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CORRESP
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CORRESP

 April 28, 2023

 Office
of Mergers and Acquisitions

 Division of Corporation Finance

U.S. Securities and Exchange Commission

 100 F Street, N.E.

Washington, D.C. 20549

 Attention: Michael Killoy

Re:
 Mind Medicine (MindMed) Inc.

PREC14A Preliminary Proxy Statement on Schedule 14A

Filed on April 18, 2023

File No. 001-40360

Dear Mr. Killoy:

 On behalf of Mind
Medicine (MindMed) Inc. (“MindMed” or the “Company”), we submit this letter in response to comments received from the staff (the “Staff”) of the U.S. Securities and Exchange
Commission (the “Commission”) by letter dated April 27, 2023 (the “Comment Letter”) with respect to the Company’s Preliminary Proxy Statement on Schedule 14A filed with the Commission on
April 18, 2023 (the “Preliminary Proxy Statement”). Concurrently with the submission of this response letter, the Company is filing Amendment No. 1 to the Preliminary Proxy Statement (the “Amended
Preliminary Proxy Statement”). For the convenience of the Staff, the numbering of the paragraphs below corresponds to the numbering of the comment in the Comment Letter, the text of which we have incorporated into this response letter
for convenience in italicized type and which is followed by the Company’s response. In the responses below, page number references are to the Amended Preliminary Proxy Statement.

Preliminary Proxy Statement on Schedule 14A filed April 18, 2023

General

1.
 Please mark as preliminary your proxy statement and form of proxy. See Rule
14a-6(e)(1).

 Response: In response to the Staff’s comment, the
Company has revised the disclosure of the Amended Preliminary Proxy Statement and accompanying form of proxy card to mark the proxy statement and form of proxy card as preliminary.

Question and Answers about the Annual Meeting, page 7

2.
 We note the following disclosure on page 9: “[i]n order for FCM to validly nominate candidates for the
Board, FCM must comply with the applicable requirements of Rule 14a-19 of the Securities and Exchange Act of 1934.... .” Please clarify, as the Rule 14a-19
requirements do not implicate whether a nomination is valid. It is our understanding that state law and the company’s governing documents are controlling on that question. Additionally, please correct the cite to “Securities Exchange Act
of 1934.”

 Response: The Company respectfully acknowledges the Staff’s comment and has revised the
disclosure on page 9 of the Amended Proxy Statement as follows. Furthermore, the Company has corrected the citation to “Securities Exchange Act of 1934” throughout the Amended Proxy Statement.

 Cooley LLP 55 Hudson
Yards New York, NY 10001-2157

 t: (212) 479-6000 f: (212) 479-6275 cooley.com

 April 28, 2023

 Page Two

 “What happens if the FCM Group withdraws or abandons its solicitation or
fails to comply with SEC rules or requirements under the Articles and I already granted proxy authority in favor of the FCM Group?

Shareholders are encouraged to submit their votes on the WHITE universal proxy card. If the FCM Group
withdraws or abandons its solicitation or fails to comply with the FCM Nomination Requirements after a shareholder has already granted proxy authority, shareholders can still sign and date a later
submitted WHITE universal proxy card.

 If the FCM Group withdraws or abandons its solicitation
or fails to comply with FCM Nomination Requirements, the Company will publicly announce such fact in a supplement to this proxy statement and any votes cast in favor of the FCM Group nominees will be disregarded and not be counted,
whether such vote is provided on the Company’s WHITE universal proxy card or the FCM Group proxy card

“In order for FCM to validly nominate candidates for the Board, FCM must comply with the applicable requirements of
Rule 14a-19 of the Securities and Exchange Act of 1934, as amended (the
“Exchange Act”), including soliciting holders of common shares representing at least 67% of the
voting power of common shares entitled to vote on the election of directors and filing a definitive proxy statement with the SEC by the time periods set forth in the rule. In addition, FCM must comply with the requirements of MindMed’s amended
and restated articles (the “Articles”) for the advance notice of director nominations, including that a nomination must be submitted in writing to the attention of the Chief Executive Officer at
either the principal executive offices of the Company at One World Trade Center, Suite 8500, New York, New York 10007 or the registered office of the Company at 1055 West Hastings Street, Suite 1700, The Guinness Tower, Vancouver, British Columbia,
V6E 2E9 no later than 5:00 p.m. (Vancouver time) on the 30th day before the date of the Annual Meeting; provided, however,
(a) if the first public announcement made by the Company of the date of the next annual general meeting is less than 50 days before such meeting date, then no later than the close of business on the
10th day following such announcement or (b) if notice and access (as defined in National
Instrument 54-101-Communication with Beneficial Owners of Securities of a Reporting Issuer) is used for the delivery of proxy
related materials in respect of the next annual general meeting and the first public announcement made by the Company in respect of such meeting is not less than 50 days before such meeting date, then no later than the close of business on the
40th day before such meeting date). Our Articles contain a description of the information required to be included for the notice of
nomination to be in a proper form. The requirements described in this paragraph are referred to in this proxy statement as the “FCM Nomination Requirements”.

In the event FCM does not satisfy the FCM Nomination Requirements, the Company reserves the right to file with the SEC and deliver to
the Company’s shareholders new proxy cards that do not list the FCM nominees.”

3.
 Please disclose here and elsewhere whether there are any deficiencies in FCM’s attempted compliance
with the FCM Nomination Requirements. Alternatively, please remove related disclosure throughout the proxy statement and the proxy card so as not to incorrectly imply that the validity of the nominations is in doubt.

Response: In response to the Staff’s comment, the Company has revised the proxy statement to remove all references to the FCM
Nomination Requirements, including as shown in the response to comment #2 above, and the Company has removed the following text from both the proxy statement and the proxy card: “Inclusion of the FCM Nominees on [our white universal proxy
card] [this proxy card] does not constitute an admission by [MindMed] [the Company] that FCM has validly nominated any directors for election to the Board at the Annual General Meeting [of Shareholders].”

 Cooley LLP 55 Hudson
Yards New York, NY 10001

 t: (212) 479-6000 f: (212) 479-6275 cooley.com

 April 28, 2023

 Page Three

 The Company respectfully informs the Staff that the references to the FCM Nomination
Requirements throughout the Preliminary Proxy Statement were included because at the time the Company filed such proxy statement, FCM had not yet submitted any notice nominating its director candidates as required by the Company’s amended and
restated articles of association (the “Articles”). Although FCM had not yet submitted a notice, FCM’s previous statements, including its notice to the Company pursuant to Rule
14a-19(a)(1), indicated that it would do so. Therefore the Company filed the Preliminary Proxy Statement with such references to the FCM Nomination Requirements to address what would occur if FCM failed to
deliver a nomination notice under the Articles. This situation was unlike many other U.S. registrant’s preliminary proxy statement filings because the advance notice procedures for Canadian companies permit notices to be submitted later in time
as compared to most U.S. registrants.

 Following the filing of the Preliminary Proxy Statement, the Company received FCM’s nomination
notice (the “FCM Nomination Notice”) on April 19, 2023, purporting to satisfy the nomination requirements under the Articles. The Company has revised the section entitled Background of the Solicitation on page 26 of the
Amended Preliminary Proxy Statement to reflect receipt of such notice and the delivery of a deficiency letter to FCM as follows:

“On April 19, 2023, Mr. Jake Freeman, on behalf of FCM, delivered to MindMed at its registered
offices a notice of nomination of persons for election as directors, purporting to nominate each of the FCM director nominees for election to the Board at the Annual Meeting and providing certain additional disclosures with respect to the FCM Group
(the “FCM Nomination Notice”).

 […]

On April 26, 2023, MindMed’s outside counsel delivered a letter to the FCM Group’s outside counsel
identifying certain deficiencies in the FCM Nomination Notice and requesting that FCM supplement the notice to address such deficiencies within the time the FCM Nomination Notice is required to be delivered under the Articles. Delivery of such
letter was consistent with the Company’s duty and obligation to determine whether the nominations which were subject to the FCM Nomination Notice are properly made in accordance with the Company’s Articles and applicable laws and preserved
the Company’s right to take actions with respect to any such defective nominations under the Articles and applicable law.”

We respectfully note to the Staff that because the deadline for nominations in the Company’s Articles has not yet occurred, which means
that FCM has an ongoing opportunity to cure the deficiencies in the FCM Nomination Notice identified by the Company, the Company is not in a position to make a determination as to the validity of FCM’s nominations under the Articles and
applicable Canadian law at this time. In the event that the Company determines to exclude any of FCM’s nominees from its proxy card on the basis of such deficiencies or otherwise, it would file an amendment or supplement to this proxy statement
disclosing such decision, the basis for such decision and the potential implications and risks to the Company and its shareholders if FCM’s nominations were ultimately deemed to be valid by a court of law.

 Cooley LLP 55 Hudson
Yards New York, NY 10001

 t: (212) 479-6000 f: (212) 479-6275 cooley.com

 April 28, 2023

 Page Four

4.
 We note the reference in the table on page 11 to abstentions being “NOT APPLICABLE” to Proposal 2.
However, “ABSTAIN” is in fact a voting option for that proposal, and an abstention would appear to have the equivalent effect of a vote against given the vote required for approval. Please revise the disclosure accordingly, or advise.

 Response: The Company respectfully acknowledges the Staff’s comment and advises the Staff that under
applicable Canadian law, an abstention does not count as a vote cast and therefore has no effect on the outcome of the vote on Proposal No. 2. In response to the Staff’s comment, the Company has revised the table on page 11 of the
Amended Preliminary Proxy Statement to indicate that abstentions will have no effect on the vote for Proposal No. 2.

5.
 We note the following disclosure on page 15: “In the event an overvote (i.e., voting ‘FOR’
with respect to more than six nominees on Proposal 1) occurs on a WHITE universal proxy card or WHITE voting instruction form (an ‘Overvote Proxy Card’), the votes submitted on such Overvote Proxy Card will first be cast ‘FOR’
all of the Board’s nominees selected on such Overvote Proxy Card. If fewer than six Board nominees were selected on such Overvote Proxy Card, then (after the votes ‘FOR’ the Board’s nominees are first cast), the Company will have
discretion to determine which of the FCM nominees selected on the Overvote Proxy Card will receive a vote.” Please provide a detailed legal analysis supporting the validity of this approach both under the federal proxy rules, in particular Rule
14a-4(e), and under applicable Canadian corporate law. Alternatively, please amend the disclosure here (and similar disclosure elsewhere, including on the proxy card) to provide that an overvote on Proposal 1
will result in the votes on that proposal being invalid and not counted.

 Response: In response to the
Staff’s comment, the Company has amended the disclosure on page 15 of the Amended Preliminary Proxy Statement (and similar disclosure elsewhere, including on the proxy card) to provide that an overvote on Proposal 1 will result in the votes on
that proposal set forth on a particular proxy card or voting form being invalid and not counted.

6.
 Please disclose the total expenditures to date as required by Item 4(b)(4) of Schedule 14A. See Instruction
1 to Item 4.

 Response: In response to the Staff’s comment, the Company has revised the disclosure on
page 16 of the Amended Preliminary Proxy Statement to add “of which approximately $500,000 has been incurred as of the date of this proxy statement.”

Background of the Solicitation, page 21

7.
 We note the disclosure on page 24 that the Board conducted an “independent review of various
allegations made by FCM” and the Board “believes that all allegations made by FCM, including against members of the Board, are unfounded.” Please describe the various allegations made by FCM and the findings by independent outside
counsel.

 Response: The Company respectfully acknowledges the Staff’s comment. In response, the
Company has revised the disclosure on page 24 of the Amended Preliminary Proxy Statement to include the following disclosure:

 “On
December 2, 2022, the Board held a meeting to discuss matters relating to FCM, including the allegations of misconduct by members of Company management and the Board (the “FCM Allegations”) contained in FCM’s
letters dated August 11, September 28, October 13, October 21, October 24,
November 3, November 14 and November 21, 2022. After discussion, the Board also determined to engage ratified the
engagement by the committee described below of a qualified law firm as independent outside counsel to conduct an independent review, which included a review of the FCM Allegations. Ms. Vallone and Mr. Andreas Krebs
were appointed by the Board to serve on a committee to work directly with oversee such counsel in connection with its independent review of such matters.

[…]

 Cooley LLP 55 Hudson
Yards New York, NY 10001

 t: (212) 479-6000 f: (212) 479-6275 cooley.com

 April 28, 2023

 Page Five

 On March 7, 2023, the Board held a meeting with such
independent outside counsel in attendance to, among other matters, consider the FCM Allegations. At such meeting, the Board also considered the independent review conducted by such independent outside counsel of the FCM Allegations. After
discussion, the Board concluded that the FCM Allegations as to current management and the current members of the Board were not supported by credible evidence and that no further action was warranted. Based on the independent review
performed by such independent outside counsel, which concluded in March 2023, MindMed currently believes that all allegations made by FCM in its letters, including against members of the Board, are unfounded.”

The Company respectfully notes that FCM has publicly disseminated press releases and letters to the Company’s shareholders and other
constituencies setting forth the FCM Allegations.1 The Company respectfully informs the Staff that it views inclusion of such allegations in its Preliminary Proxy Statement to be prejudicial to
the Company because describing such allegations, some of which the Company believes to be defamatory and a number of which are ad hominem attacks against current members of the Board and management, would afford such allegations additional
prominence and undue credence despite the Board’s conclusion that such allegations are not supported by credible evidence. The Company