AtaiBeckley ends shelf after Eli Lilly merger

AtaiBeckley Inc. terminates its Form S-3 shelf and deregisters remaining securities after becoming a wholly owned subsidiary of Eli Lilly through a completed merger.

Rhea-AI Filing Summary

AtaiBeckley Inc. (ATAI) filed a post-effective amendment to its Form S-3 registration statement to terminate its effectiveness and deregister all securities that were registered but unsold or unissued under that shelf. This action follows the completion of a merger in which Albali Acquisition Corporation, an indirect wholly owned subsidiary of Eli Lilly and Company, merged with and into AtaiBeckley on September 11, 2026. AtaiBeckley continues as the surviving corporation and is now a wholly owned subsidiary of Eli Lilly, and all offerings under the S-3 have been terminated.

Key Figures

Merger closing date: September 11, 2026 Merger Agreement date: July 15, 2026 Registration Statement number: 333-294124 +1 more

4 metrics

Merger closing date September 11, 2026 Date Albali Acquisition Corporation merged with and into AtaiBeckley Inc.

Merger Agreement date July 15, 2026 Date of the Agreement and Plan of Merger among AtaiBeckley, Eli Lilly, and Albali Acquisition Corporation

Registration Statement number 333-294124 Form S-3 registration statement being terminated and amended

Post-Effective Amendment number Post-Effective Amendment No. 1 Amendment to the Form S-3 filed to deregister unsold securities

Key Terms

Post-Effective Amendment, Registration Statement on Form S-3, Agreement and Plan of Merger, wholly owned subsidiary, +1 more

5 terms

Post-Effective Amendment regulatory

"This Post-Effective Amendment is being filed by AtaiBeckley Inc."

A post-effective amendment is an official update to a securities registration document filed after that document has become effective with regulators; it corrects, adds or replaces information about the securities, the company, or an offering. Investors care because it keeps the legal record current and can change what is being sold or the rights attached to shares — like getting a revised product manual after a launch that may affect value or use.

Registration Statement on Form S-3 regulatory

"under the following Registration Statement on Form S-3"

A registration statement on Form S‑3 is a short, standardized filing a qualified public company uses to register new securities with regulators so they can be sold to investors; think of it as a pre-approved, reusable permission slip that speeds up future offerings. It matters to investors because it lets the company raise money more quickly and cheaply — which can fund growth or pay debt — but may also lead to share dilution or change in ownership, so it affects value and liquidity.

Agreement and Plan of Merger regulatory

"pursuant to an Agreement and Plan of Merger"

An Agreement and Plan of Merger is a formal document where two companies agree to combine into one, outlining how the process will happen. It’s like a step-by-step plan for merging, and it matters because it shows both sides have agreed on the details before the official transition takes place.

wholly owned subsidiary financial

"becoming a wholly owned subsidiary of Parent"

A wholly owned subsidiary is a company whose entire ownership is held by another company (the parent), so the parent controls decisions, operations, and finances. Think of it as a fully controlled branch that runs as its own legal entity but whose results flow straight into the parent’s financial statements; investors watch these structures because they affect consolidated revenue, risk exposure, and how profits, liabilities, and cash flow are allocated across the corporate group.

deregister regulatory

"to deregister any and all securities registered but unsold"

Deregister is the act of removing a company’s securities from a public regulatory registry or ending their listing on a stock exchange; think of it like taking a car off public roads so it no longer needs public inspections. For investors, deregistration matters because it usually reduces required public disclosures, can make shares harder to buy or sell, and increases uncertainty about the company’s finances and governance due to lower transparency and liquidity.

FAQ

AI-generated questions and answers. How Rhea-AI works. Not financial advice.

What does AtaiBeckley Inc. (ATAI) change in this post-effective amendment?

AtaiBeckley Inc. terminates the effectiveness of its Form S-3 registration statement and deregisters all securities that were registered but remain unsold or otherwise unissued under that registration.

Why is AtaiBeckley Inc. (ATAI) deregistering securities from its Form S-3?

AtaiBeckley is deregistering the securities because, following a merger with a subsidiary of Eli Lilly and Company, it has terminated all offerings and sales of securities pursuant to the Form S-3 registration statement.

What merger involving AtaiBeckley Inc. (ATAI) is referenced in this filing?

On September 11, 2026, Albali Acquisition Corporation, an indirect wholly owned subsidiary of Eli Lilly and Company, merged with and into AtaiBeckley Inc., with AtaiBeckley continuing as the surviving corporation.

What is AtaiBeckley Inc.’s status after the merger mentioned in this filing?

After the merger, AtaiBeckley Inc. is the surviving corporation and became a wholly owned subsidiary of Eli Lilly and Company, ending its independent offerings under the Form S-3 registration statement.

Does AtaiBeckley Inc. (ATAI) have any securities remaining registered under the S-3 after this amendment?

No. The amendment states that, after giving effect to this post-effective amendment, there will be no remaining securities registered by AtaiBeckley Inc. pursuant to the affected Form S-3 registration statement.

What agreement governs the merger involving AtaiBeckley Inc. (ATAI) and Eli Lilly?

The merger is governed by an Agreement and Plan of Merger dated July 15, 2026, among AtaiBeckley Inc., Eli Lilly and Company, and Albali Acquisition Corporation, as described and incorporated by reference from a Form 8-K exhibit.

AI-generated analysis. How Rhea-AI works. Not financial advice.

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Available on EDGAR 09/11/2026 - 09:30 AM Accepted by SEC EDGAR 09/11/2026 - 09:29 AM Learn about SEC filing dates

As filed with the Securities and Exchange Commission on September 11, 2026

Registration No. 333-294124

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

POST-EFFECTIVE AMENDMENT NO. 1 TO FORM S-3 REGISTRATION STATEMENT NO. 333-294124

FORM S-3

REGISTRATION STATEMENT

UNDER

THE SECURITIES ACT OF 1933

AtaiBeckley Inc.

(Exact name of registrant as specified in its charter)

Delaware		41-3357923
(State or other jurisdiction of incorporation or organization)		(I.R.S. Employer Identification Number)

Eli Lilly and Company Global Headquarters

Lilly Corporate Center

Indianapolis, Indiana 46285

(317) 276-2000

(Address, including zip code, and telephone number, including area code, of registrant’s principal executive offices)

Jonathan R. Haug

President

AtaiBeckley Inc.

Eli Lilly and Company Global Headquarters

Lilly Corporate Center

Indianapolis, Indiana 46285

(317) 276-2000

(Name, address, including zip code, and telephone number, including area code, of agent for service)

Copy to:

Emily Oldshue

Nicholas Roper

Ropes & Gray LLP

Prudential Tower, 800 Boylston Street

Boston, Massachusetts 02199

(617) 951-7000

Approximate date of commencement of proposed sale to the public: Not applicable.

If the only securities being registered on this Form are being offered pursuant to dividend or interest reinvestment plans, please check the following box:  ☐

If any of the securities being registered on this Form are to be offered on a delayed or continuous basis pursuant to Rule 415 under the Securities Act of 1933, other than securities offered only in connection with dividend or interest reinvestment plans, check the following box:  ☐

If this Form is filed to register additional securities for an offering pursuant to Rule 462(b) under the Securities Act, please check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering.  ☐

If this Form is a post-effective amendment filed pursuant to Rule 462(c) under the Securities Act, check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering.  ☐

If this Form is a registration statement pursuant to General Instruction I.D. or a post-effective amendment thereto that shall become effective upon filing with the Commission pursuant to Rule 462(e) under the Securities Act, check the following box.  ☐

If this Form is a post-effective amendment to a registration statement filed pursuant to General Instruction I.D. filed to register additional securities or additional classes of securities pursuant to Rule 413(b) under the Securities Act, check the following box.  ☐

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 growth company. See the definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company,” and “emerging growth company” in Rule 12b-2 of the Exchange Act.

Large accelerated filer	☐			Accelerated filer	☐
Non-accelerated filer	☒			Smaller reporting company	☒
				Emerging growth company	☒

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 revised financial accounting standards provided pursuant to Section 7(a)(2)(B) of the Securities Act.  ☐

DEREGISTRATION OF SECURITIES

This Post-Effective Amendment (this “Post-Effective Amendment”) is being filed by AtaiBeckley Inc. (the “Registrant”) to deregister any and all securities registered but unsold or otherwise unissued as of the date hereof under the following Registration Statement on Form S-3 (the “Registration Statement”) previously filed by the Registrant with the U.S. Securities and Exchange Commission (the “SEC”):

• Registration Statement No. 333-294124, filed with the SEC on March 9, 2026, registering (i) an indeterminate amount of the Registrant’s common stock, par value $0.01 per share (“Common Stock”), preferred stock, par value $0.01 per share, debt securities, warrants and/or units, (ii) the offering and resale by certain selling securityholders from time to time of up to 74,285,810 shares of Common Stock, and (iii) the offering and sale of up to $200,000,000 of Common Stock that may be sold and issued under a sales agreement by and between the Registrant and Jefferies LLC, as sales agent.

On September 11, 2026, pursuant to an Agreement and Plan of Merger (the “Merger Agreement”), dated as of July 15, 2026, by and among the Registrant, Eli Lilly and Company, an Indiana corporation (“Parent”), and Albali Acquisition Corporation, a Delaware corporation and an indirect wholly owned subsidiary of Parent (“Merger Sub”), Merger Sub merged with and into the Registrant (the “Merger”), with the Registrant continuing as the surviving corporation and becoming a wholly owned subsidiary of Parent. As a result of the transactions contemplated by the Merger Agreement, the Registrant has terminated any and all offerings and sales of securities pursuant to the Registration Statement. In accordance with the undertakings made by the Registrant in the Registration Statement to remove from registration, by means of a post-effective amendment, any of the securities of the Registrant registered under the Registration Statement which remain unsold at the termination of the offering, the Registrant hereby terminates the effectiveness of the Registration Statement and removes from registration all of the securities that remain unsold under the Registration Statement as of the date hereof, if any. The Registration Statement is hereby amended, as appropriate, to reflect the deregistration of such securities. After giving effect to this Post-Effective Amendment, there will be no remaining securities registered by the Registrant pursuant to the Registration Statement.

The foregoing description of the Merger, the Merger Agreement and the transactions contemplated thereby does not purport to be complete and is subject to, and qualified in its entirety by, the Merger Agreement, which is attached as Exhibit 2.1 to the Registrant’s Current Report on Form 8-K filed with the SEC on July 16, 2026.

SIGNATURE

Pursuant to the requirements of the Securities Act of 1933, as amended, the Registrant certifies that it has reasonable grounds to believe that it meets all of the requirements for filing on Form S-3 and has duly caused this Post-Effective Amendment to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Indianapolis, State of Indiana, on September 11, 2026.

	ATAIBECKLEY INC.
	By:		/s/ Jonathan R. Haug
			Name: Jonathan R. Haug
			Title:   President

No other person is required to sign this Post-Effective Amendment in reliance upon Rule 478 under the Securities Act of 1933, as amended.