AtaiBeckley Inc. (NASDAQ: ATAI) investor commits 15.4% stake to Lilly deal

Rhea-AI Filing Summary

Apeiron Investment Group Ltd., affiliated funds and individuals, including Christian Angermayer, amend their Schedule 13D for AtaiBeckley Inc. following a July 15, 2026 Agreement and Plan of Merger among AtaiBeckley, Eli Lilly and Company and Albali Acquisition Corporation.

As of June 22, 2026, the reporting persons collectively beneficially own 56,812,134 shares of AtaiBeckley common stock, representing 15.4% of voting rights, based on 368,166,674 shares outstanding. Apeiron and Angermayer have entered into Voting and Support Agreements to vote all their shares in favor of adopting the Merger Agreement and to refrain from transferring such shares, subject to specified exceptions.

Filing Explained

The disclosed state is a July 15 merger agreement still subject to conditions being satisfied or waived: if completed, AtaiBeckley would survive as a wholly owned subsidiary of Eli Lilly, changing the ownership structure for existing common holders.

Key Figures

Collective beneficial ownership: 56,812,134 shares Voting rights percentage: 15.4% Shares outstanding: 368,166,674 shares +4 more

7 metrics

Collective beneficial ownership 56,812,134 shares Shares of AtaiBeckley common stock beneficially owned collectively by the reporting persons as of June 22, 2026

Voting rights percentage 15.4% Percentage of voting rights represented by 56,812,134 shares as of June 22, 2026

Shares outstanding 368,166,674 shares AtaiBeckley common shares outstanding as of May 8, 2026, per Form 10-Q

Apeiron Investment Group ownership 55,770,948 shares (15.1%) Beneficial ownership and percent of class reported for Apeiron Investment Group Ltd.

Presight II ownership 1,799,302 shares (0.5%) Beneficial ownership and percent of class reported for Apeiron Presight Capital Fund II, L.P.

Options deemed owned by Angermayer 1,041,186 shares Shares underlying vested options to purchase AtaiBeckley common stock that may be deemed beneficially owned

Angermayer sole voting power 1,600,418 shares Shares over which Christian Angermayer has sole voting and dispositive power

Key Terms

Agreement and Plan of Merger, Voting and Support Agreements, beneficially own, wholly owned subsidiary, +1 more

5 terms

Agreement and Plan of Merger regulatory

"entered into an Agreement and Plan of Merger (the "Merger Agreement")"

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.

Voting and Support Agreements regulatory

"entered into separate Voting and Support Agreements (the "Support Agreements")"

beneficially own financial

"the Reporting Persons collectively beneficially own 56,812,134 shares of common stock"

Beneficially own means having the economic rights and risks of a security—such as the right to receive dividends, sell the shares, or profit from price changes—whether or not your name appears on the official share register. Think of it like renting a car: you use it and reap the benefits even if the title lists someone else. Investors care because beneficial ownership determines who truly controls value, must be disclosed under securities rules, and can signal potential influence or trading activity that affects a stock’s price.

wholly owned subsidiary financial

"the Issuer surviving as 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.

shared dispositive power financial

"Shared Dispositive Power 55,770,948.00"

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Available on EDGAR 07/17/2026 - 05:18 PM Accepted by SEC EDGAR 07/17/2026 - 05:17 PM Learn about SEC filing dates

FAQ

What ownership stake in ATAI does Christian Angermayer report in this Schedule 13D/A?

Christian Angermayer is reported as beneficially owning 56,812,134 shares of AtaiBeckley common stock, representing approximately 15.4% of the voting rights, including shares held through Apeiron entities and options that may be deemed beneficially owned.

How many AtaiBeckley (ATAI) shares are outstanding in this disclosure?

The disclosure states that AtaiBeckley has 368,166,674 shares of common stock outstanding as of May 8, 2026, as reported in the company’s Quarterly Report on Form 10-Q filed on May 12, 2026.

What merger involving AtaiBeckley (ATAI) and Eli Lilly is described?

On July 15, 2026, AtaiBeckley entered into an Agreement and Plan of Merger with Eli Lilly and Company and Albali Acquisition Corporation, under which Albali will merge with AtaiBeckley, making AtaiBeckley a wholly owned subsidiary of Eli Lilly, subject to stated conditions.

What do the Voting and Support Agreements require ATAI shareholders Apeiron and Angermayer to do?

Apeiron and Christian Angermayer agree to vote all their AtaiBeckley shares in favor of adopting the Merger Agreement, not to transfer those shares, and to comply with additional restrictions regarding actions they may take with respect to the company and its common stock.

Who are the reporting persons in this AtaiBeckley (ATAI) Schedule 13D/A amendment?

The reporting persons are Apeiron Investment Group Ltd., Apeiron Presight Capital Fund II, L.P., Presight Capital Management I, L.L.C., and individuals Fabian Hansen and Christian Angermayer, each with specified beneficial ownership and voting/dispositive powers over AtaiBeckley shares.

How many ATAI shares does Apeiron Investment Group Ltd. beneficially own?

Apeiron Investment Group Ltd. beneficially owns 55,770,948 shares of AtaiBeckley common stock, representing approximately 15.1% of the class, with shared voting and shared dispositive power over all of those shares.

What AtaiBeckley (ATAI) options position is attributed to Christian Angermayer?

Christian Angermayer may be deemed to beneficially own 1,041,186 shares of AtaiBeckley common stock underlying vested options, which are included in his overall reported beneficial ownership in this Schedule 13D/A amendment.

SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

SCHEDULE 13D

Under the Securities Exchange Act of 1934

(Amendment No. 4)

AtaiBeckley Inc.

(Name of Issuer)

Common stock, par value $0.01 per share

(Title of Class of Securities)

04650F101

(CUSIP Number)

Evan S. Simpson
1 New Fetter Lane,
London, X0, EC4A 1AN
44 20 7959-8426

(Name, Address and Telephone Number of Person Authorized to Receive Notices and Communications)

07/15/2026

(Date of Event Which Requires Filing of This Statement)

If the filing person has previously filed a statement on Schedule 13G to report the acquisition that is the subject of this Schedule 13D, and is filing this schedule because of §§ 240.13d-1(e), 240.13d-1(f) or 240.13d-1(g), check the following box.

The information required on the remainder of this cover page shall not be deemed to be "filed" for the purpose of Section 18 of the Securities Exchange Act of 1934 ("Act") or otherwise subject to the liabilities of that section of the Act but shall be subject to all other provisions of the Act (however, see the Notes).

schemaVersion:

SCHEDULE 13D

CUSIP Number(s): 04650F101

1

Name of reporting person

Apeiron Investment Group Ltd.

2

Check the appropriate box if a member of a Group (See Instructions)

(a)
(b)

3

SEC use only

4

Source of funds (See Instructions)

OO

5

Check if disclosure of legal proceedings is required pursuant to Items 2(d) or 2(e)

6

Citizenship or place of organization

MALTA

Number of Shares Beneficially Owned by Each Reporting Person With:

7	Sole Voting Power 0.00
8	Shared Voting Power 55,770,948.00
9	Sole Dispositive Power 0.00
10	Shared Dispositive Power 55,770,948.00

11

Aggregate amount beneficially owned by each reporting person

55,770,948.00

12

Check if the aggregate amount in Row (11) excludes certain shares (See Instructions)

13

Percent of class represented by amount in Row (11)

15.1 %

14

Type of Reporting Person (See Instructions)

CO

SCHEDULE 13D

CUSIP Number(s): 04650F101

1

Name of reporting person

Apeiron Presight Capital Fund II, L.P.

2

Check the appropriate box if a member of a Group (See Instructions)

(a)
(b)

3

SEC use only

4

Source of funds (See Instructions)

AF

5

Check if disclosure of legal proceedings is required pursuant to Items 2(d) or 2(e)

6

Citizenship or place of organization

DELAWARE

Number of Shares Beneficially Owned by Each Reporting Person With:

7	Sole Voting Power 0.00
8	Shared Voting Power 1,799,302.00
9	Sole Dispositive Power 0.00
10	Shared Dispositive Power 1,799,302.00

11

Aggregate amount beneficially owned by each reporting person

1,799,302.00

12

Check if the aggregate amount in Row (11) excludes certain shares (See Instructions)

13

Percent of class represented by amount in Row (11)

0.5 %

14

Type of Reporting Person (See Instructions)

PN

SCHEDULE 13D

CUSIP Number(s): 04650F101

1

Name of reporting person

Presight Capital Management I, L.L.C.

2

Check the appropriate box if a member of a Group (See Instructions)

(a)
(b)

3

SEC use only

4

Source of funds (See Instructions)

5

Check if disclosure of legal proceedings is required pursuant to Items 2(d) or 2(e)

6

Citizenship or place of organization

DELAWARE

Number of Shares Beneficially Owned by Each Reporting Person With:

7	Sole Voting Power 0.00
8	Shared Voting Power 1,799,302.00
9	Sole Dispositive Power 0.00
10	Shared Dispositive Power 1,799,302.00

11

Aggregate amount beneficially owned by each reporting person

1,799,302.00

12

Check if the aggregate amount in Row (11) excludes certain shares (See Instructions)

13

Percent of class represented by amount in Row (11)

0.5 %

14

Type of Reporting Person (See Instructions)

OO

SCHEDULE 13D

CUSIP Number(s): 04650F101

1

Name of reporting person

Fabian Hansen

2

Check the appropriate box if a member of a Group (See Instructions)

(a)
(b)

3

SEC use only

4

Source of funds (See Instructions)

5

Check if disclosure of legal proceedings is required pursuant to Items 2(d) or 2(e)

6

Citizenship or place of organization

Number of Shares Beneficially Owned by Each Reporting Person With:

7	Sole Voting Power 0.00
8	Shared Voting Power 1,799,302.00
9	Sole Dispositive Power 0.00
10	Shared Dispositive Power 1,799,302.00

11

Aggregate amount beneficially owned by each reporting person

1,799,302.00

12

Check if the aggregate amount in Row (11) excludes certain shares (See Instructions)

13

Percent of class represented by amount in Row (11)

0.5 %

14

Type of Reporting Person (See Instructions)

IN

SCHEDULE 13D

CUSIP Number(s): 04650F101

1

Name of reporting person

Christian Angermayer

2

Check the appropriate box if a member of a Group (See Instructions)

(a)
(b)

3

SEC use only

4

Source of funds (See Instructions)

5

Check if disclosure of legal proceedings is required pursuant to Items 2(d) or 2(e)

6

Citizenship or place of organization

Number of Shares Beneficially Owned by Each Reporting Person With:

7	Sole Voting Power 1,600,418.00
8	Shared Voting Power 56,812,134.00
9	Sole Dispositive Power 1,600,418.00
10	Shared Dispositive Power 56,812,134.00

11

Aggregate amount beneficially owned by each reporting person

56,812,134.00

12

Check if the aggregate amount in Row (11) excludes certain shares (See Instructions)

13

Percent of class represented by amount in Row (11)

15.4 %

14

Type of Reporting Person (See Instructions)

IN

SCHEDULE 13D

Item 1.	Security and Issuer
(a)	Title of Class of Securities: Common stock, par value $0.01 per share
(b)	Name of Issuer: AtaiBeckley Inc.
(c)	Address of Issuer's Principal Executive Offices: 250 West 34th Street, New York, NEW YORK , 10119.
Item 2.	Identity and Background
(a)	This Amendment No. 4 (the "Amendment No. 4") to Schedule 13D amends and supplements the Schedule 13D originally filed with the Securities and Exchange Commission on February 24, 2025 (the "Schedule 13D"), Amendment No. 1 thereto filed on June 4, 2025, Amendment No. 2 thereto filed on August 18, 2025 and Amendment No. 3 thereto filed on October 20, 2025. This Amendment No. 4 is filed by: (i) Apeiron Investment Group Ltd. ("Apeiron"); (ii) Apeiron Presight Capital Fund II, L.P. ("Presight II"); (iii) Presight Capital Management I, L.L.C. ("Presight Management"); (iv) Fabian Hansen; and (v) Christian Angermayer.
(b)	The principal business address of Apeiron and Mr. Angermayer is 66 & 67 Amery Street, SLM1707, Sliema, Malta. The principal business address of each of the remaining Reporting Persons is 440 N Barranca Ave #3391, Covina, CA 91723 USA.
(c)	The principal business of Apeiron and Presight II are making investments. The principal business of Presight Management is acting as the general partner of Presight II. Apeiron's sole director is Sanad Abushala and his principal business address is Centris Business Gateway, Level 0/C, Triq Is-Salib tal-Imriehel, Zone 3, Central Business District, Mirehel, Birkirkara, Malta CBD 3020. His present principal occupation is Head of Treasury at Apeiron.
(d)	No
(e)	No
(f)	Presight II and Presight Management are organized under the laws of the state of Delaware. Apeiron is organized under the laws of the Malta. Each of Messrs. Hansen and Angermayer is a German citizen. Mr. Abushala is a Croatian citizen.
Item 4.	Purpose of Transaction
	Item 4 of the Schedule 13D is hereby amended and restated in its entirety as follows: On July 15, 2026, the Issuer entered into an Agreement and Plan of Merger (the "Merger Agreement") with Eli Lilly and Company, an Indiana corporation ("Parent"), and Albali Acquisition Corporation, a Delaware corporation and indirect wholly owned subsidiary of Parent ("Merger Sub"), pursuant to which, subject to satisfaction or waiver of the conditions therein, Merger Sub will merge with and into the Issuer (the "Merger"), with the Issuer surviving as a wholly owned subsidiary of Parent. On July 15, 2026, in connection with the execution of the Merger Agreement, Apeiron and Christian Angermeyer entered into separate Voting and Support Agreements (the "Support Agreements") with Parent. The Support Agreements provide that, among other things, each of Apeiron and Christian Angermeyer has agreed (i) to vote all of the shares of common stock held by such stockholder in favor of the adoption of the Merger Agreement, subject to certain exceptions (including the valid termination of the Merger Agreement), (ii) not to transfer such shares of common stock, and (iii) to certain other restrictions on its ability to take actions with respect to the Company and its shares of common stock. The foregoing descriptions of the Support Agreements does not purport to be complete and is qualified in its entirety by the full text of the form of Support Agreement, a copy of which is filed as Exhibit 99.1 to this Amendment No. 4 and is incorporated into this Item 4 by reference. A copy of the form of Support Agreement and the above description of the Support Agreements have been included to provide investors with information regarding the terms of the Support Agreements. They are not intended to provide any other factual information about the parties to the Support Agreements or their respective subsidiaries or affiliates. The representations, warranties and covenants contained in the Support Agreements were made only for the purposes of the Support Agreements and as of specific dates, are solely for the benefit of the parties to the Support Agreements, may be subject to limitations agreed upon by the contracting parties, including being qualified by confidential disclosures made for the purposes of allocating contractual risk between the parties to the Support Agreements instead of establishing these matters as facts, and may be subject to standards of materiality applicable to the contracting parties that differ from those applicable to investors. Investors are not third-party beneficiaries under the Support Agreements and should not rely on the representations, warranties and covenants or any descriptions thereof as characterizations of the actual state of facts or condition of the parties thereto or any of their respective subsidiaries or affiliates. Moreover, information concerning the subject matter of representations and warranties may change after the date of the Support Agreements, which subsequent information may or may not be fully reflected in the Reporting Persons', the Issuer's or Parent's public disclosures.
Item 5.	Interest in Securities of the Issuer
(a)	As of June 22, 2026, the Reporting Persons collectively beneficially own 56,812,134 shares of common stock, representing approximately 15.4% of the voting rights attached to the shares of common stock. The ownership percentages set forth in this Amendment No. 4 have been calculated on the basis of 368,166,674 shares of common stock outstanding as of May 8, 2026, as reported in the Issuer's Quarterly Report on Form 10-Q filed with the Securities and Exchange Commission ("SEC") on May 12, 2026.
(b)	The following table sets forth, as of the date of this Amendment No. 4, the aggregate number of shares of common stock and percentage of shares of common stock beneficially owned by each of the Reporting Persons, as well as the number of shares of common stock as to which each Reporting Person has the sole power to vote or to direct the vote, shared power to vote or to direct the vote, sole power to dispose or to direct the disposition of, or shared power to dispose or to direct the disposition of. Reporting Amount beneficially Percent of Sole power to vote or Shared power to vote or Sole power to dispose or Shared power to dispose or Person owned class to direct the vote to direct the vote to direct the disposition to direct the disposition Apeiron Investment 55,770,948 15.1% 0 55,770,948 0 55,770,948 Group, Ltd. Apeiron Presight 1,799,302 0.5% 0 1,799,302 0 1,799,302 Capital Fund II, L.P. Presight Capital 1,799,302 0.5% 0 1,799,302 0 1,799,302 Management I, L.L.C. Fabian Hansen 1,799,302 0.5% 0 1,799,302 0 1,799,302 Christian Angermayer 56,812,134 15.4% 1,600,418 56,812,134 1,600,418 56,812,134 Presight II is the record holder of 1,799,302 shares of common stock. Apeiron is the record holder of 53,917,646 shares of common stock. Christian Angermayer may be deemed to beneficially own 1,041,186 shares of common stock underlying vested options to purchase shares of common stock. Presight Management is the general partner of Presight II. Apeiron and Fabian Hansen are the managing members of Presight Management. Christian Angermayer is the controlling shareholder of Apeiron. As a result, each of Presight Management, Apeiron, Mr. Hansen and Mr. Angermayer may be deemed to share beneficial ownership of the securities held by Presight II, and Mr. Angermayer may be deemed to share beneficial ownership of the securities held by Apeiron.
(c)	Except as described in this Item 5, none of the Reporting Persons has beneficial ownership of any shares of common stock or, except as described in this Schedule 13D, has effected any transaction in the shares of common stock during the past 60 days.
(d)	No other person is known to have the right to receive or the power to direct the receipt of dividends from, or the proceeds from the sale of, the shares of common stock owned, directly or indirectly, by the Reporting Persons.
(e)	N/A
Item 6.	Contracts, Arrangements, Understandings or Relationships With Respect to Securities of the Issuer
	The information provided and/or incorporated by reference in Item 4 is hereby incorporated by reference into this Item 6.
Item 7.	Material to be Filed as Exhibits.
	Exhibit No. Description Exhibit 99.1 Form of Voting and Support Agreement, dated as of July 15, 2026 (incorporated by reference to Exhibit 10.1 of the Issuer's Current Report on Form 8-K, filed on July 16, 2026).

SIGNATURE

After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct.

Apeiron Investment Group Ltd.

Signature:	/s/ Sanad Abushala
Name/Title:	Sanad Abushala, Director
Date:	07/17/2026

Apeiron Presight Capital Fund II, L.P.

Signature:	/s/ Fabian Hansen
Name/Title:	Fabian Hansen, Managing Member
Date:	07/17/2026

Presight Capital Management I, L.L.C.

Signature:	/s/ Fabian Hansen
Name/Title:	Fabian Hansen, Managing Member
Date:	07/17/2026

Fabian Hansen

Signature:	/s/ Fabian Hansen
Name/Title:	Fabian Hansen
Date:	07/17/2026

Christian Angermayer

Signature:	/s/ Christian Angermeyer
Name/Title:	Christian Angermayer
Date:	07/17/2026