EX-FILING FEES 2 posasr-exhibit107.htm EX-FILING FEES Document
Exhibit 107
Calculation of Filing Fee Tables
Form S-3
(Form Type)

COMPASS Pathways plc 
(Exact Name of Registrant as Specified in its Charter)
Table 1: Newly Registered and Carry Forward Securities
Security
Type
Security
Class
Title
Fee
Calculation
or Carry
Forward
Rule
Amount
Registered(3)
Proposed
Maximum
Offering
Price Per
Unit(4)
Maximum
Aggregate
Offering
Price
Fee
Rate
Amount of
Registration
Fee
Carry
Forward
Form
Type
Carry
Forward
File
Number
Carry
Forward
Initial
effective
date
Filing Fee
Previously
Paid In
Connection
with Unsold
Securities to be Carried
Forward
Newly Registered Securities
Fees to Be
Paid
Equity(1)Ordinary Shares, nominal value £0.008 per share457(r)$ —$ —$ —$ —
Fees to Be
Paid
Equity(1)American Depositary Shares representing Ordinary Shares, nominal value £0.008 per share457(r)
Fees to Be
Paid
Debt(1)Debt Securities457(r)
Fees to Be
Paid
Other(1)Warrants457(r)
Fees to Be
Paid
Other(1)Units457(r)
Fees to Be
Paid
Unallocated
(Universal) Shelf(1)
457(o)$250,000,0000.0000927$23,175
Fees to Be
Paid
Equity(1)(5)American Depositary Shares representing Ordinary Shares, nominal value £0.008 per share457(o)$150,000,0000.0000927$13,905



Fees to Be
Paid
Equity(2)Ordinary Shares, nominal value £0.008 per share or American Depositary Shares representing Ordinary Shares457(c)18,656,743(6)$242,164,524.140.0000927$22,448.65
Fees to Be
Paid
Total Registration Fee:$59,528.65
Carry Forward Securities
Carry
Forward
Securities
EquityAmerican Depositary Shares representing Ordinary Shares, nominal value £0.008 per share457(b)$150,000,000 (5)N/A$150,000,000424(b)(5)
333-260145
October 8, 2021$13,905
Total Offering Amounts$59,528.65
Total Fees Previously Paid
Total Fee Offsets$13,905
Net Fee Due$45,623.65
(1)The amount to be registered consists of up to $400,000,000 of an indeterminate amount of ordinary shares, American Depositary Shares representing ordinary shares, debt securities, warrants and/or units that may be offered and sold from time to time in one or more offerings.
(2)Represents 18,656,743 ordinary shares or American Depositary Shares representing ordinary shares that may be offered and sold from time to time in one or more offerings by the selling security holders.
(3)Such indeterminate number or amount of ordinary shares, American Depositary Shares representing ordinary shares, debt securities, warrants and/or units to purchase any combination of the foregoing securities, as may from time to time be issued at indeterminate prices, and units composed of one or more of the foregoing securities, with an aggregate initial offering price not to exceed $400,000,000. Securities registered hereunder may be sold separately or together in any combination with other securities registered hereunder. The securities registered hereunder also include such indeterminate number of ordinary shares or American Depositary Shares representing ordinary shares and amount of debt securities as may be issued upon conversion of or exchange for securities that provide for conversion or exchange, upon exercise of securities or pursuant to the antidilution provisions of any other securities.
(4)The proposed maximum offering price per security will be determined from time to time by the registrant in connection with the issuance by the registrant of the securities registered hereunder and is not specified as to each class of security pursuant to General Instruction II.D. of Form S-3 under the Securities Act.
(5)The registrant previously paid a fee of $13,905 related to $150,000,000 of the registrant’s American Depositary Shares that may be issued and sold under a certain sales agreement with Cowen and Company, LLC pursuant to a prospectus supplement filed by the registrant on October 8, 2021. Of such American Depositary Shares, $150,000,000 remain unsold, and the registration fee in the amount of $13,905 related thereto is applied to the registrant’s total registration fee. Accordingly, the registrant is paying the registration fee due less the $13,905 that was previously paid.
(6)Estimated solely for purposes of calculating the registration fee according to Rule 457(c) under the Securities Act of 1933 based on $12.98 which is the average of the high and low prices of the Registrant’s American Depositary Shares quoted on Nasdaq on February 22, 2022, which date is within five business days prior to filing.





Table 2: Fee Offset Claims and Sources
Registrant
or Filer
Name
Form
or
Filing
Type
File
Number
Initial
Filing
Date
Filing
Date
Fee Offset
Claimed
Security
Type
Associated
with Fee
Offset
Claimed
Security
Title
Associated
with Fee
Offset
Claimed
Unsold
Securities
Associated
with Fee
Offset
Claimed
Unsold
Aggregate
Offering
Amount
Associated
with Fee
Offset
Claimed
Fee Paid
with Fee
Offset
Source
Rule 457(b) and 0-11(a)(2)
Fee Offset
Claims
Fee Offset
Sources
COMPASS Pathways plcF-3ASR
333-260145
October 8, 2021October 8, 2021$13,905EquityAmerican Depositary Shares representing Ordinary Shares, nominal value £0.008 per shareN/A$150,000,000$13,905
Rule 457(p)
Fee Offset
Claims