[SCHEDULE 13G] COMPASS Pathways Plc SEC Filing

Rhea-AI Filing Summary

Nantahala Capital Management, LLC and two principals report beneficial ownership of 5,934,315 American Depositary Shares of COMPASS Pathways plc, representing 6.23% of the class. The reported position includes 1,754,385 ADSs that may be acquired within sixty days through exercise of warrants, and all reported shares are held with shared voting and dispositive power rather than sole control. The filing identifies Nantahala as an investment adviser and the two individuals as control persons in respect of the shares held by Nantahala. Signatures appear for the reporting persons and a compliance officer certifies the ordinary-course nature of the holdings.

Positive

• Full disclosure of a material stake: Nantahala reports beneficial ownership of 5,934,315 ADSs representing 6.23% of the class
• Includes near-term exercisable instruments: the position includes 1,754,385 ADSs that may be acquired within sixty days via warrants
• Classification and certification provided: Nantahala identified as an investment adviser and the filing certifies holdings are in the ordinary course of business

Negative

• None.

Insights

Financial Analyst

TL;DR: A 6.23% stake reported, including exercisable warrants, signals a meaningful passive position but not sole control.

The report discloses a non-controlling, sizeable stake in COMPASS Pathways via Nantahala-managed funds and accounts. Inclusion of 1,754,385 ADSs exercisable within 60 days raises the potential for modest near-term increase in fully-diluted exposure. Shared voting and dispositive power indicate joint decision-making consistent with fund ownership rather than director-level control. For analysts, the key numeric takeaway is 5,934,315 ADSs (6.23%) with 1,754,385 ADSs exercisable by warrant.

Corporate Governance Expert

TL;DR: Disclosure follows Rule 13G practice for passive/IA filers; no indication of an activist control campaign.

The filing classifies Nantahala as an investment adviser and lists the two principals as control persons solely by virtue of their roles, but it explicitly states shares are held in the ordinary course of business and not to influence control. Shared voting power across the reported position suggests coordinated voting rather than unilateral authority. From a governance perspective, this filing documents transparency of ownership without signaling governance change.

SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

SCHEDULE 13G

UNDER THE SECURITIES EXCHANGE ACT OF 1934

COMPASS Pathways plc

(Name of Issuer)

American Depositary Shares, each representing one ordinary share, par value of 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

Nantahala Capital Management, 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

MASSACHUSETTS

Number of Shares Beneficially Owned by Each Reporting Person With:

5	Sole Voting Power 0.00
6	Shared Voting Power 5,934,315.00
7	Sole Dispositive Power 0.00
8	Shared Dispositive Power 5,934,315.00

9

Aggregate Amount Beneficially Owned by Each Reporting Person

5,934,315.00

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)

6.23 %

12

Type of Reporting Person (See Instructions)

IA

SCHEDULE 13G

CUSIP No. 20451W101

1

Names of Reporting Persons

Wilmot B. Harkey

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 5,934,315.00
7	Sole Dispositive Power 0.00
8	Shared Dispositive Power 5,934,315.00

9

Aggregate Amount Beneficially Owned by Each Reporting Person

5,934,315.00

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)

6.23 %

12

Type of Reporting Person (See Instructions)

HC

SCHEDULE 13G

CUSIP No. 20451W101

1

Names of Reporting Persons

Daniel Mack

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 5,934,315.00
7	Sole Dispositive Power 0.00
8	Shared Dispositive Power 5,934,315.00

9

Aggregate Amount Beneficially Owned by Each Reporting Person

5,934,315.00

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)

6.23 %

12

Type of Reporting Person (See Instructions)

HC

SCHEDULE 13G

Item 1.
(a)	Name of issuer: COMPASS Pathways plc
(b)	Address of issuer's principal executive offices: 33 Broadwick Street London, UNITED KINGDOM, W1F 0DQ
Item 2.
(a)	Name of person filing: (1) Nantahala Capital Management, LLC ("Nantahala") (2) Wilmot B. Harkey (3) Daniel Mack (together the "Reporting Persons")
(b)	Address or principal business office or, if none, residence: 130 Main St. 2nd Floor, New Canaan, Connecticut 06840
(c)	Citizenship: (1) Nantahala is a Massachusetts limited liability company. (2) Each of Messrs. Harkey and Mack is a citizen of the United States of America.
(d)	Title of class of securities: American Depositary Shares, each representing one ordinary share, par value of 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: As of June 30, 2025, Nantahala may be deemed to be the beneficial owner of 5,934,315 Shares held by funds and separately managed accounts under its control, and as the managing members of Nantahala, each of Messrs. Harkey and Mack may be deemed to be a beneficial owner of those Shares. The 5,934,315 Shares includes 1,754,385 Shares which may be acquired by the Reporting Persons within sixty days through the exercise of warrants.
(b)	Percent of class: As of June 30, 2025, each of the Reporting Persons may be deemed to be the beneficial owner of the following percentage of the total number of Shares outstanding: (1) Nantahala Capital Management, LLC ("Nantahala") : 6.23% (2) Wilmot B. Harkey: 6.23% (3) Daniel Mack: 6.23%
(c)	Number of shares as to which the person has:
	(i) Sole power to vote or to direct the vote: (1) Nantahala Capital Management, LLC ("Nantahala") : 0 Shares. (2) Wilmot B. Harkey: 0 Shares. (3) Daniel Mack: 0 Shares.
	(ii) Shared power to vote or to direct the vote: (1) Nantahala Capital Management, LLC ("Nantahala") : 5,934,315 Shares. (2) Wilmot B. Harkey: 5,934,315 Shares. (3) Daniel Mack: 5,934,315 Shares.
	(iii) Sole power to dispose or to direct the disposition of: (1) Nantahala Capital Management, LLC ("Nantahala") : 0 Shares. (2) Wilmot B. Harkey: 0 Shares. (3) Daniel Mack: 0 Shares.
	(iv) Shared power to dispose or to direct the disposition of: (1) Nantahala Capital Management, LLC ("Nantahala") : 5,934,315 Shares. (2) Wilmot B. Harkey: 5,934,315 Shares. (3) Daniel Mack: 5,934,315 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.
	Not Applicable
Item 7.	Identification and Classification of the Subsidiary Which Acquired the Security Being Reported on by the Parent Holding Company or Control Person.
	If a parent holding company has filed this schedule, pursuant to Rule 13d-1(b)(ii)(G), so indicate under Item 3(g) and attach an exhibit stating the identity and the Item 3 classification of the relevant subsidiary. If a parent holding company has filed this schedule pursuant to Rule 13d-1(c) or Rule 13d-1(d), attach an exhibit stating the identification of the relevant subsidiary. Each of Messrs. Harkey and Mack is filing this Schedule 13G as a control person in respect of shares beneficially owned by Nantahala, an investment adviser as described in ss. 240.13d-1(b)(1)(ii)(E). See Item 4(a).
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.

Nantahala Capital Management, LLC

Signature:	/s/ Taki Vasilakis
Name/Title:	Taki Vasilakis / Chief Compliance Officer
Date:	08/13/2025

Wilmot B. Harkey

Signature:	/s/ Wilmot B. Harkey
Name/Title:	Wilmot B. Harkey
Date:	08/13/2025

Daniel Mack

Signature:	/s/ Daniel Mack
Name/Title:	Daniel Mack
Date:	08/13/2025

FAQ

How many COMPASS Pathways plc (CMPS) ADSs does Nantahala Capital Management report owning?

The filing reports 5,934,315 ADSs, representing 6.23% of the class.

Does the reported CMPS position include instruments exercisable in the near term?

Yes. The reported amount includes 1,754,385 ADSs that may be acquired within sixty days through the exercise of warrants.

What voting and dispositive power does Nantahala report for the CMPS shares?

The reporting persons state they have shared voting power and shared dispositive power for 5,934,315 ADSs and no sole voting or dispositive power.

How is Nantahala classified in this Schedule 13G filing for CMPS?

Nantahala is identified as an investment adviser and the individual filers are listed as control persons solely in relation to shares held by Nantahala.

Does the filing state the purpose of the CMPS share acquisition?

The filing certifies the securities were acquired and are held in the ordinary course of business and not for the purpose of changing or influencing control of the issuer.