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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
B.V.
Amendment No. 1 to
Registration Statement on Form S-1
Filed on May 27,
2021
File No. 333-255383
Dear Mr. Brand:
We have reviewed your amended registration statement and have the
following
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
response.
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
FirstName
ATAI Life LastNameFlorian Brand
Sciences B.V.
Comapany
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
in COMPASS
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
you
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.
General
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
other
questions.
Sincerely,
Division of
Corporation Finance
Florian Brand
ATAI Life Sciences B.V.
June 4, 2021
FirstName
Page 3 LastNameFlorian Brand
Comapany NameATAI Life Sciences B.V.
Office of Life Sciences
June 4, 2021 Page 3
cc: Nathan Ajiashvili
FirstName LastName