Statement of Ownership (sc 13g)
March 01 2022 - 4:48PM
Edgar (US Regulatory)
UNITED
STATES
SECURITIES
AND EXCHANGE COMMISSION
Washington,
D.C. 20549
SCHEDULE
13G
Under
the Securities Exchange Act of 1934
(Amendment
No. )*
ATAI
Life Sciences N.V.
(Name
of Issuer)
Common
Shares
(Title
of Class of Securities)
N0731H103
(CUSIP
Number)
December
31, 2021
(Date
of Event Which Requires Filing of this Statement)
Check
the appropriate box to designate the rule pursuant to which this Schedule 13G is filed:
☐
Rule 13d-1(b)
☐
Rule 13d-1(c)
☒
Rule 13d-1(d)
*The
remainder of this cover page shall be filled out for a reporting person’s initial filing on this form with respect to the subject
class of securities, and for any subsequent amendment containing information which would alter the disclosures provided in a prior cover
page.
The
information required in the remainder of this cover page shall not be deemed to be filed for the purpose of Section 18 of the Securities
Exchange Act of 1934 (“Act”) or otherwise subject to the liabilities of that section of the Act but shall be subject to all
other provisions of the Act (however, see the Notes).
CUSIP
No. N0731H103
(1) |
Names
of reporting persons:
Galaxy
Group Funding (ECI) (U) LLC |
(2) |
Check
the appropriate box if a member of a group (see instructions)
(a)
☐
(b)
☐ |
(3) |
SEC
use only
|
(4) |
Citizenship
or place of organization:
Delaware |
Number
of
shares
beneficially
owned
by
each
reporting
person
with |
(5) |
Sole
voting power:
0 |
(6) |
Shared
voting power:
10,796,736 |
(7) |
Sole
dispositive power:
0 |
(8) |
Shared
dispositive power:
10,796,736 |
(9) |
Aggregate
amount beneficially owned by each reporting person:
10,796,736 |
(10) |
Check
if the aggregate amount in row (9) excludes certain shares (see instructions):
☐ |
(11) |
Percent
of class represented by amount in row (9):
6.7% |
(12) |
Type
of reporting person (see instructions):
OO |
CUSIP
No. N0731H103
(1) |
Names
of reporting persons:
Galaxy
Group Investments LLC |
(2) |
Check
the appropriate box if a member of a group (see instructions)
(a)
☐
(b)
☐ |
(3) |
SEC
use only
|
(4) |
Citizenship
or place of organization:
Delaware |
Number
of
shares
beneficially
owned
by
each
reporting
person
with |
(5) |
Sole
voting power:
0 |
(6) |
Shared
voting power:
10,796,736 |
(7) |
Sole
dispositive power:
0 |
(8) |
Shared
dispositive power:
10,796,736 |
(9) |
Aggregate amount beneficially owned by each reporting person:
10,796,736 |
(10) |
Check if the aggregate amount in row (9) excludes certain shares
(see instructions):
☐ |
(11) |
Percent of class represented by amount in row (9):
6.7% |
(12) |
Type of reporting person (see instructions):
OO |
CUSIP
No. N0731H103
(1) |
Names
of reporting persons:
Michael
E. Novogratz |
(2) |
Check
the appropriate box if a member of a group (see instructions)
(a)
☐
(b)
☐ |
(3) |
SEC
use only
|
(4) |
Citizenship
or place of organization:
Delaware |
Number
of
shares
beneficially
owned
by
each
reporting
person
with |
(5) |
Sole
voting power:
0 |
(6) |
Shared
voting power:
10,796,736 |
(7) |
Sole
dispositive power:
0 |
(8) |
Shared
dispositive power:
10,796,736 |
(9) |
Aggregate
amount beneficially owned by each reporting person:
10,796,736 |
(10) |
Check
if the aggregate amount in row (9) excludes certain shares (see instructions):
☐ |
(11) |
Percent
of class represented by amount in row (9):
6.7% |
(12) |
Type
of reporting person (see instructions):
IN |
Item
1(a). Name of issuer:
ATAI
Life Sciences N.V. (the “Issuer”)
Item
1(b). Address of issuer’s principal executive offices:
ATAI
Life Sciences N.V. c/o Mindspace
Krausenstraße
9-10
Berlin,
Germany
Item
2(a). Name of person filing:
This
Schedule 13G is being filed by: (i) Galaxy Group Funding (ECI) (U) LLC, a Delaware limited liability company (“GGF”), (ii)
Galaxy Group Investments LLC, a Delaware limited liability company (“GGI”), and (iii) Michael E. Novogratz (all of the foregoing,
collectively, the “Reporting Persons”). GGF is the holder of record of the Common Shares reported in this Schedule 13G. GGI
is the manager of GGF and Michael E. Novogratz is the manager of GGI. GGI and Michael E. Novogratz may be deemed to share beneficial
ownership of the Common Shares held of record by GGF.
Item
2(b). Address of principal business office or, if none, residence:
The
principal business office of the Reporting Persons is:
107
Grand Street, 7th Floor
New
York, NY 10013
Item
2(c). Citizenship:
GGF
and GGI are limited liability companies organized in Delaware.
Michael
E. Novogratz is a United States citizen.
Item
2(d). Title of Class of Securities:
Common
Shares, par value €0.10 per share (“Common Shares”)
Item
2(e). CUSIP No.:
N0731H103
Item
3.
Not
Applicable.
Item
4. Ownership
The
ownership information below represents beneficial ownership by the Reporting Persons of the Common Shares of the Issuer as of December
31, 2021, based upon 160,297,952 Common Shares outstanding as of November 1, 2021, as reported by the Issuer in its Quarterly Report
on Form 10-Q for the period ended September 30, 2021 filed with the Securities and Exchange Commission on November 15, 2021.
Item
5. Ownership of Five Percent or Less of a Class
Not
Applicable.
Item
6. Ownership of More Than Five Percent on Behalf of Another Person
Not
Applicable.
Item
7. Identification and Classification of the Subsidiary Which Acquired the Security Being Reported on by the Parent Holding Company or
Control Person
Not
Applicable.
Item
8. Identification and Classification of Members of the Group
Not
Applicable.
Item
9. Notice of Dissolution of Group
Not
Applicable.
Item
10. Certification
Not
Applicable.
EXHIBIT
INDEX
SIGNATURE
After
reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete
and correct.
|
Galaxy
Group Funding (ECI) (U) LLC |
|
|
|
February
22, 2022 |
By: |
/s/
Vincent Barbuto |
|
Name: |
Vincent
Barbuto |
|
Title: |
Chief
Financial Officer |
|
|
|
|
Galaxy
Group Investments LLC |
|
|
|
February
22, 2022 |
By: |
/s/
Vincent Barbuto |
|
Name: |
Vincent
Barbuto |
|
Title: |
Chief
Financial Officer |
|
|
|
February
22, 2022 |
By: |
/s/
Michael E. Novogratz |
|
Name: |
Michael
E. Novogratz |
Attention:
Intentional misstatements or omissions of fact constitute Federal criminal violations (See 18 U.S.C. 1001)
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