M&A - ACCESS INDUSTRIES MANAGEMENT, LLC

Form Type: SCHEDULE 13D/A

Filing Date: 2025-05-23

Corporate Action: Merger

Type: Update

Accession Number: 000095017025076892

Filing Summary: Amendment No. 2 to Schedule 13D is filed by Access Industries Management, LLC, Access Industries Holdings LLC, AI ACEL LLC, and Len Blavatnik regarding common stock of ACELYRIN, INC. This amendment serves as an exit filing as the Reporting Persons completed a merger on May 21, 2025 per the Merger Agreement dated February 6, 2025. The Issuer merged with Alumis Inc. and resulted in the Issuer becoming a wholly owned subsidiary of Alumis. Each share of ACELYRIN, INC. common stock was converted into 0.4814 shares of Alumis common stock and cash for fractional shares. Post-merger, the Reporting Persons ceased to hold more than five percent of the Issuer's common stock and informed Nasdaq to suspend trading and requested delisting. The merger finalized the Reporting Persons' ownership and reporting obligations under applicable laws.

Form Type: SCHEDULE 13D/A

Filing Date: 2025-02-10

Corporate Action: Merger

Type: Update

Accession Number: 000095017025017188

Filing Summary: Access Industries Management, LLC and affiliated entities filed Amendment No. 1 to Schedule 13D on February 10, 2025, to disclose the acquisition of common stock of ACELYRIN, INC. and to report the execution of a Merger Agreement. On February 6, 2025, ACELYRIN, INC., Alumis Inc., and Arrow Merger Sub, Inc. entered into a Merger Agreement, where Merger Sub will merge into ACELYRIN, allowing ACELYRIN to become a wholly owned subsidiary of Alumis. As part of the merger, each share of ACELYRIN's Common Stock will convert into 0.4274 shares of Alumis Common Stock. The agreement anticipates stockholder ownership of approximately 45% for ACELYRIN and 55% for Alumis post-merger. The merger is contingent upon stockholder approval and satisfaction of certain conditions, including the effectiveness of a registration statement with the SEC. Voting Agreements have been established to facilitate the approval of the merger, where stockholders, including AI ACEL, will support the merger and related transactions.