Form 4: AyurMaya Capital Boosts Alumis Inc. Stake to Over 15 Million Shares Post-Merger

AyurMaya Capital Management Company, LP and David E. Goel have reported a significant increase in their beneficial ownership of Alumis Inc. common stock, acquiring over 4.4 million shares as part of a merger agreement.

Summary

• AyurMaya Capital Management Company, LP and David E. Goel, identified as a Director and 10% Owner of Alumis Inc. (ALMS), reported changes in their beneficial ownership.
• On May 21, 2025, AyurMaya Capital Management Fund, LP (the 'AyurMaya Fund') acquired an estimated 4,493,741 shares of Alumis Inc. Common Stock.
• This acquisition was made pursuant to an Agreement and Plan of Merger, as amended on April 20, 2025, between ACELYRIN, Inc. and Alumis Inc.
• The shares were issued to the AyurMaya Fund in exchange for 9,334,735 shares of ACELYRIN common stock on the effective date of the merger.
• Following this transaction, the AyurMaya Fund indirectly beneficially owns an estimated total of 15,139,707 shares of Alumis Inc. Common Stock.
• The reporting persons stated they would file an amendment if the actual number of shares issued differs materially from the reported estimate.
• David E. Goel serves as the managing member of AyurMaya Capital Management Company GP, LLC, the general partner of the Investment Manager.
• AyurMaya Capital Management Company, LP may be deemed a director by deputization due to Mr. Alan Colowick, an affiliate's Senior Managing Director, serving on the Issuer's board.

Sentiment

Score: 7

Explanation: The document indicates a significant increase in beneficial ownership by a major institutional investor following a merger, which is generally a positive signal of strategic positioning and potential long-term commitment, despite being a transaction-driven event rather than a direct investment.

Positives

• A significant institutional investor, AyurMaya Capital, has substantially increased its stake in Alumis Inc., potentially signaling confidence in the company's future post-merger.
• The transaction consolidates ownership, which can lead to more stable governance and strategic alignment.

Risks

• The reported number of shares acquired is an estimate, and an amendment will be filed if the actual number differs materially, which could introduce uncertainty regarding the final ownership stake.

Future Outlook

The reporting persons anticipate filing an amendment to this Form 4 if the actual number of Common Stock shares issued differs in any material respect from the estimated number reported.

Management Comments

• "The filing of this statement shall not be deemed an admission that either of the Reporting Persons is the beneficial owner of the securities reported herein for purposes of Section 16 of the Securities Act of 1934, as amended, or otherwise. Each of the Reporting Persons expressly disclaims beneficial ownership of the securities reported herein except to the extent of its or his pecuniary interest therein, if any."

Industry Context

This filing reflects the ongoing consolidation and strategic realignments within the biotechnology or pharmaceutical sector, as evidenced by the merger between ACELYRIN, Inc. and Alumis Inc. Such transactions often lead to significant shifts in institutional ownership and capital structure.

Stakeholder Impact

• Shareholders: The increased stake by a significant institutional investor like AyurMaya Capital could be viewed positively, potentially signaling confidence in the company's post-merger prospects and stability in the shareholder base.

Next Steps

• Reporting Persons will file an amendment to this Form 4 if the actual number of Common Stock shares issued differs materially from the estimated number reported.

Key Dates

Recommendation

Keywords

ALUMIS INC., ALMS, SEC Form 4, beneficial ownership, insider ownership, merger agreement, ACELYRIN Inc., AyurMaya Capital Management, David E. Goel, common stock, institutional investment