Variable Interest Entities

9 Months Ended

Sep. 30, 2025

Organization, Consolidation and Presentation of Financial Statements [Abstract]

5. Variable Interest Entities

Consolidated VIEs

At each reporting period, the Company reassesses whether it remains the primary beneficiary for Variable Interest Entities (“VIEs”) consolidated under the VIE model.

The entities consolidated by the Company are comprised of wholly and partially owned entities for which the Company is the primary beneficiary under the VIE model as the Company has (i) the power to direct the activities that most significantly impact the VIE’s economic performance and (ii) the obligation to absorb losses that could potentially be significant to the VIE, or the right to receive benefits from the VIE that could potentially be significant to the VIE. The results of operations of the consolidated entities are included within the Company’s unaudited condensed consolidated financial statements from the date of acquisition to September 30, 2025.

As of September 30, 2025 and December 31, 2024, the Company has accounted for the following consolidated investments as VIEs:


Consolidated Entities	Relationship as of September 30, 2025	Relationship as of December 31, 2024	Date Control Obtained	Ownership % September 30, 2025	Ownership % December 31, 2024
Perception Neuroscience Holdings, Inc.	Controlled VIE	Controlled VIE	November 2018	59.2%	59.2%
Recognify Life Sciences, Inc.	Controlled VIE	Controlled VIE	November 2020	51.9%	51.9%

As of September 30, 2025 and December 31, 2024, the assets of the consolidated VIEs can only be used to settle the obligations of the respective VIEs. The liabilities of the consolidated VIEs are obligations of the respective VIEs and their creditors have no recourse to the general credit or assets of atai.

Consolidated VIE Balance Sheets

The following table presents the assets and liabilities (excluding intercompany balances that were eliminated in consolidation) for all VIEs as of September 30, 2025 (in thousands):


	Perception		Recognify
Assets:
Current assets:
Cash	$	93	$	892
Accounts receivable		—		—
Prepaid expenses and other current assets		88		389
Total current assets		181		1,281
Total assets	$	181	$	1,281
Liabilities:
Current liabilities:
Accounts payable	$	648	$	29
Accrued liabilities		172		375
Other current liabilities		20		1
Total current liabilities		840		405
Total liabilities	$	840	$	405

The following table presents the assets and liabilities (excluding intercompany balances that were eliminated in consolidation) for all consolidated VIEs as of December 31, 2024 (in thousands):


	Perception		Recognify
Assets:
Current assets:
Cash	$	31	$	819
Accounts receivable		261		—
Prepaid expenses and other current assets		88		40
Total current assets		380		859
Total assets	$	380	$	859
Liabilities:
Current liabilities:
Accounts payable	$	276	$	221
Accrued liabilities		195		961
Other current liabilities		83		4
Total current liabilities		554		1,186
Total liabilities	$	554	$	1,186

Noncontrolling Interests

The Company recognizes noncontrolling interests related to its consolidated VIEs and provides a roll forward of the noncontrolling interests balance, as follows (in thousands):


	Perception
Balance as of December 31, 2024	$	256
Net loss attributable to noncontrolling interests - preferred		(34	)
Comprehensive loss attributable to noncontrolling interests		(2	)
Balance as of March 31, 2025	$	221
Net loss attributable to noncontrolling interests - preferred		(17	)
Comprehensive loss attributable to noncontrolling interests		(17	)
Balance as of June 30, 2025	$	187
Net loss attributable to noncontrolling interests - preferred		(24	)
Comprehensive loss attributable to noncontrolling interests		(6	)
Balance as of September 30, 2025	$	157


	Perception			Kures			Recognify			Total
Balance as of December 31, 2023	$	428		$	369		$	557		$	1,354
Net loss attributable to noncontrolling interests - preferred		(100	)		(25	)		(539	)		(665	)
Comprehensive income attributable to noncontrolling interests		17			7			—			24
Balance as of March 31, 2024	$	345		$	350		$	18		$	713
Net loss attributable to noncontrolling interests - preferred		(36	)		(4	)		(18	)		(57	)
Comprehensive loss attributable to noncontrolling interests		(9	)		(4	)		—			(13	)
Balance as of June 30, 2024	$	300		$	343		$	—		$	643
Net income (loss) attributable to noncontrolling interests - preferred		(38	)		13			—			(25	)
Comprehensive loss attributable to noncontrolling interests		(15	)		(6	)		—			(22	)
Balance as of September 30, 2024	$	247		$	349		$	—		$	596

Non-consolidated VIEs

The Company evaluated the nature of its investments in Innoplexus AG (“Innoplexus”) and Beckley Psytech (collectively “non-consolidated VIEs”) and determined that the investments are VIEs as of the date of the Company’s initial investment through September 30, 2025. The Company is not the primary beneficiary of the non-consolidated VIEs as it did not have the power to direct the activities that most significantly impact the investments’ economic performance and therefore concluded that it did not have a controlling financial interest in each of the non-consolidated VIEs that would require consolidation as of September 30, 2025 and December 31, 2024.

The Company will reevaluate if the investments meet the definition of a VIE upon the occurrence of specific reconsideration events. The Company accounted for these investments under either the equity method, fair value option, or the measurement alternative included within ASC 321 (See Note 6). As of September 30, 2025, the Company’s maximum exposure to loss for its non-consolidated VIEs was its $10.2 million of Short-term notes receivable - related party, net with Beckley Psytech (see Note 7). As of December 31, 2024, the Company’s maximum exposure for its non-consolidated VIEs was $10.0 million of Short-term restricted cash for the purchase of Beckley Deferred Shares (as defined and described in Note 6).

Atai Beckley N.V. 10-Q