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                            May 6, 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.
                                                            Registration
Statement on Form S-1
                                                            Filed on April 20,
2021
                                                            File No. 333-255383

       Dear Mr. Brand:

              We have reviewed your 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.

       Registration Statement on Form S-1 Filed April 20, 2021

       Our Pipeline, page 3

   1.                                                   We note your response
to prior comment 8. Please remove the GABA Therapeutics Inc.
                                                        and DemeRX NB programs
from your    Our Pipeline    table. It is not appropriate to
                                                        prominently highlight
these programs in your pipeline table and Summary given that your
                                                        interest is currently
limited to an equity investment in the candidates in development.
   2.                                                   We note that the second
line of your pipeline table indicates that Deme RX is a VIE of
                                                        which you own 59.9%.
This information appears to contradict the last line in the table
                                                        that indicates your
ownership is limited to a 6.3% equity investment. Please revise or
                                                        explain the apparent
inconsistency.
 Florian Brand
FirstName
ATAI Life LastNameFlorian  Brand
           Sciences B.V.
Comapany
May  6, 2021NameATAI Life Sciences B.V.
May 6,
Page  2 2021 Page 2
FirstName LastName
Corporate Structure, page 8

3.       We note your response to comment 2. Please improve legibility by
increasing the font
         size of the text included in the table.
Use of Proceeds, page 100

4.       We note your plans to further revise the Use of Proceeds in future
amendments. Your
         proceeds should be allocated by development program, rather than
disclosed in the
         aggregate. Additionally, we note that your current disclosure appears
to indicate plans to
         fund drug development programs at DemeRx IB and GABA, but your
obligations to fund
         any portion of this development have not been disclosed. Please expand
your discussions
         of these product candidates to describe all agreements related to
these development
         efforts. Your discussion should include all material terms, including
rights and
         obligations under any such agreements such revenue and expense
sharing,
         commercialization rights, milestone payments, royalties, etc. File all
development
         collaboration agreements or provide an analysis supporting your
determination that they
         are not required to be filed.
Quantitative and Qualitative Disclosures of Market Risk, page 135

5.       This section addresses interest rate sensitivity and foreign currency
exchange risk, but not
         equity price risk. Please add disclosures to address your exposures to
equity price risk,
         including but not limited to the change in fair value of your equity
method investment
         Compass Pathways plc, under one of the three disclosure alternatives
for Item 305 of
         Regulation S-K, or tell us why you determined that such disclosure was
not appropriate.
Perception Collaboration Arrangement, page 153

6.       We note your response to comment 13 and do not agree that this
agreement is not required
         to be filed as an exhibit to your registration statement.
Specifically, we note that the
         agreement provided you with an up front payment of $20 million in
funding of your
         product candidates in exchange for licensing rights related to one of
your product
         candidates. It appears that you are substantially dependent on funding
provided from the
         agreement and your future development of PCN-101 may be dependent on
potential
         milestone payments related to regulatory achievements made by Otsuka.
General

7.       Please provide an analysis as to why the company should not be
considered an Investment
         Company under Section 3 of the Investment Company Act of 1940. Please
include in this
         analysis data indicating the value of your investment securities and
total assets, exclusive
         of cash items and Government securities, on an unconsolidated basis.

       We remind you that the company and its management are responsible for
the accuracy
and adequacy of their disclosures, notwithstanding any review, comments, action
or absence of
 Florian Brand
ATAI Life Sciences B.V.
May 6, 2021
Page 3

action by the staff.

       Refer to Rules 460 and 461 regarding requests for acceleration. Please
allow adequate
time for us to review any amendment prior to the requested effective date of
the registration
statement.

       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.



FirstName LastNameFlorian Brand                            Sincerely,
Comapany NameATAI Life Sciences B.V.
                                                           Division of
Corporation Finance
May 6, 2021 Page 3                                         Office of Life
Sciences
FirstName LastName