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United States securities and exchange commission logo
April 28, 2023
Kenneth Mantel
Partner
Olshan Frome Wolosky LLP
1325 Avenue of the Americas
New York, NY 10019
Re:Mind Medicine (MindMed) Inc.
Preliminary Proxy Statement filed by FCM MM Holdings, LLC et al.
Filed April 20, 2023
File No. 001-40360
Dear Kenneth Mantel:
            We have reviewed your filing 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 these comments by providing the requested information or advise us as
soon as possible when you will respond. If you do not believe our comments apply to your facts
and circumstances, please tell us why in your response.
            After reviewing your response to these comments, we may have additional comments.
All terms have the same meaning as in your materials.
Preliminary Proxy Statement filed on April 20, 2023
General
1.We note the press release issued August 11, 2022, available at mindmed.zone, that states
"FCM is managed by Dr. Scott Freeman and represents an investment of 5.6% of
MindMed's shares outstanding."  See also the September 28, 2022 press release.  A
Schedule 13D does not appear to have been filed by FCM.  Rule 13d-1(a) of Regulation
13D-G requires the filing of a Schedule 13D within 10 days after the acquisition of more
than five percent of a class of equity securities specified in Rule 13d-1(i).  Please advise
us as to how FCM complied with the requirements of Rule 13d-1(a).
Cover Page
2.We note the disclosure here and elsewhere that the "latest dated proxy is the only one that
will be counted."  Please clarify that the proxy must be received by the cut-off time and

 FirstName LastNameKenneth Mantel
 Comapany NameOlshan Frome Wolosky LLP
 April 28, 2023 Page 2
 FirstName LastNameKenneth Mantel
Olshan Frome Wolosky LLP
April 28, 2023
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date for revoking proxies as disclosed in the Company's proxy statement.
Reasons for the Solicitation, page 11
3.Please explain the specific actions your nominees will take if elected to the board.
Specifically, describe the actions to be taken to "Put MindMed on a Path Forward to
Succeed in Clinical Trials and Unleash Significant Value Creation" and to "[hold]
management accountable in efficiently and safely bringing new drugs to market and
creating durable value for shareholders."
Voting and Proxy Procedures, page 26
4.We note that a shareholder can appoint a person to act on their behalf by striking out the
name on the BLUE card and "inserting the name of the person to be appointed as
proxyholder in the blank box provided on the BLUE" card.  Please revise or clarify, as
there does not appear to be a blank box on the card.
Votes Required for Approval, page 28
5.Please revise the disclosure regarding the effect of abstentions on the Ratification of
Independent Registered Public Accounting Firm, as page 11 of the Company's Proxy
Statement notes that abstentions will have no effect.
Additional Participant Information, page 30
6.Please disclose the status of Savant Holdings's and Savant Addiction's liquidation and any
entitlement that the Savant Parties have to the Company shares held by Savant Holdings.
Additionally, please disclose further details surrounding the dispute between Dr. Freeman
and Savant Holdings regarding the "up to five million common shares," and whether any
of the Savant Parties are also entitled to such shares.
7.We note that FCM Holdings entered into a Proxy Coordination Agreement with William
Boulanger, Barry Freeman, Gemma Freeman, Stephen Kuehne, Christina Landaw, Mr.
Terrence Boardman & Mrs. Margaret Boardman JT TEN, the John Scharffenberger Trust
dated August 30, 2011, Revocable Trust Mendocino County CA and the Robert Lee
Douglas Revocable Trust, in which each party granted FCM Holdings sole authority to
vote or dispose of all common shares held or subsequently acquired.  Please explain why
these parties have not been included as participants in this solicitation.  See Instruction 3
to Item 4 of Schedule 14A.
8.We note the disclosure on page 31 regarding the call option contracts sold by Dr. Freeman
and Mr. Freeman. Please disclose the counterparties to such contracts and additional detail
regarding them. See Item 5(b)(1)(viii) of Schedule 14A.
            We remind you that the filing persons are responsible for the accuracy and adequacy of
their disclosures, notwithstanding any review, comments, action or absence of action by the staff.

 FirstName LastNameKenneth Mantel
 Comapany NameOlshan Frome Wolosky LLP
 April 28, 2023 Page 3
 FirstName LastName
Kenneth Mantel
Olshan Frome Wolosky LLP
April 28, 2023
Page 3
            Please direct any questions to Michael Killoy at (202) 551-7576 or David Plattner at
(202) 551-8094.
Sincerely,
Division of Corporation Finance
Office of Mergers & Acquisitions