ATAI Life Sciences NV美股招股说明书(2025-02-13版)

26,190,477 Common Shares We are offering 26,190,477 common shares, nominal value €0.10 per share, at a purchase price of $2.10 pershare. Our common shares are listed on the Nasdaq Global Market under the symbol “ATAI.” On February 12,2025, the last reported sale price of our common shares on the Nasdaq Global Market was $2.55 USD per share. We are an emerging growth company as that term is used in the Jumpstart Our Business Startups Act of 2012and a smaller reporting company as defined under Rule 405 of the Securities Act of 1933, as amended, or theSecurities Act, and, as such, are subject to certain reduced public company reporting requirements. INVESTING IN OUR SECURITIES INVOLVES RISKS. SEE THE “RISK FACTORS” BEGINNINGON PAGE S-11 OF THIS PROSPECTUS SUPPLEMENT AND IN THE DOCUMENTS INCORPORATEDBY REFERENCE IN THIS PROSPECTUS SUPPLEMENT CONCERNING FACTORS YOU SHOULDCONSIDER BEFORE INVESTING IN OUR COMMON SHARES. Neither the Securities and Exchange Commission nor any state securities commission has approved ordisapproved of these securities or passed upon the adequacy or accuracy of this prospectus supplement or theaccompanying prospectus. Any representation to the contrary is a criminal offense. The underwriter may also exercise its option to purchase up to an additional 3,928,571 common shares from us,at the public offering price, less the underwriting discount, for 30 days after the date of this prospectus supplement. The underwriter expects to deliver the common shares to purchasers on or about February 14, 2025. Berenberg TABLE OF CONTENTS TABLE OF CONTENTS PageABOUT THIS PROSPECTUS SUPPLEMENTS-1TRADEMARKSS-3WHERE YOU CAN FIND MORE INFORMATION; INCORPORATION BY REFERENCES-4PROSPECTUS SUPPLEMENT SUMMARYS-6THE OFFERINGS-10RISK FACTORSS-11CAUTIONARY NOTE REGARDING FORWARD-LOOKING STATEMENTSS-13USE OF PROCEEDSS-14DIVIDEND POLICYS-14DILUTIONS-15MATERIAL TAX CONSIDERATIONSS-16UNDERWRITINGS-34LEGAL MATTERSS-42EXPERTSS-42 TABLE OF CONTENTS ABOUT THIS PROSPECTUS1TRADEMARKS2WHERE YOU CAN FIND MORE INFORMATION; INCORPORATION BY REFERENCE3THE COMPANY5RISK FACTORS6USE OF PROCEEDS7DESCRIPTION OF SHARE CAPITAL AND ARTICLES OF ASSOCIATION8DESCRIPTION OF DEBT SECURITIES15DESCRIPTION OF WARRANTS22DESCRIPTION OF UNITS23GLOBAL SECURITIES24PLAN OF DISTRIBUTION28LEGAL MATTERS30EXPERTS30 TABLE OF CONTENTS ABOUT THIS PROSPECTUS SUPPLEMENT This prospectus supplement is part of a registration statement that we have filed with the Securities andExchange Commission, or SEC, utilizing a “shelf” registration process, and relates to the offering of our commonshares. Before buying any of the common shares that we are offering, we urge you to carefully read this prospectussupplement, the accompanying prospectus and all of the information incorporated by reference herein and therein, aswell as the additional information described under the heading “Where You Can Find More Information;Incorporation by Reference.” These documents contain important information that you should consider whenmaking your investment decision. We provide information to you about this offering of our common shares in two separate documents that arebound together: (1) this prospectus supplement, which describes the specific details regarding this offering and alsoadds to and updates information contained in the documents incorporated by reference into this prospectussupplement; and (2) the accompanying prospectus, which provides general information, some of which may notapply to this offering. Generally, when we refer to this “prospectus,” we are referring to both documents combined.If information in this prospectus supplement is inconsistent with the accompanying prospectus, you should rely onthis prospectus supplement. To the extent there is a conflict between the information contained in this prospectussupplement, on the one hand, and the information contained in any document incorporated by reference in thisprospectus supplement, on the other hand, you should rely on the information in this prospectus supplement. If anystatement in one of these documents is inconsistent with a statement in another document having a later date—forexample, a document incorporated by reference in this prospectus supplement—the statement in the documenthaving the later date modifies or supersedes the earlier statement. You should rely only on the information contained in or incorporated by reference in this prospectussupplement, the accompanying prospectus and any free writing prospectus that we may authorize for use inconnection with this offering. We have not, and Berenberg Capital Markets LLC (“Berenberg”) has not, authorizedanyone to provide you with different information. If anyone provides you with different or inconsistent information,you should not rely on it. We are not, and Berenberg is not, making an offer to sell these securities in anyjurisdiction where the offer or sale is not permitted or in which the person making that offer or solicitation is not