AtaiBeckley Inc. 8-K

What Happened

• AtaiBeckley Inc. filed a Current Report on Form 8-K to provide unaudited pro forma condensed combined financial information that reflects ATAI Beckley N.V.’s acquisition of Beckley Psytech Limited and related transactions. The pro forma information covers the year ended December 31, 2025.
• The share purchase agreement (SPA) was originally dated June 2, 2025 (amended by a Side Letter Deed dated October 23, 2025). The acquisition transaction was consummated on November 5, 2025. On December 30, 2025, ATAI Beckley N.V. changed its domicile from the Netherlands to Delaware, and AtaiBeckley Inc. became the successor issuer under Rule 12g‑3(a).

Key Details

• SPA and amendment dates: June 2, 2025 (SPA) and October 23, 2025 (Side Letter Deed amendment).
• Transaction closing: Beckley Psytech acquisition closed on November 5, 2025.
• Corporate domicile change and successor issuer: December 30, 2025 (Netherlands → Delaware; AtaiBeckley Inc. successor issuer).
• Unaudited pro forma condensed combined financial information for the year ended December 31, 2025 is attached to the filing (Exhibit 99.1) and is presented for illustrative purposes only.

Why It Matters

• The filing gives investors a combined, pro forma view of AtaiBeckley’s financial position and results as if the Beckley Psytech acquisition and related transactions had occurred during the reported period, which can help when assessing potential impacts on revenue, earnings and balance sheet metrics.
• Investors should note the pro forma information is unaudited and illustrative, and the company warns it may not reflect what actual historical results would have been. The December domicile change and successor issuer status may also affect reporting and regulatory posture going forward.