8-A12B

ATAI Life Sciences B.V.

Date: June 14, 2021

/s/ Florian Brand

Florian Brand

Chief Executive Officer

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 8-A

FOR REGISTRATION OF CERTAIN CLASSES OF SECURITIES

PURSUANT TO SECTION 12(b) OR 12(g) OF THE

SECURITIES EXCHANGE ACT OF 1934

ATAI Life Sciences B.V.^*

(Exact name of registrant as specified in its charter)

The Netherlands

Not Applicable

(State of incorporation

or organization)

(I.R.S. Employer

Identification No.)

ATAI Life Sciences B.V.

c/o Mindspace

Krausenstraße 9-10

Berlin, Germany

10117

(Address of principal executive offices)

(Zip Code)

Securities to be registered pursuant to Section 12(b) of the Act:

Title of each class

to be so registered

Name of each exchange on which

each class is to be registered

Common Shares, par value €0.10 per share

The Nasdaq Stock Market LLC

If this form relates to the registration of a class of securities pursuant to Section 12(b) of the Exchange Act and is effective pursuant to General Instruction A.(c) or (e), check the following box. ☒

If this form relates to the registration of a class of securities pursuant to Section 12(g) of the Exchange Act and is effective pursuant to General Instruction A.(d) or (e), check the following box. ☐

If this form relates to the registration of a class of securities concurrently with a Regulation A offering, check

the following box. ☐

Securities Act registration statement or Regulation A offering statement file number to which this form relates: 333-255383

Securities to be registered pursuant to Section 12(g) of the Act: None

^(*)

We intend to convert the legal form of our company under Dutch law from a private company with limited liability (besloten vennootschap met beperkte aansprakelijkheid) to a public company (naamloze vennootschap) and to change our name from ATAI Life Sciences B.V. to ATAI Life Sciences N.V. prior to the closing of the offering of common shares.

Item 1. Description of Registrant’s Securities to be Registered.

A description of the common shares, par value €0.10 per share, to be registered hereunder is set forth under the caption “Description of Share Capital and Articles of Association” in the prospectus that constitutes a part of the Registrant’s Registration Statement on Form S-1, File No. 333-255383 (the “Registration Statement”), initially filed with the U.S. Securities and Exchange Commission under the Securities Act of 1933, as amended (the “Securities Act”) on April 20, 2021, as subsequently amended by any amendments to such Registration Statement and by any form of prospectus filed pursuant to Rule 424(b) under the Securities Act in connection with such Registration Statement. Such Registration Statement, as amended, and any form of prospectus filed pursuant to Rule 424(b) under the Securities Act that includes such description, are hereby incorporated by reference herein.

Item 2. Exhibits.

Under the Instructions as to Exhibits with respect to Form 8-A, no exhibits are required to be filed because no other securities of the Registrant are registered on The Nasdaq Stock Market LLC and the securities registered hereby are not being registered pursuant to Section 12(g) of the Securities Exchange Act of 1934, as amended.

SIGNATURE

Pursuant to the requirements of Section 12 of the Securities Exchange Act of 1934, the registrant has duly caused this registration statement to be signed on its behalf by the undersigned, thereto duly authorized.