SCHEDULE 13D/A: Major Shareholder AyurMaya Capital Backs ALUMIS INC. Merger with ACELYRIN

AyurMaya Capital Management Company, LP, a significant shareholder in ALUMIS INC., has formally agreed to vote its 22.5% stake in favor of ALUMIS's proposed merger with ACELYRIN, Inc.

Summary

• This is Amendment No. 1 to the Schedule 13D filed by AyurMaya Capital Management Company, LP and David E. Goel regarding their beneficial ownership in ALUMIS INC.
• On February 6, 2025, ALUMIS INC. entered into an Agreement and Plan of Merger (the "Merger Agreement") with ACELYRIN, Inc. and Arrow Merger Sub, Inc., where ACELYRIN will become a direct wholly-owned subsidiary of ALUMIS INC.
• In connection with the merger, AyurMaya Capital Management Company, LP (referred to as the "Investment Manager") entered into a Voting and Support Agreement with ALUMIS INC.
• Under the Voting Agreement, the Investment Manager has committed to vote all of its shares of Common Stock in favor of the adoption of the Merger Agreement and related transactions.
• The Investment Manager also agreed to vote against any competing acquisition proposals or actions that could impede, interfere with, delay, discourage, adversely affect, or inhibit the timely consummation of the transactions contemplated by the Merger Agreement.
• As of January 31, 2025, the Reporting Persons beneficially own 10,645,966 shares of ALUMIS INC. Common Stock, representing 22.5% of the 47,222,419 shares outstanding.
• No transactions in ALUMIS INC. Common Stock have been effected by the Reporting Persons in the past sixty days.

Sentiment

Score: 7

Explanation: The sentiment is positive because a major shareholder is formally committing to support a strategic merger, which reduces uncertainty and signals confidence in the transaction's completion. While not a financial performance update, it's a strong indicator for a corporate event.

Positives

• A significant shareholder, AyurMaya Capital Management Company, LP, holding 22.5% of outstanding shares, has formally committed to supporting the proposed merger with ACELYRIN, Inc., indicating strong internal alignment for the transaction.
• The Voting and Support Agreement reduces uncertainty regarding shareholder approval for the merger, potentially streamlining the process and increasing the likelihood of successful completion.

Risks

• The Voting Agreement outlines that the Investment Manager will vote against any action, proposal, transaction, or agreement which could reasonably be expected to impede, interfere with, delay, discourage, adversely affect, or inhibit the timely consummation of the transactions contemplated by the Merger Agreement, implying potential risks if such actions were to arise.

Future Outlook

The document indicates a clear path towards the consummation of the merger between ALUMIS INC. and ACELYRIN, Inc., with a significant shareholder formally committing their support. This suggests an expectation of the transaction proceeding as planned, subject to other customary closing conditions.

Management Comments

• The document primarily details the terms of the Voting and Support Agreement, reflecting the commitment of the Investment Manager (AyurMaya Capital Management Company, LP) to vote in favor of the merger and against any impeding actions.

Industry Context

This filing is consistent with typical M&A activity in the biotechnology or pharmaceutical sector, where strategic mergers are common for consolidating pipelines, expanding market reach, or achieving synergies. The formal support from a major institutional investor like AyurMaya Capital is a positive signal for the successful completion of such transactions, which are often subject to shareholder approval.

Corporate Governance

Related Party Transactions

• The Voting and Support Agreement between ALUMIS INC. and AyurMaya Capital Management Company, LP, a significant shareholder, can be considered a related party transaction due to the substantial ownership stake and the agreement's influence on the merger outcome.

Stakeholder Impact

• Shareholders: The formal support from a major shareholder reduces uncertainty regarding the merger's approval, potentially stabilizing or positively influencing share price in the short term. Shareholders will need to vote on the merger.
• Management: The agreement provides management with greater certainty regarding the successful execution of the merger, allowing them to focus on integration planning.
• ACELYRIN, Inc.: The merger will result in ACELYRIN becoming a wholly-owned subsidiary of ALUMIS INC., impacting its operational and strategic autonomy.

Next Steps

• Shareholders of ALUMIS INC. will be required to vote on the adoption of the Merger Agreement and approval of the transactions contemplated thereby.
• ACELYRIN, Inc. will become a direct wholly-owned subsidiary of ALUMIS INC. upon completion of the merger.

Key Dates

Keywords

ALUMIS INC., ACELYRIN Inc., Merger Agreement, Voting Agreement, Schedule 13D, Shareholder Support, Corporate Acquisition, Biotechnology Merger, Investment Management, Common Stock