S-8

As filed with the Securities and Exchange Commission on March 1, 2023

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

(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

(Name and address of agent for service)

(212) 913-9058

(Telephone number, including area code, of agent for service)

Copies to:

Amy Seidel Faegre Drinker Biddle & Reath LLP 2200 Wells Fargo Center 90 S. Seventh Street Minneapolis, Minnesota 55402 (612) 766-7000 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

This Registration Statement on Form S-8 (“Registration Statement”) is being filed with the Securities and Exchange Commission (the “Commission”) to register (a) 21,906,200 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) 4,198,688 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 Statements on Form S-8 filed with the Commission on April 1, 2021 (Registration No. 333-254976) and March 1, 2022 (Registration No. 333-263115), to the extent not superseded hereby.

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	2021 Equity Incentive Plan and forms of award agreements thereunder.		S-1/A		333-253744		10.3		3/23/2021
4.4	2021 Employee Stock Purchase Plan.		S-1/A		333-253744		10.4		3/23/2021
5.1	Opinion of Faegre Drinker Biddle & Reath LLP.									X
23.1	Consent of Faegre Drinker Biddle & Reath LLP (included in Exhibit 5.1).									X
23.2	Consent of PricewaterhouseCoopers LLP, independent registered public accounting firm.									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 March 1, 2023.

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

SIGNATURES AND POWER OF ATTORNEY

KNOW ALL PERSONS BY THESE PRESENTS, that each person whose signature appears below hereby constitutes and appoints Robert Reffkin, Kalani Reelitz 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.

Name	Title	Date
/s/ Robert Reffkin	Chairman of the Board of Directors and Chief Executive Officer	March 1, 2023
Robert Reffkin	(Principal Executive Officer)
/s/ Kalani Reelitz	Chief Financial Officer	March 1, 2023
Kalani Reelitz	(Principal Financial Officer)
/s/ Scott Wahlers	Chief Accounting Officer	March 1, 2023
Scott Wahlers	(Principal Accounting Officer)
/s/ Jeffrey Housenbold	Director	March 1, 2023
Jeffrey Housenbold
/s/ Allan Leinwand	Director	March 1, 2023
Allan Leinwand
/s/ Frank Martell	Director	March 1, 2023
Frank Martell
/s/ Josh McCarter	Director	March 1, 2023
Josh McCarter
/s/ Charles Phillips	Director	March 1, 2023
Charles Phillips
/s/ Steven Sordello	Director	March 1, 2023
Steven Sordello
/s/ Pamela Thomas-Graham	Director	March 1, 2023
Pamela Thomas-Graham
/s/ Dawanna Williams	Director	March 1, 2023
Dawanna Williams

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	457(c) and 457(h)	21,906,200(2)	$3.52(4)	$77,109,824.00	0.00011020	$8,497.50
Equity	Class A common stock, par value $0.00001 per share	457(c) and 457(h)	4,198,688(3)	$2.99(5)	$12,554,077.12	0.00011020	$1,383.46
Total Offering Amounts					$89,663,901.12		$9,880.96
Total Fee Offsets							$0
Net Fee Due							$9,880.96

(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 Class A common stock, par value $0.00001 per share (“Class A Shares”) that become issuable under 2021 Equity Incentive Plan (the “2021 Plan”) and the 2021 Employee Stock Purchase Plan (the “2021 ESPP”) by reason of any stock split, stock dividend or other similar transaction effected without the receipt of consideration which results in an increase in the number of Class A Shares.

(2)    Represents additional Class A Shares that became issuable under the 2021 Plan as of January 1, 2023, by operation of an automatic annual increase provision therein.

(3)    Represents additional Class A Shares that became issuable under the 2021 ESPP as of January 1, 2023, by reason of an automatic annual increase provision therein.

(4)    Estimated solely for the purpose of calculating the registration fee in accordance with Rule 457(c) and Rule 457(h) of the Securities Act. The proposed maximum offering price per share is calculated on the basis of $3.52, the average of the high and low price of the Class A Shares on February 24, 2023, as reported on the New York Stock Exchange, which is within five business days prior to filing this Registration Statement.

(5)    Estimated solely for the purpose of calculating the registration fee in accordance with Rule 457(c) and Rule 457(h) of the Securities Act. The proposed maximum offering price per share is calculated on the basis of $3.52, the average of the high and low price of the Class A Shares on February 24, 2023 as reported on the New York Stock Exchange, which is within five business days prior to filing this Registration Statement, multiplied by 85%, which is the percentage of the trading price per share applicable to purchasers under the 2021 ESPP.

EX-5.1

Exhibit 5.1

March 1, 2023

Compass, Inc.

90 Fifth Avenue, 3rd Floor

New York, New York 10011 

Re: Registration Statement on Form S-8

Ladies and Gentlemen:

We have acted as counsel to Compass, Inc., a Delaware corporation (the “Company”), in connection with the preparation and filing with the Securities and Exchange Commission (the “Commission”) of the Company’s Registration Statement on Form S-8 (the “Registration Statement”) under the Securities Act of 1933, as amended (the “Act”), relating to the issuance of up to 26,104,888 additional shares the Company’s Class A Common Stock, par value $0.00001 per share (the “Shares”), which may be issued pursuant to the 2021 Equity Incentive Plan and the 2021 Employee Stock Purchase Plan (collectively, the “Plans”).

For purposes of this opinion letter, we have examined the Plans, the Registration Statement, the restated certificate of incorporation, as currently in effect, restated bylaws, as currently in effect, of the Company, the resolutions of the Company’s board of directors authorizing the issuance of the Shares and such corporate and other records, agreements, instruments, certificates of public officials and documents as we have deemed necessary as a basis for the opinions hereinafter expressed and have made such examination of statutes as we have deemed relevant and necessary in connection with the opinions hereinafter expressed. As to facts material to this opinion letter, we have relied upon certificates, statements or representations of public officials, of officers and representatives of the Company and of others, without any independent verification thereof.

In our examination, we have assumed: (i) the legal capacity of all natural persons; (ii) the genuineness of all signatures; (iii) the authenticity of all documents submitted to us as originals; (iv) the conformity to original documents of all documents submitted to us as certified, conformed, photostatic or facsimile copies; (v) the authenticity of the originals of such latter documents; (vi) the truth, accuracy and completeness of the information, representations and warranties contained in the records, documents, instruments, certificates and records we have reviewed; and (vii) the absence of any undisclosed modifications to the agreements and instruments reviewed by us.

Based on and subject to the foregoing and to the other qualifications, assumptions and limitations set forth herein, we are of the opinion that all necessary corporate action on the part of the Company has been taken to authorize the issuance and sale of the Shares to be issued in accordance with the Plans and that, when (a) the Shares have been issued and sold as contemplated in the Registration Statement and related prospectus and in accordance with the Plans, and (b) the consideration for the Shares specified in the Plans has been received by the Company, the Shares will be validly issued, fully paid and nonassessable.

We are admitted to the practice of law in the State of Minnesota.

This opinion speaks only as of the date the Registration Statement becomes effective under the Act, and we assume no obligation to revise or supplement this opinion thereafter. This opinion is limited to the specific issues addressed herein, and no opinion may be inferred or implied beyond that expressly stated herein.

Compass, Inc. Page -2-  March 1, 2023

We hereby consent to the filing of this opinion as an exhibit to the Registration Statement. In giving such consent, we do not thereby admit that we are within the category of persons whose consent is required under Section 7 of the Act or the rules and regulations of the Commission thereunder.

Yours very truly,

FAEGRE DRINKER BIDDLE & REATH LLP
By:	/s/ Amy C. Seidel
	Amy C. Seidel

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 March 1, 2023 relating to the financial statements and financial statement schedule and the effectiveness of internal control over financial reporting, which appears in Compass, Inc.’s Annual Report on Form 10-K for the year ended December 31, 2022. 

/s/ PricewaterhouseCoopers LLP

New York, New York

March 1, 2023