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 Document May 5, 2025 VIA EDGAR U.S. Securities and Exchange Commission Division of Corporation Finance Office of Life Sciences 100 F Street, N.E. Washington, D.C. 20549 Re:     Compass Pathways plc Acceleration Request for Registration Statement on Form S-3 (File No. 333-285297) Ladies and Gentlemen: Pursuant to Rule 461 under the Securities Act of 1933, as amended (the “ Act ”), Compass Pathways plc (the “ Company ”) hereby requests that the effective date of the above-referenced registration statement be accelerated to May 7, 2025, at 4:01 p.m., Eastern Time, or as soon thereafter as practicable, unless we or our outside counsel, Goodwin Procter LLP, request by telephone that such Registration Statement be declared effective at some other time. In making this acceleration request, the Company acknowledges that it is aware of its responsibilities under the Act. If you have any questions regarding this request, please contact Benjamin K. Marsh of Goodwin Procter LLP at (212) 813-8816. Sincerely, Compass Pathways plc /s/ Meredith Prithviraj Name: Meredith Prithviraj Title: VP, Associate General Counsel Cc:    Kabir Nath, Chief Executive Officer, Compass Pathways plc Benjamin K. Marsh, Goodwin Procter LLP

March 6, 2025
Teri Loxam
Chief Financial Officer
Compass Pathways plc
44 West 37th Street, 7th Floor
New York, NY 10014
Re:Compass Pathways plc
Registration Statement on Form S-3
Filed February 27, 2025
File No. 333-285297
Dear Teri Loxam:
            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:Benjamin K Marsh, Esq.

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October 15, 2024

Via EDGAR Transmission

United States Securities and Exchange Commission

Division of Corporation Finance

100 F Street, N.E.

Washington, D.C. 20549

Attention: Mr. Timothy Buchmiller

Re:       COMPASS Pathways plc: Acceleration Request for Registration Statement on Form S-3, filed October 7, 2024 (File No. 333-282522)

Dear Mr. Buchmiller:

Pursuant to Rule 461 under the Securities Act of 1933, as amended (the “Act”), COMPASS Pathways plc (the “Company”) hereby requests that the effective date of the above-referenced registration statement (the “Registration Statement”) be accelerated to October 17, 2024, at 4:00 p.m. Eastern Time, or as soon thereafter as practicable. In making this acceleration request, the Company acknowledges that it is aware of its responsibilities under the Act.

If you have any questions regarding this request, please contact Benjamin K. Marsh of Goodwin Procter LLP at (212) 813-8816.

Sincerely,

COMPASS Pathways plc

 /s/ Teri Loxam

Teri Loxam

Chief Financial Officer

cc: Kabir Nath, Chief Executive Officer, COMPASS Pathways plc

Benjamin K. Marsh, Goodwin Procter LLP

October 11, 2024
Teri Loxam
Chief Financial Officer
Compass Pathways plc
44 West 37th Street, 7th Floor
New York, New York 10014
Re:Compass Pathways plc
Registration Statement on Form S-3
Filed October 7, 2024
File No. 333-282522
Dear Teri Loxam:
            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 Tim Buchmiller at 202-551-3635 with any questions.
Sincerely,
Division of Corporation Finance
Office of Life Sciences
cc:Benjamin K. Marsh, Esq.

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September 14, 2023

VIA EDGAR

U.S. Securities and Exchange Commission

Division of Corporation Finance

100 F Street N.E.

Washington, D.C. 20549

Re:  Acceleration Request for COMPASS Pathways plc Registration Statement on Form S-3 (File No. 333-274436)

Ladies and Gentlemen:

Pursuant to Rule 461 under the Securities Act of 1933, as amended, COMPASS Pathways plc hereby requests that the effective date for the Registration Statement referred to above be accelerated so that it will be declared effective at 4:00 p.m., Washington, D.C. time, on September 18, 2023, or as soon thereafter as is practicable.

It would be appreciated if, as soon as the Registration Statement is declared effective, you would so inform Benjamin K. Marsh of Goodwin Procter LLP, our counsel, at (212) 813-8816. We appreciate your assistance in this matter.

Very truly yours,

COMPASS Pathways plc

By: /s/ Matt Owens

  Name: COMPASS Pathways plc

  Title: General Counsel and Chief Legal Officer

United States securities and exchange commission logo
September 14, 2023
Kabir Nath
Chief Executive Officer
COMPASS Pathways plc
33 Broadwick Street
London W1F 0DQ
United Kingdom
Re:COMPASS Pathways plc
Registration Statement on Form S-3
Filed September 8, 2023
File No. 333-274436
Dear Kabir Nath:
            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 Dillon Hagius at 202-551-7967 with any questions.
Sincerely,
Division of Corporation Finance
Office of Life Sciences
cc:       Benjamin Marsh

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April 27, 2021

United States Securities and Exchange Commission

Division of Corporation Finance

100 F Street, N.E.

Washington, DC  20549

Re:  Compass Pathways plc

  Registration Statement on Form F-1 (File No. 333-255552)

  Request for Acceleration

Ladies and Gentlemen:

Pursuant to Rule 460 of the General Rules and Regulations under the Securities Act of 1933, as amended (the “Securities Act”), we wish to advise that as of the time of this filing, the underwriters have not yet made any distribution of the preliminary prospectus of Compass Pathways plc (the “Registrant”) dated April 27, 2021. However, the underwriters are taking steps to see that all underwriters, brokers or dealers participating in the public offering of shares of the Registrant’s American Depositary Shares pursuant to the above-captioned Registration Statement, as amended (the “Registration Statement”) are promptly furnished with sufficient copies of the preliminary and final prospectus to enable them to comply with the prospectus delivery requirements of Sections 5(b)(1) and (2) of the Securities Act.

We wish to advise you that the participating underwriters have complied and will continue to comply with the requirements of Rule 15c2-8 under the Securities Exchange Act of 1934, as amended.

We hereby join in the request of the Registrant that the effectiveness of the above-captioned Registration Statement be accelerated to 4:00 p.m. Eastern Time, on April 29, 2021 or as soon thereafter as practicable.

[Signature page follows]

Very truly yours,

COWEN AND COMPANY, LLC

EVERCORE GROUP L.L.C.

BERENBERG  CAPITAL MARKETS LLC

As representatives of the Underwriters

By: Cowen and Company, LLC

By: /s/ Mariel A. Healy

 Name: Mariel A. Healy

 Title: Managing Director

By: Evercore Group L.L.C.

By: /s/ Maren Winnick

 Name: Maren Winnick

 Title: Senior Managing Director

By: Berenberg Capital Markets LLC

By: /s/ Zachary Brantly

 Name: Zachary Brantly

 Title: Head of Investment Banking

By: /s/ Matthew Rosenblatt

 Name: Matthew Rosenblatt

 Title: CCO and Ops Principal

[Signature Page to Acceleration Request]

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VIA EDGAR

April 27, 2021

Office of Life Sciences

Division of Corporation Finance

U.S. Securities and Exchange Commission

100 F Street, N.E.

Washington, D.C. 20549

Attention: Mr. Timothy Buchmiller

Re: COMPASS Pathways plc

Acceleration Request for Registration Statement on Form F-1

File No. 333-255552

CIK No. 0001816590

 Requested Date: April 29, 2021

 Requested Time: 4:00 p.m., Eastern Time

Dear Mr. Buchmiller:

Pursuant to Rule 461 under the Securities Act of 1933, as amended (the “Act”), COMPASS Pathways plc (the “Company”) hereby requests that the effective date of the above-referenced registration statement (the “Registration Statement”) be accelerated to April 29, 2021, at 4:00 p.m., Eastern Time, or as soon thereafter as practicable, unless we or our outside counsel, Goodwin Procter LLP, request by telephone that such Registration Statement be declared effective at some other time. In making this acceleration request, the Company acknowledges that it is aware of its responsibilities under the Act.

Once the Registration Statement is effective, please orally confirm the event with our counsel, Goodwin Procter LLP, by calling Benjamin K. Marsh at (212) 813-8816. We also respectfully request that a copy of the written order from the Commission verifying the effective time and date of the Registration Statement be sent to our counsel, Goodwin Procter LLP, Attention: Benjamin K. Marsh, BMarsh@goodwinlaw.com.

[Signature page follows]

April 27, 2021

Page 2

Sincerely,

COMPASS Pathways plc

/s/ George Goldsmith

George Goldsmith

Chief Executive Officer

cc: Mitchell S. Bloom, Esq., Goodwin Procter LLP

 Benjamin K. Marsh, Esq., Goodwin Procter LLP

United States securities and exchange commission logo
March 8, 2021
George Goldsmith
Chief Executive Officer
COMPASS Pathways plc
3rd Floor
1 Ashley Road
Altrincham
Cheshire WA14 2DT
United Kingdom
Re:COMPASS Pathways plc
Draft Registration Statement on Form F-1
Submitted March 4, 2021
CIK No. 0001816590
Dear Mr. Goldsmith:
            This is to advise you that we do not intend to review your registration statement.
            We request that you publicly file your registration statement no later than 48 hours prior
to the requested effective date and time. 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 Tim Buchmiller at (202) 551-3635 with any questions.
Sincerely,
Division of Corporation Finance
Office of Life Sciences
cc:       Benjamin K. Marsh, Esq.

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September 15, 2020

Office of Life Sciences

Division of Corporation Finance

U.S. Securities and Exchange Commission

100 F Street, N.E.

Washington, D.C. 20549

Re: COMPASS Pathways plc

 Registration Statement on Form F-1 (File No. 333-248484)

 Request for Acceleration

Ladies and Gentlemen:

Pursuant to Rule 460 of the General Rules and Regulations under the Securities Act of 1933, as amended, we wish to advise that as of the date hereof, approximately 320 copies of the Preliminary Prospectus dated September 14, 2020 were distributed to prospective underwriters, institutional investors and prospective dealers in connection with the above captioned Registration Statement.

We wish to advise you that the participating underwriters have informed us that they have complied and will continue to comply with the requirements of Rule 15c2-8 under the Securities Exchange Act of 1934, as amended.

We hereby join in the request of the registrant that the effectiveness of the above-captioned Registration Statement, as amended, be accelerated to 4:00 p.m. Eastern Time, on Thursday, September 17, 2020 or as soon thereafter as practicable.

[Signature page follows]

Very truly yours,

Cowen and Company, LLC

Evercore Group L.L.C.

Berenberg Capital Markets LLC

As representatives of the Underwriters

By: Cowen and Company, LLC

By: /s/ Chris Swindle

 Name: Chris Swindle

 Title: Managing Director

By: Evercore Group L.L.C.

By: /s/ Maren Winnick

 Name: Maren Winnick

 Title: Senior Managing Director

By: Berenberg Capital Markets LLC

By: /s/ Zachary Brantly

 Name: Zachary Brantly

 Title: Head of US ECM

By: /s/ Matthew G. Rosenblatt

 Name: Matthew G. Rosenblatt

 Title: CCO, Ops. Principal

[Signature Page to COMPASS Pathways plc Acceleration Request]

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VIA EDGAR

September 15, 2020

Office of Life Sciences

Division of Corporation Finance

U.S. Securities and Exchange Commission

100 F Street, N.E.

Washington, D.C. 20549

Attention: Ms. Ada D. Sarmento

Re:     COMPASS Pathways plc

Acceleration Request for Registration Statement on Form F-1

File No. 333-248484

CIK No. 0001816590

Requested Date: September 17, 2020

Requested Time: 4:00 p.m., Eastern Time

Dear Ms. Sarmento:

Pursuant to Rule 461 under the Securities Act of 1933, as amended (the “Act”), COMPASS Pathways plc (the “Company”) hereby requests that the effective date of the above-referenced registration statement (the “Registration Statement”) be accelerated to September 17, 2020, at 4:00 p.m., Eastern Time, or as soon thereafter as practicable, unless we or our outside counsel, Goodwin Procter LLP, request by telephone that such Registration Statement be declared effective at some other time. In making this acceleration request, the Company acknowledges that it is aware of its responsibilities under the Act.

Once the Registration Statement is effective, please orally confirm the event with our counsel, Goodwin Procter LLP, by calling Patricia Mets at (617) 570-3906. We also respectfully request that a copy of the written order from the Commission verifying the effective time and date of the Registration Statement be sent to our counsel, Goodwin Procter LLP, Attention: Patricia Mets, by facsimile to (617) 801-8950 or by email to PMets@goodwinlaw.com.

[Signature page follows]

September 15, 2020

Page 2

Sincerely,

COMPASS Pathways plc

/s/ George Goldsmith

George Goldsmith

Chief Executive Officer

cc: Mitchell S. Bloom, Esq., Goodwin Procter LLP

 Benjamin K. Marsh, Esq., Goodwin Procter LLP

 Patricia Mets, Esq., Goodwin Procter LLP

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 Goodwin Procter llp

The New York Times Building

620 Eighth Avenue

New York, New York 10018

goodwinlaw.com

+1 (212) 813-8800

September 9, 2020

Ms. Ada D. Sarmento

Office of Life Sciences

Division of Corporation Finance

Securities and Exchange Commission

100 F Street, N.E.

Washington, D.C. 20549

Re: Compass Rx Ltd.

 Registration Statement on Form F-1

 Filed August 28, 2020

 File No. 333-248484

Dear Ms. Sarmento:

This letter is submitted on behalf of Compass Pathways plc (the “Company”) in response to the comment of the staff of the Division of Corporation Finance (the “Staff”) of the Securities and Exchange Commission (the “Commission”) with respect to the Company’s Registration Statement on Form F-1 filed on August 28, 2020 (the “Registration Statement”), as set forth in your letter dated September 4, 2020 addressed to George Goldsmith, Chief Executive Officer of the Company (the “Comment Letter”).

For reference purposes, the  relevant text of the Comment Letter has been reproduced and italicized herein with a response below  the comment.  Page references in the response to the Staff’s comment refer to the Registration Statement.  All capitalized terms used and not otherwise defined herein shall have the meanings set forth in the Registration Statement.

The response provided herein is based upon information provided to Goodwin Procter LLP by the Company.

Ms. Ada D. Sarmento

Securities and Exchange Commission

September 9, 2020

Page 2

Registration Statement on Form F-1

Drug Discovery Center, page 170

1.Please revise to disclose the aggregate future milestone payments and the royalty term under your sponsored research agreement with the University of the Sciences. We note your disclosure that the agreement terminates, unless terminated earlier, on the expiration or revocation of the last valid claim of any patent included in the joint intellectual property. Please specify when the licensed patents are currently expected to expire. Please also file this agreement as an exhibit or tell us why you do not believe it is required.

RESPONSE: The Company acknowledges the Staff’s comment and advises the Staff that it will amend the disclosure on page 170 of the Registration Statement when it files Amendment No. 1 to the Registration Statement (which it currently anticipates will include the “red herring” prospectus) to include the aggregate future milestone payments and a description of the royalty term under the agreement with the University of Sciences (the “Agreement”).  The Company further advises the Staff that there are no current licensed patents or patent applications under the Agreement. The joint intellectual property referred to in the Agreement is under development and may result in future patent applications being filed.  The Company respectfully submits to the Staff that it does not believe the Agreement is required to be filed as an exhibit to the Registration Statement for the following reasons: (1) the Agreement pertains solely to the research and development of potential future compounds and does not relate to the Company’s existing proprietary psilocybin formulation, COMP360; (2) the aggregate milestone and research services payments the Company is obligated to make under the Agreement are not material to the Company; and (3) any future royalties payable under the Agreement, which will be a low single-digit royalty percentage, remain highly speculative at this stage and would not expect to be payable for a number of years.  As a result of the foregoing, the Company does not believe the Agreement is material to its business, nor is the Company’s business substantially dependent on the Agreement.

Should you have any questions concerning the foregoing matters, please contact the undersigned at (212) 813-8816.

Sincerely,

/s/ Benjamin K. Marsh

Benjamin K. Marsh

cc: Kristin Lochhead, Securities and Exchange Commission

 Angela Connell, Securities and Exchange Commission

 Joe McCann, Securities and Exchange Commission

 George Goldsmith, Chief Executive Officer, Compass Pathways plc

United States securities and exchange commission logo
September 4, 2020
George Goldsmith
Chief Executive Officer
Compass Rx Ltd.
COMPASS Rx Limited
3rd Floor
1 Ashley Road
Cheshire WA14 2DT
United Kingdom
Re:Compass Rx Ltd.
Registration Statement on Form F-1
Filed August 28, 2020
File No. 333-248484
Dear Mr. Goldsmith:
            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-1
Drug Discovery Center, page 170
1.Please revise to disclose the aggregate future milestone payments and the royalty term
under your sponsored research agreement with the University of the Sciences.  We note
your disclosure that the agreement terminates, unless terminated earlier, on the expiration
or revocation of the last valid claim of any patent included in the joint intellectual
property. Please specify when the licensed patents are currently expected to expire. Please
also file this agreement as an exhibit or tell us why you do not believe it is required.

 FirstName LastNameGeorge Goldsmith
 Comapany NameCompass Rx Ltd.
 September 4, 2020 Page 2
 FirstName LastName
George Goldsmith
Compass Rx Ltd.
September 4, 2020
Page 2
            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.
            You may contact Kristin Lochhead at (202) 551-3664 or Angela Connell at (202) 551-
3426 if you have questions regarding comments on the financial statements and related matters.
Please contact Ada Sarmento at (202) 551-3798 or Joe McCann at (202) 551-6262 with any
other questions.
Sincerely,
Division of Corporation Finance
Office of Life Sciences
cc:       Benjamin K. Marsh, Esq.

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  Goodwin Procter LLP

100 Northern Avenue

Boston, MA 02210

goodwinlaw.com

+1 617 570 1000

FOIA CONFIDENTIAL TREATMENT REQUEST

The entity requesting confidential treatment is

COMPASS Pathways plc

3rd Floor, 1 Ashley Road

Altrincham

Cheshire WA14 2DT

United Kingdom

Telephone: +1 (646) 905-3974

CERTAIN PORTIONS OF THIS LETTER AS FILED VIA EDGAR HAVE BEEN OMITTED AND FILED SEPARATELY WITH THE COMMISSION.  CONFIDENTIAL TREATMENT HAS BEEN REQUESTED WITH RESPECT TO THE OMITTED PORTIONS.  OMITTED INFORMATION HAS BEEN REPLACED IN THIS LETTER AS FILED VIA EDGAR WITH A PLACEHOLDER IDENTIFIED BY THE MARK “[***].”

September 2, 2020

VIA EDGAR

U.S. Securities and Exchange Commission

Division of Corporation Finance

Mail Stop 4561

100 F Street, N.E.

Washington, D.C. 20549

Attention:     Ms. Kristin Lochhead

Ms. Angela Connell

Ms. Ada D. Sarmento

Re:  COMPASS Pathways plc

Registration Statement on Form F-1

File No. 333-248484

CIK No. 0001816590

CONFIDENTIAL TREATMENT REQUESTED BY COMPASS PATHWAYS PLC

September 2, 2020

Page 2

Rule 83 Confidential Treatment Request by COMPASS Pathways plc

Dear Ms. Lochhead, Ms. Connell and Ms. Sarmento:

On behalf of COMPASS Pathways plc (the “Company”), in response to comments from the staff (the “Staff”) of the Securities and Exchange Commission (the “Commission”) received by letter dated July 31, 2020 (the “Comment Letter”) relating to the Company’s Registration Statement on Form F-1, originally confidentially submitted to the Commission on July 2, 2020, resubmitted to the Commission on August 10, 2020 and subsequently publicly filed by the Company with the Commission on August 28, 2020 (File No. 333-248484) (the “Registration Statement”), we submit this supplemental letter to further address comment 9 of the Comment Letter.

Because of the commercially sensitive nature of information contained herein, this submission is accompanied by the Company’s request for confidential treatment for selected portions of this letter. The Company has concurrently filed a separate letter with the Office of Freedom of Information and Privacy Act Operations in connection with the confidential treatment request, pursuant to Rule 83 of the Commission’s Rules on Information and Requests, 17 C.F.R. § 200.83. For the Staff’s reference, we have enclosed a copy of the Company’s letter to the Office of Freedom of Information and Privacy Act Operations.

We confirm on behalf of the Company that, prior to circulating copies of the preliminary prospectus in connection with the offering, the Company will file a pre-effective amendment to the Registration Statement that will include all information other than information that may be excluded in reliance upon Rule 430A of Regulation C, and the actual price range to be included in such amendment which will comply with the Staff’s interpretation regarding the parameters of a bona fide price range.

The Company expects to reflect the Share Split (as defined below) in a pre-effective amendment to the Registration Statement that includes the estimated Preliminary Price Range (as defined below); however, all dollar amounts and per share amounts in this letter are pre-Share Split and, therefore, consistent with the Registration Statement.

The Company respectfully requests that the bracketed information contained in this letter be treated as confidential information pursuant to Rule 83 promulgated by the Commission, 17 C.F.R. §200.8, and that the Commission provide timely notice to George Goldsmith, Chief Executive Officer, COMPASS Pathways plc, 3rd Floor, 1 Ashley Road, Altrincham, Cheshire WA14 2DT, United Kingdom, before it permits any disclosure of the bracketed information in this letter.

For the convenience of the Staff, we have recited the prior comment from the Staff in the Comment Letter in italicized type and have followed the comment with the Company’s response.

9.Once you have an estimated offering price or range, please explain to us the reasons for any differences between the recent valuations of your common shares leading up to the IPO, the estimated offering price, and the consideration of convertible preferred share issuances.  This information will help facilitate our review of your accounting for stock compensation.

CONFIDENTIAL TREATMENT REQUESTED BY COMPASS PATHWAYS PLC

September 2, 2020

Page 3

The Company respectfully submits the below additional information to assist the Staff in its review of the Company’s position with respect to its determination of the fair value of its ordinary shares underlying its outstanding equity awards and the reasons for the differences between the most recent valuation of its ordinary shares and the estimated offering price for its American Depositary Shares, each representing one ordinary share (the “ADSs”) for its initial public offering (“IPO”).

Preliminary IPO Price Range

The Company advises the Staff that it estimates a preliminary price range of approximately $[***] to $[***] per ADS (the “Preliminary Price Range”) for its IPO, after giving effect to a share for share exchange agreement entered into on August 7, 2020 as part of the Company’s corporate reorganization, as more fully described in the Registration Statement, whereby all shareholders of COMPASS Pathfinder Holdings Limited exchanged each of the shares held by them for 1,161 of the same class, with the same shareholder rights, of newly issued shares of COMPASS Rx Limited (subsequently renamed COMPASS Pathways plc, effective August 21 2020), but before giving effect to a reverse share split that the Company plans to implement prior to effectiveness of the Registration Statement (the “Share Split”), resulting in a midpoint of the Preliminary Price Range of $[***] per ADS (the “Midpoint Price”). The actual price range to be included in a subsequent amendment to the Registration Statement (which will comply with the Staff’s interpretation regarding the parameters of a bona fide price range) has not yet been determined and remains subject to adjustment based on factors outside of the Company’s control. However, the Company believes that the foregoing indicative price range will not be subject to significant change.

Summary of Recent Equity Awards

Since July 2019, the Company has issued the following equity awards to its employees, consultants and members of its board of directors (the “Board”), in the form of options and ordinary shares and restricted share units with vesting restrictions:

Options:

Grant Date  Number of Shares

Subject to Share

Options Granted

  Per Share
Exercise Price
of Share Options  Fair Value of

Ordinary Shares

on Grant Date(1)

July 20, 2019  4,115,745    $ 0.16    $ 0.25

July 29, 2019  3,486,483    $ 0.16    $ 0.25

July 29, 2019  5,948,964    Less than $0.01  $ 0.25

December 31, 2019  —  —  $ 0.26

March 30, 2020  1,474,470    $ 0.53    $ 0.61

March 30, 2020  1,757,754    $ 0.26    $ 0.61

March 30, 2020  2,571,615    Less than $0.01  $ 0.61

May 19, 2020  8,942,022    Less than $0.01  $ 1.02

June 30, 2020  6,936,975    Less than $0.01  $ 1.11

CONFIDENTIAL TREATMENT REQUESTED BY COMPASS PATHWAYS PLC

September 2, 2020

Page 4

Ordinary Shares with Vesting Restrictions:

Grant Date

  Number of

Shares Granted

  Fair Value of

Ordinary Shares

October 11, 2019  1,771,686    $ 0.25

Restricted Share Units with Vesting Restrictions:

Grant Date

  Number of

Shares Granted

  Fair Value of

Restricted Share Units

June 30, 2020  2,268,594   $ 1.11

The Company typically granted options to United States persons (employees and non-employees) at exercise prices deemed by the Board to be equal to the fair value of an ordinary share at the time of grant; options to United Kingdom employees were generally granted at an exercise price equal to the par value of an ordinary share on the date of such grants, being £0.01. Options to non-executive directors have been granted at exercise prices ranging from £0.01 (being par value on the date of grant) and the price deemed by the Board to be the fair value of an ordinary share at the time of grant.  We refer you to Note 10 of our audited financial statements and Note 11 of our interim financial statements in our F-1 for further explanation on the charge the Company has historically taken (amortized over time) for the value of the issued equity awards.

The Company typically granted RSUs to United States persons and certain directors at an exercise price equal to the par value of an ordinary share on the date of such grants, being £0.01.

The vesting period for equity incentives granted prior to June 1, 2020 has, in most cases, been applied retroactively to the approximate date on which the individual became engaged with the Company.

Determining the Fair Value of the Ordinary Shares Prior to the IPO

As there has been no public market for the Company’s share capital to date, the estimated fair value of its ordinary shares has been determined by the Board as of the date of each option grant or restricted share unit grant.  As part of this determination, the Board took into consideration the Company’s third-party valuations of its ordinary shares and the Board’s assessment, with input from management, of additional objective and subjective factors that it believed were relevant. These factors may have changed from the date of the applicable third-party valuation through the date of the grant.  The third-party valuations performed were based on either recent arms-length financings or different scenarios (i.e. sale, stay private or a potential future IPO) that were dependent upon the valuation date and/or the relevant arm’s length transaction.  As disclosed in the Registration Statement, the Company’s most recent third-party valuations of its ordinary shares were prepared as of July 20, 2019, December 31, 2019, March 30, 2020, May 19, 2020 and June 15, 2020. These third-party valuations were performed in accordance with the guidance outlined in the American Institute of Certified Public Accountants’ Accounting and Valuation Guide, Valuation of Privately-Held-Company Equity Securities Issued as Compensation.

The Company’s ordinary share valuations as of the foregoing dates were prepared using an option pricing method (“OPM”) which used market approaches to estimate the Company’s enterprise value as well as a hybrid method for the May 19, 2020 and June 15, 2020 valuations.

CONFIDENTIAL TREATMENT REQUESTED BY COMPASS PATHWAYS PLC

September 2, 2020

Page 5

The OPM treats ordinary shares and convertible preferred shares as call options on the total equity value of a company, with exercise prices based on the value thresholds at which the allocation among the various holders of a company’s securities changes. Under this method, the ordinary share has value only if the funds available for distribution to shareholders exceeded the value of the convertible preferred share liquidation preferences at the time of the liquidity event, such as a strategic sale or a merger.

The hybrid approach utilizes both a probability-weighted expected return method (“PWERM”), where the equity value in one or more scenarios, such as a sale or IPO, is assigned, and the OPM. Under the PWERM, the ordinary share value is based on the probability-weighted present value of expected future investment returns considering each of the possible outcomes available as well as the rights of each class of shares. The future value of the ordinary shares under each outcome is discounted back to the valuation date at an appropriate risk-adjusted discount rate, and then probability weighted to arrive at an indication of value for the ordinary shares. The OPM considers the scenarios where specific future liquidity events cannot be forecasted with certainty, except the exits which are modeled under PWERM, and the PWERM considers scenarios where the entity has forecasted one or more near-term exits (such as an IPO) with greater certainty.

A discount for lack of marketability (or “DLOM”) of the ordinary share is then applied to arrive at an indication of value for the ordinary share. The future value of the ordinary share is discounted back to the valuation date at an appropriate risk-adjusted discount rate to arrive at an indication of value for the ordinary share.

July 2019 Valuation

The key assumptions for the July 2019 valuation and the concluded value are summarized in the table below:

 M&A OPM  IPO OPM

Valuation Date Probability Weighting DLOM Probability Weighting DLOM Indicated Fair Value per Ordinary Share

July 20, 2019 90  % 20  % 10  % 20  % $ 0.25

The July 2019 valuation was performed using a market approach utilizing an indexing method based on a previously issued round of financing and incorporated an M&A and IPO OPM, which was weighted at 90.0 percent and 10.0 percent, respectively.  Once the values were determined using the OPM, the Company then applied a DLOM, determined by the Asian and Finnerty put option models.

December 2019 Valuation

The key assumptions for the December 2019 valuation and the concluded value are summarized in the table below:

 M&A OPM  IPO OPM

Valuation Date Probability Weighting DLOM Probability Weighting DLOM Indicated Fair Value per Ordinary Share

December 31, 2019 80  % 20  % 20  % 20  % $ 0.26

CONFIDENTIAL TREATMENT REQUESTED BY COMPASS PATHWAYS PLC

September 2, 2020

Page 6

The December 2019 valuation was performed using a market approach utilizing an indexing method based on a previously issued round of financing and incorporated an M&A and IPO OPM, which was weighted at 80.0 percent and 20.0 percent, respectively. Once the values were determined using the OPM, the Company then applied a DLOM, determined by the Asian and Finnerty put option models.

The factors that influenced the December 2019 valuation included:

•Between September and October 2019, the Company raised an additional £15m through the issue of convertible loan notes.

•In December 2019, the Company announced the results of its Phase I clinical trial of COMP360 administered along with psychological support in healthy participants. This double-blind, placebo-controlled trial recruited 89 healthy participants and was the largest randomized controlled trial of psilocybin to date, and the first to simultaneously administer psilocybin, with 1:1 support from therapists in a clinical research setting.

•On December 31, 2019, the Company’s first patent was granted in the United States, with claims directed to methods of treating treatment-resistant depression (TRD) with oral dosage formulations of the Company’s high-purity crystalline psilocybin (including COMP360).

•Between July 2019 and December 2019, publicly traded comparable companies changed in total enterprise value by a mean and median of ‐7.2 percent and 4.7 percent and changed in equity value by a mean of ‐11.5 percent and by a median of ‐1.5 percent, respectively.  Additionally, the general market and industry indices had increased at a mean of 11.8 percent and a median increase of 10.6 percent.

March 2020 Valuation

The key assumptions used by the Company in the March 2020 valuation (and concluded values) were as follows:

 M&A OPM  IPO OPM

Valuation Date Probability Weighting DLOM Probability Weighting DLOM Indicated Fair Value per Ordinary Share

March 30, 2020 70  % 20  % 30  % 20  % $ 0.61

The March 2020 valuation was performed using a market approach utilizing an indexing method based on a previously issued round of financing and incorporated an M&A and IPO OPM, which was weighted 70.0 percent and 30.0 percent, respectively.  An imminent contemplated transaction in the form of a round of financing was also utilized which incorporated an M&A and IPO OPM, which was weighted at 70.0 percent and 30.0 percent, respectively.  The indexing analysis was ultimately weighted 25.0 percent and the imminent transaction was weighted 75.0 percent. Once the values were determined u

United States securities and exchange commission logo
July 31, 2020
George Goldsmith
Chief Executive Officer
Compass Rx Ltd.
COMPASS Rx Limited
3rd Floor
1 Ashley Road
Cheshire WA14 2DT
United Kingdom
Re:Compass Rx Ltd.
Draft Registration Statement on Form F-1
Submitted July 2, 2020
CIK No. 0001816590
Dear Mr. Goldsmith:
            We have reviewed your draft 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 providing the requested information and either submitting
an amended draft registration statement or publicly filing your registration statement on
EDGAR.  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 the information you provide in response to these comments and your
amended draft registration statement or filed registration statement, we may have additional
comments.
Draft Registration Statement on Form F-1
Prospectus Summary
Overview, page 1
1.We refer to the fourth sentence under the heading.  Please revise to clarify, if true, that
these academic studies did not involve use of your COMP360 formulation.
2.We note your disclosure that you observed that COMP360 had no negative effects on
cognitive and emotional functioning in your Phase I clinical trial.  Please disclose what

 FirstName LastNameGeorge Goldsmith
 Comapany NameCompass Rx Ltd.
 July 31, 2020 Page 2
 FirstName LastName
George Goldsmith
Compass Rx Ltd.
July 31, 2020
Page 2
you mean by "no negative effects" and how that was determined.  With reference to your
disclosure on page 165, also tell us why you believe it is appropriate to highlight these
positive Phase 1 results without also discussing the two unexpected serious adverse
reactions observed in your on-going Phase IIb trial.
3.We note your disclosure that you believe that a single dose of your COMP360
monotherapy with psychological support from specially trained therapists could
fundamentally change depression care.  Please revise the Overview section to clarify, if
true, that you do not have clinical data concerning your therapy that would support the
statement.
Risks Associated with Our Business, page 4
4.With reference to your disclosures on pages 20 and 70, please revise to highlight the risks
that (i) regulatory authorities could require you to generate more clinical or other data than
you currently anticipate to establish whether or to what extent the substance has an abuse
potential and (ii) that patent protection for certain methods of treating drug-resistant
depression with your psilocybin formulation may never be adequately or sufficiently
protected because the use of psilocybin and psilocin remains illegal.  With reference to
your disclosure on page 93, also revise the Summary to highlight your belief that you
were a PFIC in 2019 and discuss briefly the attendant risks to shareholders.
5.Please revise the sixth bullet point on page 5 to clarify briefly the nature of the
"investigator-initiated" studies you reference and your role/responsibility, if any, in the
these studies.
6.We note your disclosure on page 33 concerning your belief that the prior use of other
drugs and therapies may interfere with the mechanism of action or response to your
investigational COMP360 psilocybin therapy.  Please revise the Business section to
discuss in greater detail the basis for this concern and also highlight it briefly as a risk in
the Summary section.
Implications of Being an Emerging Growth Company and a Foreign Private Issuer, page 6
7.Please supplementally provide us with copies of all written communications, as defined in
Rule 405 under the Securities Act, that you, or anyone authorized to do so on your behalf,
present to potential investors in reliance on Section 5(d) of the Securities Act, whether or
not they retain copies of the communications.
We have broad discretion in the use of proceeds..., page 88
8.We note the references to a global offering on page 88 but do not see references in any
other sections of the prospectus.  Please advise or revise.

 FirstName LastNameGeorge Goldsmith
 Comapany NameCompass Rx Ltd.
 July 31, 2020 Page 3
 FirstName LastName
George Goldsmith
Compass Rx Ltd.
July 31, 2020
Page 3
Critical Accounting Policies and Significant Judgments and Estimates
Share-Based Compensation, page 134
9.Once you have an estimated offering price or range, please explain to us the reasons for
any differences between the recent valuations of your common shares leading up to the
IPO, the estimated offering price, and the consideration of convertible preferred
share issuances. This information will help facilitate our review of your accounting for
stock compensation.
Psilocybin Academic Studies, page 154
10.We note several references to "clinically significant" reductions or decreases in certain
symptoms as well as a reference to "clinical remission" in this section.  Please revise to
define these terms at first use.
Business
Statistically Significant Decrease in HADS Depression Scores at 26 Weeks Post Treatment, page
156
11.We note your statement below the chart that closed symbols indicate significant within-
group differences versus baseline.  Please clarify which symbols are closed in the graph
and provide the range of differences for each closed symbol.  Please provide similar
information for the groups denoted by an asterisk and a cross in the chart on page 157.
Significant Reduction in Depressive Symptoms Observed up to Three Months Post Treatment,
page 158
12.We note your disclosure that the data in the chart is from the first 12 patients dosed and
that only 19 of the 20 patients completed the entire follow-up period.  Please tell us
why data for all 19 patients who completed the trial is not disclosed and, if known, why
one patient did not complete the trial.
Intellectual Property, page 170
13.Please disclose the expiration dates for your patents.  Also, please provide the basis for
your statement that psilocybin is one of the safest psychoactive substances.
14.Please revise to discuss in greater detail the substance of the Petition for Post Grant
Review.  Also, please identify the party who filed the petition.
Principal Shareholders, page 207
15.Please revise footnote 4 to disclose the names of the other two Managing Members of the
General Partner of each of The Founders Fund VII, LP, The Founders Fund VII Principals
Fund, LP and The Founders Fund VII Entrepreneurs Fund, LP.

 FirstName LastNameGeorge Goldsmith
 Comapany NameCompass Rx Ltd.
 July 31, 2020 Page 4
 FirstName LastName
George Goldsmith
Compass Rx Ltd.
July 31, 2020
Page 4
Differences in Corporate Law, page 226
16.We note that you refer, in part, to Delaware law and English law. It is not appropriate to
qualify your disclosure by reference to information that is not included in the filing or
filed as an exhibit. Please revise accordingly.
            You may contact Kristin Lochhead at (202) 551-3664 or Angela Connell at (202) 551-
3426 if you have questions regarding comments on the financial statements and related
matters.  Please contact Ada Sarmento at (202) 551-3798 or Joe McCann at (202) 551-6262 with
any other questions.
Sincerely,
Division of Corporation Finance
Office of Life Sciences