SCHEDULE: TCG Crossover Funds Disclose Compass Pathways Stake

TCG Crossover Funds and Chen Yu report beneficial ownership of Compass Pathways plc ordinary shares via warrants, totaling 3.9% for Chen Yu.

Summary

• TCG Crossover GP I, LLC and TCG Crossover Fund I, L.P. jointly report beneficial ownership of 964,500 Ordinary Shares of COMPASS Pathways plc, representing 1.0% of the class.
• TCG Crossover GP II, LLC and TCG Crossover Fund II, L.P. jointly report beneficial ownership of 2,893,500 Ordinary Shares of COMPASS Pathways plc, representing 2.9% of the class.
• Chen Yu, as the sole managing member of both TCG Crossover GP I and TCG Crossover GP II, is deemed to share voting and dispositive power over an aggregate of 3,858,000 Ordinary Shares, representing 3.9% of the class.
• All reported shares are represented by American Depositary Shares (ADSs) and are issuable upon the exercise of warrants within 60 days of the filing date.
• The exercise of these warrants is subject to an 'Ownership Limitation,' preventing the holder (and affiliates) from beneficially owning more than 9.99% of the outstanding Ordinary Shares immediately prior to or after exercise.
• The beneficial ownership percentages are calculated based on 95,941,264 Ordinary Shares outstanding as of July 28, 2025, as reported by COMPASS Pathways plc in its Quarterly Report on Form 10-Q for the quarter ended June 30, 2025, plus the shares issuable upon exercise of the respective warrants.

Sentiment

Score: 5

Explanation: This is a factual regulatory filing disclosing beneficial ownership via warrants. It does not contain information that would significantly alter the sentiment towards the company's operational or financial performance, beyond the disclosure of an existing investment position and potential future dilution from warrant exercise, which is capped by an ownership limitation.

Risks

• The exercise of warrants could lead to dilution for existing shareholders, although the 'Ownership Limitation' caps the immediate impact from these specific warrants.
• The value of the warrants and the underlying shares is subject to market fluctuations and the company's performance.

Future Outlook

This filing is a disclosure of beneficial ownership and does not contain forward-looking statements or guidance from the issuer or the reporting persons regarding the issuer's future performance.

Industry Context

This filing is a standard regulatory disclosure of beneficial ownership by institutional investors. It reflects an investment position in COMPASS Pathways plc, a company operating in the biotechnology and pharmaceutical sector, without providing broader industry trends or competitive analysis.

Stakeholder Impact

• Shareholders: Potential for minor dilution if warrants are exercised, increasing the number of outstanding shares. The 9.99% ownership limitation mitigates significant immediate dilution from these specific warrants.
• Investors: Provides transparency regarding significant institutional holdings and potential future share issuance from warrant exercises.

Key Dates

Keywords

COMPASS Pathways plc, Schedule 13G, Beneficial Ownership, Warrants, ADSs, TCG Crossover, Chen Yu, Biotechnology, Pharmaceuticals, Investment Disclosure