COMPASS Pathways plc Schedule 13G/A reports that TCG Crossover-affiliated funds and their managing member, Chen Yu, disclose beneficial ownership of Ordinary Shares represented by ADSs issuable upon exercise of warrants. TCG Crossover I holds 964,500 ADSs (1.0% of class) and TCG Crossover II holds 2,893,500 ADSs (2.9%), for an aggregate of 3,858,000 ADSs (3.9%) attributable to Chen Yu. The warrants may be exercisable within 60 days and are subject to an Ownership Limitation that prevents exercise to the extent it would exceed 9.99% ownership. The filers disclaim group status and state holdings are not intended to influence control.
Positive
None.
Negative
None.
Insights
TL;DR Disclosure shows modest warrant-based holdings (3.9% aggregate) subject to an ownership cap; routine beneficial ownership filing.
The filing documents holdings by TCG Crossover I and II and confirms these positions are warrants exercisable into ADSs within 60 days, with an explicit Ownership Limitation capping potential exercise to avoid >9.99% ownership. Each reporting entity separately reports shared voting and dispositive power over their respective warrants and disclaims group status. For investors, this is a transparency and regulatory disclosure item rather than an operational development.
TL;DR Governance disclosure is complete: allocation of voting/dispositive power and a clear ownership cap are documented.
The Schedule 13G/A clarifies beneficial ownership attribution across private fund entities and the individual managing member, including shared voting/dispositive power figures. The statement includes procedural certifications and signatures by an authorized signatory. The Ownership Limitation and the disclaimer of group status are notable governance controls reflected in the filing.
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, nominal value 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
TCG Crossover GP I, LLC
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
964,500.00
7
Sole Dispositive Power
0.00
8
Shared Dispositive Power
964,500.00
9
Aggregate Amount Beneficially Owned by Each Reporting Person
964,500.00
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)
1.0 %
12
Type of Reporting Person (See Instructions)
OO
Comment for Type of Reporting Person:
These securities are held of record by TCG Crossover I (as defined in Item 2(a) of the Original Schedule 13G (as defined in the Explanatory Note below)) and consist 964,500 Ordinary Shares, which are represented by 964,500 ADSs, issuable upon exercise of warrants (the Warrants) which may be exercisable within 60 days of the date hereof. TCG Crossover GP I (as defined in Item 2(a) of the Original Schedule 13G (as defined in the Explanatory Note below)) is the general partner of TCG Crossover I and may be deemed to have voting, investment, and dispositive power with respect to these securities. Chen Yu is the sole managing member of TCG Crossover GP I and may be deemed to share voting, investment and dispositive power with respect to these securities. The Warrants may not be exercised to the extent that doing so would result in the holder of the Warrants (together with the holder's affiliates and any other persons acting as a group together with the holder or any of the holder's affiliates) beneficially owning more than 9.99% of the shares of Ordinary Shares outstanding immediately prior to or after giving effect to such exercise (the Ownership Limitation).
Based on 96,905,764 Ordinary Shares, which includes the sum of (i) 95,941,264 Ordinary Shares outstanding as of July 28, 2025, as reported by the Issuer in its Quarterly Report on Form 10-Q for the quarter ended June 30, 2025, filed with the Securities and Exchange Commission (the Commission) on July 31, 2025 (the Form 10-Q)and (ii) 964,500 Ordinary Shares issuable upon exercise of Warrants held of record by TCG Crossover I.
SCHEDULE 13G
CUSIP No.
20451W101
1
Names of Reporting Persons
TCG Crossover Fund I, L.P.
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
964,500.00
7
Sole Dispositive Power
0.00
8
Shared Dispositive Power
964,500.00
9
Aggregate Amount Beneficially Owned by Each Reporting Person
964,500.00
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)
1.0 %
12
Type of Reporting Person (See Instructions)
PN
Comment for Type of Reporting Person:
These securities are held of record by TCG Crossover I and consist of 964,500 Ordinary Shares, which are represented by 964,500 ADSs, issuable upon exercise of Warrants which may be exercisable within 60 days of the date hereof. TCG Crossover GP I is the general partner of TCG Crossover I and may be deemed to have voting, investment, and dispositive power with respect to these securities. Chen Yu is the sole managing member of TCG Crossover GP I and may be deemed to share voting, investment and dispositive power with respect to these securities. The exercise of the Warrants is subject to the Ownership Limitation.
Based on 96,905,764 Ordinary Shares, which includes the sum of (i) 95,941,264 Ordinary Shares outstanding as of July 28, 2025, as reported by the Issuer in its Form 10-Q and (ii) 964,500 Ordinary Shares issuable upon exercise of Warrants held of record by TCG Crossover I.
SCHEDULE 13G
CUSIP No.
20451W101
1
Names of Reporting Persons
TCG Crossover GP II, LLC
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
2,893,500.00
7
Sole Dispositive Power
0.00
8
Shared Dispositive Power
2,893,500.00
9
Aggregate Amount Beneficially Owned by Each Reporting Person
2,893,500.00
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)
2.9 %
12
Type of Reporting Person (See Instructions)
OO
Comment for Type of Reporting Person:
These securities are held of record by TCG Crossover II (as defined in Item 2(a) of the Original Schedule 13G (as defined in the Explanatory Note below)) and consists of 2,893,500 Ordinary Shares, which are represented by 2,893,500 ADSs, issuable upon exercise of Warrants which may be exercisable within 60 days of the date hereof. TCG Crossover GP II (as defined in Item 2(a) of the Original Schedule 13G (as defined in the Explanatory Note below)) is the general partner of TCG Crossover II and may be deemed to have voting, investment, and dispositive power with respect to these securities. Chen Yu is the sole managing member of TCG Crossover GP II and may be deemed to share voting, investment and dispositive power with respect to these securities. The exercise of the Warrants is subject to the Ownership Limitation.
Based on 98,834,764 Ordinary Shares, which includes the sum of (i) 95,941,264 Ordinary Shares outstanding as of July 28, 2025, as reported by the Issuer in its Form 10-Q and (ii) 2,893,500 Ordinary Shares issuable upon exercise of Warrants held of record by TCG Crossover II.
SCHEDULE 13G
CUSIP No.
20451W101
1
Names of Reporting Persons
TCG Crossover Fund II, L.P.
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
2,893,500.00
7
Sole Dispositive Power
0.00
8
Shared Dispositive Power
2,893,500.00
9
Aggregate Amount Beneficially Owned by Each Reporting Person
2,893,500.00
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)
2.9 %
12
Type of Reporting Person (See Instructions)
PN
Comment for Type of Reporting Person:
These securities are held of record by TCG Crossover II and consist of 2,893,500 Ordinary Shares, which are represented by 2,893,500 ADSs, issuable upon exercise of Warrants which may be exercisable within 60 days of the date hereof. TCG Crossover GP II is the general partner of TCG Crossover II and may be deemed to have voting, investment, and dispositive power with respect to these securities. Chen Yu is the sole managing member of TCG Crossover GP II and may be deemed to share voting, investment and dispositive power with respect to these securities. The exercise of the Warrants is subject to the Ownership Limitation.
Based on 98,834,764 Ordinary Shares, which includes the sum of (i) 95,941,264 Ordinary Shares outstanding as of July 28, 2025, as reported by the Issuer in its Form 10-Q and (ii) 2,893,500 Ordinary Shares issuable upon exercise of Warrants held of record by TCG Crossover II.
SCHEDULE 13G
CUSIP No.
20451W101
1
Names of Reporting Persons
Chen Yu
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
3,858,000.00
7
Sole Dispositive Power
0.00
8
Shared Dispositive Power
3,858,000.00
9
Aggregate Amount Beneficially Owned by Each Reporting Person
3,858,000.00
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)
3.9 %
12
Type of Reporting Person (See Instructions)
IN
Comment for Type of Reporting Person:
Consists of an aggregate of 3,858,000 Ordinary Shares, which are represented by 3,858,000 ADSs, issuable upon exercise of Warrants held of record by TCG Crossover I and TCG Crossover II. TCG Crossover GP I is the general partner of TCG Crossover I and may be deemed to have voting, investment, and dispositive power with respect to these securities. TCG Crossover GP II is the general partner of TCG Crossover II and may be deemed to have voting, investment, and dispositive power with respect to these securities. Chen Yu is the sole managing member of each of TCG Crossover GP I and TCG Crossover GP II and may be deemed to share voting, investment and dispositive power with respect to these securities. The exercise of the Warrants is subject to the Ownership Limitation.
Based on 99,799,264 Ordinary Shares, which includes the sum of (i) 95,941,264 Ordinary Shares outstanding as reported by the Issuer in its Form 10-Q and (ii) an aggregate of 3,858,000 Ordinary Shares issuable upon exercise of the Warrants held of record by TCG Crossover I and TCG Crossover II (as a result of the Ownership Limitation).
SCHEDULE 13G
Item 1.
(a)
Name of issuer:
COMPASS Pathways plc
(b)
Address of issuer's principal executive offices:
33 Broadwick Street, London UK WIF 0DQ
Item 2.
(a)
Name of person filing:
This joint statement on Schedule 13G is being filed by TCG Crossover Fund I, L.P. (TCG Crossover I), TCG Crossover GP I, LLC (TCG Crossover GP I and together with TCG Crossover I, the Reporting Entities) and Chen Yu (the Reporting Individual). The Reporting Entities and the Reporting Individual are collectively referred to as the Reporting Persons. The Reporting Persons expressly disclaim status as a group for purposes of this Schedule 13G. The agreement among the Reporting Persons to file jointly in accordance with the provisions of Rule 13d-1(k)(1) under the Act is attached as Exhibit 99.1 to the Schedule 13G filed with the SEC on February 9, 2024 (the Original Schedule 13G). Other than those securities reported herein as being held directly by such Reporting Person, each Reporting Person disclaims beneficial ownership of all securities reported in this Statement except to the extent of such Reporting Person's pecuniary interest therein.
(b)
Address or principal business office or, if none, residence:
The address of the principal business office of each Reporting Person is 705 High St., Palo Alto, CA 94301.
(c)
Citizenship:
TCG Crossover GP I is a limited liability company organized under the laws of the State of Delaware. TCG Crossover I is a limited partnership organized under the laws of the State of Delaware. The Reporting Individual is a citizen of the United States of America.
(d)
Title of class of securities:
Ordinary Shares, nominal value 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:
See Row 9 of the cover page for each Reporting Person and the corresponding comments.
(b)
Percent of class:
See Row 11 of the cover page for each Reporting Person and the corresponding comments.
(c)
Number of shares as to which the person has:
(i) Sole power to vote or to direct the vote:
See Row 5 of the cover page for each Reporting Person and the corresponding comments.
(ii) Shared power to vote or to direct the vote:
See Row 6 of the cover page for each Reporting Person and the corresponding comments.
(iii) Sole power to dispose or to direct the disposition of:
See Row 7 of the cover page for each Reporting Person and the corresponding comments.
(iv) Shared power to dispose or to direct the disposition of:
See Row 8 of the cover page for each Reporting Person and the corresponding comments.
Item 5.
Ownership of 5 Percent or Less of a Class.
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.
Under certain circumstances set forth in the limited partnership agreements of TCG Crossover I and the limited liability company agreement of TCG Crossover GP I, the general and limited partners or members, as the case may be, of each of such entities may be deemed to have the right to receive dividends from, or the proceeds from, the sale of securities of the Issuer owned by each such entity of which they are a partner or member, as the case may be.
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 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.
What stake in COMPASS Pathways (CMPS) do TCG Crossover entities report?
The filing reports TCG Crossover I holds 964,500 ADSs (1.0%) and TCG Crossover II holds 2,893,500 ADSs (2.9%), aggregating to 3,858,000 ADSs (3.9%) attributable to Chen Yu.
Are the reported holdings currently exercisable into ordinary shares?
The filing states the holdings are represented by warrants that may be exercisable within 60 days of the filing date.
Is there any limit on exercising the warrants reported in the Schedule 13G/A?
Yes. The warrants include an Ownership Limitation that prevents exercise if it would cause beneficial ownership to exceed 9.99% of ordinary shares.
Do the reporting persons claim they are acting as a group?
No. The Reporting Persons expressly disclaim status as a group for purposes of this Schedule 13G.
Where are the reporting persons organized and who is the individual reporting person?
The funds and GP entities are organized in Delaware; the reporting individual is Chen Yu, a U.S. citizen, with principal business address at 705 High St., Palo Alto, CA 94301.
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