SEC Form 3
FORM 3 UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

INITIAL STATEMENT OF BENEFICIAL OWNERSHIP OF SECURITIES

Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934
or Section 30(h) of the Investment Company Act of 1940
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1. Name and Address of Reporting Person*
Apeiron Investment Group Ltd.

(Last) (First) (Middle)
66 & 67, BEATRICE, AMERY STREET

(Street)
SLIEMA O1 SLM1707

(City) (State) (Zip)
2. Date of Event Requiring Statement (Month/Day/Year)
06/17/2021
3. Issuer Name and Ticker or Trading Symbol
ATAI Life Sciences N.V. [ ATAI ]
4. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
Director X 10% Owner
Officer (give title below) Other (specify below)
5. If Amendment, Date of Original Filed (Month/Day/Year)
06/17/2021
6. Individual or Joint/Group Filing (Check Applicable Line)
Form filed by One Reporting Person
X Form filed by More than One Reporting Person
Table I - Non-Derivative Securities Beneficially Owned
1. Title of Security (Instr. 4) 2. Amount of Securities Beneficially Owned (Instr. 4) 3. Ownership Form: Direct (D) or Indirect (I) (Instr. 5) 4. Nature of Indirect Beneficial Ownership (Instr. 5)
Common Shares 27,805,200(1) I By Apeiron Investment Group Ltd.(2)
Table II - Derivative Securities Beneficially Owned
(e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security (Instr. 4) 2. Date Exercisable and Expiration Date (Month/Day/Year) 3. Title and Amount of Securities Underlying Derivative Security (Instr. 4) 4. Conversion or Exercise Price of Derivative Security 5. Ownership Form: Direct (D) or Indirect (I) (Instr. 5) 6. Nature of Indirect Beneficial Ownership (Instr. 5)
Date Exercisable Expiration Date Title Amount or Number of Shares
Convertible Notes (3) (3) Common Shares 2,367,200(4) (5) I By Apeiron Investment Group Ltd.(2)
1. Name and Address of Reporting Person*
Apeiron Investment Group Ltd.

(Last) (First) (Middle)
66 & 67, BEATRICE, AMERY STREET

(Street)
SLIEMA O1 SLM1707

(City) (State) (Zip)

Relationship of Reporting Person(s) to Issuer
Director X 10% Owner
Officer (give title below) Other (specify below)
1. Name and Address of Reporting Person*
Presight II, LP

(Last) (First) (Middle)
66 & 67, BEATRICE, AMERY STREET

(Street)
SLIEMA O1 SLM1707

(City) (State) (Zip)

Relationship of Reporting Person(s) to Issuer
Director X 10% Owner
Officer (give title below) Other (specify below)
Explanation of Responses:
1. The reporting persons' original Form 3 and subsequently filed Form 4 inadvertently understated this amount by 8,320,000 shares.
2. Apeiron Investment Group Ltd. is the co-managing member of Presight Capital Management I, LLC, which is the general partner of Presight II, L.P. Therefore, Apeiron Investment Group Ltd. may be deemed to share beneficial ownership of the Common Shares held by Presight II, L.P. Apeiron Investment Group Ltd. is owned and controlled by Christian Angermayer. Mr. Angermayer may be deemed to have beneficial ownership over the shares held by Apeiron Investment Group Ltd. and Presight II, L.P.
3. The Convertible Notes are currently exercisable and will mature on September 30, 2025.
4. The reporting persons' original Form 3 inadvertently overstated this amount by 5,952,800 shares.
5. The conversion price for the Convertible Notes is Euro 17.00 per share.
Remarks:
Apeiron Investment Group Ltd., By: /s/ Ryan Barrett, Attorney-in-fact 08/25/2021
Presight II, L.P., By: Presight Capital Management I, LLC, its general partner, By: Apeiron Investment Group Ltd., its co-managing member, By: /s/ Ryan Barrett, Attorney-in-fact 08/25/2021
** Signature of Reporting Person Date
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
* If the form is filed by more than one reporting person, see Instruction 5 (b)(v).
** Intentional misstatements or omissions of facts constitute Federal Criminal Violations See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a).
Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure.
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