption
price of the redeemable shares of NCAC, as such in order to properly estimate the number of shares that could be redeemed to ensure the
minimum net cash requirement is met the interest earned and extension deposits should be included to properly calculate the maximum redemption
scenario.

Regulation S-X, Article 11 Pro
Forma Financial Information

Rule 11-02(a), Preparation requirements,
Form and content

(6) The pro forma condensed
balance sheet and pro forma condensed statements of comprehensive income must include, and be limited to, the following pro forma adjustments,
except as noted in paragraph (a)(7) of this section:

(i) Transaction Accounting Adjustments.

(A) Adjustments that depict in
the pro forma condensed balance sheet the accounting for the transaction required by US Generally Accepted Accounting Principles (US GAAP)
or, as applicable, International Financial Reporting Standards as issued by the International Accounting Standards Board (IFRS-IASB).
Calculate pro forma adjustments using the measurement date and method prescribed by the applicable accounting standards. For a probable
transaction, calculate pro forma adjustments using, and disclose, the most recent practicable date prior to the effective date (for registration
statements), qualification date (for Regulation A offering statements), or the mail date (for proxy statements).

(B) Adjustments that depict in
the pro forma condensed statements of comprehensive income the effects of the pro forma balance sheet adjustments in paragraph (a)(6)(i)(A) of
this section assuming those adjustments were made as of the beginning of the fiscal year presented. Such adjustments must be made whether
or not the pro forma balance sheet is presented pursuant to paragraph (c)(1) of this section. If the condition in Rule 11-01(a) that
is met does not have a balance sheet effect, then depict the accounting for the transaction required by US GAAP or IFRS-IASB, as applicable.

The Business Combination

The Background of the Business Combination,
page 99

 13. We note your disclosure that you had in-person or telephonic discussions with 19 potential acquisition
target companies. Please disclose how many potential acquisition target companies were in the biotech industry.

In response to the Staff’s comment,
the Company has revised the disclosure on page 108 of Amendment No. 1.

 14. We note your references to “among other criteria” and “inter alia” while describing
the criteria that NCAC used in evaluating potential acquisition companies. Please include all material criteria used by NCAC in this regard.

In response to the Staff’s comment,
the Company has revised the disclosure on page 108 of Amendment No. 1.

 15. Please revise to discuss where applicable, the discussions and negotiations concerning the capital
requirements of Psyence, including the amounts planned for phase 2B drug trials, as well as the Minimum Cash Condition.

In response to the Staff’s comment,
the Company has revised the disclosure on page 111 of Amendment No. 1.

 16. Please revise the disclosure on page 102 so it is presented in chronological order.

In response to the Staff’s comment,
the Company has revised the disclosure on page 111 of Amendment No. 1.

 17. Please revise the November 27 entry to clarify which party made the initial proposal. Also discuss
the "sources and uses" calculation.

In response to the Staff’s comment,
the Company has revised the disclosure on page 111 of Amendment No. 1.

 18. Please name the corporate advisors, and Corporate Advisor, described on pages 101 and 102, respectively.

In response to the Staff’s comment,
the Company has revised the disclosure on page 111 of Amendment No. 1.

 19. With reference to the January 7 entry, please revise the Background section to explain the negotiations
concerning the terms of the Parent Support Agreement, the PIPE Financing and Parent termination rights.

In response to the Staff’s comment,
the Company has revised the disclosure on page 113 of Amendment No. 1.

 20. Please explain the provisions of the February 15, 2023 amendment.

In response to the Staff’s comment, the Company has revised the
disclosure on page 114 of Amendment No. 1.

 21. Please revise the Background section, or another appropriate section of the proxy/prospectus, to explain
the material changes between the Original Business Combination Agreement, executed on January 9, 2023, and the Amended and Restated
Business Combination Agreement, executed on July 31, 2023. Please revise the Background section to explain which party sought to
renegotiate the terms of the arrangement. Without limitation, revise to identify and discuss the reasons for the additional due diligence
and the proposed and actual changes to the structure of the Business Combination.

In response to the Staff’s comment,
the Company has revised the disclosure on pages 114 and 115 of Amendment No. 1.

 22. Revise the July 17 and July 27 entries to explain the substance of the "Parent disclosure
letter" and the reason(s) why NCAC negotiated to ensure that Parent would not conduct "drug trials outside of Psyence and
its subsidiaries" between signing and closing.

In response to the Staff’s comment,
the Company has revised the disclosure on page 115 of Amendment No. 1.

Recommendation of the NCAC Board..., page 106

 23. Please revise to explain briefly here and more extensively

United States securities and exchange commission logo
September 4, 2023
Dr. 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-4
Filed August 1, 2023
File No. 333-273553
Dear Dr. Neil Maresky:
            We have reviewed your registration statement and have the following comments.  In
some of our comments, we may ask you to provide us with information so we may better
understand your disclosure.
            Please respond to this letter by amending your registration statement and providing the
requested information.  If you do not believe our comments apply 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 these comments, we may have additional comments.
Registration Statement on Form F-4
Cover Page
1.We note your disclosure that Pubco will apply for Nasdaq listing of the shares of Pubco
Common Shares and Pubco Public Warrants in connection with the Closing, and that there
is no assurance that Pubco will be approved for Nasdaq listing. With reference to the
disclosure on page 59, please revise the coverpage to highlight that the listing is a
waivable condition to closing and, as such, shareholders will lack certainty concerning the
listing at the time they make their voting and redemption decisions.
Market and Industry Data, page 1
2.Please revise to disclose whether you believe the sources are reliable.

 FirstName LastNameDr. Neil Maresky
 Comapany NamePsyence Biomedical LTD
 September 4, 2023 Page 2
 FirstName LastNameDr. Neil Maresky
Psyence Biomedical LTD
September 4, 2023
Page 2
Questions and Answers About the Business Combination
What happens if a substantial number of NCAC Public Shareholders vote in favor of the
Business Combination and exercise...., page 8
3.It appears that underwriting fees remain constant and are not adjusted based on
redemptions.  Please revise your disclosure on page 9 to disclose the effective
underwriting fee on a percentage basis for shares at each redemption level presented in
your sensitivity analysis related to dilution.
4.We note the inclusion of Backstop Shares in the table.  Please advise regarding whether
there is a Backstop arrangement in place.
5.Please revise to disclose the Minimum Cash Condition to provide context to the
Maximum Redemption Scenario discussion. Also, disclose the amount of additional
financing that the parties would need to secure in order to meet the condition under this
redemption scenario. In light of the disclosure at the bottom of page 70, it appears that
NCAC's Sponsor, officers and directors control NCAC and also hold the votes need to
approve or reject the Business Combination.  As such, please revise to indicate
whether NCAC's Sponsor, officers and directors will allow the Business Combination to
close absent sufficient funding to meet the Minimum Cash Condition.
Who is Psyence?, page 8
6.Please revise to clarify and expand your disclosure that Psyence develops natural
psilocybin products and that it has commenced the clinical trial process to evaluate the
safety and efficacy of its product candidates. In this regard, please clarify that you in-
license the lead candidate, PEX010, until 2027. Also, explain, if true, that you have not
conducted preclinical or clinical trials to date for this drug candidate.
What interests do NCAC's Sponsor, current officers and directors have in the Business
Combination?, page 11
7.With reference to the disclosure at the top of page 13, please tell us how the $1,000,000
advisory fee to CCM is consistent with the representations on pages 94-95 of the final
NCAC IPO prospectus concerning limitations on payments and compensation to the
Sponsor and its affiliates.
Even if the Business Combination is consummated, Pubco will require substantial additional
funding to achieve its business goals..., page 41
8.Please tell us your basis for disclosing that the 505(b)(2) pathway would allow for a
shorter development program along with less data that is developed by Psyence, as
compared to a regular NDA submission. In this regard, we note the disclosure on page 56
indicates that there have been relatively few clinical trials pertaining to psilocybin
products. In addition, revise the Business section to discuss the 505(b)(2) regulatory
pathway and your plans to pursue that pathway.

 FirstName LastNameDr. Neil Maresky
 Comapany NamePsyence Biomedical LTD
 September 4, 2023 Page 3
 FirstName LastNameDr. Neil Maresky
Psyence Biomedical LTD
September 4, 2023
Page 3
Unaudited Pro Forma Condensed Combined Financial Information
Note 2. Basis of Presentation
Minimum Cash Closing Condition and Proposed PIPE Investment, page 81
9.You disclose here that at the time of this filing, there is no commitment for the proposed
additional financing from the PIPE Investment, and you include the PIPE proceeds as part
of your pro forma presentation to meet the Minimum Cash Condition. Please revise to
address the following:
•Elsewhere in the filing where you discuss the PIPE Investment and the Minimum
Cash Condition, revise to prominently disclose the extent to which you have or do not
have a firm commitment of such funding, and discuss any other related uncertainties.
•If true, revise your pro forma narrative and footnotes to more clearly discuss the
possible scenario that you are not able to obtain additional funding, but that you are
omitting such a scenario from your pro forma presentation because in that case the
merger would no longer be probable of completion due to the Minimum Cash
Condition.
•The ending cash balance in Scenario 2 on page 78 appears to be below $20 million.
Please tell us and revise to clarify how the current maximum redemption Scenario 2
meets the $20 million Minimum Cash Condition. In that regard we note your
disclosure that the repayment of certain debt and member payables that is expected to
be paid by Psyence immediately following the Closing does not impact the Minimum
Cash Condition.
Note 3. Accounting for the Business Combination, page 83
10.You disclose here on page 84 that the Business Combination will be accounted for as a
capital reorganization in accordance with IFRS. However, at pages 28 and 116 you refer
to it as a reverse recapitalization. Please reconcile this apparent inconsistency, and explain
to us your justification for treating the business combination as a reverse recapitalization
under IFRS considering the registrant of this Form F-4 owns the carve out clinical trial
business with the Business Combination being treated as the equivalent of Psyence
Biomed Corp. issuing shares for the net assets of NCAC as you disclosed at page 28.
Note 5. Adjustments to Unaudited Pro Forma Condensed Combined Balance Sheet as of March
31, 2023
Adjustment (I) , page 88
11.Please address the following:
•Please tell us the extent to which you have entered into an agreement with the
underwriter to waive the 50% deferred underwriter fee.
•If so, revise to disclose the date and the terms of the agreement, as well as how you
will account for the waiver.
•As part of your response, tell us and revise to disclose how the underwriting fee was
originally recorded and the extent to which it was allocated between various

 FirstName LastNameDr. Neil Maresky
 Comapany NamePsyence Biomedical LTD
 September 4, 2023 Page 4
 FirstName LastNameDr. Neil Maresky
Psyence Biomedical LTD
September 4, 2023
Page 4
securities.
•Please also explain to us your consideration to record the $6.55 million representing
the 50% deferred underwriter fee waived against accumulated deficit in your pro
forma balance sheet.
Adjustment (M), page 89
12.Please explain to us your consideration why it is appropriate under 11-02 of Regulation S-
X to include the interest earned after the balance sheet date in your pro forma balance
sheet as of March 31, 2023.
The Business Combination
The Background of the Business Combination, page 99
13.We note your disclosure that you had in-person or telephonic discussions with 19 potential
acquisition target companies.  Please disclose how many potential acquisition target
companies were in the biotech industry.
14.We note your references to “among other criteria” and “inter alia” while describing the
criteria that NCAC used in evaluating potential acquisition companies.  Please include all
material criteria used by NCAC in this regard.
15.Please revise to discuss where applicable, the discussions and negotiations concerning the
capital requirements of Psyence, including the amounts planned for phase 2B drug trials,
as well as the Minimum Cash Condition.
16.Please revise the disclosure on page 102 so it is presented in chronological order.
17.Please revise the November 27 entry to clarify which party made the initial proposal. Also
discuss the "sources and uses" calculation.
18.Please name the corporate advisors, and Corporate Advisor, described on pages 101 and
102, respectively.
19.With reference to the January 7 entry, please revise the Background section to explain the
negotiations concerning the terms of the Parent Support Agreement, the PIPE Financing
and Parent termination rights.
20.Please explain the provisions of the February 15, 2023 amendment.
21.Please revise the Background section, or another appropriate section of the
proxy/prospectus, to explain the material changes between the Original Business
Combination Agreement, executed on January 9, 2023, and the Amended and Restated
Business Combination Agreement, executed on July 31, 2023. Please revise the
Background section to explain which party sought to renegotiate the terms of the
arrangement.  Without limitation, revise to identify and discuss the reasons for the
additional due diligence and the proposed and actual changes to the structure of the
Business Combination.

 FirstName LastNameDr. Neil Maresky
 Comapany NamePsyence Biomedical LTD
 September 4, 2023 Page 5
 FirstName LastNameDr. Neil Maresky
Psyence Biomedical LTD
September 4, 2023
Page 5
22.Revise the July 17 and July 27 entries to explain the substance of the "Parent disclosure
letter" and the reason(s) why NCAC negotiated to ensure that Parent would not conduct
"drug trials outside of Psyence and its subsidiaries" between signing and closing.
Recommendation of the NCAC Board..., page 106
23.Please revise to explain briefly here and and more extensively elsewhere, as
appropriate, Psyence's "capital efficient approach" to conducting trials and the expectation
that the trials will be run on a "capital light" basis.
Opinion of RNA Advisors, LLC
Summary of Financial Analysis, page 112
24.With regard to your disclosures for the RNA valuation approaches, including the projected
revenues and free cash flows, please address the following:
•Under the income approach, you stated that you developed an rNPV analysis based
on information provided by Psyence’s management, and presented key assumptions
for the projected revenues and cash flows. Explain to us, and revise as necessary to
disclose, how the assumptions regarding the probability of successful approval by
FDA at various stages compare to industry standards. Disclose the industry data RNA
relied upon related to FDA approval, and identify the basis for any adjustments to or
departures from industry averages based on your specific fact pattern.
•Both of the portrayals provided appear to be presented assuming commercial success
and successful regulatory approval. Explain to us whether you were provided with
and the extent to which you have considered alternative scenarios in which
significant research and development costs were incurred without achieving
regulatory approval or commercial success in your analysis. Further, discuss the
extent to which you considered other scenarios in which commercial success and
regulatory approval was not achieved until significantly later in time and at greater
cost.
•Explain to us why you present the projected revenues and free cash flows starting
from year 2027, without presenting the cash flows expected to invested in the
business in the years leading up to the point of FDA approval to properly balance the
presentation. Revise your presentation accordingly, or specifically explain how you
determined omitting such expected and necessary costs to potentially achieve
commercialization is not prohibitively unbalanced.
•Revise to disclose more prominently the limitations of the usefulness of the scenarios
presented here given there is no guarantee that the products will achieve FDA
approval and/or commercialization, and the inherent inaccuracy of any estimates of
costs to be incurred to achieve regulatory approval.
Summary of Financial Analyses
Income Approach, page 112
25.We note that RNA developed its analysis based on “information” provided by Psyence’s

 FirstName LastNameDr. Neil Maresky
 Comapany NamePsyence Biomedical LTD
 September 4, 2023 Page 6
 FirstName LastName
Dr. Neil Maresky
Psyence Biomedical LTD
September 4, 2023
Page 6
management.  Please identify the information prepared by Psyence’s management and
provided to RNA in connection with its fairness opinion, and describe the material
assumptions and limitations underlying such information.
26.We note the analysis includes a projected product launch in the United States in 2027Q2
on page 113, and that both Portrayal 1 and 2 presumed regulatory approval and
commercialization.  Please fully describe the assumptions that underlie the projections and
the type of market assumed in developing those assumptions, including if less favorable
outcomes were considered.
Material U.S. Federal Income Tax..., page 129
27.Please file counsel's short-form tax opinion pursuant to Regulation S-K, Item 601(b)(8).
28.Please revise to have counsel state clearly what the tax consequences are to: (i) NCAC
public holders who receive Psyence Biomedical Ltd shares at closing and (ii) NCAC
public holders who redeem their shares. In order to render the opinion, it appears that
counsel will need to determine whether it is more likely than not that (i) the Merger
qualifies as a Reorganization and (ii) PubCo will be treated as a PFIC.  Refer to Refer to
Staff Legal Bulletin No. 19 (Oct. 14, 2011) for guidance concerning assumptions and
qualifications in tax opinions.
Information about Psyence, page 150
29.Please revise to explain what work Psyence has conducted to date in developing drugs
using nature-based psilocybin products. In this regard, we do not see any reference to pre-
clinical or Phase 1 trials relating to the in-licensed PEX010 product candidate.
30.Please revise, where appropriate, to discuss the costs associated with the Phase 2B clinical
trial. Also discuss the planned allocation for the proceeds to be received by the combined
company. In this regard, show the planned allocation under the various cash scenarios
outlined on page 37 and elsewhere. Given your disclosure that the Minimum Cash
Condition is a waivable condition, please also disclose the funding that the business
requires to operate for the first twelve months following the closing.

Palliative Care Clinical Trial , page 151
31.Please identify the “FDA-recommended primary endpoints” to study PEX010. Clarify
whether the referenced 75-patient trial is a trial that you plan to conduct and one that you
have discussed with FDA. Alternatively, please clarify that the referenced trial is a third-
party trial or advise.

 FirstName LastNameDr. Neil Maresky
 Comapany NamePsyence Biomedical LTD
 September 4, 2023 Page 7
 FirstName LastName
Dr. Neil Maresky
Psyence Biomedical LTD
September 4, 2023
Page 7
Information about Psyence
Licensing and commercialization of PEX010, page 152
Licensing and Commercialization of PEX010, page 152
32.Please revise to disclose all key financial terms u