United States securities and exchange commission logo
April 28, 2023
Kenneth Mantel
Partner
Olshan Frome Wolosky LLP
1325 Avenue of the Americas
New York, NY 10019
Re: Mind Medicine
(MindMed) Inc.
Preliminary Proxy
Statement filed by FCM MM Holdings, LLC et al.
Filed April 20,
2023
File No. 001-40360
Dear Kenneth Mantel:
We have reviewed your filing and have the following comments. In
some of our
comments, we may ask you to provide us with information so we may better
understand your
disclosure.
Please respond to these comments by providing the requested
information or advise us as
soon as possible when you will respond. If you do not believe our
comments apply to your facts
and circumstances, please tell us why in your response.
After reviewing your response to these comments, we may have
additional comments.
All terms have the same meaning as in your materials.
Preliminary Proxy Statement filed on April 20, 2023
General
1. We note the press
release issued August 11, 2022, available at mindmed.zone, that states
"FCM is managed by Dr.
Scott Freeman and represents an investment of 5.6% of
MindMed's shares
outstanding." See also the September 28, 2022 press release. A
Schedule 13D does not
appear to have been filed by FCM. Rule 13d-1(a) of Regulation
13D-G requires the
filing of a Schedule 13D within 10 days after the acquisition of more
than five percent of a
class of equity securities specified in Rule 13d-1(i). Please advise
us as to how FCM
complied with the requirements of Rule 13d-1(a).
Cover Page
2. We note the disclosure
here and elsewhere that the "latest dated proxy is the only one that
will be counted."
Please clarify that the proxy must be received by the cut-off time and
Kenneth Mantel
FirstName LastNameKenneth
Olshan Frome Wolosky LLP Mantel
Comapany
April NameOlshan Frome Wolosky LLP
28, 2023
April 228, 2023 Page 2
Page
FirstName LastName
date for revoking proxies as disclosed in the Company's proxy
statement.
Reasons for the Solicitation, page 11
3. Please explain the specific actions your nominees will take if elected
to the board.
Specifically, describe the actions to be taken to "Put MindMed on a
Path Forward to
Succeed in Clinical Trials and Unleash Significant Value Creation" and
to "[hold]
management accountable in efficiently and safely bringing new drugs to
market and
creating durable value for shareholders."
Voting and Proxy Procedures, page 26
4. We note that a shareholder can appoint a person to act on their behalf
by striking out the
name on the BLUE card and "inserting the name of the person to be
appointed as
proxyholder in the blank box provided on the BLUE" card. Please revise
or clarify, as
there does not appear to be a blank box on the card.
Votes Required for Approval, page 28
5. Please revise the disclosure regarding the effect of abstentions on
the Ratification of
Independent Registered Public Accounting Firm, as page 11 of the
Company's Proxy
Statement notes that abstentions will have no effect.
Additional Participant Information, page 30
6. Please disclose the status of Savant Holdings's and Savant Addiction's
liquidation and any
entitlement that the Savant Parties have to the Company shares held by
Savant Holdings.
Additionally, please disclose further details surrounding the dispute
between Dr. Freeman
and Savant Holdings regarding the "up to five million common shares,"
and whether any
of the Savant Parties are also entitled to such shares.
7. We note that FCM Holdings entered into a Proxy Coordination Agreement
with William
Boulanger, Barry Freeman, Gemma Freeman, Stephen Kuehne, Christina
Landaw, Mr.
Terrence Boardman & Mrs. Margaret Boardman JT TEN, the John
Scharffenberger Trust
dated August 30, 2011, Revocable Trust Mendocino County CA and the
Robert Lee
Douglas Revocable Trust, in which each party granted FCM Holdings sole
authority to
vote or dispose of all common shares held or subsequently acquired.
Please explain why
these parties have not been included as participants in this
solicitation. See Instruction 3
to Item 4 of Schedule 14A.
8. We note the disclosure on page 31 regarding the call option contracts
sold by Dr. Freeman
and Mr. Freeman. Please disclose the counterparties to such contracts
and additional detail
regarding them. See Item 5(b)(1)(viii) of Schedule 14A.
We remind you that the filing persons are responsible for the accuracy
and adequacy of
their disclosures, notwithstanding any review, comments, action or absence of
action by the staff.
Kenneth Mantel
Olshan Frome Wolosky LLP
April 28, 2023
Page 3
Please direct any questions to Michael Killoy at (202) 551-7576 or David
Plattner at
(202) 551-8094.
FirstName LastNameKenneth Mantel Sincerely,
Comapany NameOlshan Frome Wolosky LLP
Division of
Corporation Finance
April 28, 2023 Page 3 Office of Mergers &
Acquisitions
FirstName LastName