COMPASS Pathways plc — Regulatory Filings 2020

Sep 17, 2020

F-6/A 1 e619934_f6a-compass.htm

As filed with the Securities and Exchange Commission on September 17, 2020 Registration No. 333-248514

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SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

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PRE-EFFECTIVE AMENDMENT NO. 1 TO FORM F-6

REGISTRATION STATEMENT

UNDER

THE SECURITIES ACT OF 1933 FOR AMERICAN DEPOSITARY SHARES EVIDENCED BY

AMERICAN DEPOSITARY RECEIPTS

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Compass PATHWAYS PLC

(Exact name of issuer of deposited securities as specified in its charter)

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N/A

(Translation of issuer’s name into English)

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England and Wales

(Jurisdiction of incorporation or organization of issuer )

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CITIBANK, N.A.

(Exact name of depositary as specified in its charter )

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388 Greenwich Street

New York, New York 10013

(877) 248-4237

(Address, including zip code, and telephone number, including area code, of depositary’s principal executive offices)

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Nate Poulsen

Compass Pathways plc

180 Varick Street,

New York, New York 10014

(646) 905-3974

(Address, including zip code, and telephone number, including area code, of agent for service)

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Copies to:

Mitchell S. Bloom Benjamin K. Marsh Goodwin Procter LLP 100 Northern Avenue Boston, Massachusetts 02210 (617) 570-1000 Herman H. Raspé, Esq. Patterson Belknap Webb & Tyler LLP 1133 Avenue of the Americas New York, New York 10036 (212) 336-2301

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| It is proposed that this filing become effective under Rule
466: | immediately upon filing. |
| --- | --- |
| ☐ | on (Date) at (Time). |

If a separate registration statement has been filed to register the deposited shares, check the following box: ☒

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CALCULATION OF REGISTRATION FEE

| Title of Each Class of Securities to be Registered | Amount
to be Registered | Proposed Maximum Aggregate Price Per Unit | Proposed Maximum Aggregate Offering Price* | Amount of Registration Fee |
| --- | --- | --- | --- | --- |
| American Depositary Shares (ADS(s)), each ADS representing the right to receive one (1) Ordinary Share of Compass Pathways plc. | N/A | N/A | N/A | N/A |

• Each unit represents 100 ADSs.

** Estimated solely for the purpose of calculating the registration fee. Pursuant to Rule 457(k), such estimate is computed on the basis of the maximum aggregate fees or charges to be imposed in connection with the issuance of ADSs.

The Registrant hereby amends this Pre-Effective Amendment No. 1 to Registration Statement on such date or dates as may be necessary to delay its effective date until the Registrant shall file a further amendment which specifically states that this Pre-Effective Amendment No. 1 to Registration Statement shall thereafter become effective in accordance with Section 8(a) of the Securities Act of 1933, or until this Pre-Effective Amendment No. 1 to Registration Statement shall become effective on such date as the Commission, acting pursuant to said Section 8(a), may determine.

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This Pre-Effective Amendment No. 1 to Registration Statement may be executed in any number of counterparts, each of which shall be deemed an original, and all of such counterparts together shall constitute one and the same instrument.

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PART I

INFORMATION REQUIRED IN PROSPECTUS

Cross Reference Sheet

Item 1. DESCRIPTION OF SECURITIES TO BE REGISTERED

Item Number and Caption — 1.	Name of Depositary and address of its principal executive office		Location in Form of American Depositary Receipt (“ Receipt ”) Filed Herewith as Prospectus — Face of Receipt - Introductory Article.
2.	Title of Receipts and identity of deposited securities		Face of Receipt - Top Center.
	Terms of Deposit:
	(i)	The amount of deposited securities represented by one American Depositary Share ("ADSs")	Face of Receipt - Upper right corner.
	(ii)	The procedure for voting, if any, the deposited securities	Reverse of Receipt - Paragraphs (17) and (18).
	(iii)	The collection and distribution of dividends	Reverse of Receipt - Paragraph (15).
	(iv)	The transmission of notices, reports and proxy soliciting material	Face of Receipt - Paragraph (14); Reverse of Receipt - Paragraph (18).
	(v)	The sale or exercise of rights	Reverse of Receipt – Paragraphs (15) and
(17).
	(vi)	The deposit or sale of securities resulting from dividends, splits or plans of reorganization	Face of Receipt - Paragraphs (3) and (6); Reverse of Receipt - Paragraphs (15) and (17).
	(vii)	Amendment, extension or termination of the deposit agreement	Reverse of Receipt - Paragraphs (23) and (24) (no provision for extensions).
	(viii)	Rights of holders of Receipts to inspect the transfer books of the Depositary and the list of holders of ADSs	Face of Receipt - Paragraph (14).

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Item Number and Caption	(ix)	Restrictions upon the right to deposit or withdraw the underlying securities	Location in Form of American Depositary Receipt (“ Receipt ”) Filed Herewith as Prospectus — Face of Receipt – Paragraphs (2), (3), (4), (6), (7), (9) and (10).
	(x)	Limitation upon the liability of the Depositary	Face of Receipt - Paragraph (8); Reverse of Receipt - Paragraphs (20) and (21).
3.	Fees and charges which may be imposed directly or indirectly on holders of ADSs		Face of Receipt - Paragraph (11).
Item 2.		AVAILABLE
INFORMATION	Face of Receipt - Paragraph (14).

The Company is subject to the periodic reporting requirements of the United States Securities Exchange Act of 1934, as amended, and, accordingly, files certain reports with, and submits certain reports to, the United States Securities and Exchange Commission (the “ Commission ”). These reports can be retrieved from the Commission’s internet website ( www.sec.gov ), and can be inspected and copied at the public reference facilities maintained by the Commission at 100 F Street, N.E., Washington D.C. 20549.

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PROSPECTUS

The Prospectus consists of the proposed form of American Depositary Receipt included as Exhibit A to the Form of Deposit Agreement filed as Exhibit (a) to this Pre-Effective Amendment No. 1 to Registration Statement on Form F-6 and is incorporated herein by reference.

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PART II

INFORMATION NOT REQUIRED IN PROSPECTUS

Item 3. EXHIBITS

(a) Form of Deposit Agreement, by and among Compass Pathways plc (the “ Company ”), Citibank, N.A., as depositary (the “ Depositary ”), and all Holders and Beneficial Owners of American Depositary Shares issued thereunder (“ Deposit Agreement ”). — Filed herewith as Exhibit (a).

(b) Any other agreement to which the Depositary is a party relating to the issuance of the American Depositary Shares registered hereunder or the custody of the deposited securities represented thereby. — None.

(c) Every material contract relating to the deposited securities between the Depositary and the issuer of the deposited securities in effect at any time within the last three years. — None.

(d) Opinion of counsel for the Depositary as to the legality of the securities to be registered. — Previously filed as Exhibit (d) to the Registration Statement on Form F-6, Reg. No. 333-248514, filed on August 31, 2020, and incorporated herein by reference.

(e) Certificate under Rule 466. — None.

(f) Powers of Attorney for certain officers and directors and the authorized representative of the Company. — Set forth on the signature pages to the Registration Statement on Form F-6, Reg. No. 333-248514, filed on August 31, 2020, and incorporated herein by reference.

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Item 4. UNDERTAKINGS

(a) The Depositary undertakes to make available at the principal office of the Depositary in the United States, for inspection by holders of ADSs, any reports and communications received from the issuer of the deposited securities which are both (1) received by the Depositary as the holder of the deposited securities, and (2) made generally available to the holders of the underlying securities by the issuer.

(b) If the amount of fees charged is not disclosed in the prospectus, the Depositary undertakes to prepare a separate document stating the amount of any fee charged and describing the service for which it is charged and to deliver promptly a copy of such fee schedule without charge to anyone upon request. The Depositary undertakes to notify each registered holder of an ADS thirty (30) days before any change in the fee schedule.

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SIGNATURES

Pursuant to the requirements of the Securities Act of 1933, as amended, Citibank, N.A., acting solely on behalf of the legal entity to be created by the Deposit Agreement, by and among Compass Pathways plc, Citibank, N.A., as depositary, and all Holders and Beneficial Owners of American Depositary Shares to be issued thereunder, certifies that it has reasonable grounds to believe that all the requirements for filing on Form F-6 are met and has duly caused this Pre-Effective Amendment No. 1 to Registration Statement on Form F-6 to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of New York, State of New York, on the 17th day of September, 2020.

| Legal entity created by the Deposit Agreement under
which the American Depositary Shares registered hereunder are to be issued, each American Depositary Share representing the right
to receive one (1) Ordinary Share of Compass Pathways plc. | |
| --- | --- |
| CITIBANK, N.A., solely in its capacity as Depositary | |
| By: | /s/ Leslie DeLuca |
| Name: | Leslie DeLuca |
| Title: | Attorney-in-Fact |

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SIGNATURES

Pursuant to the requirements of the Securities Act of 1933, as amended, Compass Pathways plc certifies that it has reasonable grounds to believe that all the requirements for filing on Form F-6 are met and has duly caused this Pre-Effective Amendment No. 1 to Registration Statement on Form F-6 to be signed on its behalf by the undersigned thereunto duly authorized, in the City of London, United Kingdom, on September 17, 2020.

Compass PATHWAYS plc
By:	/s/ George J. Goldsmith
Name:	George J. Goldsmith
Title:	Chief Executive Officer

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Pursuant to the requirements of the Securities Act of 1933, as amended, this Pre-Effective Amendment No. 1 to Registration Statement on Form F-6 has been signed by the following persons on September 17, 2020, in the capacities indicated:

Signature	Title
*	Chief
Executive Officer and Director
George
Goldsmith	(Principal
Executive Officer)
/s/ Piers Morgan	Chief
Financial Officer
Piers Morgan	(Principal
Financial Officer and Principal Accounting Officer)
*	Chief
Innovation Officer and Director
Ekaterina Malievskaia, M.D., MScPH
*	Director
Florian Brand
*	Director
Annalisa Jenkins, MBBS
*	Director
Thomas Lönngren
*	Director
David Norton
*	Director
Jason Camm

*
Robert McQuade

*Attorney-in-Fact
By:	/s/ Piers Morgan
	Piers Morgan
	Attorney-in-Fact

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SIGNATURE OF AUTHORIZED U.S. REPRESENTATIVE OF REGISTRANT

Pursuant to the requirements of the Securities Act of 1933, as amended, the undersigned, the duly authorized representative in the United States of Compass Pathways plc has signed this registration statement on September 17, 2020.

By:	/s/ Nate Poulsen
Name:	Nate Poulsen
Title:	General Counsel

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Index to Exhibits

Exhibit	Document
(a)	Form of Deposit Agreement