AtaiBeckley Inc 2025年度报告

(Mark One) ☒ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the fiscal year ended December 31, 2025 OR Indicate by check mark if the Registrant is a well-known seasoned issuer, as defined in Rule 405 of the Securities Act. YES☒NO☐Indicate by check mark if theRegistrant is not required to file reports pursuant to Section 13 or Section 15(d) of the Act. YES☐NO☒ Indicate by check mark whether the Registrant: (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the Registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 Indicate by check mark whether the Registrant has submitted electronically every Interactive Data File required to be submitted pursuant to Rule 405 of Regulation S-T(§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the Registrant was required to submit such files). YES☒NO☐ Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company, or an emerging growthcompany. See the definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company” and “emerging growth company” in Rule 12b-2 of the ExchangeAct. Large accelerated filer☐Non-accelerated filer☒ If an emerging growth company, indicate by check mark if the Registrant has elected not to use the extended transition period for complying with any new or revisedfinancial accounting standards provided pursuant to Section 13(a) of the Exchange Act.☐Indicate by check mark whether the Registrant has filed a report on and attestation to its management’s assessment of the effectiveness of its internal control over financial reporting under Section 404(b) of the Sarbanes-Oxley Act (15 U.S.C. 7262(b)) by the registered public accounting firm that prepared or issued its audit report.☐ If securities are registered pursuant to Section 12(b) of the Act, indicate by check mark whether the financial statements of the Registrant included in the filing reflect thecorrection of an error to previously issued financial statements.☐Indicate by check mark whether any of those error corrections are restatements that required a recovery analysis of incentive-based compensation received by any of the registrant’s executive officers during the relevant recovery period pursuant to §240.10D-1(b).☐ Indicate by check mark whether the Registrant is a shell company (as defined in Rule 12b-2 of the Act). YES☐NO☒ The aggregate market value of the voting and non-voting common equity held by non-affiliates of the Registrant, as of June 30, 2025, the last business day of theRegistrant's most recently completed second fiscal quarter, was approximately $361.3 million. Solely for purposes of this disclosure, shares of common stock held byexecutive officers, directors and certain shareholders of the Registrant as of such date have been excluded because such holders may be deemed to be affiliates. As of February 27, 2026, the Registrant had 364,745,985 shares of common stock, par value $0.01 per share, outstanding. ATAI BECKLEY INC. FORM 10-K Table of Contents PART I Item 1.Business4Item 1A.Risk Factors27Item 1B.Item 1C.Unresolved Staff CommentsCybersecurity7878Item 2.Properties80Item 3.Legal Proceedings81Item 4.Mine Safety Disclosures82 PART II Item 5.Market for Registrant’s Common Equity, Related Stockholder Matters and Issuer Purchases of Equity Securities83Item 6.[Reserved]84Item 7.Management’s Discussion and Analysis of Financial Condition and Results of Operations85Item 7A.Quantitative and Qualitative Disclosures About Market Risk100Item 8.Financial Statements and Supplementary Data102Item 9.Changes in and Disagreements With Accountants on Accounting and Financial Disclosure174Item 9A.Controls and Procedures174Item 9B.Other Information174Item 9C.Disclosure Regarding Foreign Jurisdictions that Prevent Inspections175 PART III Item 10.Directors, Executive Officers and Corporate Governance176Item 11.Executive Compensation176Item 12.Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters176Item 13.Certain Relationships and Related Transactions, and Director Independence176Item 14.Principal Accountant Fees and Services177 PART IV Item 15.Exhibits and Financial Statement Schedules178Item 16.Form 10-K Summary183 CAUTIONARY NOTE REGARDING FORWARD-LOOKING STATEMENTS This Annual Report on Form 10-K for the fiscal year ended December 31, 2025 (the “Form 10-K”) contains forward-looking statementswithin the meaning of the Private Securities Litigation Reform Act of 1995. We intend such forward-looking statements to be covered bythe safe harbor provisions for forward-looking statements contained in Section 27A of the Securities Act of 1933, as amended (the“Securit