[SCHEDULE 13D/A] ATAI Life Sciences N.V. SEC Filing

Rhea-AI Filing Summary

Amendment No. 2 to a Schedule 13D reports that Apeiron and related persons purchased additional ATAI Life Sciences ordinary shares through a PIPE financing and now collectively beneficially own 55,197,516 ordinary shares, representing approximately 23.7% of voting rights as of August 14, 2025. The filing states Apeiron purchased 8,675,799 shares in the PIPE for approximately $19 million, funded by proceeds drawn under a credit facility with Joh. Berenberg, Gossler & Co. KG.

The filing details related arrangements including a Subscription Agreement, a Registration Rights Agreement providing for resale registration efforts, an HSR expense reimbursement letter up to $150,000, and convertible notes and vested options that affect beneficial ownership calculations.

Positive

• Apeiron increased its stake via purchase of 8,675,799 shares, bringing collective beneficial ownership to 55,197,516 shares (23.7%)
• PIPE financing included registration rights requiring the issuer to file for resale registration to facilitate liquidity for PIPE investors
• Documentation of financing and agreements (credit facility, subscription and registration rights agreements) are attached or incorporated, improving transparency

Negative

• Purchase funded by a credit facility (Berenberg Facility Agreement) indicating Apeiron used borrowed funds of approximately $19,000,000
• Concentrated ownership and shared voting power (55,197,516 shares under shared voting) may materially affect corporate control dynamics

Insights

Financial Analyst

TL;DR: A material equity investment funded by a credit facility increases Apeiron's stake to 23.7%, altering shareholder composition.

The acquisition of 8,675,799 shares for ~ $19 million and the resulting 23.7% combined holding is a material ownership change that could influence ATAI's governance and capital structure discussions. The use of a Berenberg credit facility to fund the purchase introduces leverage on Apeiron's side and the filing discloses additional instruments (2,367,200 convertible-note shares and 1,303,997 vested options) that the reporting persons used to calculate aggregate beneficial ownership. Registration rights and HSR expense reimbursement are standard PIPE protections and facilitate eventual resale liquidity for the PIPE holders.

Corporate Governance Expert

TL;DR: Reporting persons now hold a bloc-sized stake; governance influence and shared voting arrangements are clearly disclosed.

The filing shows shared voting power across entities and individuals, with 55,197,516 shares under shared voting power and Christian Angermayer holding 1,303,997 shares of sole voting power via vested options. These disclosures clarify potential coordinated control and decision-making influence. The Registration Rights Agreement and Subscription Agreement are disclosed and incorporated by reference, aligning with customary investor protections. No other voting agreements or additional arrangements were disclosed.

SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

SCHEDULE 13D

Under the Securities Exchange Act of 1934

(Amendment No. 2)

ATAI Life Sciences N.V.

(Name of Issuer)

Ordinary Shares, par value Euro 0.10 per share

(Title of Class of Securities)

45822R101

(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)

08/14/2025

(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).

SCHEDULE 13D

CUSIP No. 45822R101

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)

WC, 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 55,197,516.00
9	Sole Dispositive Power 0.00
10	Shared Dispositive Power 55,197,516.00

11

Aggregate amount beneficially owned by each reporting person

55,197,516.00

12

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

13

Percent of class represented by amount in Row (11)

23.7 %

14

Type of Reporting Person (See Instructions)

CO

SCHEDULE 13D

CUSIP No. 45822R101

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)

0.8 %

14

Type of Reporting Person (See Instructions)

PN

SCHEDULE 13D

CUSIP No. 45822R101

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)

0.8 %

14

Type of Reporting Person (See Instructions)

OO

SCHEDULE 13D

CUSIP No. 45822R101

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)

0.8 %

14

Type of Reporting Person (See Instructions)

IN

SCHEDULE 13D

CUSIP No. 45822R101

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 1,303,997.00
8	Shared Voting Power 55,197,516.00
9	Sole Dispositive Power 1,303,997.00
10	Shared Dispositive Power 55,197,516.00

11

Aggregate amount beneficially owned by each reporting person

56,501,513.00

12

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

13

Percent of class represented by amount in Row (11)

24.3 %

14

Type of Reporting Person (See Instructions)

IN

SCHEDULE 13D

Item 1.	Security and Issuer
(a)	Title of Class of Securities: Ordinary Shares, par value Euro 0.10 per share
(b)	Name of Issuer: ATAI Life Sciences N.V.
(c)	Address of Issuer's Principal Executive Offices: Wallstrasse 16, Berlin, GERMANY , 10179.
Item 2.	Identity and Background
(a)	This Amendment No. 2 (the "Amendment No. 2") to Schedule 13D amends and supplements the Schedule 13D originally filed with the Securities and Exchange Commission on February 24, 2025 (the "Schedule 13D") and Amendment No. 1 thereto filed on June 4, 2025. This Amendment No. 2 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 Mario Frendo and his principal business address is 66 & 67 Amery Street, SLM1707, Sliema, Malta. His present principal occupation is Senior Legal Counsel 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. Frendo is a Maltese citizen.
Item 3.	Source and Amount of Funds or Other Consideration
	On August 14, 2025, Apeiron purchased 8,675,799 Ordinary Shares in connection with an investment in the Issuer by Apeiron and certain other private investors (the "PIPE Investors") (the "PIPE Financing"). The source of funds for Apeiron's purchase of Ordinary Shares in the PIPE Financing was approximately $19,000,000 in proceeds drawn under a facility agreement, dated as of August 14, 2025, between Apeiron, as borrower, and Joh. Berenberg, Gosser & Co. KG ("Berenberg"), as lender (the "Berenberg Facility Agreement"). In connection with entering into the Berenberg Facility Agreement, Apeiron and Berenberg also entered into an amendment agreement, dated as of August 14, 2025 (the "Fourth Amendment"), to an existing credit facility agreement, dated January 15, 2025, as amended, to decrease the credit available under the existing credit facility agreement and relocate such amount to the Berenberg Facility Agreement to fund Apeiron's purchase of Ordinary Shares in the PIPE Financing. The foregoing description of the Berenberg Facility Agreement and the Fourth Amendment does not purport to be complete and is qualified in its entirety by reference to the full text of such agreements attached hereto as Exhibits 99.1 and Exhibit 99.2.
Item 4.	Purpose of Transaction
	Apeiron purchased 8,675,799 Ordinary Shares in connection with the PIPE Financing.
Item 5.	Interest in Securities of the Issuer
(a)	As of August 14, 2025, the Reporting Persons collectively beneficially own 55,197,516 Ordinary Shares, representing approximately 23.7% of the voting rights attached to the Ordinary Shares. The ownership percentages set forth in this Amendment No. 2 have been calculated on the basis of 232,602,562 Ordinary Shares outstanding as of August 14, 2025 (including the 18,264,840 Ordinary Shares issued in the PIPE Financing), as notified to the Reporting Persons by the Issuer, an additional 2,367,200 Ordinary Shares underlying convertible promissory notes of the Issuer (the "Convertible Notes") held by Apeiron as of August 14, 2025, and 1,303,997 vested options that are exercisable into one Ordinary share each at an exercise price of $5.68 per Ordinary Share held by Christian Angermayer as of August 14, 2025 (the "Vested Options").
(b)	The following table sets forth, as of August 14, 2025, the aggregate number of Ordinary Shares and percentage of Ordinary Shares beneficially owned by each of the Reporting Persons, as well as the number of Ordinary Shares 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 Person Amount Percent Sole power Shared power Sole power to Shared power beneficially of class to vote or to vote or to dispose to dispose or owned to direct direct the vote or to direct to direct the the vote the disposition disposition Apeiron Investment Group, Ltd. 55,197,516 23.7% 0 55,197,516 0 55,197,516 Apeiron Presight Capital Fund II, L.P. 1,799,302 0.8% 0 1,799,302 0 1,799,302 Presight Capital Management I, L.L.C. 1,799,302 0.8% 0 1,799,302 0 1,799,302 Fabian Hansen 1,799,302 0.8% 0 1,799,302 0 1,799,302 Christian Angermayer 56,501,513 24.3% 1,303,997 55,197,516 1,303,997 55,197,516 Presight II is the record holder of 1,799,302 Ordinary Shares. Apeiron is the record holder of 51,045,214 Ordinary Shares (including the 8,675,799 Ordinary Shares purchased in the PIPE Financing) and may be deemed to beneficially own an additional 2,367,200 Ordinary Shares underlying the Convertible Notes. Christian Angermayer may be deemed to beneficially own 1,303,997 Ordinary Shares underlying the Vested Options. 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 Ordinary Shares or, except as described in this Schedule 13D, has effected any transaction in the Ordinary Shares 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 Ordinary Shares 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
	Item 6 of the Schedule 13D is hereby amended and supplemented by the addition of the following: Subscription Agreement On July 1, 2025, the Issuer entered into the Subscription Agreement with the Apeiron, pursuant to which, among other things, Apeiron agreed to purchase an aggregate of 8,675,799 Ordinary Shares in connection with the PIPE Financing, for an aggregate purchase price of approximately $19 million, on the terms and subject to the conditions set forth therein (the "Subscription Agreement"). The Subscription Agreement contains customary representations, warranties and agreements by the Issuer, customary conditions to closing and termination provisions. The purchase and sale of the 8,675,799 Ordinary Shares pursuant to the Subscription Agreement occurred on August 14, 2025. The foregoing description of the Subscription Agreement does not purport to be complete and is subject to and qualified in its entirety by reference to the full text of the Subscription Agreement, a copy of which is attached hereto as Exhibit 99.3 and is incorporated herein by reference. Registration Rights Agreement On July 1, 2025, the Issuer entered into a registration rights agreement with the PIPE Investors (the "Registration Rights Agreement") providing for certain registration rights with respect to Ordinary Shares held by such holders from time to time. The Registration Rights Agreement requires the Issuer to file a registration statement under the Securities Act of 1933, as amended, providing for the resale of all or part of the registrable securities held by the parties thereto as promptly as practicable and use reasonable best efforts to cause such registration statement to be declared effective within the timelines specified therein, and thereafter to keep such registration statement effective for the periods specified therein. The Registration Rights Agreement also contains customary indemnity, exculpation and contribution obligations by the Issuer and the other parties to the Registration Rights Agreement. The foregoing description of the Registration Rights Agreement does not purport to be complete and is subject to and qualified in its entirety by reference to the full text of the Registration Rights Agreement, a copy of which is attached hereto as Exhibit 99.4 and is incorporated herein by reference. HSR Filing Letter Agreement On July 22, 2025, Apeiron and the Issuer entered into a letter agreement pursuant to which the Issuer has agreed to reimburse Aperiron for certain reasonable and documented out-of-pocket expenses incurred by Apeiron in connection with an HSR filing with respect to Apeiron's interest in the Issuer, in an amount not to exceed $150,000 absent the prior, written consent of the Issuer for any such excess. The foregoing description of the HSR Filing Letter Agreement does not purport to be complete and is subject to and qualified in its entirety by reference to the full text of the HSR Filing Letter Agreement, a copy of which is attached hereto as Exhibit 99.5 and is incorporated herein by reference. Other than as described herein, there are no contracts, arrangements, understandings or relationships among the Reporting Persons, or between the Reporting Persons and any other person, with respect to the securities of the Issuer.
Item 7.	Material to be Filed as Exhibits.
	Exhibit No Description 99.1 Credit Facility Agreement, dated August 14, 2025, between Apeiron and Joh. Berenberg, Gossler & Co. KG 99.2 Amendment Agreement No. 4, dated August 14, 2025, to credit facility agreement, dated January 15, 2025, as amended, between Apeiron and Joh. Berenberg, Gosser & Co. KG 99.3 Subscription Agreement, dated July 1, 2025, between Apeiron and the Issuer (incorporated by reference to Exhibit 10.2 to Form 8-K filed by the Issuer on July 1 2025) 99.4 Registration Rights Agreement, dated July 1, 2025, between the Issuer and the PIPE Investors (incorporated by reference to Exhibit 10.5 to Form 8-K filed by the Issuer on July 1, 2025) 99.5 HSR Filing Letter Agreement, dated July 22, 2025, between Apeiron and the Issuer

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/ Mario Frendo
Name/Title:	Mario Frendo, Director
Date:	08/18/2025

Apeiron Presight Capital Fund II, L.P.

Signature:	/s/ Fabian Hansen
Name/Title:	Fabian Hansen, Managing Member
Date:	08/18/2025

Presight Capital Management I, L.L.C.

Signature:	/s/ Fabian Hansen
Name/Title:	Fabian Hansen, Managing Member
Date:	08/18/2025

Fabian Hansen

Signature:	/s/ Fabian Hansen
Name/Title:	Fabian Hansen
Date:	08/18/2025

Christian Angermayer

Signature:	/s/ Christian Angermayer
Name/Title:	Christian Angermayer
Date:	08/18/2025

FAQ

How many ATAI shares do Apeiron and the reporting persons now beneficially own (ATAI)?

Collectively the reporting persons beneficially own 55,197,516 ordinary shares, representing approximately 23.7% of outstanding ordinary shares as of August 14, 2025.

How many shares did Apeiron purchase in the PIPE financing?

Apeiron purchased 8,675,799 ordinary shares in the PIPE financing, with an aggregate purchase price of approximately $19 million.

How was Apeiron's purchase funded?

The purchase was funded by proceeds drawn under a credit facility with Joh. Berenberg, Gossler & Co. KG (the Berenberg Facility Agreement), described in the filing.

Do the PIPE investors have resale rights?

Yes. The filing discloses a Registration Rights Agreement requiring the issuer to file a registration statement to permit resale of registrable securities held by PIPE investors.

Are there other instruments affecting beneficial ownership?

Yes. The calculation includes 2,367,200 shares underlying convertible notes held by Apeiron and 1,303,997 vested options held by Christian Angermayer.

Does the issuer reimburse any PIPE-related expenses?

Yes. An HSR Filing Letter Agreement provides that the issuer will reimburse Apeiron for reasonable documented HSR filing expenses up to $150,000 absent prior consent for excess.