S-8

As filed with the Securities and Exchange Commission on February 28, 2022

Registration No. 333-            

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, DC 20549

FORM S-8

REGISTRATION STATEMENT

UNDER

THE SECURITIES ACT OF 1933

Compass, Inc.

(Exact name of registrant as specified in its charter)

Delaware	30-0751604
(State or other jurisdiction of incorporation or organization)	(I.R.S. Employer Identification No.)

90 Fifth Avenue, 3rd Floor

New York, New York 10011

(212) 913-9058

(Address of principal executive offices) (Zip Code)

2021 Equity Incentive Plan

2021 Employee Stock Purchase Plan

(Full titles of the plans)

Robert Reffkin

Founder, Chairman and Chief Executive Officer

Compass, Inc.

90 Fifth Avenue, 3rd Floor

New York, New York 10011

(212) 913-9058

(Name, address, including zip code, and telephone number of agent for service)

Copies to:

James D. Evans Ran D. Ben-Tzur Morgan A. Sawchuk Michael M. Shaw Fenwick & West LLP 902 Broadway, Suite 14 New York, New York 10010 (212) 921-2001 Brad Serwin General Counsel and Corporate Secretary Compass, Inc. 90 Fifth Avenue, 3rd Floor New York, New York 10011 (212) 913-9058

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company or an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company,” and “emerging growth company” in Rule 12b-2 of the Exchange Act.

Large accelerated filer   ☐	Accelerated filer   ☐
Non-accelerated filer   ☒	Smaller reporting company   ☐
	Emerging growth company   ☐

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 7(a)(2)(B) of the Securities Act.   ☐

REGISTRATION OF ADDITIONAL SHARES

PURSUANT TO GENERAL INSTRUCTION E

Compass, Inc. (the “Registrant”) is filing this Registration Statement (“Registration Statement”) with the Securities and Exchange Commission (the “Commission”) to register (a) 20,457,795 additional shares of its Class A common stock, $0.00001 par value per share (“Class A Shares”) available for issuance under the Registrant’s 2021 Equity Incentive Plan (“2021 EIP”), pursuant to the provision of the 2021 EIP providing for an automatic annual increase in the number of shares reserved for issuance and (b) 3,918,007 Class A Shares available for issuance under the Registrant’s 2021 Employee Stock Purchase Plan (“2021 ESPP”), pursuant to the provision of the 2021 ESPP providing for an automatic annual increase in the number of shares reserved for issuance.

In accordance with General Instruction E of Form S-8, and only with respect to the Class A Shares issuable under the 2021 EIP and 2021 ESPP, this Registration Statement hereby incorporates by reference the contents of the Registrant’s Registration Statement on Form S-8 filed with the Commission on April 1, 2021 (Registration No. 333-254976), to the extent not superseded hereby.

PART II

Information Required in the Registration Statement

Item 3. Incorporation of Documents by Reference.

The following documents filed by Compass, Inc. (the “Registrant”) with the Commission pursuant to the Securities Act and the Securities Exchange Act of 1934, as amended (the “Exchange Act”), are incorporated herein by reference:

(a) the Registrant’s Annual Report on Form 10-K for the year ended December 31, 2021, filed with the Commission on February 28, 2022;

(b) All other reports filed pursuant to Section 13(a) or 15(d) of the Exchange Act since the end of the fiscal year covered by the Registrant’s Annual Report referred to in (a) above (other than the portions of these documents not deemed to be filed); and

(c) the description of the Registrant’s Class A common stock contained in the Registrant’s Registration Statement on Form 8-A (Registration No. 001-40291) filed with the Commission on March 24, 2021 under Section  12(b) of the Exchange Act, including any amendments or reports filed for the purpose of updating such description, including Exhibit 4.1 to our Annual Report on Form 10-K for the year ended December 31, 2021, filed with the SEC on February 28, 2022.

All documents filed by the Registrant pursuant to Section 13(a), 13(c), 14, or 15(d) of the Exchange Act subsequent to the filing of this Registration Statement and prior to the filing of a post-effective amendment, which indicates that all securities offered hereby have been sold or which deregisters all securities then remaining unsold, shall be deemed to be incorporated by reference into this Registration Statement and to be a part hereof from the date of filing such documents, except as to specific sections of such documents as set forth therein. Any statement contained in a document incorporated or deemed to be incorporated by reference herein shall be deemed to be modified or superseded for purposes of this Registration Statement to the extent that a statement contained in any subsequently filed document, which also is deemed to be incorporated by reference herein, modifies or supersedes such statement.

Item 5. Interests of Named Experts and Counsel.

Not applicable.

Item 8. Exhibits.

The following exhibits are filed herewith:

Exhibit Number	Exhibit Description	Incorporated by Reference								Filed Herewith
		Form		File No.		Exhibit		Filing Date
4.1	Restated Certificate of Incorporation of the Registrant.		10-Q		001-40291		3.1		5/13/2021
4.2	Restated Bylaws of the Registrant.		10-Q		001-40291		3.2		5/13/2021
4.3	Form of Registrant’s Class A Common Stock Certificate.		10-K		001-40291		4.1		2/28/2022
4.4	2021 Equity Incentive Plan and forms of award agreements thereunder.		S-1/A		333-253744		10.3		3/23/2021
4.5	2021 Employee Stock Purchase Plan.		S-1/A		333-253744		10.4		3/23/2021
5.1	Opinion of Fenwick & West LLP.									X
23.1	Consent of Fenwick & West LLP (included in Exhibit 5.1).									X
23.2	Consent of PricewaterhouseCoopers LLP, independent registered public accounting firm.									X
24.1	Power of Attorney (included on the signature page to this registration statement).									X
107	Filing Fee Table.									X

SIGNATURES

Pursuant to the requirements of the Securities Act of 1933, as amended, the Registrant certifies that it has reasonable grounds to believe that it meets all of the requirements for filing on Form S-8 and has duly caused this Registration Statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of New York, State of New York, on this 28^th day of February, 2022.

COMPASS, INC.
By:	/s/ Robert Reffkin
	Robert Reffkin
	Chairman of the Board of Directors and Chief Executive Officer

POWER OF ATTORNEY

KNOW ALL PERSONS BY THESE PRESENTS, that each person whose signature appears below hereby constitutes and appoints Robert Reffkin, Kristen Ankerbrandt and Scott Wahlers, and each of them, as his or her true and lawful attorney-in-fact and agent with the full power of substitution, for him or her in any and all capacities, to sign any and all amendments to this registration statement (including post-effective amendments to this Registration Statement on Form S-8), and to file the same, with all exhibits thereto and other documents in connection therewith, with the Securities and Exchange Commission, granting unto said attorneys-in-fact and agents, and each of them full power and authority to do and perform each and every act and thing requisite and necessary to be done in connection therewith, as fully for all intents and purposes as he or she might or could do in person, hereby ratifying and confirming all that said attorneys-in-fact and agents, or his or her substitutes, may lawfully do or cause to be done by virtue hereof.

Pursuant to the requirements of the Securities Act, this Registration Statement has been signed by the following persons in the capacities and on the date indicated.

Signature	Title	Date
/s/ Robert Reffkin Robert Reffkin	Chairman of the Board of Directors and Chief Executive Officer (Principal Executive Officer)	February 28, 2022
/s/ Kristen Ankerbrandt	Chief Financial Officer (Principal Financial Officer)	February 28, 2022
Kristen Ankerbrandt
/s/ Scott Wahlers	Chief Accounting Officer (Principal Accounting Officer)	February 28, 2022
Scott Wahlers
/s/ Jeffrey Housenbold	Director	February 28, 2022
Jeffrey Housenbold
/s/ Frank Martell	Director	February 28, 2022
Frank Martell
/s/ Eileen Murray Eileen Murray	Director	February 28, 2022

/s/ Charles Phillips	Director	February 28, 2022
Charles Phillips
/s/ Steven Sordello	Director	February 28, 2022
Steven Sordello
/s/ Pamela Thomas-Graham	Director	February 28, 2022
Pamela Thomas-Graham

EX-5.1

EXHIBIT 5.1

February 28, 2022

Compass, Inc.

90 Fifth Avenue, 3rd Floor     

New York NY 10011

Ladies and Gentlemen:

At your request, as your counsel, we have examined the Registration Statement on Form S-8 (the “Registration Statement”) to be filed by Compass, Inc., a Delaware corporation (the “Company”) with the Securities and Exchange Commission (the “Commission”) on or about February 28, 2022 in connection with the registration under the Securities Act of 1933, as amended (the “Securities Act”), of: (i) an aggregate of 24,375,802 shares of the Company’s Class A Common Stock, $0.00001 par value per share (“Class A Common Stock”), subject to issuance by the Company (a) upon the exercise or settlement of awards to be granted under the Company’s 2021 Equity Incentive Plan (the “2021 Plan”), and (b) pursuant to purchase rights to acquire shares of Class A Common Stock to be granted under the Company’s 2021 Employee Stock Purchase Plan (the “2021 ESPP”). The 24,375,802 shares of Class A Common Stock described in the preceding paragraph are collectively referred to herein as the “Shares,” and the 2021 Plan and the 2021 ESPP are collectively referred to in this letter as the “Plans.” At your request, we are providing this letter to express our opinion on the matters set forth below in this letter (“our opinion”).

In connection with our opinion, we have examined such matters of fact as we have deemed necessary, which included examination of originals or copies of: (a) the Company’s current Certificate of Incorporation and Bylaws, as amended (collectively, the “Charter Documents”), the Plans, the Registration Statement and the exhibits thereto, (b) certain corporate proceedings of the Company’s Board of Directors (the “Board”) and the Company’s stockholders relating to adoption or approval of the Charter Documents, the Plans, the reservation of the Shares for sale and issuance, the filing of the Registration Statement and the registration of the Shares under the Securities Act and documents regarding the Company’s outstanding and reserved capital stock and other securities and (c) such other documents as we have deemed advisable, and we have examined such questions of law as we have considered necessary.

In our examination of documents for purposes of this opinion, we have assumed, and express no opinion as to, the authenticity and completeness of all documents submitted to us as originals, the genuineness of signatures on documents reviewed by us, the conformity to originals and the completeness of all documents submitted to us as copies, the legal capacity of all parties executing any documents (other than the Company), the lack of any undisclosed termination or modification or waiver of any document, the absence of any extrinsic agreements or documents that might change or affect the interpretation or terms of documents, and the due authorization, execution and delivery of all documents by each party thereto other than the Company. We have also assumed that any certificates or instruments representing the Shares, when issued, will be executed by the Company and by officers of the Company duly authorized to do so. In rendering our opinion, we have also relied upon a Certificate of Good Standing dated February 28, 2022 issued by the Delaware Secretary of State with respect to the Company and representations and certifications made to us by the Company, including without limitation representations in an Opinion

Certificate addressed to us of even date herewith that the Company has available a sufficient number of authorized shares of Class A Common Stock that are not currently outstanding or reserved for issuance under other outstanding securities or plans of the Company, to enable the Company to issue and deliver all of the Shares as of the date of this letter.

We render this opinion only with respect to, and we express no opinion herein concerning the application or effect of the laws of any jurisdiction other than, the existing Delaware General Corporation Law now in effect. We express no opinion with respect to the securities or “blue sky” laws of any state.

Based upon, and subject to, the foregoing, it is our opinion that when the 24,375,802 shares of Class A Common Stock that may be issued and sold by the Company (a) upon the exercise or settlement of awards to be granted under the 2021 Plan and (b) pursuant to purchase rights to be granted under the 2021 ESPP have been issued and sold by the Company against the Company’s receipt of payment therefor (in an amount and type of consideration not less than the par value per Share) in accordance with the terms (including, without limitation, payment and authorization provisions) of the applicable Plan, and have been duly registered on the books of the transfer agent and registrar for the Shares in the name or on behalf of the holders thereof, such Shares will be validly issued, fully paid and non-assessable.

We consent to the use of this opinion as an exhibit to the Registration Statement and further consent to all references to us, if any, in the Registration Statement, the prospectuses constituting a part thereof and any amendments thereto. We do not thereby admit that we are within the category of persons whose consent is required under Section 7 of the Securities Act or the rules and regulations of the Commission thereunder. This opinion is intended solely for use in connection with issuance and sale of the Shares subject to the Registration Statement and is not to be relied upon for any other purpose. In providing this letter, we are opining only as to the specific legal issues expressly set forth above, and no opinion shall be inferred as to any other matter or matters. This opinion is rendered on, and speaks only as of, the date of this letter first written above, and does not address any potential change in facts or law that may occur after the date of this opinion letter. We assume no obligation to advise you of any fact, circumstance, event or change in the law or the facts that may hereafter be brought to our attention, whether or not such occurrence would affect or modify any of the opinions expressed herein.

Very truly yours,

/s/ Fenwick & West LLP

FENWICK & WEST LLP

EX-23.2

Exhibit 23.2

CONSENT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

We hereby consent to the incorporation by reference in this Registration Statement on Form S-8 of Compass, Inc. of our report dated February 28, 2022 relating to the financial statements and financial statement schedule, which appears in Compass, Inc.’s Annual Report on Form 10-K for the year ended December 31, 2021.

/s/ PricewaterhouseCoopers LLP

New York, New York

February 28, 2022

EX-FILING FEES

EXHIBIT 107

CALCULATION OF FILING FEE TABLES

Form S-8

(Form Type)

Compass, Inc.

(Exact Name of Registrant as Specified in its Charter)

Table 1 – Newly Registered Securities

Security Type	Security Class Title	Fee Calculation Rule	Amount Registered(1)		Proposed Maximum Offering Price Per Unit		Maximum Aggregate Offering Price		Fee Rate		Amount of Registration Fee
Equity	Class A Common stock, par value $0.00001 per share	Rule 457(c) and Rule 457(h)		20,457,795(2)	$	7.85 (3)	$	160,491,402	$	0.0000927	$	14,878
Equity	Class A Common stock, par value $0.00001 per share	Rule 457(c) and Rule 457(h)		3,918,007(4)	$	6.67 (5)	$	26,133,107	$	0.0000927	$	2,423
Total Offering Amounts											$	17,301
Total Fee Offsets												—
Net Fee Due											$	17,301

(1) Pursuant to Rule 416(a) under the Securities Act of 1933, as amended (the “Securities Act”), this Registration Statement shall also cover any additional shares of the Registrant’s Class A common stock, par value $0.00001 per share (“Class A Shares”) that becomes issuable in respect of the securities identified in the above table by reason of any stock dividend, stock split, recapitalization or other similar transaction effected without the receipt of consideration that increases the number of the Registrant’s outstanding shares of Class A Shares.

(2) Represents additional shares of Class A Shares reserved for issuance under the Registrant’s 2021 Equity Incentive Plan (the “2021 EIP”).

(3) Estimated in accordance with Rule 457(c) and (h) under the Securities Act solely for the purpose of calculating the registration fee on the basis of $7.85, the average of the high and low prices of the Registrant’s Class A Shares as reported on The New York Stock Exchange on February 22, 2022.

(4) Represents additional shares of Class A Shares reserved for issuance under the Registrant’s 2021 Employee Stock Purchase Plan (the “2021 ESPP”).

(5) Estimated in accordance with Rule 457(c) and (h) under the Securities Act solely for the purpose of calculating the registration fee on the basis of $6.67, the average of the high and low prices of the Registrant’s Class A Shares as reported on The New York Stock Exchange on February 22, 2022, multiplied by 85%, which is the percentage of the trading price per share applicable to purchasers under the 2021 ESPP.