ATAI Life Sciences NV美股招股说明书(2025-10-17版)

We are offering 23,725,000 of our common shares, nominal value €0.10 per share (“common shares”), at apurchase price of $5.48 per share. Our common shares are listed on the Nasdaq Global Market under the symbol“ATAI.” On October 16, 2025, the last reported sale price of our common shares on the Nasdaq Global Marketwas $5.48 per share. We are an emerging growth company as that term is used in the Jumpstart Our Business Startups Act of2012, as amended, or the JOBS Act, and a smaller reporting company as defined under Rule 405 of the SecuritiesAct of 1933, as amended, or the Securities Act, and, as such, are subject to certain reduced public companyreporting requirements. INVESTINGIN OUR SECURITIES INVOLVES RISKS.SEE THE“RISK FACTORS”BEGINNING ON PAGE S-11OF THIS PROSPECTUS SUPPLEMENT AND IN THE DOCUMENTSINCORPORATEDBY REFERENCE IN THIS PROSPECTUS SUPPLEMENT CONCERNINGFACTORS YOU SHOULD CONSIDER 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 orthe accompanying prospectus. Any representation to the contrary is a criminal offense. Offering priceUnderwriting discounts and commissions(1)Proceeds, before expenses, to us (1)See the section titled “Underwriting” for a description of the compensation payable to the underwriters. The underwriters may also exercise their option to purchase up to an additional 3,558,750 common sharesfrom us, at the public offering price, less the underwriting discount, for 30 days after the date of this prospectussupplement. The underwriters expect to deliver the common shares to purchasers on or about October 20, 2025. Canaccord Genuity The date of this prospectus supplement is October 16, 2025. TABLE OF CONTENTS ABOUT THIS PROSPECTUS SUPPLEMENTS-1TRADEMARKSS-2WHERE YOU CAN FIND MORE INFORMATION; INCORPORATION BY REFERENCES-3PROSPECTUS SUPPLEMENT SUMMARYS-5THE OFFERINGS-9RISK FACTORSS-11CAUTIONARY NOTE REGARDING FORWARD-LOOKING STATEMENTSS-13USE OF PROCEEDSS-15DIVIDEND POLICYS-16DILUTIONS-17MATERIAL TAX CONSIDERATIONSS-19UNDERWRITINGS-29LEGAL MATTERSS-39EXPERTSS-39 TABLE OF CONTENTS ABOUT THIS PROSPECTUS1CAUTIONARY NOTE REGARDING FORWARD-LOOKING STATEMENTS2TRADEMARKS4WHERE YOU CAN FIND MORE INFORMATION; INCORPORATION BY REFERENCE5THE COMPANY7RISK FACTORS8USE OF PROCEEDS9DESCRIPTION OF SHARE CAPITAL AND ARTICLES OF ASSOCIATION10DESCRIPTION OF DEBT SECURITIES16DESCRIPTION OF WARRANTS23DESCRIPTION OF UNITS24GLOBAL SECURITIES25SELLING SECURITYHOLDERS28PLAN OF DISTRIBUTION30LEGAL MATTERS33EXPERTS33 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, which became automatically effective upon filing, utilizing a “shelf” registrationprocess, and relates to the offering of our common shares. Before buying any of the common shares that we areoffering, we urge you to carefully read this prospectus supplement, the accompanying prospectus and all of theinformation incorporated by reference herein and therein, as well as the additional information described under theheading “Where You Can Find More Information; Incorporation by Reference.” These documents contain importantinformation that you should consider when making 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 the underwrite