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    Amendment: SEC Form SC 13G/A filed by Compass Inc.

    11/12/24 4:30:31 PM ET
    $COMP
    EDP Services
    Technology
    Get the next $COMP alert in real time by email
    SC 13G/A 1 formsc13ga.htm

     

     

     

    UNITED STATES

    Securities and Exchange Commission

    Washington, D.C. 20549

     

    Schedule 13G

     

    (Rule 13d-102)

     

    Information to be Included in Statements Filed Pursuant

    to § 240.13d-1(b), (c) and (d) and Amendments Thereto Filed

    Pursuant to § 240.13d-2

     

    UNDER THE SECURITIES EXCHANGE ACT OF 1934

     

    (Amendment No. 2)*

     

    Compass, Inc.

    (Name of Issuer)

     

    Class A Common Stock

    (Title of Class of Securities)

     

    20464U100

    (CUSIP Number)

     

    September 30, 2024

    (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)

     

    * The remainder of this cover page shall be filled out for a reporting person’s initial filing on this form with respect to the subject class of securities, and for any subsequent amendment containing information which would alter the disclosures provided in a prior cover page.

     

    The information required in the remainder of this cover page shall not be deemed to be “filed” for the purpose of Section 18 of the Securities Exchange Act of 1934 (“Act”) or otherwise subject to the liabilities of that section of the Act but shall be subject to all other provisions of the Act (however, see the Notes).

     

     

     

     
     

     

    CUSIP No. 20464U100 Schedule 13G Page 2 of 9

     

    1 Names of Reporting Persons

    SB Investment Advisers (UK) Limited
    2

    Check the Appropriate Box if a Member of a Group

    (a) ☐
    (b) ☐

    3

    SEC Use Only

     

     

    4 Citizenship or Place of Organization

    England and Wales

    Number of Shares

    Beneficially Owned

    by Each Reporting

    Person With

    5

    Sole Voting Power

    0

    6

    Shared Voting Power

    68,070,273

    7

    Sole Dispositive Power

    0

    8

    Shared Dispositive Power

     

    68,070,273

    9 Aggregate Amount Beneficially Owned by Each Reporting Person

    68,070,273
    10 Check if the Aggregate Amount in Row (9) Excludes Certain Shares

    Not Applicable
    11 Percent of Class Represented by Amount in Row 9

    13.5%
    12 Type of Reporting Person

    CO

     

     
     

     

    CUSIP No. 20464U100 Schedule 13G Page 3 of 9

     

    1 Names of Reporting Persons

    SoftBank Vision Fund (AIV M1) L.P.
    2

    Check the Appropriate Box if a Member of a Group

    (a) ☐
    (b) ☐

    3

    SEC Use Only

     

     

    4 Citizenship or Place of Organization

    Delaware

    Number of Shares

    Beneficially Owned

    by Each Reporting

    Person With

    5

    Sole Voting Power

    0

    6

    Shared Voting Power

    68,070,273

    7

    Sole Dispositive Power

    0

    8

    Shared Dispositive Power

     

    68,070,273

    9 Aggregate Amount Beneficially Owned by Each Reporting Person

    68,070,273
    10 Check if the Aggregate Amount in Row (9) Excludes Certain Shares

    Not Applicable
    11 Percent of Class Represented by Amount in Row 9

    13.5%
    12 Type of Reporting Person

    PN

     

     
     

     

    CUSIP No. 20464U100 Schedule 13G Page 4 of 9

     

    1 Names of Reporting Persons

    SVF Endurance (Cayman) Limited
    2

    Check the Appropriate Box if a Member of a Group

    (a) ☐
    (b) ☐

    3

    SEC Use Only

     

     

    4 Citizenship or Place of Organization

    Cayman Islands

    Number of Shares Beneficially Owned

    by Each Reporting Person With

    5

    Sole Voting Power

    0

    6

    Shared Voting Power

    68,070,273

    7

    Sole Dispositive Power

    0

    8

    Shared Dispositive Power

     

    68,070,273

    9 Aggregate Amount Beneficially Owned by Each Reporting Person

    68,070,273
    10 Check if the Aggregate Amount in Row (9) Excludes Certain Shares

    Not Applicable
    11 Percent of Class Represented by Amount in Row 9

    13.5%
    12 Type of Reporting Person

    CO

     

     
     

     

    CUSIP No. 20464U100 Schedule 13G Page 5 of 9

     

    1 Names of Reporting Persons

    SVF Excalibur (Cayman) Limited
    2

    Check the Appropriate Box if a Member of a Group

    (a) ☐
    (b) ☐

    3

    SEC Use Only

     

     

    4 Citizenship or Place of Organization

    Cayman Islands

    Number of Shares Beneficially Owned

    by Each Reporting Person With

    5

    Sole Voting Power

    0

    6

    Shared Voting Power

    68,070,273

    7

    Sole Dispositive Power

    0

    8

    Shared Dispositive Power

     

    68,070,273

    9 Aggregate Amount Beneficially Owned by Each Reporting Person

    68,070,273
    10 Check if the Aggregate Amount in Row (9) Excludes Certain Shares

    Not Applicable
    11 Percent of Class Represented by Amount in Row 9

    13.5%
    12 Type of Reporting Person

    CO

     

     
     

     

    CUSIP No. 20464U100 Schedule 13G Page 6 of 9

     

    ITEM 1. (a) Name of Issuer:

     

    Compass, Inc. (the “Issuer”).

     

      (b) Address of Issuer’s Principal Executive Offices:

     

    110 Fifth Avenue, 4th Floor, New York, New York 10011

     

    ITEM 2. (a) Name of Person Filing:

     

    Each of the following is hereinafter individually referred to as a “Reporting Person” and collectively as the “Reporting Persons.” This statement is filed on behalf of:

     

    SB Investment Advisers (UK) Limited (“SBIA UK”)

    SoftBank Vision Fund (AIV M1) L.P. (“AIV M1”)

    SVF Endurance (Cayman) Limited

    SVF Excalibur (Cayman) Limited

     

      (b) Address or Principal Business Office:

     

    The principal business address for SBIA UK is 69 Grosvenor Street, London, W1K 3JP, United Kingdom. The principal business address for AIV M1 is 251 Little Falls Drive, Wilmington, Delaware 19808. The principal business address for each of SVF Excalibur (Cayman) Limited and SVF Endurance (Cayman) Limited is c/o Walkers Corporate Limited, 190 Elgin Avenue, George Town, Grand Cayman, KY1-9008, Cayman Islands.

     

      (c) Citizenship of each Reporting Person is:

     

    SBIA UK is organized under the laws of England and Wales. AIV M1 is organized under the laws of the State of Delaware. Each of SVF Excalibur (Cayman) Limited and SVF Endurance (Cayman) Limited is organized under the laws of the Cayman Islands.

     

      (d) Title of Class of Securities:

     

    Class A Common Stock, $0.00001 par value per share (“Class A Common Stock”).

     

      (e) CUSIP Number:

     

    20464U100

     

    ITEM 3.  
       
      Not applicable.

     

     
     

     

    CUSIP No. 20464U100 Schedule 13G Page 7 of 9

     

    ITEM 4. Ownership.
       
      (a-c)

     

    The ownership information presented below represents beneficial ownership of Class A Common Stock of the Issuer as of September 30, 2024, based upon 510,307,191 shares of Class A Common Stock outstanding as of October 28, 2024, based on the Issuer’s Quarterly Report on Form 10-Q filed with the Securities and Exchange Commission on November 1,2024.

     

    Reporting Person 

    Amount

    beneficially

    owned

      

    Percent

    of class:

       Sole power to vote or to direct the vote:   Shared power to vote or to direct the vote:  

    Sole power to
    dispose or to
    direct the
    disposition of:

      

    Shared

    power to

    dispose or

    to direct the

    disposition of:

     
    SB Investment Advisers (UK) Limited    68,070,273      13.5 %   0     68,070,273     0     68,070,273  
    SoftBank Vision Fund (AIV M1) L.P.    68,070,273      13.5 %   0     68,070,273     0     68,070,273  
    SVF Endurance (Cayman) Limited    68,070,273      13.5 %   0     68,070,273     0     68,070,273  
    SVF Excalibur (Cayman) Limited    68,070,273      13.5 %   0     68,070,273     0     68,070,273  

     

    SVF Excalibur (Cayman) Limited is the record holder of the securities reported herein. SVF Excalibur (Cayman) Limited is a wholly owned subsidiary of SVF Endurance (Cayman) Limited, which is a wholly owned subsidiary of AIV M1.

     

    SBIA UK has been appointed as alternative investment fund manager (“AIFM”) of AIV M1. SBIA UK is authorized and regulated by the UK Financial Conduct Authority and is exclusively responsible for making all decisions related to the acquisition, structuring, financing and disposal of AIV M1’s investments. As a result of these relationships, each of the Reporting Persons may be deemed to share beneficial ownership of the securities reported herein.

     

    ITEM 5. Ownership of Five Percent or Less of a Class.
       
      Not applicable.
       
    ITEM 6. Ownership of More than Five 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.
       
      Not applicable.
       
    ITEM 8. Identification and Classification of Members of the Group.
       
      Not applicable.
       
    ITEM 9. Notice of Dissolution of Group.
       
      Not applicable.
       
    ITEM 10. Certification.
       
      Not applicable.

     

     
     

     

    CUSIP No. 20464U100 Schedule 13G Page 8 of 9

     

    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.

     

    Date: November 12, 2024

     

      SB Investment Advisers (UK) Limited
         
      By: /s/ Amanda Sanchez-Barry
      Name: Amanda Sanchez-Barry
      Title: General Counsel
         
      SoftBank Vision Fund (AIV M1) L.P.
       
      By: SB Investment Advisers (UK) Limited, its manager
         
      By: /s/ Amanda Sanchez-Barry
      Name: Amanda Sanchez-Barry
      Title: General Counsel
         
     

    SVF Endurance (Cayman) Limited

         
      By:

    /s/ Karen Ellerbe

      Name:

    Karen Ellerbe

      Title:

    Director

         
      SVF Excalibur (Cayman) Limited
         
      By:

    /s/ Karen Ellerbe

      Name:

    Karen Ellerbe

      Title:

    Director

     

     
     

     

    CUSIP No. 20464U100 Schedule 13G Page 9 of 9

     

    LIST OF EXHIBITS

     

    Exhibit No.   Description
    99   Joint Filing Agreement (previously filed).

     

     

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