Amendment: SEC Form SCHEDULE 13D/A filed by ACELYRIN INC.
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549 |
SCHEDULE 13D
Under the Securities Exchange Act of 1934
(Amendment No. 2)
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ACELYRIN, INC. (Name of Issuer) |
Common Stock, $0.00001 par value (Title of Class of Securities) |
00445A100 (CUSIP Number) |
Alejandro Moreno Access Industries, Inc., 40 West 57th St., 28th Floor New York, NY, 10019 (212) 247-6400 Langhorne S. Perrow Access Industries, Inc., 40 West 57th St., 28th Floor New York, NY, 10019 (212) 247-6400 Nicholas P. Pellicani Debevoise & Plimpton LLP, The Northcliffe, 28 Tudor Street London, X0, EC4Y 0AY 44 20 7786 9000 (Name, Address and Telephone Number of Person Authorized to Receive Notices and Communications) |
05/21/2025 (Date of Event Which Requires Filing of This Statement) |

SCHEDULE 13D
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CUSIP No. | 00445A100 |
1 |
Name of reporting person
Access Industries Management, LLC | ||||||||
2 | Check the appropriate box if a member of a Group (See Instructions)
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3 | SEC use only | ||||||||
4 |
Source of funds (See Instructions)
AF | ||||||||
5 |
Check if disclosure of legal proceedings is required pursuant to Items 2(d) or 2(e)
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6 | Citizenship or place of organization
DELAWARE
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Number of Shares Beneficially Owned by Each Reporting Person With: |
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11 | Aggregate amount beneficially owned by each reporting person
0.00 | ||||||||
12 | Check if the aggregate amount in Row (11) excludes certain shares (See Instructions)
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13 | Percent of class represented by amount in Row (11)
0 % | ||||||||
14 | Type of Reporting Person (See Instructions)
OO |
SCHEDULE 13D
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CUSIP No. | 00445A100 |
1 |
Name of reporting person
Access Industries Holdings LLC | ||||||||
2 | Check the appropriate box if a member of a Group (See Instructions)
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3 | SEC use only | ||||||||
4 |
Source of funds (See Instructions)
AF | ||||||||
5 |
Check if disclosure of legal proceedings is required pursuant to Items 2(d) or 2(e)
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6 | Citizenship or place of organization
DELAWARE
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Number of Shares Beneficially Owned by Each Reporting Person With: |
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11 | Aggregate amount beneficially owned by each reporting person
0.00 | ||||||||
12 | Check if the aggregate amount in Row (11) excludes certain shares (See Instructions)
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13 | Percent of class represented by amount in Row (11)
0 % | ||||||||
14 | Type of Reporting Person (See Instructions)
OO |
SCHEDULE 13D
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CUSIP No. | 00445A100 |
1 |
Name of reporting person
AI ACEL LLC | ||||||||
2 | Check the appropriate box if a member of a Group (See Instructions)
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3 | SEC use only | ||||||||
4 |
Source of funds (See Instructions)
AF | ||||||||
5 |
Check if disclosure of legal proceedings is required pursuant to Items 2(d) or 2(e)
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6 | Citizenship or place of organization
DELAWARE
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Number of Shares Beneficially Owned by Each Reporting Person With: |
| ||||||||
11 | Aggregate amount beneficially owned by each reporting person
0.00 | ||||||||
12 | Check if the aggregate amount in Row (11) excludes certain shares (See Instructions)
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13 | Percent of class represented by amount in Row (11)
0 % | ||||||||
14 | Type of Reporting Person (See Instructions)
OO |
SCHEDULE 13D
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CUSIP No. | 00445A100 |
1 |
Name of reporting person
Len Blavatnik | ||||||||
2 | Check the appropriate box if a member of a Group (See Instructions)
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3 | SEC use only | ||||||||
4 |
Source of funds (See Instructions)
AF | ||||||||
5 |
Check if disclosure of legal proceedings is required pursuant to Items 2(d) or 2(e)
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6 | Citizenship or place of organization
UNITED STATES
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Number of Shares Beneficially Owned by Each Reporting Person With: |
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11 | Aggregate amount beneficially owned by each reporting person
0.00 | ||||||||
12 | Check if the aggregate amount in Row (11) excludes certain shares (See Instructions)
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13 | Percent of class represented by amount in Row (11)
0 % | ||||||||
14 | Type of Reporting Person (See Instructions)
IN |
SCHEDULE 13D
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Item 1. | Security and Issuer | |
(a) | Title of Class of Securities:
Common Stock, $0.00001 par value | |
(b) | Name of Issuer:
ACELYRIN, INC. | |
(c) | Address of Issuer's Principal Executive Offices:
4149 Liberty Canyon Road, Agoura Hills,
CALIFORNIA
, 91301. | |
Item 1 Comment:
This Amendment No. 2 to Schedule 13D is being filed by Access Industries Management, LLC ("AIM"), Access Industries Holdings LLC ("AIH"), AI ACEL LLC ("AI ACEL"), and Len Blavatnik (collectively, the "Reporting Persons", and each, a "Reporting Person") in respect of common stock, $0.00001 par value per share (the "Common Stock"), of ACELYRIN, INC. (the "Issuer").
The Schedule 13D filed by the Reporting Persons with the SEC on May 19, 2023 (the "Schedule"), as amended and supplemented by Amendment No. 1 to the Schedule 13D filed by the Reporting Persons with the SEC on February 10, 2025, is hereby amended and supplemented by the Reporting Persons as set forth below in this Amendment No. 2. This amendment is filed by the Reporting Persons in accordance with Rule 13d-2 of the Securities Exchange Act of 1934, as amended (the "Exchange Act"), and refers only to information that has materially changed since the filing of the Schedule. The items identified below, or the particular paragraphs of such items which are identified below, are amended as set forth below. Unless otherwise indicated, all capitalized terms used and not defined herein have the respective meanings assigned to them in the Schedule. This Amendment No. 2 is the final amendment to the Schedule and is an exit filing for the Reporting Persons. | ||
Item 4. | Purpose of Transaction | |
The information set forth in Item 4 of the Schedule 13D is hereby supplemented to include the following information:
On May 21, 2025, pursuant to the Agreement and Plan of Merger, dated as of February 6, 2025, as amended on April 20, 2025 (as amended, the "Merger Agreement"), by and among the Issuer, Alumis Inc., a Delaware corporation ("Alumis") and Arrow Merger Sub, Inc., a Delaware corporation and a wholly owned subsidiary of Alumis ("Merger Sub"), the Issuer completed its merger with Merger Sub, whereby Merger Sub merged with and into the Issuer, in accordance with the General Corporation Law of the State of Delaware, with the Issuer continuing as the surviving corporation and as a wholly owned subsidiary of Alumis (the "Merger").
In connection with the Merger, and upon the terms and subject to the conditions set forth in the Merger Agreement, at the effective time of the Merger (the "Effective Time"), each share of Common Stock issued and outstanding was converted into the right to receive 0.4814 shares of voting common stock of Alumis, par value $0.0001 per share, and cash in lieu of any fractional shares.
At the Effective Time, each holder of Common Stock outstanding immediately prior to the Effective Time ceased to have any rights as a stockholder of the Issuer other than the right to receive the consideration for such stockholder's shares of Common Stock under the Merger Agreement. In connection with the closing of the Merger, on May 21, 2025, the Issuer (i) notified The Nasdaq Stock Market LLC ("Nasdaq") that the Merger had been completed and (ii) requested that Nasdaq suspend trading of the Common Stock, effective as of the open of business on May 21, 2025, and filed with the SEC a Form 25, Notification of Removal from Listing and/or Registration, to delist all Common Stock from Nasdaq and deregister the Common Stock under Section 12(b) of the Exchange Act. The Issuer also intends to file a Certification and Notice of Termination of Registration on Form 15 with the SEC requesting the termination of registration of the Common Stock under Section 12(g) of the Exchange Act and the suspension of the Issuer's reporting obligations under Sections 13 and 15(d) of the Exchange Act.
As a result of the Merger, on May 21, 2025, each of the Reporting Persons ceased to be the beneficial owner of more than five percent of Common Stock. | ||
Item 5. | Interest in Securities of the Issuer | |
(a) | The information set forth in Item 5(a) of Schedule 13D is hereby amended and restated as follows:
The responses of each of the Reporting Persons with respect to Rows 11, 12, and 13 of the cover pages of this Schedule 13D that relate to the aggregate number and percentage of Common Stock (including but not limited to footnotes to such information) are incorporated herein by reference. | |
(b) | The information set forth in Item 5(b) of Schedule 13D is hereby amended and restated as follows:
The responses of each of the Reporting Persons with respect to Rows 7, 8, 9, and 10 of the cover pages of this Schedule 13D that relate to the number of Common Stock as to which each of the persons or entities referenced in Item 2 above has sole or shared power to vote or to direct the vote of and sole or shared power to dispose of or to direct the disposition of (including but not limited to footnotes to such information) are incorporated herein by reference.
As a result of the Merger, on May 21, 2025, none of the Reporting Persons holds any shares of Common Stock. | |
(c) | The information set forth in Item 5(c) of Schedule 13D is hereby supplemented to incorporate by reference the information set forth in Item 4 above. | |
(d) | On May 21, 2025, each of the Reporting Persons ceased to be the beneficial owner of more than five percent of Common Stock. | |
Item 7. | Material to be Filed as Exhibits. | |
99.7 Joint Filing Agreement, dated as of May 23, 2025 |
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.
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Comments accompanying signature:
*The above signed, by signing his name hereto, executes this Amendment No. 2 to Schedule 13D pursuant to the Limited Power of Attorney executed on behalf of Mr. Blavatnik and filed herewith. |