SecProbe.io

CORRESP
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 filename1.htm

 ALUMIS
INC.

 280 East Grand Avenue

 South San Francisco, CA 94080

 (650) 231-6625

 August 15, 2025

 Via EDGAR

 U.S. Securities and Exchange Commission

 Division of Corporation Finance

 Office of Life Sciences

 100 F Street, N.E.

 Washington, D.C. 20549

 Re: Alumis Inc.

 Registration Statement on Form S-3

 Filed July 3, 2025

 File No. 333-288510

 Ladies and Gentlemen:

 In accordance with Rule 461 under the Securities Act of 1933,
as amended, the undersigned registrant (the " Registrant ") hereby requests that the U.S. Securities and Exchange
Commission (the " Commission ") take appropriate action to cause the Registration Statement on Form S-3 (File
No. 333-288510) (the " Registration Statement ") to become effective on Tuesday, August 19, 2025, at
4:00 p.m., Eastern Time, or as soon as practicable thereafter, or at such later time as the Registrant may orally request via telephone
call to the staff of the Commission. The Registrant hereby authorizes Chadwick Mills of Cooley LLP, counsel to the Registrant, to make
such request on its behalf.

 Once the Registration Statement has been declared effective, please
orally confirm that event with Chadwick Mills of Cooley LLP, counsel to the Registrant, at (650) 843-5654, or in his absence Christine
Turner of Cooley LLP at (720) 566-4163.

 Very truly yours,

 ALUMIS
INC.

 By:
 /s/ Martin Babler

 Name:
 Martin
Babler

 Title:
 President &
Chief Executive Officer

 cc: Kristin VanderPas, Cooley LLP

 Chadwick Mills, Cooley LLP

 Christine Turner, Cooley LLP

<DOCUMENT>
<TYPE>TEXT-EXTRACT
<SEQUENCE>2
<FILENAME>filename2.txt
<TEXT>
 July 9, 2025

Martin Babler
President and Chief Executive Officer
Alumis Inc.
280 East Grand Avenue
South San Francisco, California 94080

 Re: Alumis Inc.
 Registration Statement on Form S-3
 Filed July 3, 2025
 File No. 333-288510
Dear Martin Babler:

 This is to advise you that we have not reviewed and will not review your
registration
statement.

 Please refer to Rules 460 and 461 regarding requests for acceleration.
We remind you
that the company and its management are responsible for the accuracy and
adequacy of their
disclosures, notwithstanding any review, comments, action or absence of action
by the staff.

 Please contact Chris Edwards at 202-551-6761 with any questions.

 Sincerely,

 Division of
Corporation Finance
 Office of Life
Sciences
cc: Chadwick L. Mills
</TEXT>
</DOCUMENT>

<DOCUMENT>
<TYPE>TEXT-EXTRACT
<SEQUENCE>2
<FILENAME>filename2.txt
<TEXT>
 April 22, 2025

Martin Babler
President and Chief Executive Officer
Alumis Inc.
280 East Grand Avenue
South San Francisco, CA 94080

 Re: Alumis Inc.
 Registration Statement on Form S-4
 Filed April 21, 2025
 File No. 333-286660
Dear Martin Babler:

 This is to advise you that we have not reviewed and will not review your
registration
statement.

 Please refer to Rules 460 and 461 regarding requests for acceleration.
We remind you
that the company and its management are responsible for the accuracy and
adequacy of their
disclosures, notwithstanding any review, comments, action or absence of action
by the staff.

 Please contact Chris Edwards at 202-551-6761 with any questions.

 Sincerely,

 Division of
Corporation Finance
 Office of Life
Sciences
cc: Dave Peinsipp
</TEXT>
</DOCUMENT>

CORRESP
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 Alumis Inc.

 280 East Grand Avenue

 South San Francisco, California 94080

 April 22, 2025

 VIA EDGAR

 U.S. Securities and Exchange Commission

 Division of Corporation Finance

 Office of Life Sciences

 100 F Street, N.E.

 Washington, D.C. 20549

 Re:

 Alumis Inc.
 Registration Statement on Form S-4 (File No. 333-286660)
 Request for Acceleration of Effective Date

 Ladies and Gentlemen:

 This letter is sent on behalf of Alumis Inc. (the " Company ")
in connection with the above-referenced Registration Statement on Form S-4 (the " Registration Statement ") filed
with the Securities and Exchange Commission (the " Commission ") by the Company pursuant to the Securities Act of 1933,
as amended (the " Securities Act "). Pursuant to Rule 461 promulgated under the Securities Act, the Company hereby
requests that the effective date of the Registration Statement be accelerated to 4:00 p.m., Eastern Time, on April 23, 2025, or as
soon thereafter as practicable, or at such other time as its legal counsel, Cooley LLP, may request by telephone to the staff of the Commission.

 The Company hereby authorizes Kristin VanderPas and David Peinsipp
of Cooley LLP, counsel to the Company, to orally modify or withdraw this request for acceleration.

 Once the Registration Statement has been declared effective, please
orally confirm that event with Kristin VanderPas of Cooley LLP at (415) 693-2097 or, in her absence, David Peinsipp of Cooley LLP at (415)
693-2177.

 Very truly yours,

 Alumis Inc.

 /s/ Martin Babler

 By:
 Martin Babler

 Title:
 Chief Executive Officer

 cc:

 Sara Klein, Chief Legal Officer, Alumis Inc.
 Jamie Leigh, Cooley LLP
 Ben Beerle, Cooley LLP
 Kristin VanderPas, Cooley LLP
 David Peinsipp, Cooley LLP
 Stefano Quintini, Fenwick & West LLP
 Ethan Skerry, Fenwick & West LLP
 Ryan Mitteness, Fenwick & West LLP
 Jeremy Delman, Fenwick & West LLP
 Mina Kim, Chief Executive Officer, ACELYRIN, Inc.

CORRESP
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 Alumis Inc.

 280 East Grand Avenue

 South San Francisco, California 94080

 April 2, 2025

 VIA EDGAR

 U.S. Securities and Exchange Commission

 Division of Corporation Finance

 Office of Life Sciences

 100 F Street, N.E.

 Washington, D.C. 20549

 Re:

 Alumis Inc.
 Registration Statement on Form S-4 (File No. 333-286178)
 Request for Acceleration of Effective Date

 Ladies and Gentlemen:

 This letter is sent on behalf of Alumis Inc. (the
 “ Company ”) in connection with the above-referenced Registration Statement on Form S-4 (the “ Registration Statement ”)
filed with the Securities and Exchange Commission (the “ Commission ”) by the Company pursuant to the Securities Act
of 1933, as amended (the “ Securities Act ”). Pursuant to Rule 461 promulgated under the Securities Act, the Company
hereby requests that the effective date of the Registration Statement be accelerated to 4:00 p.m., Eastern Time, on April 4, 2025, or
as soon thereafter as practicable, or at such other time as its legal counsel, Cooley LLP, may request by telephone to the staff of the
Commission.

 The Company hereby authorizes Kristin VanderPas
and David Peinsipp of Cooley LLP, counsel to the Company, to orally modify or withdraw this request for acceleration.

 Once the Registration Statement has been declared
effective, please orally confirm that event with Kristin VanderPas of Cooley LLP at (415) 693-2097 or, in her absence, David Peinsipp
of Cooley LLP at (415) 693-2177.

 Very truly yours,

 Alumis Inc.

 /s/ Martin Babler

 By:
 Martin Babler

 Title:
 Chief Executive Officer

 cc:

 Sara Klein, Chief Legal Officer, Alumis Inc.
 Jamie Leigh, Cooley LLP
 Ben Beerle, Cooley LLP
 Kristin VanderPas, Cooley LLP
 David Peinsipp, Cooley LLP
 Stefano Quintini, Fenwick & West LLP
 Ethan Skerry, Fenwick & West LLP
 Ryan Mitteness, Fenwick & West LLP
 Jeremy Delman, Fenwick & West LLP
 Mina Kim, Chief Executive Officer, ACELYRIN, Inc.

February 19, 2025
Martin Babler
Chief Executive Officer
Alumis Inc.
280 East Grand Avenue
South San Francisco, CA 94080
Re:Alumis Inc.
Draft Registration Statement on Form S-4
Submitted February 14, 2025
CIK No. 0001847367
Dear Martin Babler:
            This is to advise you that we do not intend to review your registration statement.
            We request that you publicly file your registration statement no later than 48 hours
prior to the requested effective date and time. Please refer to Rules 460 and 461 regarding
requests for acceleration. We remind you that the company and its management are
responsible for the accuracy and adequacy of their disclosures, notwithstanding any review,
comments, action or absence of action by the staff.
            Please contact Joshua Gorsky at 202-551-7836 with any questions.
Sincerely,
Division of Corporation Finance
Office of Life Sciences
cc:Dave Peinsipp

December 3, 2024
Srinivas Akkaraju
Reporting Person
Samsara BioCapital GP, LLC
628 Middlefield Road
Palo Alto, CA 94301
Re:Samsara BioCapital GP, LLC
Alumis Inc.
Schedule 13D by Samsara BioCapital, L.P.; Samsara BioCapital GP, LLC; and
Srinivas Akkaraju
Filed August 27, 2024
File No. 005-94550
Dear Srinivas Akkaraju:
            We have conducted a limited review of the above-captioned filing and have the
following comment.
            Please respond to this letter by amending the filing or by providing the requested
information. If you do not believe our comment applies  to your facts and circumstances or
that an amendment is appropriate , please advise us why in a response letter.
            After reviewing any amendment to the filing and any information provided in
response to this comment, we may have additional  comments.
Schedule 13D Filed August 27, 2024
General
1.We note that the event reported as requiring the filing of the Schedule 13D was July 1,
2024. Rule 13d-1(a) of Regulation 13D-G requires the filing of a Schedule 13D within
five business days after the date beneficial ownership of more than five percent of a
class of equity securities specified in Rule 13d-1(i)(1) was acquired. Based on the July
1, 2024 event date, the Schedule 13D submitted on August 27, 2024 was not timely
filed. Please advise us why the Schedule 13D was not filed within the required five
business days after the date of the acquisition.
            We remind you that the filing persons are responsible for the accuracy and adequacy
of their disclosures, notwithstanding any review, comments, action or absence of action by

December 3, 2024
Page 2
the staff.
            Please direct any questions to Brian Soares at 202-551-3690 or Nicholas Panos at
202-551-3266.
Sincerely,
Division of Corporation Finance
Office of Mergers & Acquisitions

CORRESP
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June 25, 2024

VIA EDGAR

U.S. Securities and Exchange Commission

Division of Corporation Finance

Office of Life Sciences

100 F Street, N.E.

Washington, D.C. 20549

Attn: Jessica Dickerson, Franklin Wyman, Kevin Vaughn, Tim Buchmiller

    Re:
    Alumis Inc.

    Registration Statement on Form S-1

    File No. 333-280068

    Acceleration Request

    Requested Date:  June 27,
2024

    Requested Time: 4:00
p.m., Eastern Time

Ladies and Gentlemen:

In accordance with Rule 461
under the Securities Act of 1933, as amended (the “Act”), Morgan Stanley & Co. LLC, Leerink Partners
LLC, Cantor Fitzgerald & Co. and Guggenheim Securities, LLC, as representatives of the several underwriters, hereby join Alumis
Inc. in requesting that the Securities and Exchange Commission take appropriate action to cause the Registration Statement on Form S-1
(File No. 333-280068) (the “Registration Statement”) to become effective on June 27, 2024, at 4:00
p.m., Eastern Time, or as soon as practicable thereafter.

Pursuant to Rule 460
under the Act, please be advised that we will take reasonable steps to secure adequate distribution of the preliminary prospectus, to
underwriters, dealers, institutions and others, prior to the requested effective time of the Registration Statement.

We, as representatives of
the several underwriters, have complied and will comply, and we have been informed by the participating underwriters that they have complied
and will comply, with the requirements of Rule 15c2-8 under the Securities Exchange Act of 1934, as amended, to the extent applicable.

[Signature Page Follows]

    Very
    truly yours,

    MORGAN
    STANLEY & CO. LLC

    LEERINK
    PARTNERS LLC

    CANTOR
    FITZGERALD & CO.

    GUGGENHEIM
    SECURITIES, LLC

    As
    representatives of the Underwriters

    MORGAN
    STANLEY & CO. LLC

    By:
    /s/
    Chirag D. Surti

    Name: Chirag
D. Surti

    Title: Executive
Director

    Leerink
    Partners LLC

    By:
    /s/
    Dan Dubin, M.D.

    Name: Dan Dubin, M.D.

    Title: Vice Chairman, Global Co-Head of Healthcare Investment Banking

    Cantor
    Fitzgerald & Co.

    By:
    /s/
    Jason Fenton

    Name: Jason
Fenton

    Title: Global
Co-Head of ECM

    Guggenheim
    Securities, LLC

    By:
    /s/
Jordan Bliss

    Name: Jordan Bliss

    Title: Senior Managing Director

    cc:
    Roy
    Hardiman, Chief Business and Legal Officer, Alumis Inc.

    Sara
    Klein, General Counsel, Alumis Inc.

    David
    Peinsipp, Cooley LLP

    Kristin
    VanderPas, Cooley LLP

    B.
    Shayne Kennedy, Latham & Watkins LLP

    J.
    Ross McAloon, Latham & Watkins LLP

[Signature Page to Acceleration Request]

CORRESP
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Alumis Inc.

280 East Grand Avenue

South San Francisco, California 94080

June 25, 2024

VIA EDGAR

U.S. Securities and Exchange Commission

Division of Corporation Finance

Office of Life Sciences

100 F Street, N.E.

Washington, D.C. 20549

Attn: Jessica Dickerson, Franklin Wyman, Kevin Vaughn, Tim Buchmiller

    Re:
    Alumis Inc.

Registration Statement on Form S-1, as amended (File No. 333-280068)

Request for Acceleration of Effective Date

Ladies and Gentlemen:

Pursuant to Rule 461 of the General Rules and Regulations
under the Securities Act of 1933, as amended, Alumis Inc. (the “Company”) hereby requests that the U.S. Securities
and Exchange Commission (the “Commission”) accelerate the effective date of the above-referenced Registration Statement
on Form S-1 (as amended to date, the “Registration Statement”) and declare the Registration Statement effective
as of 4:00 p.m. Eastern time, on June 27, 2024, or as soon thereafter as possible, or at such other time as its legal counsel,
Cooley LLP, may request by telephone to the staff of the Commission.

Once the Registration Statement has been declared effective, please
orally confirm that event with David Peinsipp of Cooley LLP at (415) 693-2177 or, in his absence, Kristin VanderPas of Cooley LLP at (415)
693-2097.

Under separate cover, you will receive today a letter from the managing
underwriters of the proposed offering joining in the Company’s request for acceleration of the effectiveness of the Registration
Statement.

Very truly yours,

Alumis Inc.

/s/ Martin Babler

By:
Martin Babler

Title:
Chief Executive Officer

    cc:
    Roy Hardiman, Chief Business and Legal Officer, Alumis Inc.

Sara Klein, General Counsel, Alumis Inc.

David Peinsipp, Cooley LLP

Kristin VanderPas, Cooley LLP

CORRESP
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David Peinsipp

T: (415) 693 2177

dpeinsipp@cooley.com

June 18, 2024

U.S. Securities and Exchange Commission

Division of Corporation Finance

Office of Life Sciences

100 F Street, N.E.

Washington, D.C. 20549

    Attention:
    Jessica Dickerson

                                Franklin Wyman

                                Kevin Vaughn

                                Tim Buchmiller

Re: Alumis Inc.

                                                             Registration Statement on
Form S-1

                                                             Filed on June 7, 2024

                                                             CIK No. 0001847367

Ladies and Gentlemen:

On behalf of Alumis Inc. (the “Company”),
the following information is submitted in response to the comments received from the staff (the “Staff”) of
the U.S. Securities and Exchange Commission (the “Commission”) by letter dated June 17, 2024 (the “Comment
Letter”) regarding the above-referenced Registration Statement on Form S-1, originally confidentially submitted to
the Commission on April 10, 2024, as amended on May 15, 2024, and subsequently filed with the Commission on June 7, 2024.
Concurrently with the submission of this response letter, the Company is filing Amendment No. 1 to Registration Statement on Form S-1
(the “Registration Statement”) with the Commission. In addition to addressing the comments raised by the Staff
in the Comment Letter, the Company has included other revisions and updates to its disclosure in the Registration Statement.

For the convenience of the Staff, the numbering
of the paragraphs below corresponds to the numbering of the respective comment in the Comment Letter, the text of which we have incorporated
into this response letter for convenience in italicized type and which is followed by the Company’s response. In the responses
below, page number references are to the Registration Statement.

Registration Statement on Form S-1, Filed on June 7,
2024

Business

Manufacturing, page 132

 1. Please disclose the names of your principal
                                            suppliers. Refer to Regulation S-K Item 101(h)(4)(v).

Response:
In response to the Staff’s comment, the Company has revised the disclosure on page 131 of the Registration Statement
to disclose the Company’s principal suppliers of raw materials in accordance with Regulation S-K Item 101(h)(4)(v).

Cooley LLP 3 Embarcadero Center 20th Floor San
Francisco, CA 94111-4004

t: +1 415 693 2000 f: +1 415 693 2222 cooley.com

U.S. Securities and Exchange Commission

June 18, 2024

Page Two

Management

Composition of Our Board of Directors,
page 153

 2. We note your revised disclosure that your
                                            board of directors currently includes three vacancies, one of which you expect to fill prior
                                            to the closing of this offering by mutual agreement of your board of directors pursuant to
                                            the terms of a voting agreement. Given that your voting agreement provides certain of your
                                            stockholders with the right to designate directors for election to your board of directors,
                                            please revise your disclosure to clarify whether the vacancy you expect to fill is the vacancy
                                            described in clause (vii) in the last paragraph on page 153.

Response:
In response to the Staff’s comment, the Company has revised the disclosure on page 152 of the Registration Statement.
The Company respectfully advises the Staff that it is actively working to identify and appoint a seventh director that meets the qualifications
of the Commission and the listing rules of the Nasdaq Stock Market and that it intends for its board of directors to appoint this additional
director as a Class III director prior to the launch of the offering. This director will be appointed pursuant to the Company's Voting Agreement (as defined in the Registration Statement) to fill the vacancy
described in clause (vii) in the last paragraph on page 152. The Company expects to lower the number of seats on its board of directors
to seven, effective at the closing of the offering.

Certain
Relationships and Related Person Transactions, page 176

 3. We note that, in your discussion of your
                                            related person transactions with the BBA Funds, you removed certain disclosures regarding
                                            your former director's, Julian C. Baker's, relationship with the BBA Funds. Similarly, we
                                            note that you removed disclosures regarding your transactions with venBio Global Strategic
                                            Fund IV, L.P., an entity affiliated with your former director, Richard Gaster. To the extent
                                            that these transactions occurred while Julian C. Baker and Richard Gaster, as applicable,
                                            served as your directors and such persons had a direct or indirect material interest in the
                                            respective transactions, please revise this section to add back the disclosures of these
                                            relationships or otherwise advise.

Response:
In response to the Staff’s comment, the Company has revised the disclosures on pages 177 to 179 of the Registration
Statement.

* * *

Please contact me at (415) 693 2177 with any questions or further
comments regarding our responses to the Staff’s comments.

Sincerely,

    /s/ Dave Peinsipp

Dave Peinsipp

    cc:
    Martin Babler, Alumis Inc.

                                Roy Hardiman, Alumis Inc.

                                Sara Klein, Alumis Inc.

                                Kristin
VanderPas, Cooley LLP

Cooley LLP 3 Embarcadero Center
20th Floor San Francisco, CA 94111-4004

t: +1 415 693 2000 f: +1 415 693 2222 cooley.com

United States securities and exchange commission logo
June 17, 2024
Martin Babler
President and Chief Executive Officer
Alumis Inc.
280 East Grand Avenue
South San Francisco, CA 94080
Re:Alumis Inc.
Registration Statement on Form S-1
Filed June 7, 2024
File No. 333-280068
Dear Martin Babler:
            We have reviewed your registration statement and have the following comments.
            Please respond to this letter by amending your registration statement and providing the
requested information. If you do not believe a comment applies to your facts and circumstances
or do not believe an amendment is appropriate, please tell us why in your response.
            After reviewing any amendment to your registration statement and the information you
provide in response to this letter, we may have additional comments.
Registration Statement on Form S-1, Filed June 7, 2024
Business
Manufacturing, page 132
1.Please disclose the names of your principal suppliers. Refer to Regulation S-K Item
101(h)(4)(v).
Management
Composition of Our Board of Directors, page 153
2.We note your revised disclosure that your board of directors currently includes three
vacancies, one of which you expect to fill prior to the closing of this offering by mutual
agreement of your board of directors pursuant to the terms of a voting agreement. Given
that your voting agreement provides certain of your stockholders with the right to
designate directors for election to your board of directors, please revise your disclosure to
clarify whether the vacancy you expect to fill is the vacancy described in clause (vii) in
the last paragraph on page 153.

 FirstName LastNameMartin Babler
 Comapany NameAlumis Inc.
 June 17, 2024 Page 2
 FirstName LastName
Martin Babler
Alumis Inc.
June 17, 2024
Page 2
Certain Relationships and Related Person Transactions, page 176
3.We note that, in your discussion of your related person transactions with the BBA
Funds, you removed certain disclosures regarding your former director's, Julian C.
Baker's, relationship with the BBA Funds. Similarly, we note that you removed
disclosures regarding your transactions with venBio Global Strategic Fund IV, L.P., an
entity affiliated with your former director, Richard Gaster. To the extent that these
transactions occurred while Julian C. Baker and Richard Gaster, as applicable, served as
your directors and such persons had a direct or indirect material interest in the respective
transactions, please revise this section to add back the disclosures of these relationships or
otherwise advise.
            We remind you that the company and its management are responsible for the accuracy
and adequacy of their disclosures, notwithstanding any review, comments, action or absence of
action by the staff.
            Refer to Rules 460 and 461 regarding requests for acceleration. Please allow adequate
time for us to review any amendment prior to the requested effective date of the registration
statement.
            Please contact Franklin Wyman at 202-551-3660 or Kevin Vaughn at 202-551-3494 if
you have questions regarding comments on the financial statements and related matters. Please
contact Jessica Dickerson at 202-551-8013 or Tim Buchmiller at 202-551-3635 with any other
questions.
Sincerely,
Division of Corporation Finance
Office of Life Sciences
cc:       Dave Peinsipp, Esq.

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BY EDGAR

David Peinsipp

T: (415) 693-2177

dpeinsipp@cooley.com

*FOIA Confidential Treatment Request*

Confidential Treatment Requested by ALUMIS INC.

In connection with its Registration Statement
on Form S-1 (File No. 333-280068)

June 14, 2024

U.S. Securities and Exchange Commission

Division of Corporation Finance

Office of Life Sciences

100 F Street, N.E.

Washington, D.C. 20549

    Attention:
    Jessica Dickerson

    Franklin Wyman

    Kevin Vaughn

    Tim Buchmiller

    Re:
    ALUMIS INC.

    Draft Registration Statement on Form S-1

    Submitted on April 11, 2024

    CIK No. 0001847367

Ladies and Gentlemen:

On behalf of ALUMIS INC.
(the “Company”), we submit this supplemental letter in response to comments from the staff (the “Staff”) of the
U.S. Securities and Exchange Commission (the “Commission”) received by letter dated May 8, 2024 (the “Initial
Comment Letter”) regarding the above-referenced draft Registration Statement on Form S-1, as confidentially submitted to the
Commission on April 11, 2024, resubmitted to the Commission on May 15, 2023, and filed with the Commission on June 7,
2024 (the “Registration Statement”). This supplemental letter addresses comment 11 of the Initial Comment Letter.

Because of the commercially
sensitive nature of certain information contained herein, this supplemental letter is accompanied by the Company's request for confidential
treatment for selected portions of this supplemental letter. The Company has filed separate correspondence with the Office of Freedom
of Information and Privacy Act Operations in connection with its confidential treatment request, pursuant to Rule 83 of the Commission's
Rules on Information and Requests, 17 C.F.R. §200.83. For the Staff's reference, we have enclosed a copy of the Company's correspondence
to the Office of Freedom of Information and Privacy Act Operations, as well as an unredacted copy of this supplemental letter, marked
to show the portions redacted from the version filed via EDGAR and for which the Company is requesting confidential treatment.

The Company respectfully requests that the
bracketed information contained in this letter be treated as confidential information pursuant to Rule 83 promulgated by the Commission,
17 C.F.R. §200.83, and that the Commission provide timely notice to David Peinsipp at (415) 693-2177 before it permits any disclosure
of the bracketed information in this letter.

For the convenience of the
Staff, we have recited the prior comment from the Initial Comment Letter in italicized type and have followed the comment with the Company's
response.

11. Once
                                            you have an estimated offering price or range, please explain to us the reasons for any differences
                                            between the recent valuations of your common stock leading up to the planned offering and
                                            the midpoint of your estimated offering price range. This information will help facilitate
                                            our review of your accounting for stock compensation.

FOIA Confidential Treatment Requested by ALUMIS
INC.

Cooley LLP 3 Embarcadero Center 20th Floor San Francisco, CA 94111-4004

t: +1 415 693 2000 f: +1 415 693 2222 cooley.com

    U.S. Securities and Exchange Commission

    June 14, 2024

    Page Two

The Company's discussion
of its accounting for stock-based compensation is primarily contained within the sections of the Registration Statement entitled “Management's
Discussion and Analysis of Financial Condition and Results of Operations—Critical Accounting Policies and Significant Judgments
and Estimates—Stock-Based Compensation Expense and “—Determination of Fair Value of Common Stock” appearing on
pages 99-100 of the Registration Statement.

The
Company submits the below additional information to assist the Staff in its review of the Company's position with respect to its determination
of the fair value of the shares of common stock underlying its outstanding equity awards and the reasons for the difference between the
recent valuations of the common stock and the estimated offering price for its initial public offering (the “IPO”).

Stock Split

Prior
to the filing of the Registration Statement in connection with the launch of the Company’s road show, the Company will conduct
a reverse stock split (the “Stock Split”) of its common stock (currently anticipated to be at a ratio of 1-for-[***]). Each
share of the Company’s common stock and each option to purchase its common stock that is issued and outstanding immediately prior
to the effective date of the stock split will become [***] shares, with the option exercise price being adjusted proportionally. The
conversion rate of the Company’s outstanding shares of preferred stock will adjust accordingly to reflect the as-converted adjustments
to the common stock. Unless noted otherwise, all references to share and per share amounts in this memo does not give effect to the proposed
stock split.

Preliminary IPO Price Range

The
Company advises the Staff that it preliminarily estimates a price range of approximately $[***] to $[***] per share (the “Preliminary
Price Range”) of the Company’s common stock for its IPO. The Preliminary Price Range does not reflect the impact of Stock
Split. On a post-reverse stock split basis, the Preliminary Price Range is estimated to be $[***] to $[***] per share. The Preliminary
Price Range does not take into account the current lack of liquidity for the Company’s common stock and assumes a successful IPO,
with no weighting attributed to any other outcome for the Company’s business, such as remaining as a privately held company or
being sold in a change of control transaction.

As is typical in IPOs, the
Preliminary Price Range was not derived using a formal determination of fair value but was determined through discussions among the board
of directors of the Company (the “Board”), senior management of the Company and the lead underwriters for its IPO. Among
the factors (the “Price Range Factors”) that were considered in estimating the Preliminary Price Range were the following:

 · the Company's financial
                                            position and prospects;

 · an
                                            analysis of the typical valuation ranges seen in recent IPOs for comparable companies in
                                            the Company's industry;

 · the
                                            general conditions of the securities market and the recent market prices of, and the demand
                                            for, publicly traded common stock of comparable companies; and

 · feedback
                                            from potential investors following “testing the waters” meetings that occurred
                                            from March through June 2024, which suggested that there was investor’ interest
                                            in the Company at a step-up in valuation from its last private financing round.

FOIA Confidential Treatment Requested by ALUMIS
INC.

Cooley LLP 3 Embarcadero Center 20th Floor San Francisco, CA 94111-4004

t: +1 415 693 2000 f: +1 415 693 2222 cooley.com

    U.S. Securities and Exchange Commission

    June 14, 2024

    Page Three

The actual bona fide price
range to be included in the Registration Statement has not yet been determined and remains subject to adjustment based on further discussions
between the Company and the lead underwriters, developments in the Company's business, market conditions and other factors that are outside
of the Company's control. However, the Company believes that the actual bona fide price range will be within the Preliminary Price Range.
In addition, the actual bona fide price range to be included in the Registration Statement will be reflected in an amendment to the Registration
Statement that will be filed before the commencement of the road show and will comply with the Staff's interpretations regarding the
permissible parameters of a bona fide price range.

Summary of Recent Equity Awards

The following table summarizes
by grant date the number of stock options granted by the Company since January 1, 2023, the exercise price per share of common stock
underlying the stock options and the estimated fair value of a share of common stock on each grant date:

    Grant Date

    Number
    of
 Shares
 Underlying
 Equity Awards

    Exercise

 Price
 Per Share

    Estimated Common

    Stock
 Fair Value
 Per Share
 on Date of Grant

    February 10, 2023*

    [***]
    $
    [***]
    $
    [***]

    March 13, 2023*

    [***]
    $
    [***]
    $
    [***]

    June 22, 2023*

    [***]
    $
    [***]
    $
    [***]

    July 18, 2023*

    [***]
    $
    [***]
    $
    [***]

    August 7, 2023*

    [***]
    $
    [***]
    $
    [***]

    October 9, 2023*

    [***]
    $
    [***]
    $
    [***]

    December 11, 2023*

    [***]
    $
    [***]
    $
    [***]

    March 29, 2024*

    [***]
    $
    [***]
    $
    [***]

    May 6, 2024*

    [***]
    $
    [***]
    $
    [***]

    June 6, 2024

    [***]
    $
    [***]
    $
    [***]

*
The estimated common stock fair value for grants from February 2023 to May 2024 was interpolated on a straight-line
basis between the valuation reports’ dates in connection with a fair value assessment for accounting purposes.

No other stock options or stock-based awards have
been approved by the Board from January 1, 2023, through the date of this supplemental letter and the Company does not expect to
make any additional grants prior to the completion of its IPO other than grants that would become effective at the pricing of the IPO
and granted at the IPO price.

Determination of Common Stock Fair Value Prior to IPO

As
there has been no public market for the Company’s common stock to date, the estimated fair value of the common stock underlying
the Company’s stock option awards has been determined by the Board as of each option grant date with input from management, considering
the most recently available third-party valuations of common stock and the Board’s assessment of additional objective and subjective
factors that it believed were relevant and which may have changed from the date of the most recent valuation through the date of the
grant. The Company, specifically the Board, assumed responsibility for the estimates of fair value of its common stock in the consolidated
financial statements. The Company utilized methodologies, approaches and assumptions consistent with the American Institute of Certified
Public Accountants’ Accounting and Valuation Guide, Valuation of Privately-Held-Company Equity Securities Issued as Compensation
(the “Practice Aid”).

FOIA Confidential Treatment Requested by ALUMIS
INC.

Cooley LLP 3 Embarcadero Center 20th Floor San
Francisco, CA 94111-4004

t: +1 415 693 2000 f: +1 415 693 2222 cooley.com

    U.S. Securities and Exchange Commission

    June 14, 2024

    Page Four

Prior to May 2023, the
Company utilized an Option Pricing Method (“OPM”) based analysis, primarily the OPM backsolve methodology, to determine the
estimated fair value of the common stock. Within the OPM framework, the backsolve method, for inferring the total equity value implied
by a recent financing transaction or by an estimated equity value of the Company’s pipeline product candidates, involves the construction
of an allocation model that takes into account the Company’s capital structure and the rights, preferences and privileges of each
class of stock, then assumes reasonable inputs for the other OPM variables (expected time to liquidity, volatility, and risk-free rate).
The total equity value is then iterated in the model until the model output value for the equity class sold in a recent financing round
equals the price paid in that round. The OPM is generally utilized when specific future liquidity events are difficult to forecast (i.e.,
the enterprise has many choices and options available), and the enterprise’s value depends on how well it follows an uncharted
path through the various possible opportunities and challenges. In determining the estimated fair value of the common stock, the board
of directors also considered the fact that the stockholders could not freely trade the common stock in the public markets. Accordingly,
the Company applied discounts to reflect the lack of marketability of its common stock based on the weighted-average expected time to
liquidity. The estimated fair value of the common stock at each grant date reflected a non-marketability discount partially based on
the anticipated likelihood and timing of a future liquidity event.

For valuations performed
on and after May 2023, the Company utilized a hybrid method that combines the Probability-Weighted Expected Return Method (“PWERM”),
an accepted valuation method described in the Practice Aid, and the OPM. The Company determined this was the most appropriate method
for determining the fair value of its common stock based on the stage of development and other relevant factors. The PWERM is a scenario-based
analysis that estimates the value per share of common stock based on the probability-weighted present value of expected future equity
values for the common stock, under various possible future liquidity event scenarios, considering the rights and preferences of each
class of shares, discounted for a lack of marketability. Under the hybrid method, an option pricing model was utilized to determine the
fair value of the Company’s common stock in certain of the PWERM scenarios (capturing situations where its development path and
future liquidity events were difficult to forecast), potential exit events were explicitly modeled in the other PWERM scenarios. A discount
for lack of marketability was applied to the value derived under each scenario to account for a lack of access to an active public market
to estimate the common stock fair value.

The following table summarizes
the dates of these independent third-party valuations and the suggested fair value per share of common stock and total estimated equity
value of the Company.

    Valuation
    Date as of

    Estimated
    Fair Market Value per
 share of Common Stock

    Estimated
    Equity Value
 (in millions)**

    December 17, 2022
    $
    [***]
    $
    [***]

    May 9, 2023
    $
    [***]
    $
    [***]

    June 30, 2023*
    $
    [***]
    $
    [***]

    September 20, 2023
    $
    [***]
    $
    [***]

    March 4, 2024
    $
    [***]
    $
    [***]

    March 4, 2024*
    $
    [***]
    $
    [***]

    April 1, 2024
    $
    [***]
    $
    [***]

    May 29, 2024
    $
    [***]
    $
    [***]

FOIA Confidential Treatment Requested by ALUMIS
INC.

Cooley LLP 3 Embarcadero Center 20th Floor San Francisco, CA 94111-4004

t: +1 415 693 2000 f: +1 415 693 2222 cooley.com

    U.S. Securities and Exchange Commission

    June 14, 2024

    Page Five

* June 30, 2023
and March 4, 2024 valuation reports were prepared by the third-party valuation specialist for accounting purposes only based on
the retrospective review of the valuations completed and approved by the Board and considering accounting for subsequent tranches included
in Series B-2 and Series C preferred stock financings.

**Estimated equity value
is calculated based on probabilities weighting of the IPO scenario and staying private scenario valuations.

For options that were granted
between valuation report issuance dates, the Board considered the amount of time that had passed since the last valuation and assessed
if there had been any significant changes to the estimated fair value of the Company’s common stock since the date of the last
valuation. In addition to considering the results of independent third-part

CORRESP
1
filename1.htm

David Peinsipp

T: (415) 693 2177

dpeinsipp@cooley.com

June 7, 2024

U.S. Securities and Exchange Commission

Division of Corporation Finance

Office of Life Sciences

100 F Street, N.E.

Washington, D.C. 20549

    Attention:   
    Franklin Wyman

    Kevin Vaughn

    Jessica Dickerson

    Tim Buchmiller

Re:          Alumis
Inc.

Amendment No. 1 to Draft Registration Statement
on Form S-1

Submitted on May 15, 2024

CIK No. 0001847367

Ladies and Gentlemen:

On behalf of Alumis Inc. (the “Company”),
the following information is submitted in response to the comments received from the staff (the “Staff”) of
the U.S. Securities and Exchange Commission (the “Commission”) by letter dated May 30, 2024 (the “Comment
Letter”) regarding the above-referenced Amendment No. 1 to Draft Registration Statement on Form S-1, as confidentially
submitted to the Commission on May 15, 2024. Concurrently with the submission of this response letter, the Company is filing its
Registration Statement on Form S-1 (the “Registration Statement”) with the Commission. In addition to addressing
the comments raised by the Staff in the Comment Letter, the Company has included other revisions and updates to its disclosure in the
Registration Statement.

For the convenience of the Staff, the numbering
of the paragraphs below corresponds to the numbering of the respective comment in the Comment Letter, the text of which we have incorporated
into this response letter for convenience in italicized type and which is followed by the Company’s response. In the responses below,
page number references are to the Registration Statement.

Amendment No. 1 to Draft Registration Statement on Form S-1
submitted on May 15, 2024

Prospectus Summary, page 1

 1. We note your response to prior comment 2 and the added cross reference on page 3 to "Management's
Discussion and Analysis of Financial Condition and Results of Operations—Contractual Obligations and Commitments" for "additional
information" about your acquisition of ESK-001 via the FronThera Acquisition. Please provide us with an analysis of why the acquisition,
and the related milestone payment obligations, are not sufficiently material to be disclosed directly in your prospectus summary, or revise
as appropriate.

Response:
The Company acknowledges the Staff’s comment and has revised the disclosure on page 3 of the Registration Statement
to include specific reference to the contingent milestone payment obligations in the cross reference. The Company respectfully advises
the Staff that the Company believes the cross reference to “Management's Discussion and Analysis of Financial Condition and Results
of Operations” is sufficient disclosure in accordance with Regulation S-K, Item 503, and
the instructions thereto, which provide that the prospectus summary should include a brief overview of the “key” or “most
significant” aspects of the offering and “is not required to contain . . . all of the detailed information in the prospectus.”
Given that Item 503 does not include a materiality standard, the Company believes it is appropriate to limit the FronThera Acquisition
disclosure to (i) the fact that ESK-001 was acquired in the FronThera Acquisition and (ii) the aforementioned cross-reference,
as it does not believe that the details of the FronThera Acquisition and related stock purchase agreement (the “Purchase Agreement”)
are amongst the “most significant” or “key” aspects of the offering. In addition, the Company believes that repeating
details of the terms of the Purchase Agreement, which are already disclosed in the cross-referenced section titled “Management’s
Discussion and Analysis of Financial Condition and Results of Operations” (as well in the notes to the financial statements) would
result in repetitive disclosure that does not provide meaningful benefit to investors.

Cooley
LLP 3 Embarcadero Center 20th Floor San Francisco, CA 94111-4004

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U.S. Securities and Exchange Commission

June 7,
2024

Page Two

 2. We have evaluated the materiality analysis in the response to prior comment 2 as to whether the stock
purchase agreement should be filed as an exhibit in accordance with Item 601(b)(10) of Regulation S-K and do not necessarily agree
with that analysis given that you acquired your most advanced product candidate pursuant to the stock purchase agreement, the aggregate
total contingent consideration under the agreement amounts to $120 million, and $23 million of the proceeds from your offering will be
used to satisfy a portion of that consideration. It also appears that the stock purchase agreement should be filed in accordance with
Item 601(b)(2)(i) of Regulation S-K. Please file the agreement as an exhibit or further advise.

Response:
In response to the Staff's comment, the Company has filed the stock purchase agreement as Exhibit 10.22.

Use of Proceeds, page 75

 3. We note your response to prior comment 9. Specifically, we note your added disclosure regarding your
intended use of proceeds to "advance" the clinical development of ESK- 001 in certain clinical trials and to "advance"
your preclinical development activities for your IRF5 program. Although we understand from your disclosure that the proceeds will not
be sufficient to complete the clinical development of your product candidates, please further revise your disclosure to clarify how far
into the specified ESK-001 clinical trials and IRF5 preclinical development activities you anticipate the allocated proceeds from this
offering will enable you to reach. For example, when discussing your intent to use a portion of the offering proceeds to "advance"
the clinical development of A-005, you disclose your expectation for "completing" the SAD and MAD portions of your Phase 1 study
in healthy volunteers.

Cooley LLP 3 Embarcadero
Center 20th Floor San Francisco, CA 94111-4004

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U.S. Securities and Exchange Commission

June 7,
2024

Page Three

Response: In
response to the Staff’s comment, the Company has revised the disclosure on page 76 of the Registration Statement.

Business

Our Precision
Approach and Capabilities, page 105

 4. We note your responses to prior comments 12 and 15. Specifically, we note your statements that your
proprietary precision data analytics platform, or your proprietary genetic database, includes your own clinical genetic, genomic, and
proteomic data, data from public third-party sources, and management’s own genomic insights, supported by the data analytics services
you continue to receive from Foresite Labs. Please revise your disclosure in this section to include similar disclosure, or tell us why
you do not believe such disclosure is appropriate.

Response:
In response to the Staff’s comment, the Company has revised the disclosures on pages 4, 105 and 107 of the
Registration Statement.

Preliminary Results from the Ongoing OLE Trial, page 116

 5. We note from your response to prior comment 18 that, as is typical for open label extension (OLE) trials,
your ongoing OLE trial is not powered for statistical significance. Please revise to disclose this substantive portion of your response.

Response:
In response to the Staff’s comment, the Company has revised the disclosure on page 116 of the Registration Statement.

Proposed Phase 3 Clinical Trials of ESK-001 in PsO, page 120

 6. We note your response to prior comment 20. Please revise the disclosure in this section of the prospectus to include disclosure
similar to that in your response, clarifying the purpose for your selection of Otezla as the comparator in your Phase 3 clinical trials
of ESK-001 in PsO. In addition, please revise the "Competition" section on page 132, as appropriate, to clarify whether
ESK-001, if approved, would compete with Otezla, in addition to Sotyktu. In this regard, we note from your response that Otezla is one
of the most widely used psoriasis oral drugs.

Response:
In response to the Staff’s comment, the Company has revised the disclosures on pages 23, 121 and 132 of the
Registration Statement.

Certain Relationships
and Related Person Transactions, page 175

 7. We note your response to prior comment 28, and we reissue the comment in part. Please revise your disclosure
in footnotes 5 and 6 to the table on page 178 and in the footnotes on pages 181-182 to clarify what will happen to the redeemable
convertible preferred stock held by the corresponding stockholders.

Response:
In response to the Staff’s comment, the Company has revised the disclosures on pages 176 to 179 of the Registration
Statement.

* * *

Cooley LLP 3 Embarcadero
Center 20th Floor San Francisco, CA 94111-4004

t: +1 415 693 2000 f: +1 415 693 2222 cooley.com

U.S. Securities and Exchange Commission

June 7,
2024

Page Four

Please contact me at (415) 693 2177 with any questions or further
comments regarding our responses to the Staff’s comments.

Sincerely,

    /s/
    Dave Peinsipp

    Dave Peinsipp

    cc:    
    Martin Babler, Alumis Inc.

    Roy Hardiman, Alumis Inc.

    Sara Klein, Alumis Inc.

    Kristin VanderPas, Cooley LLP

Cooley LLP 3 Embarcadero
Center 20th Floor San Francisco, CA 94111-4004

t: +1 415 693 2000 f: +1 415 693 2222 cooley.com

United States securities and exchange commission logo
May 30, 2024
Martin Babler
President and Chief Executive Officer
Alumis Inc.
280 East Grand Avenue
South San Francisco, CA 94080
Re:Alumis Inc.
Amendment No. 1 to Draft Registration Statement on Form S-1
Submitted May 15, 2024
CIK No. 0001847367
Dear Martin Babler:
            We have reviewed your amended draft registration statement and have the following
comments.
            Please respond to this letter by providing the requested information and either submitting
an amended draft registration statement or publicly filing your registration statement on
EDGAR. If you do not believe a comment applies to your facts and circumstances or do not
believe an amendment is appropriate, please tell us why in your response.
            After reviewing the information you provide in response to this letter and your amended
draft registration statement or filed registration statement, we may have additional
comments. Unless we note otherwise, any references to prior comments are to comments in our
May 8, 2024 letter.
Amendment No. 1 to Draft Registration Statement on Form S-1, Submitted May 15, 2024
Prospectus Summary, page 1
1.We note your response to prior comment 2 and the added cross reference on page 3 to
"Management's Discussion and Analysis of Financial Condition and Results of
Operations—Contractual Obligations and Commitments" for "additional information"
about your acquisition of ESK-001 via the FronThera Acquisition. Please provide us with
an analysis of why the acquisition, and the related milestone payment obligations, are not
sufficiently material to be disclosed directly in your prospectus summary, or revise as
appropriate.
2.We have evaluated the materiality analysis in the response to prior comment 2 as to
whether the stock purchase agreement should be filed as an exhibit in accordance with

 FirstName LastNameMartin Babler
 Comapany NameAlumis Inc.
 May 30, 2024 Page 2
 FirstName LastNameMartin Babler
Alumis Inc.
May 30, 2024
Page 2
Item 601(b)(10) of Regulation S-K and do not necessarily agree with that analysis given
that you acquired your most advanced product candidate pursuant to the stock purchase
agreement, the aggregate total contingent consideration under the agreement amounts to
$120 million, and $23 million of the proceeds from your offering will be used to satisfy a
portion of that consideration. It also appears that the stock purchase agreement should be
filed in accordance with Item 601(b)(2)(i) of Regulation S-K. Please file the agreement as
an exhibit or further advise.
Use of Proceeds, page 75
3.We note your response to prior comment 9. Specifically, we note your added disclosure
regarding your intended use of proceeds to "advance" the clinical development of ESK-
001 in certain clinical trials and to "advance" your preclinical development activities for
your IRF5 program. Although we understand from your disclosure that the proceeds will
not be sufficient to complete the clinical development of your product candidates, please
further revise your disclosure to clarify how far into the specified ESK-001 clinical trials
and IRF5 preclinical development activities you anticipate the allocated proceeds from
this offering will enable you to reach. For example, when discussing your intent to use a
portion of the offering proceeds to "advance" the clinical development of A-005, you
disclose your expectation for "completing" the SAD and MAD portions of your Phase 1
study in healthy volunteers.
Business
Our Precision Approach and Capabilities, page 105
4.We note your responses to prior comments 12 and 15. Specifically, we note your
statements that your proprietary precision data analytics platform, or your proprietary
genetic database, includes your own clinical genetic, genomic, and proteomic data, data
from public third-party sources, and management’s own genomic insights, supported by
the data analytics services you continue to receive from Foresite Labs. Please revise your
disclosure in this section to include similar disclosure, or tell us why you do not believe
such disclosure is appropriate.
Preliminary Results from the Ongoing OLE Trial, page 116
5.We note from your response to prior comment 18 that, as is typical for open label
extension (OLE) trials, your ongoing OLE trial is not powered for statistical
significance. Please revise to disclose this substantive portion of your response.
Proposed Phase 3 Clinical Trials of ESK-001 in PsO, page 120
6.We note your response to prior comment 20. Please revise the disclosure in this section of
the prospectus to include disclosure similar to that in your response, clarifying the purpose
for your selection of Otezla as the comparator in your Phase 3 clinical trials of ESK-001
in PsO. In addition, please revise the "Competition" section on page 132, as appropriate,

 FirstName LastNameMartin Babler
 Comapany NameAlumis Inc.
 May 30, 2024 Page 3
 FirstName LastName
Martin Babler
Alumis Inc.
May 30, 2024
Page 3
to clarify whether ESK-001, if approved, would compete with Otezla, in addition to
Sotyktu. In this regard, we note from your response that Otezla is one of the most widely
used psoriasis oral drugs.
Certain Relationships and Related Person Transactions, page 175
7.We note your response to prior comment 28, and we reissue the comment in part. Please
revise your disclosure in footnotes 5 and 6 to the table on page 178 and in the footnotes on
pages 181-182 to clarify what will happen to the redeemable convertible preferred stock
held by the corresponding stockholders.
            Please contact Franklin Wyman at 202-551-3660 or Kevin Vaughn at 202-551-3494 if
you have questions regarding comments on the financial statements and related matters. Please
contact Jessica Dickerson at 202-551-8013 or Tim Buchmiller at 202-551-3635 with any other
questions.
Sincerely,
Division of Corporation Finance
Office of Life Sciences
cc:       Dave Peinsipp, Esq.

United States securities and exchange commission logo
May 8, 2024
Martin Babler
President and Chief Executive Officer
Alumis Inc.
280 East Grand Avenue
South San Francisco, CA 94080
Re:Alumis Inc.
Draft Registration Statement on Form S-1
Submitted April 11, 2024
CIK No. 0001847367
Dear Martin Babler:
            We have reviewed your draft registration statement and have the following comments.
            Please respond to this letter by providing the requested information and either submitting
an amended draft registration statement or publicly filing your registration statement on
EDGAR. If you do not believe a comment applies to your facts and circumstances or do not
believe an amendment is appropriate, please tell us why in your response.
            After reviewing the information you provide in response to this letter and your amended
draft registration statement or filed registration statement, we may have additional comments.
Draft Registration Statement on Form S-1 Submitted April 11, 2024
Cover Page
1.Disclose whether your offering is contingent upon final approval of your Nasdaq Global
Market listing on your cover page. Please ensure the disclosure is consistent with your
underwriting agreement.
Prospectus Summary
Overview, page 1
2.We note your disclosure on page 29 that you acquired ESK-001 via a stock purchase of
FronThera U.S. Holdings, Inc. and its wholly-owned subsidiary, FronThera U.S.
Pharmaceuticals LLC, and your disclosure on page 88 that, under the stock purchase
agreement, you are obligated to pay contingent consideration of up to $120.0 million
based on the achievement of specified clinical and commercialization milestones. If any of
the material product candidates you are developing were acquired in this transaction,

 FirstName LastNameMartin Babler
 Comapany NameAlumis Inc.
 May 8, 2024 Page 2
 FirstName LastName
Martin Babler
Alumis Inc.
May 8, 2024
Page 2
please include appropriate disclosure in your prospectus summary and include disclosure
regarding these potential milestone payments. Please also tell us why it would not be
appropriate to file this stock purchase agreement as an exhibit to the registration
statement. Refer to Item 601(b)(10) of Regulation S-K.
Our Pipeline, page 2
3.We note your statements in the first paragraph of this section and on pages 4, 97, and 98
regarding the opportunity to develop a "best-in-class" profile for ESK-001. Given the
development stage of your programs and length of the drug approval process, it appears to
be premature to speculate or imply that ESK-001 will be approved or become best-in-class
for any indication at this time. Please revise these statements and any similar statements
throughout.
4.We note your statements that your clinical trial "data demonstrated that ESK-001’s ability
to maximally inhibit TYK2 translates to the achievement of high rates of response…in
patients, with response rates in the range observed with existing biologic therapies" and
that your Phase 2 STRIDE trial "met its primary endpoint, the proportion of patients
achieving a 75% improvement…at week 12 compared to placebo." To balance the
disclosure in your prospectus summary, please disclose any adverse events observed in the
Phase 2 STRIDE trial or include a cross reference to the relevant disclosure in the
"Business" section. In this regard, we note your disclosure of adverse events in your Phase
2 STRIDE trial and in your open label extension on pages 107, 108, and 110. Please also
clarify what you mean by "maximally inhibit TYK2" since from the figure on page 111 it
does not appear that TYK2 is completely inhibited at the dose ranges shown in that figure.
5.We note your disclosure on pages 3 and 96 that "A-005 has demonstrated protective
effects in multiple in vivo disease models of neuroinflammation." Please briefly describe
the preclinical studies and the results thereof that led to this conclusion. If
the experimental autoimmune encephalitis (EAE) model is the model that supports this
disclosure, please make that clear.
6.We note your disclosure on page 114 that you are evaluating ESK-001 in an ongoing
Phase 2a clinical trial in patients with Uveitis. Since it appears that the related arrow in
your pipeline table is half-way through the Phase 2 portion of the row, please tell us if it
would be appropriate to shorten the arrow in that row to reflect that you are still in Phase
2a of the trial. Also clarify if you anticipate conducting a Phase 2b trial prior to
proceeding to a Phase 3 trial for this indication.
7.We note your disclosure on page 116 that you intend to pursue MS as your initial
indication for A-005. If you have not definitively selected MS as your targeted indication
for A-005, please tell us why it is appropriate to include a row for A-005 in your pipeline
table here and on page 97 or revise your disclosure as appropriate.

 FirstName LastNameMartin Babler
 Comapany NameAlumis Inc.
 May 8, 2024 Page 3
 FirstName LastName
Martin Babler
Alumis Inc.
May 8, 2024
Page 3
Our Strategy, page 4
8.We note your description here and on page 98 that A-005 is a "potential first-in-class
allosteric TYK2 inhibitor designed to penetrate the CNS to treat neuroinflammation."
Please remove the references to "first-in-class" or explain why you believe A-005 is a
"potential first-in-class" allosteric TYK2 inhibitor, including, for example, whether you
are aware of any competing product candidates that are further along in the development
process.
Use of Proceeds, page 73
9.We note that you intend to use the proceeds from this offering for multiple purposes,
including "to fund clinical development and related studies for product candidates as well
as [y]our activities in preparation for such clinical development." We also note your
disclosure that the proceeds "will not be sufficient for [you] to fund [y]our programs
through regulatory approval and commercialization" and that you "will need to raise
substantial additional capital in order to do so." Please revise your disclosures in this
section to:
•identify how you intend to allocate the proceeds among the various intended
purposes;
•clarify which products or programs you currently intend to fund with the proceeds
from this offering;
•disclose how far into the development process you anticipate such proceeds will
enable you to reach; and
•state the anticipated amount of other funds, if any, that may be necessary to
accomplish the specific purposes for which the proceeds are to be obtained.
Management's Discussion and Analysis of Financial Condition and Results of Operations
Sources of Liquidity, page 86
10.We note your disclosure in the third paragraph that, prior to the occurrence of certain
timelines or events, you have an obligation to sell additional shares of your Series C
redeemable convertible preferred stock. Please revise your disclosure to clarify whether
the described obligations are eliminated after the earlier to occur of the listed timelines or
events or update your disclosure when appropriate to indicate how these obligations have
been satisfied.
Critical Accounting Policies and Significant Judgments and Estimates
Stock Compensation Expense, page 90
11.Once you have an estimated offering price range, please explain to us the reasons for any
differences between recent valuations of your common stock leading up to the planned
offering and the midpoint of your estimated offering price range. This information will
facilitate our review of your accounting for stock compensation.

 FirstName LastNameMartin Babler
 Comapany NameAlumis Inc.
 May 8, 2024 Page 4
 FirstName LastNameMartin Babler
Alumis Inc.
May 8, 2024
Page 4
Business
Our Precision Approach and Capabilities, page 98
12.We note your references to "[y]our precision data analytics platform" throughout the
prospectus. We further note your reference on page 98 to benefitting from Foresite Labs’
data platform and your establishment of "a precision data analytics platform" with
Foresite Labs’ capabilities as a foundation. Please clarify whether you own or in-license
the precision data analytics platform discussed throughout the prospectus, and if in-
licensed, please briefly describe the material terms of the license agreement or other
arrangement.
13.Please explain the basis for your belief "that the application of insights from [y]our
internal efforts, combined with [y]our Foresite Labs collaboration, may ultimately bring
forth the most effective, paradigm-shifting medications by optimizing [certain] design
elements." In addition, explain what you mean by "paradigm-shifting." To the extent
material, please also address, in the risk factors section, the potential risks that could arise
in the event your collaboration with Foresite is terminated.
14.At the bottom of page 99, you describe the figure at the top of page 100 as an illustration
of the indications that you "are pursuing" for your TYK2 franchise. Please revise this
sentence to clarify the indications you are currently pursuing and which ones are potential
additional indications of interest.
Right Target, page 99
15.Please clarify if the proprietary genetic database you refer to was developed by you or in-
licensed or acquired. Please also indicate the basis for your belief that drugs with
indications supported by human genetics have twice the likelihood of success in Phase 2
and Phase 3 clinical development.
Right Molecule, page 99
16.Please clarify if you designed ESK-001 and A-005 using the methods described in the
first bullet point of this section.
Role of TYK2 in Immunology, page 101
17.In the second bullet point at the top of page 3, you state you design your molecules to
achieve maximal target engagement and a "safe pharmacological profile." In the last
sentence on page 101, you state, "this TYK2 variant does not appear to significantly
increase susceptibility to serious infections, suggesting that TYK2 inhibition may be
associated with an optimal balance between efficacy and safety." We note similar
disclosures on page 111 that your "STRIDE Phase 2 clinical trial and open label extension
trial in PsO demonstrated that ESK-001 at a dose of 40 mg BID was well tolerated and
highly efficacious" and on page 117 that "A-005 can effectively inhibit TYK2 microglial
responses in primary microglia derived from human induced pluripotent

 FirstName LastNameMartin Babler
 Comapany NameAlumis Inc.
 May 8, 2024 Page 5
 FirstName LastName
Martin Babler
Alumis Inc.
May 8, 2024
Page 5
stem cell…." Please revise your prospectus to remove any statements regarding efficacy
or safety determinations as such determinations are solely within the authority of the
FDA.
Preliminary Results from the Ongoing OLE Trial, page 108
18.Please disclose whether the ongoing OLE trial is powered for statistical significance, and
if so, disclose the p-values for the preliminary results discussed in this section.
19.We note your disclosure on page 110 that there have been five serious adverse events in
the OLE trial, including two that you have assessed to be possibly related to study drug.
Similar to your disclosure in the risk factor on page 18, please disclose here the nature of
these serious adverse events.
Proposed Phase 3 Clinical Trials of ESK-001 in PsO, page 112
20.Please disclose the regulatory jurisdictions where you intend to conduct your proposed
Phase 3 clinical trials for ESK-001 in PsO. We also note your disclosure that ESK-001 has
the potential to be a best-in-class TYK2 inhibitor and that, if approved, ESK-001 would
compete with several currently approved or late-stage oral clinical therapeutics, including
Sotyktu. Given that disclosure, please clarify your reasons for using Otezla as a
comparator and clarify how you would substantiate your intended best-in-class claims
with results from these trials.
Ongoing Phase 2b LUMUS trial of ESK-001 in SLE, page 113
21.Please disclose the regulatory jurisdictions where you are conducting your Phase 2b
clinical trial. We also note your disclosure that this trial is designed to potentially serve as
the first of two pivotal trials. Please clarify if this means that you might be able to have the
Phase 2b trial serve as the basis for seeking regulatory approval or if you would need to
conduct Phase 3 trials.
A-005: Our CNS Penetrant Allosteric TYK2 Inhibitor, page 116
22.We note your disclosure here and on page 119 that you have initiated a "multi-cohort
investigation to assess…orally-administered A-005." Please clarify whether this is a
different study than the Phase 1 study of A-005 that you reference on pages 1, 3, 79, 95,
and 96. In addition, describe the clinical protocol for the Phase 1 study and, if different,
for this investigation, including any primary and secondary endpoints.
A-005 Preclinical Validation, page 117
23.Please provide some additional narrative explaining the data presented in the figures on
pages 117 and at the top of page 118.

 FirstName LastNameMartin Babler
 Comapany NameAlumis Inc.
 May 8, 2024 Page 6
 FirstName LastName
Martin Babler
Alumis Inc.
May 8, 2024
Page 6
First in human study, page 119
24.Please disclose the regulatory jurisdiction where this study is being conducted.
Foresite Labs Collaboration, page 120
25.We note your disclosure regarding your Services Agreement with Foresite Labs, a related
party. Please tell us what consideration you gave to filing this Services Agreement as an
exhibit to your registration statement. Refer to Item 601(b)(10) of Regulation S-K.
Government Regulation, page 124
26.We note from page 123 that you "intend to commercialize [y]our product candidates, if
approved, in key markets in the United States, the European Union, and APAC…." We
also note from page 112 that you have received and incorporated feedback from the FDA
and the CHMP in Europe in your proposed Phase 3 program in PsO and that you have
requested regulatory feedback from the PMDA in Japan. However, the government
regulation discussion in this section only substantively addresses the United States. Please
tell us what consideration you gave to also addressing applicable government regulations
regarding Europe and Japan.
Management
Composition of Our Board of Directors, page 137
27.We note your disclosure that you have one vacancy on your board of directors and that the
vacancy is a position that, under the terms of a voting agreement you entered into with
certain of your stockholders, is to be filled, upon mutual agreement of your board of
directors, by a person who is not otherwise your employee or affiliate. We further note
your disclosure that the voting agreement will terminate upon closing of the offering.
Please revise your disclosure to clarify your intent with respect to the vacancy, including
whether you intend to fill the vacancy pursuant to the terms of the voting agreement prior
to its termination or otherwise pursuant to the terms of your constituent documents after
closing of this offering.
Certain Relationships and Related Person Transactions
Series B and Series B-1 Redeemable Convertible Preferred Stock Financing, page 158
28.In footnote 3 to the table, you state, "Immediately prior to the closing of this offering, all
shares of our redeemable convertible preferred stock held by entities affiliated with BBA
will convert into...shares of [y]our common stock and...shares of [y]our non-voting
common stock." You do not include a similar statement in footnotes 2 and 4 to the table.
Please revise your footnote disclosure to disclose what will happen to the redeemable
convertible preferred stock held by the other entities in the table in connection with the
closing of this offering. In this regard, we note your disclosure on page 166 that
"[a]ll...outstanding shares of redeemable convertible preferred stock will be converted into

 FirstName LastNameMartin Babler
 Comapany NameAlumis Inc.
 May 8, 2024 Page 7
 FirstName LastNameMartin Babler
Alumis Inc.
May 8, 2024
Page 7
an aggregate of...shares of common stock