Beckley Psytech Limited·atai Life Sciences N.V. (renamed Atai Beckley N.V. on completion)

Structure

Share purchase agreement dated 2025-06-02 to acquire the entire issued share capital of Beckley Psytech not already owned. SPA consideration: 105,044,902 ordinary shares of EUR 0.10 nominal value, reducible under Cl. 4.2. Side letter deed of 2025-10-23 (EX-2.1 to the 8-K of 2025-10-27, accession 0001140361-25-039317) settled transaction-cost leakage by a pro-rata cut in Consideration Shares; the 8-K, not the deed, states the cut: 1,221,712 shares, leaving 103,823,190, and 900,901 shares to Cantor Fitzgerald & Co, unlocked. Closing 8-K of 2025-11-05, Item 2.01: 103,000,066 ordinary shares 'issued directly as share consideration or as underlying replacement awards' to Beckley shareholders, certain consultants and certain equity award holders; the figure counts shares underlying replacement awards and is not a count of shares issued. The 10-K for 2025 (AtaiBeckley Inc., CIK 2081043, filed 2026-03-06) gives 103,823,021 for the same description after rounding down: 93,580,831 shares issued directly, 8,695,937 RSUs and 1,546,258 options as replacement awards (6,971,912 RSUs issued, net of exercise price), plus 900,901 shares to Cantor on a separate line. No filing reconciles 103,000,066 to 103,823,021; Exhibit 02 does by arithmetic, labelled inferred. atai held 33.7% of Beckley Psytech immediately before closing (pro forma, 8-K of 2026-03-06) from a January 2024 strategic investment. A concurrent PIPE of 9,993,341 shares at $1.84 plus a pre-funded warrant over 6,311,006 shares, ~$30m gross, was explicitly NOT used to finance the acquisition. USD VALUE, corrected 2026-10-07: no USD consideration figure appears in the SPA, the side letter, the 8-K bodies or Item 2.01 of the closing 8-K. The ~$390m figure IS in a filing: the 2 June 2025 press release, Exhibit 99.1 to the 8-K (accession 0001140361-25-021024), furnished under Item 7.01, reads 'value Beckley at approximately $390 million'. The earlier wording of this row ('not in the filings') was wrong, and Issue 12's heading 'the number that appears in no filing' repeats it. The pro forma of 2026-03-06 values the share consideration at $450.5m (fair value at the $4.48 close on 2025-11-05) and total purchase consideration at $519.6m; the _usd_m columns stay blank because neither is a term of the deal. Agreement 8-K: accession 0001140361-25-021024 (2025-06-02, EX-2.1 = SPA). Supersedes the row verified 2026-08-26.

Why it matters

Creates the entity Lilly agreed to buy eight months later in D001. Consideration was entirely in shares, no cash, which is a different kind of bet from the Lilly deal and is not visible if you only read the headline dollar figure the trade press carried.

The Reconciliation

Reconciled in Exhibit 02.

In the briefing

• 2026-09-01No. 12

  Lilly’s depression trial went from one approval to four in seven days.

  • TRIALS
  • REGULATORY
  • LILLY
  • ATAIBECKLEY
  • ATAI-THERAPEUTICS