[SCHEDULE 13G/A] COMPASS Pathways Plc SEC Filing

Rhea-AI Filing Summary

RTW Investments, LP and Roderick Wong report shared beneficial ownership of 9,474,397 ordinary shares of COMPASS Pathways plc, representing 9.99% of the outstanding shares on a fully exercised-warrant basis. The filing states the reported amount assumes exercise of warrants to purchase 1,252,468 shares but limits exercise so the holders will not exceed 9.99% ownership. Voting and dispositive power are shared; neither reporting person claims sole voting or dispositive power. The shares are held by RTW Funds and RTW Master Fund, Ltd. is identified as having the right to receive proceeds or dividends for more than 5% of the reported shares. The filing was signed by Roderick Wong as Managing Partner of RTW Investments.

Positive

• Clear disclosure of the stake size including warrant assumptions (1,252,468 warrants) demonstrating transparency
• Classification as passive under Schedule 13G/A with the ordinary-course certification, indicating no claimed intent to change control

Negative

• Near-10% position could attract market and governance attention despite passive classification
• Shared voting/dispositive power limits clarity on which entity ultimately directs actions absent further detail

Insights

Securities Analyst

TL;DR: RTW reports a near-10% passive stake in COMPASS Pathways via RTW Funds, with shared voting/dispositive authority and warrant-based share counting.

The Schedule 13G/A shows RTW Investments and Dr. Roderick Wong collectively beneficially own 9,474,397 shares, calculated as 9.99% of 93,586,348 outstanding shares when including exercise of 1,252,468 warrants. Ownership is reported as shared voting and dispositive power, indicating the position is held on behalf of RTW Funds rather than for sole control. The filing also identifies RTW Master Fund, Ltd. as holding rights to proceeds or dividends for over 5% of the reported shares. This is a passive disclosure under Schedule 13G/A rather than an active 13D control filing.

Corporate Governance Expert

TL;DR: The disclosure signals a sizable institutional stake near the 10% threshold, with explicit warrant assumptions and shared authority—standard governance notice.

The document clarifies that warrants (1,252,468) are included in the beneficial ownership calculation but that exercise is constrained to avoid exceeding the 9.99% cap. Shared voting and dispositive power are disclosed, and the filing includes the statutory certification about ordinary-course investment intent. The form classifies RTW Investments as an investment adviser and Dr. Wong as a control/holding person related to that adviser. No assertion of an intent to influence control is made in the certification.

SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

SCHEDULE 13G

UNDER THE SECURITIES EXCHANGE ACT OF 1934

(Amendment No. 1)

COMPASS Pathways plc

(Name of Issuer)

Ordinary Shares, par value GBP 0.008 per share

(Title of Class of Securities)

20451W101

(CUSIP Number)

06/30/2025

(Date of Event Which Requires Filing of this Statement)

Check the appropriate box to designate the rule pursuant to which this Schedule is filed:

Rule 13d-1(b)

Rule 13d-1(c)

Rule 13d-1(d)

SCHEDULE 13G

CUSIP No. 20451W101

1

Names of Reporting Persons

RTW Investments, LP

2

Check the appropriate box if a member of a Group (see instructions)

(a)
(b)

3

Sec Use Only

4

Citizenship or Place of Organization

DELAWARE

Number of Shares Beneficially Owned by Each Reporting Person With:

5	Sole Voting Power 0.00
6	Shared Voting Power 9,474,397.00
7	Sole Dispositive Power 0.00
8	Shared Dispositive Power 9,474,397.00

9

Aggregate Amount Beneficially Owned by Each Reporting Person

9,474,397.00

10

Check box if the aggregate amount in row (9) excludes certain shares (See Instructions)

11

Percent of class represented by amount in row (9)

9.9 %

12

Type of Reporting Person (See Instructions)

IA, PN

SCHEDULE 13G

CUSIP No. 20451W101

1

Names of Reporting Persons

Roderick Wong

2

Check the appropriate box if a member of a Group (see instructions)

(a)
(b)

3

Sec Use Only

4

Citizenship or Place of Organization

UNITED STATES

Number of Shares Beneficially Owned by Each Reporting Person With:

5	Sole Voting Power 0.00
6	Shared Voting Power 9,474,397.00
7	Sole Dispositive Power 0.00
8	Shared Dispositive Power 9,474,397.00

9

Aggregate Amount Beneficially Owned by Each Reporting Person

9,474,397.00

10

Check box if the aggregate amount in row (9) excludes certain shares (See Instructions)

11

Percent of class represented by amount in row (9)

9.9 %

12

Type of Reporting Person (See Instructions)

HC, IN

SCHEDULE 13G

Item 1.
(a)	Name of issuer: COMPASS Pathways plc
(b)	Address of issuer's principal executive offices: 33 Broadwick Street, London , X0, W1F 0DQ.
Item 2.
(a)	Name of person filing: This statement is filed by: (i) RTW Investments, LP ("RTW Investments"), a Delaware limited partnership and the investment adviser to certain funds (the "RTW Funds"), with respect to Ordinary Shares, par value GBP 0.008 per share (the "Shares") of COMPASS Pathways plc (the "Company") directly held by the RTW Funds; and (ii) Roderick Wong, M.D. ("Dr. Wong"), the Managing Partner and Chief Investment Officer of RTW Investments, with respect to the Shares directly held by the RTW Funds. The foregoing persons are hereinafter sometimes collectively referred to as the "Reporting Persons." The filing of this statement should not be construed as an admission that any of the foregoing persons or any Reporting Person is, for the purposes of Section 13 of the Securities Exchange Act of 1934, as amended, the beneficial owner of the Shares reported herein.
(b)	Address or principal business office or, if none, residence: The address of the business office of each of the Reporting Persons is 40 10th Avenue, Floor 7, New York, New York 10014.
(c)	Citizenship: RTW Investments is a Delaware limited partnership. Dr. Wong is a citizen of the United States.
(d)	Title of class of securities: Ordinary Shares, par value GBP 0.008 per share
(e)	CUSIP No.: 20451W101
Item 3.	If this statement is filed pursuant to §§ 240.13d-1(b) or 240.13d-2(b) or (c), check whether the person filing is a:
(a)	Broker or dealer registered under section 15 of the Act (15 U.S.C. 78o);
(b)	Bank as defined in section 3(a)(6) of the Act (15 U.S.C. 78c);
(c)	Insurance company as defined in section 3(a)(19) of the Act (15 U.S.C. 78c);
(d)	Investment company registered under section 8 of the Investment Company Act of 1940 (15 U.S.C. 80a-8);
(e)	An investment adviser in accordance with § 240.13d-1(b)(1)(ii)(E);
(f)	An employee benefit plan or endowment fund in accordance with § 240.13d-1(b)(1)(ii)(F);
(g)	A parent holding company or control person in accordance with § 240.13d-1(b)(1)(ii)(G);
(h)	A savings associations as defined in Section 3(b) of the Federal Deposit Insurance Act (12 U.S.C. 1813);
(i)	A church plan that is excluded from the definition of an investment company under section 3(c)(14) of the Investment Company Act of 1940 (15 U.S.C. 80a-3);
(j)	A non-U.S. institution in accordance with § 240.13d-1(b)(1)(ii)(J). If filing as a non-U.S. institution in accordance with § 240.13d-1(b)(1)(ii)(J), please specify the type of institution:
(k)	Group, in accordance with Rule 240.13d-1(b)(1)(ii)(K).
Item 4.	Ownership
(a)	Amount beneficially owned: The information required by Item 4(a) is set forth in Rows 5 - 9 of the cover page for each of the Reporting Persons and is incorporated herein by reference. The amounts reported herein assume the exercise of warrants held by the Reporting Persons to purchase 1,252,468 Shares (the "Warrants") the maximum amount that may be exercised given the current number of outstanding shares and the shares held by the Reporting Persons. Pursuant to the terms of the Warrants, the Reporting Persons cannot exercise any of the Warrants to the extent the Reporting Persons would beneficially own, after any such exercise, more than 9.99% of the outstanding Shares. The percentages set forth in Row 11 of the cover pages are calculated based upon 93,586,348 Shares outstanding as of June 30, 2025 as reported in the Company's Current Report on Form 8-K filed with the Securities and Exchange Commission on July 31, 2025, and assume the exercise of Warrants held by the Reporting Persons to purchase 1,252,468 Shares.
(b)	Percent of class: RTW Investments: 9.99% Dr. Wong: 9.99%
(c)	Number of shares as to which the person has:
	(i) Sole power to vote or to direct the vote: RTW Investments: 0 Dr. Wong: 0
	(ii) Shared power to vote or to direct the vote: RTW Investments: 9,474,397 Shares Dr. Wong: 9,474,397 Shares
	(iii) Sole power to dispose or to direct the disposition of: RTW Investments: 0 Dr. Wong: 0
	(iv) Shared power to dispose or to direct the disposition of: RTW Investments: 9,474,397 Shares Dr. Wong: 9,474,397 Shares
Item 5.	Ownership of 5 Percent or Less of a Class.
Item 6.	Ownership of more than 5 Percent on Behalf of Another Person.
	If any other person is known to have the right to receive or the power to direct the receipt of dividends from, or the proceeds from the sale of, such securities, a statement to that effect should be included in response to this item and, if such interest relates to more than 5 percent of the class, such person should be identified. A listing of the shareholders of an investment company registered under the Investment Company Act of 1940 or the beneficiaries of employee benefit plan, pension fund or endowment fund is not required. See Item 2. The RTW Funds have the right to receive or the power to direct the receipt of dividends from, or the proceeds from the sale of, the Shares reported herein. RTW Master Fund, Ltd., an RTW Fund, has the right to receive or the power to direct the receipt of dividends from, or the proceeds from the sale of more than 5% of the Shares reported herein.
Item 7.	Identification and Classification of the Subsidiary Which Acquired the Security Being Reported on by the Parent Holding Company or Control Person.
	Not Applicable
Item 8.	Identification and Classification of Members of the Group.
	Not Applicable
Item 9.	Notice of Dissolution of Group.
	Not Applicable

Item 10.

Certifications:

By signing below I certify that, to the best of my knowledge and belief, the securities referred to above were acquired and are held in the ordinary course of business and were not acquired and are not held for the purpose of or with the effect of changing or influencing the control of the issuer of the securities and were not acquired and are not held in connection with or as a participant in any transaction having that purpose or effect, other than activities solely in connection with a nomination under ?? 240.14a-11.

SIGNATURE

After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct.

RTW Investments, LP

Signature:	/s/ Roderick Wong, M.D.
Name/Title:	Roderick Wong, M.D., Managing Partner
Date:	08/14/2025

Roderick Wong

Signature:	s/ Roderick Wong, M.D.
Name/Title:	Roderick Wong, M.D.
Date:	08/14/2025

FAQ

What percentage of COMPASS Pathways plc (CMPS) do RTW Investments and Roderick Wong report owning?

The filing reports beneficial ownership of 9.99% of COMPASS Pathways' outstanding shares on a fully exercised-warrant basis.

How many shares does RTW Investments report owning in CMPS?

RTW Investments reports beneficial ownership of 9,474,397 ordinary shares.

Are warrants included in the ownership calculation for CMPS?

Yes; the reporting persons include warrants to purchase 1,252,468 shares in the calculation, subject to a limit to avoid exceeding 9.99% ownership.

Does the filing indicate RTW intends to influence control of CMPS?

No; the Schedule 13G/A includes a certification that the securities were acquired and are held in the ordinary course of business and not to change or influence control.

Who has the right to receive dividends or proceeds for more than 5% of the reported shares?

The filing identifies RTW Master Fund, Ltd. as having the right to receive dividends or proceeds for more than 5% of the reported shares.