United States securities and exchange commission logo

                            June 4, 2021

       Florian Brand
       Chief Executive Officer
       ATAI Life Sciences B.V.
       c/o Mindspace
       Krausenstrabe 9-10
       10117 Berlin, Germany

                                                        Re: ATAI Life Sciences
                                                            Amendment No. 1 to
Registration Statement on Form S-1
                                                            Filed on May 27,
                                                            File No. 333-255383

       Dear Mr. Brand:

             We have reviewed your amended registration statement and have the
       comments. In some of our comments, we may ask you to provide us with
information so we
       may better understand your disclosure.

              Please respond to this letter by amending your registration
statement and providing the
       requested information. If you do not believe our comments apply to your
facts and
       circumstances or do not believe an amendment is appropriate, please tell
us why in your

              After reviewing any amendment to your registration statement and
the information you
       provide in response to these comments, we may have additional comments.
Unless we note
       otherwise, our references to prior comments are to comments in our May
6, 2021 letter.

       Amendment No. 1 to Registration Statement on Form S-1 filed May 27, 2021

       Use of Proceeds, page 100

   1.                                                   We note your response
to comment 4 and reissue in part. Your proceeds should be
                                                        allocated by
development program, rather than disclosed in the aggregate, with limited
                                                        additional information
about amounts allocated to specific programs. Please expand your
                                                        first and second
bullets to quantify the estimated amounts allocated to programs at
                                                        Perception, Recongnify,
DemeRX IB, GABA, Kures, Neuronasal, and Viridia.
       Liquidity and Capital Resources
       Sources of Liquidity, page 127
 Florian Brand
ATAI Life LastNameFlorian  Brand
           Sciences B.V.
June 4, 2021NameATAI Life Sciences B.V.
June 4,
Page  2 2021 Page 2
FirstName LastName

2.       We note the decline in the fair value of your equity method investment
         Pathways plc from December 31, 2020 to March 31, 2021 as disclosed in
your financial
         statements for those dates. You have also stated your interest in the
product candidates of
         COMPASS is limited to the potential appreciation of your equity
interest on pages 153
         and 179. To enhance the understanding of your financial condition and
other changes in
         financial condition and results of operations, please add a discussion
to address this trend
         in fair value and any reasonably likely plans for any realization of
appreciation in this
         equity method investment. Refer to Item 303(a) of Regulation S-K.
Equity Method and Other Investments
Equity Method Investments, page 140

3.       Please add a discussion of your policy for the following situations
related to accounting
         for equity method investments:

                The discontinuance of applying the equity method to provide for
additional losses
              when the investment (and net advances) is reduced to zero unless
              have guaranteed obligations of the investee or have otherwise
committed to provide
              further financial support for the investee.

                The resumption of applying the equity method when an investee
subsequently reports
              net income only after your share of that net income equals the
share of net losses not
              recognized during the period the equity method was suspended.

                The policy recognizing previously suspended losses due to
additional investment
              after the suspension of loss recognition.

                The impact of any changes in the fair value of your equity
method investments
              recognized in your financial statements.

4.       We note your response to prior comment 7. We are still reviewing your
response and may
         have additional comments.
       You may contact Gary Newberry at 202-551-2544 or Kevin Vaughn at
202-551-3494 if
you have questions regarding comments on the financial statements and related
matters. Please
contact Jason Drory at 202-551-8342 or Suzanne Hayes at 202-551-3675 with any


                                                               Division of
Corporation Finance
 Florian Brand
ATAI Life Sciences B.V.
June 4, 2021
Page 3         LastNameFlorian Brand
Comapany NameATAI Life Sciences B.V.
                                       Office of Life Sciences
June 4, 2021 Page 3
cc:       Nathan Ajiashvili
FirstName LastName