CMLTU / CM Life Sciences III Inc - Units (1 Ord Class A & 1/5 War) - Pengajuan SECLaporan Tahunan, Pernyataan Proksi

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 15 CERTIFICATION AND NOTICE OF TERMINATION OF REGISTRATION UNDER SECTION 12(g) OF THE SECURITIES EXCHANGE ACT OF 1934 OR SUSPENSION OF DUTY TO FILE REPORTS UNDER SECTIONS 13

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 15 CERTIFICATION AND NOTICE OF TERMINATION OF REGISTRATION UNDER SECTION 12(g) OF THE SECURITIES EXCHANGE ACT OF 1934 OR SUSPENSION OF DUTY TO FILE REPORTS UNDER SECTIONS 13 AND 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Commission File Number: 001-40312 EQRX, LLC (SUCCESSOR-BY-MERGER TO EQRX, INC.) (Exact name of regis

EQRX / EQRx Inc / AH Bio Fund II, L.P. - SC 13D/A Activist Investment

SC 13D/A 1 tm2331002d1sc13da.htm SC 13D/A UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13D Under the Securities Exchange Act of 1934 (Amendment No. 1) EQRx, Inc. (Name of Issuer) Common Stock, par value $0.0001 per share (Title of Class of Securities) 26886C107 (CUSIP Number) AH Capital Management, L.L.C. 2865 Sand Hill Road, Suite 101 Menlo Park, CA 94025 (650)

EQRX / EQRx Inc / ARCH Venture Fund X, L.P. - ARCH VENTURE FUND X, L.P. - EQRX, INC. -- SCH 13G/A(#1E) Passive Investment

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G Under the Securities Exchange Act of 1934 (Amendment No. 1 - Exit Filing)* EQRx, Inc. (Name of Issuer) Common Stock par value $0.0001 per share (Title of Class of Securities) 26886C107 (CUSIP Number) November 8, 2023 (Date of Event Which Requires Filing of This Statement) Check the appropriate box to designate the

EQRX / EQRx Inc / Casdin Capital, LLC Activist Investment

SC 13D/A 1 d1087889213d-a.htm UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13D (Amendment No. 2) Under the Securities Exchange Act of 1934 EQRx, Inc. (Name of Issuer) Eli Casdin c/o Casdin Capital LLC 1350 Avenue of the Americas, Suite 2600 New York, New York 10019 (212) 897-5430 (Name, Address and Telephone Number of Person Authorized to Receive Notice and Comm

EQRX / EQRx Inc / Andreessen Horowitz Fund I, L.P. - SC 13D/A Activist Investment

SC 13D/A 1 tm2330701d1sc13da.htm SC 13D/A UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13D Under the Securities Exchange Act of 1934 (Amendment No. 1) EQRx, Inc. (Name of Issuer) Common Stock, par value $0.0001 per share (Title of Class of Securities) 26886C107 (CUSIP Number) AH Capital Management, L.L.C. 2865 Sand Hill Road, Suite 101 Menlo Park, CA 94025 (650)

As filed with the Securities and Exchange Commission on November 9, 2023

As filed with the Securities and Exchange Commission on November 9, 2023 Registration No.

Changes in Control of Registrant, Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers, Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year, Material Modification to Rights of Security Holders, Notice of Delisting or Failure to Satisfy a Continued Listing Rule or Standard; Transfer of Listing, Financial Statements and Exhibits, Completion of Acquisition or Disposition of Assets, Submission of Matters to a Vote of Security Holders

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): November 8, 2023 EQRX, INC. (Exact name of registrant as specified in its charter) (EQRx, LLC, AS SUCCESSOR TO EQRx, INC.) (Exact name of registrant as specified in its charter) DELAW

TAX GROSS-UP PAYMENT AGREEMENT

Exhibit 10.1 TAX GROSS-UP PAYMENT AGREEMENT This Tax Gross-Up Payment Agreement, dated as of [ ], 2023 (this “Agreement”), is entered into by and between EQRx, Inc., a Delaware corporation (the “Company”), and [ ] (the “Executive”), provided, however, that this Agreement shall be void ab initio and of no further force and effect if the Agreement and Plan of Merger, dated as of July 31, 2023 (the “

AMENDED AND RESTATED CERTIFICATE OF FORMATION EQUINOX MERGER SUB II LLC November 9, 2023

Exhibit 3.1 AMENDED AND RESTATED CERTIFICATE OF FORMATION OF EQUINOX MERGER SUB II LLC November 9, 2023 The undersigned hereby certifies that: 1. The present name of the limited liability company is Equinox Merger Sub II LLC (the “Company”). 2. The original Certificate of Formation of the Company was filed with the Secretary of State of the State of Delaware on July 21, 2023 (the “Certificate of F

As filed with the Securities and Exchange Commission on November 9, 2023

As filed with the Securities and Exchange Commission on November 9, 2023 Registration No.

As filed with the Securities and Exchange Commission on November 9, 2023

As filed with the Securities and Exchange Commission on November 9, 2023 Registration No.

As filed with the Securities and Exchange Commission on November 9, 2023

As filed with the Securities and Exchange Commission on November 9, 2023 Registration No.

As filed with the Securities and Exchange Commission on November 9, 2023

As filed with the Securities and Exchange Commission on November 9, 2023 Registration No.

AMENDED AND RESTATED LIMITED LIABILITY COMPANY AGREEMENT EQRX, LLC

Exhibit 3.2 AMENDED AND RESTATED LIMITED LIABILITY COMPANY AGREEMENT OF EQRX, LLC This Amended and Restated Limited Liability Company Agreement of EQRx, LLC, a Delaware limited liability company (the “Company”), is made and entered into as of November 9, 2023 by Revolution Medicines, Inc., a Delaware corporation, in its capacity as the sole and managing member of the Company (any Person serving in

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q

Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended September 30, 2023 or ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period fromto Commission File Number: 001-40312

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): November 1, 2023 EQRX, INC. (Exac

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): November 1, 2023 EQRX, INC. (Exact name of registrant as specified in its charter) Delaware 001-40312 86-1691173 (State or other jurisdiction of incorporation) (Commission File Number

Current Report

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): November 1, 2023 EQRX, INC. (Exact name of registrant as specified in its charter) Delaware 001-40312 86-1691173 (State or other jurisdiction of incorporation) (Commission File Number

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, DC 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 (Amendment No.  )

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, DC 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 (Amendment No.

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Filed by Revolution Medicines, Inc. Pursuant to Rule 425 under the Securities Act of 1933 and deemed filed pursuant to 14a-12 under the Securities Exchange Act of 1934 Subject Company: EQRx, Inc. Commission File No.: 001-40312 Date: October 23, 2023 This filing relates to the proposed transaction between Revolution Medicines, Inc. a Delaware corporation (“Revolution Medicines”), and EQRx, Inc., a

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 (Amendment No.  )

Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 (Amendment No.  ) Filed by the Registrant ☒ Filed by a party other than the Registrant ☐ Check the appropriate box: ☐ Preliminary Proxy Statement ☐ Confidential, for Use of the Commission Only (as permitted by Rule 1

Severance Amount

Filed by EQRx, Inc. Pursuant to Rule 425 under the Securities Act of 1933 and deemed filed pursuant to 14a-12 under the Securities Exchange Act of 1934 Subject Company: EQRx, Inc. Commission File No.: 001-40312 Date: August 16, 2023 This filing relates to the proposed transaction between Revolution Medicines, Inc. a Delaware corporation (“Revolution Medicines”), and EQRx, Inc., a Delaware corporat

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q

Table of Contents - UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.

EQRX, INC. AMENDED AND RESTATED SEVERANCE AND CHANGE IN CONTROL POLICY Adopted on December 16, 2020 AMENDED ON JUNE 29, 2023

Exhibit 10.1 EQRX, INC. AMENDED AND RESTATED SEVERANCE AND CHANGE IN CONTROL POLICY Adopted on December 16, 2020 AMENDED ON JUNE 29, 2023 The purpose of this Severance and Change in Control Policy (the “Policy”) of EQRx, Inc. (the “Company”) is to provide certain employees of the Company with certain compensation and benefits in the event of a termination of employment in certain circumstances, un

Our Transaction with Revolution Medicines Additional Information Updated on August 8, 2023 Why is this transaction the best path forward for EQRx shareholders? Following a rigorous and independent process conducted by our Board, we strongly believe t

425 Filed by EQRx, Inc. Pursuant to Rule 425 under the Securities Act of 1933 and deemed filed pursuant to 14a-12 under the Securities Exchange Act of 1934 Subject Company: EQRx, Inc. Commission File No.: 001-40312 Date: August 8, 2023 This filing relates to the proposed transaction between Revolution Medicines, Inc. a Delaware corporation (“Revolution Medicines”), and EQRx, Inc., a Delaware corpo

Termination of a Material Definitive Agreement, Costs Associated with Exit or Disposal Activities

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 OR 15(d) of The Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): August 1, 2023 EQRX, INC. (Exact name of registrant as specified in its charter) Delaware 001-40312 86-1691173 (State or other jurisdiction of incorporation) (Commission File Number)

AGREEMENT AND PLAN OF MERGER REVOLUTION MEDICINES, INC., a Delaware corporation, EQRX, INC., a Delaware corporation, EQUINOX MERGER SUB I, INC., a Delaware corporation EQUINOX MERGER SUB II LLC, a Delaware limited liability company Dated as of July 3

EX-2.1 Exhibit 2.1 AGREEMENT AND PLAN OF MERGER among REVOLUTION MEDICINES, INC., a Delaware corporation, EQRX, INC., a Delaware corporation, EQUINOX MERGER SUB I, INC., a Delaware corporation and EQUINOX MERGER SUB II LLC, a Delaware limited liability company Dated as of July 31, 2023 TABLE OF CONTENTS Page Article 1 Description of Transaction 2 Section 1.1 The Mergers 2 Section 1.2 Effects of th

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): July 31, 2023 REVOLUTION MEDICINE

425 UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): July 31, 2023 REVOLUTION MEDICINES, INC. (Exact name of registrant as specified in its charter) Delaware 001-39219 47-2029180 (State or other jurisdiction of incorporation) (Commi

Filed by EQRx, Inc.

425 Filed by EQRx, Inc. Pursuant to Rule 425 under the Securities Act of 1933 and deemed filed pursuant to 14a-12 under the Securities Exchange Act of 1934 Subject Company: EQRx, Inc. Commission File No.: 001-40312 Date: August 1, 2023 This filing relates to the proposed transaction between Revolution Medicines, Inc. a Delaware corporation (“Revolution Medicines”), and EQRx, Inc., a Delaware corpo

FORM OF STOCKHOLDER LOCK-UP AGREEMENT July 31, 2023

EX-99.2 Exhibit 99.2 FORM OF STOCKHOLDER LOCK-UP AGREEMENT July 31, 2023 Revolution Medicines, Inc. 700 Saginaw Drive Redwood City, California 94063 To the addressee set forth above: The undersigned understands that, on the date hereof, Revolution Medicines, Inc., a Delaware corporation (“Parent”), Equinox Merger Sub I, Inc., a Delaware corporation and a wholly owned subsidiary of Parent (“Merger

Our Transaction with Revolution Medicines Additional Information

Filed by EQRx, Inc. Pursuant to Rule 425 under the Securities Act of 1933 and deemed filed pursuant to 14a-12 under the Securities Exchange Act of 1934 Subject Company: EQRx, Inc. Commission File No.: 001-40312 Date: August 1, 2023 This filing relates to the proposed transaction between Revolution Medicines, Inc. a Delaware corporation (“Revolution Medicines”), and EQRx, Inc., a Delaware corporati

Revolution Medicines, Inc. to Acquire EQRx, Inc. in All-Stock Transaction to Gain More Than $1 Billion in Additional Capital Revolution Medicines Expects to Conduct Late-Stage Development of RAS(ON) Inhibitor Drug Candidate Pipeline Supported by Fort

Filed by Revolution Medicines, Inc. Pursuant to Rule 425 under the Securities Act of 1933 and deemed filed pursuant to 14a-12 under the Securities Exchange Act of 1934 Subject Company: EQRx, Inc. Commission File No.: 001-40312 Date: August 1, 2023 This filing relates to the proposed transaction between Revolution Medicines, Inc. a Delaware corporation (“Revolution Medicines”), and EQRx, Inc., a De

Filed by EQRx, Inc.

Filed by EQRx, Inc. Pursuant to Rule 425 under the Securities Act of 1933 and deemed filed pursuant to 14a-12 under the Securities Exchange Act of 1934 Subject Company: EQRx, Inc. Commission File No.: 001-40312 Date: August 1, 2023 This filing relates to the proposed transaction between Revolution Medicines, Inc. a Delaware corporation (“Revolution Medicines”), and EQRx, Inc., a Delaware corporati

Filed by Revolution Medicines, Inc.

Filed by Revolution Medicines, Inc. Pursuant to Rule 425 under the Securities Act of 1933 and deemed filed pursuant to 14a-12 under the Securities Exchange Act of 1934 Subject Company: EQRx, Inc. Commission File No.: 001-40312 Date: August 1, 2023 This filing relates to the proposed transaction between Revolution Medicines, Inc. a Delaware corporation (“Revolution Medicines”), and EQRx, Inc., a De

Filed by Revolution Medicines, Inc.

Filed by Revolution Medicines, Inc. Pursuant to Rule 425 under the Securities Act of 1933 and deemed filed pursuant to 14a-12 under the Securities Exchange Act of 1934 Subject Company: EQRx, Inc. Commission File No.: 001-40312 Date: August 1, 2023 This filing relates to the proposed transaction between Revolution Medicines, Inc. a Delaware corporation (“Revolution Medicines”), and EQRx, Inc., a De

Revolution Medicines, Inc. to Acquire EQRx, Inc. in All-Stock Transaction to Gain More Than $1 Billion in Additional Capital Revolution Medicines Expects to Conduct Late-Stage Development of RAS(ON) Inhibitor Drug Candidate Pipeline Supported by Fort

Exhibit 99.3 Revolution Medicines, Inc. to Acquire EQRx, Inc. in All-Stock Transaction to Gain More Than $1 Billion in Additional Capital Revolution Medicines Expects to Conduct Late-Stage Development of RAS(ON) Inhibitor Drug Candidate Pipeline Supported by Fortified Balance Sheet Agreement is the Result of a Rigorous Process Conducted by Independent Transaction Committee of EQRx Board to Conside

Filed by EQRx, Inc.

Filed by EQRx, Inc. Pursuant to Rule 425 under the Securities Act of 1933 and deemed filed pursuant to 14a-12 under the Securities Exchange Act of 1934 Subject Company: EQRx, Inc. Commission File No.: 001-40312 Date: August 1, 2023 This filing relates to the proposed transaction between Revolution Medicines, Inc. a Delaware corporation (“Revolution Medicines”), and EQRx, Inc., a Delaware corporati

FORM OF PARENT STOCKHOLDER VOTING AGREEMENT

EX-99.1 Exhibit 99.1 FORM OF PARENT STOCKHOLDER VOTING AGREEMENT This Voting Agreement (this “Agreement”) is made and entered into as of July 31, 2023 (the “Agreement Date”), by and among EQRx, Inc., a Delaware corporation (the “Company”), and the undersigned, a stockholder of Revolution Medicines, Inc., a Delaware corporation (“Parent”, and such stockholder, the “Stockholder”). The Company and th

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Filed by Revolution Medicines, Inc. Pursuant to Rule 425 under the Securities Act of 1933 and deemed filed pursuant to 14a-12 under the Securities Exchange Act of 1934 Subject Company: EQRx, Inc. Commission File No.: 001-40312 Date: August 1, 2023 This filing relates to the proposed transaction between Revolution Medicines, Inc. a Delaware corporation (“Revolution Medicines”), and EQRx, Inc., a De

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): July 31, 2023 EQRX, INC. (Exact n

425 UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): July 31, 2023 EQRX, INC. (Exact name of Registrant as Specified in Its Charter) Delaware 001-40312 86-1691173 (State or Other Jurisdiction of Incorporation) (Commission File Numbe

FORM OF COMPANY STOCKHOLDER VOTING AGREEMENT

EX-10.1 Exhibit 10.1 FORM OF COMPANY STOCKHOLDER VOTING AGREEMENT This Voting Agreement (this “Agreement”) is made and entered into as of July 31, 2023 (the “Agreement Date”), by and among Revolution Medicines, Inc., a Delaware corporation (“Parent”), and the undersigned, a stockholder of EQRx, Inc., a Delaware corporation (the “Company”, and such stockholder, the “Stockholder”). Parent and the St

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): July 31, 2023 EQRX, INC. (Exact n

425 UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): July 31, 2023 EQRX, INC. (Exact name of Registrant as Specified in Its Charter) Delaware 001-40312 86-1691173 (State or Other Jurisdiction of Incorporation) (Commission File Numbe

Filed by Revolution Medicines, Inc.

Filed by Revolution Medicines, Inc. Pursuant to Rule 425 under the Securities Act of 1933 and deemed filed pursuant to 14a-12 under the Securities Exchange Act of 1934 Subject Company: EQRx, Inc. Commission File No.: 001-40312 Date: August 1, 2023 This filing relates to the proposed transaction between Revolution Medicines, Inc. a Delaware corporation (“Revolution Medicines”), and EQRx, Inc., a De

Regulation FD Disclosure, Entry into a Material Definitive Agreement, Financial Statements and Exhibits, Other Events

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): July 31, 2023 EQRX, INC. (Exact name of Registrant as Specified in Its Charter) Delaware 001-40312 86-1691173 (State or Other Jurisdiction of Incorporation) (Commission File Number) (

EQRx Resets to Focus on Clinically Differentiated Medicines, Leveraging $1.3 Billion Cash Position; Reports First Quarter 2023 Financial Results

Exhibit 99.1 EQRx Resets to Focus on Clinically Differentiated Medicines, Leveraging $1.3 Billion Cash Position; Reports First Quarter 2023 Financial Results · Company to utilize significant scale of capital and team to advance a pipeline of clinically differentiated, high-value therapies · Prioritizing development of lerociclib (CDK 4/6 inhibitor); initiated Phase 3 trial in first-line advanced e

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 OR 15(d) of The Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): May 8, 2023 EQRX, INC. (Exact nam

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 OR 15(d) of The Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): May 8, 2023 EQRX, INC. (Exact name of registrant as specified in its charter) Delaware 001-40312 86-1691173 (State or other jurisdiction of incorporation) (Commission File Number) (IR

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q

Table of Contents - UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 OR 15(d) of The Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): March 8, 2023 EQRX, INC. (Exact n

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 OR 15(d) of The Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): March 8, 2023 EQRX, INC. (Exact name of registrant as specified in its charter) Delaware 001-40312 86-1691173 (State or other jurisdiction of incorporation) (Commission File Number) (

EQRX, INC. 50 Hampshire Street Cambridge MA 02139

EQRX, INC. 50 Hampshire Street Cambridge MA 02139 VIA EDGAR March 2, 2023 United States Securities and Exchange Commission Division of Corporation Finance 100 F Street, N.E. Washington, DC 20549 Re: EQRx, Inc. Acceleration Request for Registration Statement on Form S-3 Filed February 23, 2023 File No. 333-269972 Ladies and Gentlemen: Pursuant to Rule 461 under the Securities Act of 1933, as amende

EQRX, INC. 50 Hampshire Street Cambridge MA 02139

EQRX, INC. 50 Hampshire Street Cambridge MA 02139 VIA EDGAR March 2, 2023 United States Securities and Exchange Commission Division of Corporation Finance 100 F Street, N.E. Washington, DC 20549 Re: EQRx, Inc. Acceleration Request for Registration Statement on Form S-3 Filed February 23, 2023 File No. 333-269973 Ladies and Gentlemen: Pursuant to Rule 461 under the Securities Act of 1933, as amende

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 OR 15(d) of The Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): February 23, 2023 EQRX, INC. (Exa

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 OR 15(d) of The Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): February 23, 2023 EQRX, INC. (Exact name of registrant as specified in its charter) Delaware 001-40312 86-1691173 (State or other jurisdiction of incorporation) (Commission File Numbe

EQRx Reports Fourth Quarter and Full Year 2022 Financial Results and Recent Corporate Progress

Exhibit 99.1 EQRx Reports Fourth Quarter and Full Year 2022 Financial Results and Recent Corporate Progress For Investors · Lerociclib: Ongoing Phase 2 trial in first- and second-line treatment of metastatic breast cancer; expect to initiate Phase 3 trial in advanced endometrial cancer in 1H 2023 · Aumolertinib: MAAs accepted for review by MHRA and EMA for EGFR-mutated NSCLC · Sugemalimab: MAAs ac

Form of Senior Indenture between Registrant and one or more trustees to be named

Exhibit 4.4 EQRX, INC., Issuer AND [TRUSTEE], Trustee INDENTURE Dated as of [●], 202[●] Senior Debt Securities TABLE OF CONTENTS1 ARTICLE 1 DEFINITIONS Section 1.01 Definitions of Terms ARTICLE 2 ISSUE, DESCRIPTION, TERMS, EXECUTION, REGISTRATION AND EXCHANGE OF SECURITIES Section 2.01 Designation and Terms of Securities Section 2.02 Form of Securities and Trustee’s Certificate Section 2.03 Denomi

As filed with the Securities and Exchange Commission on February 23, 2023

TABLE OF CONTENTS As filed with the Securities and Exchange Commission on February 23, 2023 Registration No.

Form of Subordinated Indenture between Registrant and one or more trustees to be named

Exhibit 4.5 EQRX, INC., Issuer AND [TRUSTEE], Trustee INDENTURE Dated as of [●], 202[●] Subordinated Debt Securities TABLE OF CONTENTS1 ARTICLE 1 DEFINITIONS Section 1.01 Definitions of Terms ARTICLE 2 ISSUE, DESCRIPTION, TERMS, EXECUTION, REGISTRATION AND EXCHANGE OF SECURITIES Section 2.01 Designation and Terms of Securities Section 2.02 Form of Securities and Trustee’s Certificate Section 2.03

Description of Securities.

Exhibit 4.3 DESCRIPTION OF SECURITIES The following summary of the material terms of our registered securities is not intended to be a complete summary of the rights and preferences of such securities, and is qualified by reference to our Second Amended and Restated Certificate of Incorporation (the Certificate of Incorporation), the Amended and Restated Bylaws (the Bylaws) and the warrant-related

Amendment No. 1 to EQRx, Inc. 2021 Stock Option and Incentive Plan.

EQRX, INC. AMENDMENT NO. 1 TO THE 2021 STOCK OPTION AND INCENTIVE PLAN The EQRx, Inc. 2021 Stock Option and Incentive Plan (the “Plan”) is hereby amended by the Board of Directors of EQRx, Inc., a Delaware corporation, as follows: Section 3(c) of the Plan is hereby amended by deleting it and replacing it with the following: 1. (c) Mergers and Other Transactions. In the case of and subject to the c

As filed with the Securities and Exchange Commission on February 23, 2023

As filed with the Securities and Exchange Commission on February 23, 2023 Registration No.

As filed with the Securities and Exchange Commission on February 23, 2023

TABLE OF CONTENTS As filed with the Securities and Exchange Commission on February 23, 2023 Registration No.

Filing Fee Table

Exhibit 107 Calculation of Filing Fee Tables Form S-3 (Form Type) EQRx, Inc. (Exact Name of Registrant as Specified in its Charter) Table 1: Newly Registered and Carry Forward Securities Security Type Security Class Title Fee Calculation or Carry Forward Rule Amount Registered(1) Proposed Maximum Offering Price Per Unit(2) Maximum Aggregate Offering Price Fee Rate Amount of Registration Fee Carry

Filing Fee Table

Exhibit 107 Calculation of Filing Fee Tables Form S-3 (Form Type) EQRx, Inc. (Exact Name of Registrant as Specified in its Charter) Table 1: Newly Registered and Carry Forward Securities Security Type Security Class Title Fee Calculation or Carry Forward Rule Amount Registered(1) Proposed Maximum Offering Price Per Unit Maximum Aggregate Offering Price Fee Rate Amount of Registration Fee Carry For

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 10-K

Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 10-K ☒ ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the fiscal year ended December 31, 2022 OR ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For The Transition Period FromTo Commission file number: 001-40312 EQRx, In

Filing Fee Table.

Exhibit 107 Calculation of Filing Fee Tables S-8 (Form Type) EQRx, Inc. (Exact Name of Registrant as Specified in its Charter) Table 1: Newly Registered Securities Security Type Security Class Title Fee Calculation Rule Amount Registered(1) Proposed Maximum Offering Price Per Share(2) Maximum Aggregate Offering Price Fee Rate Amount of Registration Fee Equity Common stock, par value $0.0001 per sh

EQRX / EQRx Inc / VANGUARD GROUP INC - SCHEDULE 13G Passive Investment

SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Schedule 13G Under the Securities Exchange Act of 1934 Name of issuer: EQRx Inc. Title of Class of Securities: Common Stock CUSIP Number: 26886C107 Date of Event Which Requires Filing of this Statement: December 30, 2022 Check the appropriate box to designate the rule pursuant to which this Schedule is filed: ☒ Rule 13d-1(b) ☐ Rule 13d-1(c)

EQRX / EQRx Inc / SOFTBANK GROUP CORP - SC 13D/A Activist Investment

SC 13D/A 1 brhc10046774sc13da.htm SC 13D/A SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13D Under the Securities Exchange Act of 1934 (Amendment No. 1)* EQRx, Inc. (Name of Issuer) Common Stock, par value $0.0001 per share (Title of Class of Securities) 26886C107 (CUSIP Number) Kenneth A. Siegel, Esq. Morrison & Foerster LLP Shin-Marunouchi Building, 29th Floor 5-1, Marunouch

Regulation FD Disclosure, Financial Statements and Exhibits, Results of Operations and Financial Condition

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 OR 15(d) of The Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): January 11, 2023 EQRX, INC. (Exact name of registrant as specified in its charter) Delaware 001-40312 86-1691173 (State or other jurisdiction of incorporation) (Commission File Number

41 ST ANNUAL J.P. MORGAN HEALTHCARE CONFERENCE January 11, 2023

Exhibit 99.1 41 ST ANNUAL J.P. MORGAN HEALTHCARE CONFERENCE January 11, 2023 Disclaimer This presentation (Presentation) relates to EQRx , Inc. (together with its consolidated subsidiaries, EQRx ). EQRx is a new type of pharmaceutical company committed to developing and delivering innovative medicines for some of the most prevalent disease areas, including cancer and immune - inflammatory conditio

EQRX / EQRx Inc / Casdin Capital, LLC Activist Investment

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13D (Amendment No. 1) Under the Securities Exchange Act of 1934 EQRx, Inc. (Name of Issuer) Eli Casdin c/o Casdin Capital LLC 1350 Avenue of the Americas, Suite 2600 New York, New York 10019 (212) 897-5430 (Name, Address and Telephone Number of Person Authorized to Receive Notice and Communications) Common stock, par

Up to 209,267,414 Shares of Common Stock Up to 19,733,333 Shares of Common Stock Issuable Upon Exercise of Warrants Up to 8,693,333 Warrants

? ? ? PROSPECTUS SUPPLEMENT NO.4 Filed Pursuant to Rule 424(B)(3) (to Prospectus dated March 28, 2022) Registration No. 333-261786 ? ? Up to 209,267,414 Shares of Common Stock ? Up to 19,733,333 Shares of Common Stock Issuable Upon Exercise of Warrants ? Up to 8,693,333 Warrants ? This prospectus supplement updates and supplements the prospectus dated March 28, 2022 (the prospectus), which forms a

Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers

? ? UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 ? FORM 8-K ? CURRENT REPORT Pursuant to Section 13 OR 15(d) of The Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): November 23, 2022 ? EQRX, INC. (Exact name of registrant as specified in its charter) ? ? ? ? ? ? ? Delaware 001-40312 86-1691173 (State or other jurisdiction of incorporation

Up to 209,267,414 Shares of Common Stock Up to 19,733,333 Shares of Common Stock Issuable Upon Exercise of Warrants Up to 8,693,333 Warrants

Table of Contents - PROSPECTUS SUPPLEMENT NO.3 Filed Pursuant to Rule 424(B)(3) (to Prospectus dated March 28, 2022) Registration No. 333-261786 ? ? Up to 209,267,414 Shares of Common Stock ? Up to 19,733,333 Shares of Common Stock Issuable Upon Exercise of Warrants ? Up to 8,693,333 Warrants ? This prospectus supplement updates and supplements the prospectus dated March 28, 2022 (the prospectus),

Results of Operations and Financial Condition, Financial Statements and Exhibits

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 OR 15(d) of The Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): November 10, 2022 EQRX, INC. (Exact name of registrant as specified in its charter) Delaware 001-40312 86-1691173 (State or other jurisdiction of incorporation) (Commission File Numbe

First Amendment to Exclusive License Agreement by and between EQRx, Inc. and Lynk Pharmaceutical (Hangzhou) Co., Ltd dated September 14, 2022 (incorporated by reference to Exhibit 10.2 to the quarterly report on Form 10-Q filed on November 10, 2022).

Exhibit 10.2 ? CERTAIN CONFIDENTIAL INFORMATION CONTAINED IN THIS DOCUMENT, MARKED BY [***], HAS BEEN OMITTED BECAUSE IT IS BOTH (I) NOT MATERIAL AND (II) IS THE TYPE THAT THE REGISTRANT TREATS AS PRIVATE OR CONFIDENTIAL ? ? FIRST AMENDMENT TO EXCLUSIVE LICENSE AGREEMENT This FIRST AMENDMENT TO EXCLUSIVE LICENSE AGREEMENT (this ?Amendment?) is entered into as of September 14, 2022 (the ?Amendment

EQRx Provides Portfolio and U.S. Commercial Strategy Updates; Reports Third Quarter 2022 Financial Results

Exhibit 99.1 EQRx Provides Portfolio and U.S. Commercial Strategy Updates; Reports Third Quarter 2022 Financial Results ? Aumolertinib: Clarity on path for potential U.S. approval; continue to pursue ex-U.S. approvals based on existing data, with MAA under review by U.K.?s MHRA ? Sugemalimab: Based on recent FDA feedback, EQRx has concluded that there is no commercially viable path for sugemalimab

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q

Table of Contents - ? UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.

First Amendment to Exclusive License Agreement by and between EQRx, Inc. and CStone Pharmaceuticals, dated August 15, 2022.

Exhibit 10.1 CERTAIN CONFIDENTIAL INFORMATION CONTAINED IN THIS DOCUMENT, MARKED BY [***], HAS BEEN OMITTED BECAUSE IT IS BOTH (I) NOT MATERIAL AND (II) IS THE TYPE THAT THE REGISTRANT TREATS AS PRIVATE OR CONFIDENTIAL ? FIRST AMENDMENT TO EXCLUSIVE LICENSE AGREEMENT This FIRST AMENDMENT TO EXCLUSIVE LICENSE AGREEMENT (this ?Amendment?), entered into as of August 15, 2022 (the ?Amendment Date?), i

Submission of Matters to a Vote of Security Holders

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 OR 15(d) of The Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): September 30, 2022 EQRX, INC. (Exact name of registrant as specified in its charter) Delaware 001-40312 86-1691173 (State or other jurisdiction of incorporation) (Commission File Numb

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A INFORMATION Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 (Amendment No. )

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A INFORMATION Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 (Amendment No. ) Filed by the Registrant x Filed by a Party other than the Registrant ? Check the appropriate box: ? Preliminary Proxy Statement ? Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A INFORMATION Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 (Amendment No.      )

DEF 14A 1 tm2222937-1def14a.htm DEF 14A UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A INFORMATION Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 (Amendment No.      ) Filed by the Registrant ☒ Filed by a Party other than the Registrant ☐ Check the appropriate box: ☐ Preliminary Proxy Statement ☐ Confidential, for Use of the C

Up to 209,267,414 Shares of Common Stock Up to 19,733,333 Shares of Common Stock Issuable Upon Exercise of Warrants Up to 8,693,333 Warrants

Table of Contents ? PROSPECTUS SUPPLEMENT NO.2 Filed Pursuant to Rule 424(B)(3) (to Prospectus dated March 28, 2022) Registration No. 333-261786 ? ? Up to 209,267,414 Shares of Common Stock ? Up to 19,733,333 Shares of Common Stock Issuable Upon Exercise of Warrants ? Up to 8,693,333 Warrants ? This prospectus supplement updates and supplements the prospectus dated March 28, 2022 (the prospectus),

Financial Statements and Exhibits, Results of Operations and Financial Condition

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 OR 15(d) of The Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): August 11, 2022 EQRX, INC. (Exact name of registrant as specified in its charter) Delaware 001-40312 86-1691173 (State or other jurisdiction of incorporation) (Commission File Number)

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q

Table of Contents - ? UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.

EQRx, Inc. Condensed Consolidated Statements of Operations (in thousands, except share and per share data)

Exhibit 99.1 EQRx Reports Second Quarter 2022 Financial Results and Recent Corporate Progress ? Initiated a U.S.-led, comparative Phase 3b clinical trial with aumolertinib for the first-line treatment of EGFR-mutated NSCLC ? Announced U.K. MHRA acceptance of EQRx?s first regulatory submission (aumolertinib) for review; first sugemalimab regulatory submission expected ex-U.S. in 2H 2022; continue t

Other Events

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 OR 15(d) of The Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): July 15, 2022 EQRX, INC. (Exact name of registrant as specified in its charter) Delaware 001-40312 86-1691173 (State or other jurisdiction of incorporation) (Commission File Number) (

First Amendment to Strategic Collaboration and License Agreement by and among Hansoh (Shanghai) Healthtech Co., LTD and Jiangsu Hansoh Pharmaceutical Group Company Ltd. (collectively, Hansoh) and EQRx, Inc., dated December 14, 2021.

DocuSign Envelope ID: 35A0A517-8C81-4443-9E98-272B4F7CEC4B ? ? ? ? Exhibit 10.1 ? CERTAIN CONFIDENTIAL INFORMATION CONTAINED IN THIS DOCUMENT, MARKED BY [***], HAS BEEN OMITTED BECAUSE IT IS BOTH (I) NOT MATERIAL AND (II) IS THE TYPE THAT THE REGISTRANT TREATS AS PRIVATE OR CONFIDENTIAL FIRST AMENDMENT TO STRATEGIC COLLABORATION AND LICENSE AGREEMENT ? This FIRST AMENDMENT TO STRATEGIC COLLABORATI

Up to 209,267,414 Shares of Common Stock Up to 19,733,333 Shares of Common Stock Issuable Upon Exercise of Warrants Up to 8,693,333 Warrants

PROSPECTUS SUPPLEMENT NO.1 Filed Pursuant to Rule 424(B)(3) (to Prospectus dated March 28, 2022) Registration No. 333-261786 Up to 209,267,414 Shares of Common Stock Up to 19,733,333 Shares of Common Stock Issuable Upon Exercise of Warrants Up to 8,693,333 Warrants This prospectus supplement updates and supplements the prospectus dated March 28, 2022 (the prospectus), which forms a part of our reg

Second Amendment to Sublease Agreement by and between Surface Oncology, Inc. and EQRx International, Inc, dated May 11, 2022 (incorporated by reference to Exhibit 10.3 to the Form 10-Q filed on May 13, 2022.

? Exhibit 10.3 SECOND AMENDMENT TO SUBLEASE AGREEMENT THIS SECOND AMENDMENT TO SUBLEASE AGREEMENT (this ?Amendment?) is made as of May 11, 2022, by and between Surface Oncology, Inc., a Delaware corporation (?Sublessor?), and EQRx International, Inc. (formerly known as EQRx, Inc.), a Delaware Corporation (?Sublessee?). RECITALS A.Pursuant to that certain Lease Agreement dated as of May 13, 2016, a

First Amendment to Sublease Agreement by and between Surface Oncology, Inc. and EQRx International, Inc, dated July 9, 2020.

Exhibit 10.2 FIRST AMENDMENT TO SUBLEASE AGREEMENT THIS FIRST AMENDMENT TO SUBLEASE AGREEMENT (this ?Amendment?) is made as of July 9, 2020, by and between Surface Oncology, Inc., a Delaware corporation (?Sublessor?), and EQRx, INC., a Delaware Corporation (?Sublessee?). ? RECITALS A.Pursuant to that certain Lease Agreement dated as of May 13, 2016, as amended by that certain First Amendment to Le

Financial Statements and Exhibits, Results of Operations and Financial Condition

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 OR 15(d) of The Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): May 13, 2022 EQRX, INC. (Exact name of registrant as specified in its charter) Delaware 001-40312 86-1691173 (State or other jurisdiction of incorporation) (Commission File Number) (I

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 10-Q

Table of Contents - ? UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.

EQRx Reports First Quarter 2022 Financial Results and Recent Corporate Progress

Exhibit 99.1 EQRx Reports First Quarter 2022 Financial Results and Recent Corporate Progress ? New data on lead oncology programs aumolertinib and sugemalimab to be presented at the 2022 ASCO Annual Meeting, including pre-specified interim overall survival (OS) data from the Phase 3 GEMSTONE-302 study of sugemalimab plus chemotherapy in first-line Stage IV NSCLC ? Continue to expect first regulato

As filed with the Securities and Exchange Commission on March 23, 2022

Table of Contents ? As filed with the Securities and Exchange Commission on March 23, 2022 Registration No.

Employment Letter Agreement, dated February 13, 2021, by and between EQRx, Inc. and Dina Ciarimboli.

Exhibit 10.12 ? February 13, 2022 ? Dina Ciarimboli ? ? ? Dear Dina: ? On behalf of EQRx International, Inc. (the ?Company?), I am pleased to offer you employment with the Company on the following terms and conditions. ? 1.Position. Your initial position with the Company will be General Counsel and Corporate Secretary. This is a full-time position. We expect you will be designated as an ?officer?

EQRx Reports Fourth Quarter and Full Year 2021 Financial Results and Recent Corporate Progress

Exhibit 99.1 EQRx Reports Fourth Quarter and Full Year 2021 Financial Results and Recent Corporate Progress ? First regulatory submissions for lead oncology programs aumolertinib and sugemalimab are expected to be ex-U.S. in 2H 2022; continuing to engage in discussions with the FDA ? Continue expanding the Global Buyers Club; goal is to have MOUs in place with payers and health systems that cover

©EQRx 2021 | REMAKING MEDICINE v v v v5 March 23, 2022, 8:00am ET Conference Call and Webcast Q4 & FY 2021 Financial Results, Business Update ©EQRx 2022 | REMAKING MEDICINE

Exhibit 99.2 ?EQRx 2021 | REMAKING MEDICINE v v v v5 March 23, 2022, 8:00am ET Conference Call and Webcast Q4 & FY 2021 Financial Results, Business Update ?EQRx 2022 | REMAKING MEDICINE ?EQRx 2021 | REMAKING MEDICINE DISCLAIMER This presentation (this ?Presentation?) relates to EQRx , Inc. (together with its subsidiaries, ? EQRx ?). EQRx is a new type of pharmaceutical company committed to develop

Regulation FD Disclosure, Financial Statements and Exhibits, Results of Operations and Financial Condition

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 OR 15(d) of The Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): March 23, 2022 EQRX, INC. (Exact name of registrant as specified in its charter) Delaware 001-40312 86-1691173 (State or other jurisdiction of incorporation) (Commission File Number)

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 10-K

Table of Contents ? ? UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.

Filing Fee Table

Exhibit 107 Calculation of Filing Fee Tables S-8 (Form Type) EQRx, Inc. (Exact Name of Registrant as Specified in its Charter) Table 1: Newly Registered Securities Security Type Security Class Title Fee Calculation Rule Amount Registered(1) Proposed Maximum Offering Price Per Unit Maximum Aggregate Offering Price Fee Rate Amount of Registration Fee Equity Common stock, par value $0.0001 per share,

As filed with the Securities and Exchange Commission on February 23, 2022

As filed with the Securities and Exchange Commission on February 23, 2022 Registration No.

Agreement of Joint Filing

EXHIBIT A Agreement of Joint Filing The undersigned hereby agree that a single Schedule 13G (or any amendment thereto) relating to the Common Stock of EQRx, Inc.

EQRX / EQRx Inc / GV 2019, L.P. - SC 13G Passive Investment

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Schedule 13G Under the Securities Exchange Act of 1934 (Amendment No. )* EQRx, Inc. (Name of Issuer) Common Stock, par value $0.0001 per share (Title of Class of Securities) 26886C107 (CUSIP Number) December 31, 2021 (Date of Event Which Requires Filing of this Statement) Check the appropriate box to designate the rule pursuan

EQRX / EQRx Inc / CITADEL ADVISORS LLC - EQRX, INC. Passive Investment

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G* (Rule 13d-102) INFORMATION TO BE INCLUDED IN STATEMENTS FILED PURSUANT TO ? 240.13d-1(b), (c), AND (d) AND AMENDMENTS THERETO FILED PURSUANT TO ? 240.13d-2 (Amendment No. 1)* EQRx, Inc. (Name of Issuer) Class A common stock, par value $0.0001 per share (the ?Shares?) (Title of Class of Securities) 26886C107 (CUSI

EQRX / EQRx Inc / ARCH Venture Fund X, L.P. - ARCH VENTURE FUND X, L.P. - EQRX, INC. -- SCH 13G Passive Investment

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G Under the Securities Exchange Act of 1934 (Amendment No. ???)* EQRx, Inc. (Name of Issuer) Common Stock par value $0.0001 per share (Title of Class of Securities) 26886C107 (CUSIP Number) December 31, 2021 (Date of Event Which Requires Filing of This Statement) Check the appropriate box to designate the rule pursu

Regulation FD Disclosure, Results of Operations and Financial Condition, Other Events

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of Report (Date of earliest event reported): January 10, 2022 EQRX, INC. (Exact name of registrant as specified in its charter) Delaware 001-40312 86-1691173 (State or other jurisdiction of incorporation) (Commission File Number

Up to 209,267,414 Shares of Common Stock Up to 19,733,333 Shares of Common Stock Issuable Upon Exercise of Warrants Up to 8,693,333 Warrants

Filed Pursuant to Rule 424(b)(3) Registration No. 333-261786 Prospectus Supplement No. 1 (to Prospectus dated December 23, 2021) Up to 209,267,414 Shares of Common Stock Up to 19,733,333 Shares of Common Stock Issuable Upon Exercise of Warrants Up to 8,693,333 Warrants This prospectus supplement supplements the prospectus, dated December 23, 2021 (the ?Prospectus?), which forms a part of our regis

Copy of EQRx, Inc.’s presentation slides (furnished herewith)

Exhibit 99.1

Joint Filing Agreement

EXHIBIT A JOINT FILING AGREEMENT PURSUANT TO RULE 13d-1(k) The undersigned acknowledge and agree that the foregoing statement on Schedule 13D is filed on behalf of each of the undersigned and that all subsequent amendments to this statement on Schedule 13D shall be filed on behalf of each of the undersigned without the necessity of filing additional joint filing agreements.

CMLT / CM Life Sciences III Inc. Class A / Casdin Eli - SCHEDULE 13D Activist Investment

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13D Under the Securities Exchange Act of 1934 EQRx, Inc. (Name of Issuer) Eli Casdin c/o Casdin Capital LLC 1350 Avenue of the Americas, Suite 2600 New York, New York 10019 (212) 897-5430 (Name, Address and Telephone Number of Person Authorized to Receive Notice and Communications) Common stock, par value $0.0001 per

EQRX / EQRx Inc / AH Bio Fund II, L.P. - SC 13D Activist Investment

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13D Under the Securities Exchange Act of 1934 (Amendment No. ) EQRx, Inc. (Name of Issuer) Common Stock, par value $0.0001 per share (Title of Class of Securities) 26886C107 (CUSIP Number) AH Capital Management, L.L.C. 2865 Sand Hill Road, Suite 101 Menlo Park, CA 94025 (650) 798-3900 (Name, Address and Telephone Numb

EQRX / EQRx Inc / SB Management Ltd - EQRX, INC. Activist Investment

SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13D Under the Securities Exchange Act of 1934 (Amendment No. )* EQRx, Inc. (Name of Issuer) Common Stock, par value $0.0001 per share (Title of Class of Securities) 26886C107 (CUSIP Number) SB Management Limited 9th Floor, Al Sila Tower Adgm Square, Al Maryah Island Abu Dhabi, C0 NA Eleazer Klein, Esq. Adriana Schwartz, Esq. Schult

Up to 209,267,414 Shares of Common Stock Up to 19,733,333 Shares of Common Stock Issuable Upon Exercise of Warrants Up to 8,693,333 Warrants

Filed Pursuant to Rule 424(b)(3) Registration No.: 333-261786 PROSPECTUS Up to 209,267,414 Shares of Common Stock Up to 19,733,333 Shares of Common Stock Issuable Upon Exercise of Warrants Up to 8,693,333 Warrants This prospectus relates to the issuance by us of an aggregate of up to 19,733,333 shares of our common stock, $0.0001 par value per share (?Common Stock?), which consists of (i) up to 8,

EQRX, INC. 50 Hampshire Street Cambridge, MA 02139

EQRX, INC. 50 Hampshire Street Cambridge, MA 02139 VIA EDGAR December 22, 2021 United States Securities and Exchange Commission Division of Corporation Finance 100 F Street, N.E. Washington, DC 20549 Attention: Michael Davis Re: EQRx, Inc. Acceleration Request for Registration Statement on Form S-1 Filed December 21, 2021 File No. 333-261786 Dear Mr. Davis, Pursuant to Rule 461 under the Securitie

Power of Attorney (incorporated by reference to Exhibit 24.1 to the Registration Statement on Form S-1, filed December 20, 2021)

As filed with the Securities and Exchange Commission on December 20, 2021 Registration No.

WithumSmith+Brown, PC letter to the Securities and Exchange Commission dated December 20, 2021 (incorporated by reference to Exhibit 16.1 to the Form 8-K, filed December 20, 2021).

Exhibit 16.1 December 20, 2021 Office of the Chief Accountant Securities and Exchange Commission 100 F Street, NE Washington, DC 20549 United States of America Commissioners: We have read the statements of EQRx, Inc. (formally known as CM Life Sciences III Inc.) included under Item 4.01 of its Form S-1 dated February 24, 2021. We agree with the statements concerning our Firm under Item 4.01, speci

EQRx, Inc. 2021 Stock Option and Incentive Plan (incorporated by reference to Exhibit 10.8 to the Form 8-K filed December 20, 2021).

Exhibit 10.8 EQRX, INC. 2021 STOCK OPTION AND INCENTIVE PLAN SECTION 1. GENERAL PURPOSE OF THE PLAN; DEFINITIONS The name of the plan is the EQRx, Inc. 2021 Stock Option and Incentive Plan (as amended from time to time, the ?Plan?). The purpose of the Plan is to encourage and enable the officers, employees, Non-Employee Directors and Consultants of EQRx, Inc. (the ?Company?) and its Affiliates upo

Changes in Control of Registrant, Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers, Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year, Amendment to Registrant's Code of Ethics, or Waiver of a Provision of the Code of Ethics, Change in Shell Company Status, Entry into a Material Definitive Agreement, Material Modification to Rights of Security Holders, Unregistered Sales of Equity Securities, Financial Statements and Exhibits, Changes in Registrant's Certifying Accountant, Completion of Acquisition or Disposition of Assets

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of Report (Date of earliest event reported): December 17, 2021 EQRX, INC. (Exact name of registrant as specified in its charter) Delaware 001-40312 86-1691173 (State or other jurisdiction of incorporation) (Commission File Numbe

EQRx, Inc. Employee Stock Purchase Plan (incorporated by reference to Exhibit 10.10 to the Form 8-K filed December 20, 2021).

Exhibit 10.10 EQRX, INC. 2021 EMPLOYEE STOCK PURCHASE PLAN The purpose of the EQRx, Inc. 2021 Employee Stock Purchase Plan (the ?Plan?) is to provide eligible employees of EQRx, Inc. (the ?Company?) and each Designated Subsidiary (as defined in Section 11) with opportunities to purchase shares of the Company?s common stock, par value $0.0001 per share (the ?Common Stock?). An aggregate of 4,876,32

Amended and Restated Registration Rights Agreement (incorporated by reference to Exhibit 10.1 to the Form 8-K filed December 20, 2021).

Exhibit 10.1 AMENDED AND RESTATED REGISTRATION RIGHTS AGREEMENT THIS AMENDED AND RESTATED REGISTRATION RIGHTS AGREEMENT (this ?Agreement?), dated as of December 17, 2021, is made and entered into by and among CM Life Sciences III Inc., a Delaware corporation (the ?Company?), CMLS Holdings III LLC, a Delaware limited liability company (the ?Sponsor?), the undersigned parties listed on the signature

Form of Award Agreements under the EQRx, Inc. 2021 Stock Option and Incentive Plan (incorporated by reference to Exhibit 10.9 to the Form 8-K filed December 20, 2021)

Exhibit 10.9 FORM OF INCENTIVE STOCK OPTION AGREEMENT UNDER THE EQRX, INC. 2021 STOCK OPTION AND INCENTIVE PLAN Name of Optionee: No. of Option Shares: Option Exercise Price per Share: $ [FMV on Grant Date (110% of FMV if a 10% owner)] Grant Date: Expiration Date: [up to 10 years (5 if a 10% owner)] Pursuant to the EQRx, Inc. 2021 Stock Option and Incentive Plan as amended through the date hereof

UNAUDITED PRO FORMA CONDENSED COMBINED FINANCIAL INFORMATION

Exhibit 99.1 UNAUDITED PRO FORMA CONDENSED COMBINED FINANCIAL INFORMATION The following unaudited pro forma condensed combined balance sheet of the post-combination company as of September 30, 2021 and the unaudited pro forma condensed combined statements of operations of the post-combination company for the nine months ended September 30, 2021 and for the year ended December 31, 2020 present the

Second Amended and Restated Certificate of Incorporation of post-combination company (incorporated by reference to Exhibit 3.1 to the Form 8-K filed December 20, 2021).

Exhibit 3.1 State of Delaware Secretary of State Division of Corporations Delivered 08:12 AM 12/17/2021 FILED 08:12 AM 12/17/2021 SR 20214131010 - File Number 4838800 SECOND AMENDED AND RESTATED CERTIFICATE OF INCORPORATION OF CM LIFE SCIENCES III INC. December 17, 2021 CM Life Sciences III Inc., a corporation organized and existing under the laws of the State of Delaware (the ?Corporation?), DOES

Amended and Restated Bylaws (incorporated by reference to Exhibit 3.2 to the Form 8-K filed December 20, 2021).

Exhibit 3.2 AMENDED AND RESTATED BY-LAWS OF EQRX, INC. (the ?Corporation?) ARTICLE I Stockholders SECTION 1. Annual Meeting. The annual meeting of stockholders (any such meeting being referred to in these By-laws as an ?Annual Meeting?) shall be held at the hour, date and place as the Board of Directors of the Corporation shall fix each year, which time, date and place may subsequently be changed

Submission of Matters to a Vote of Security Holders

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): December 16, 2021 CM Life Sciences III Inc. (Exact name of registrant as specified in its charter) Delaware 001-40312 86-1691173 (State or other jurisdiction of incorporation) (Commis

JOINT FILING AGREEMENT

EXHIBIT 99.1 JOINT FILING AGREEMENT The undersigned hereby agree that the Statement on Schedule 13G filed herewith (and any amendments thereto), relating to the Class A common stock of CM Life Sciences III Inc., a Delaware corporation, is being filed jointly with the Securities and Exchange Commission pursuant to Rule 13d-1(c) under the Securities Exchange Act of 1934, as amended, on behalf of eac

CMLT / CM Life Sciences III Inc. Class A / CITADEL ADVISORS LLC - CM LIFE SCIENCES III INC. Passive Investment

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G* (Rule 13d-102) INFORMATION TO BE INCLUDED IN STATEMENTS FILED PURSUANT TO § 240.13d-1(b), (c), AND (d) AND AMENDMENTS THERETO FILED PURSUANT TO § 240.13d-2 (Amendment No. )* CM Life Sciences III Inc. (Name of Issuer) Class A common stock, par value $0.0001 per share (Title of Class of Securities) 125841106 (CUSIP

CM LIFE SCIENCES III INC. c/o Corvex Management 667 Madison Avenue New York, New York YOUR VOTE IS IMPORTANT PLEASE VOTE YOUR PROXY TODAY

Filed by CM Life Sciences III Inc. Pursuant to Rule 425 under the Securities Act of 1933 and deemed filed pursuant to Rule 14a-12 under the Securities Exchange Act of 1934 Subject Company: CM Life Sciences III Inc. Commission File No.: 001-40312 Date: December 8, 2021 The following communication is a reminder to CM Life Sciences III Inc.?s shareholders to vote their shares at the Special Meeting o

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Filed by CM Life Sciences III Inc. Pursuant to Rule 425 under the Securities Act of 1933 and deemed filed pursuant to Rule 14a-12 under the Securities Exchange Act of 1934 Subject Company: CM Life Sciences III Inc. Commission File No.: 001-40312 Date: December 8, 2021 The following communication is a transcript of a video made available by EQRx, Inc. (?EQRx?) on December 8, 2021 on EQRx?s Website

[END OF TRANSCRIPT]

Filed by CM Life Sciences III Inc. Pursuant to Rule 425 under the Securities Act of 1933 and deemed filed pursuant to Rule 14a-12 under the Securities Exchange Act of 1934 Subject Company: CM Life Sciences III Inc. Commission File No.: 001-40312 Date: December 6, 2021 The following communication is a transcript of a fireside chat made by the management of EQRx, Inc.(?EQRx?) at the 4th Annual Everc

PROXY STATEMENT/PROSPECTUS DATED DECEMBER 1, 2021 CM LIFE SCIENCES III INC. c/o Corvex Management 667 Madison Avenue New York, New York

Filed Pursuant to Rule 424(b)(3) Registration No.: 333-259054 PROXY STATEMENT/PROSPECTUS DATED DECEMBER 1, 2021 CM LIFE SCIENCES III INC. c/o Corvex Management 667 Madison Avenue New York, New York Dear Stockholder of CM Life Sciences III Inc.: You are cordially invited to attend the special meeting of stockholders (?Special Meeting?) of CM Life Sciences III Inc. (?we,? ?us,? ?our?, ?CMLS III? or

CM Life Sciences III Inc. 667 Madison Avenue New York, NY 10065

CM Life Sciences III Inc. 667 Madison Avenue New York, NY 10065 November 30, 2021 VIA EDGAR Division of Corporation Finance Office of Life Sciences Securities and Exchange Commission 100 F Street, N.E. Washington, D.C. 20549 Attention: Jordan Nimitz and Chris Edwards Re: CM Life Sciences III Inc. Amendment No. 4 to Registration Statement on Form S-4 Filed November 30, 2021 File No. 333-259054 Ladi

November 30, 2021

November 30, 2021 United States Securities and Exchange Commission Office of Trade & Services Division of Corporation Finance, Office of Life Sciences 100 F Street, NE Washington, DC 20549 CM Life Sciences III Inc.

Merger Agreement (incorporated by reference to Annex A to the Form S-4 (file No. 333-259054) filed November 30, 2021).

As filed with the United States Securities and Exchange Commission on November 30, 2021.

Non-Reliance on Previously Issued Financial Statements or a Related Audit Report or Completed Interim Review

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of Report (Date of earliest event reported): November 22, 2021 CM LIFE SCIENCES III INC. (Exact name of registrant as specified in its charter) Delaware 001-40312 86-1691173 (State or other jurisdiction of incorporation) (Commis

Consent of Houlihan Loukey Capital, Inc.

Exhibit 99.11 CONSENT OF HOULIHAN LOKEY CAPITAL, INC. November 23, 2021 CM Life Sciences III, Inc. 667 Madison Avenue New York, NY 10065 Attn: Board of Directors RE: Proxy Statement / Prospectus of CM Life Sciences III, Inc. (?CMLS III?) which forms part of Amendment No. 3 to the Registration Statement on Form S-4 of CMLS III (the ?Registration Statement?). Dear Members of the Board of Directors:

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q/A Amendment No. 1 (Mark One) ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the period ended September 30, 2021 ☐ TRANSIT

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q/A Amendment No. 1 (Mark One) ? QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the period ended September 30, 2021 OR ? TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to CM LIFE SCIENCES III INC. (Exac

1

US Securities and Exchange Commission November 23, 2021 November 23, 2021 United States Securities and Exchange Commission Office of Trade & Services Division of Corporation Finance, Office of Life Sciences 100 F Street, NE Washington, DC 20549 CM Life Sciences III Inc.

As filed with the United States Securities and Exchange Commission on November 23, 2021.

As filed with the United States Securities and Exchange Commission on November 23, 2021.

Page 1 of 4

Filed by CM Life Sciences III Inc. Pursuant to Rule 425 under the Securities Act of 1933 and deemed filed pursuant to Rule 14a-12 under the Securities Exchange Act of 1934 Subject Company: CM Life Sciences III Inc. Commission File No.: 001-40312 Date: November 22, 2021 The following press release was made available by EQRx, Inc. on November 22, 2021 on EQRx?s Website (https://www.eqrx.com/), Twitt

EQRx and Evotec Announce Integrated Drug Discovery and Development Partnership EQRx to leverage Evotec’s unique data-driven integrated drug discovery and development accelerator platform; partnership aims to build up jointly owned pipeline to deliver

Filed by CM Life Sciences III Inc. Pursuant to Rule 425 under the Securities Act of 1933 and deemed filed pursuant to Rule 14a-12 under the Securities Exchange Act of 1934 Subject Company: CM Life Sciences III Inc. Commission File No.: 001-40312 Date: November 18, 2021 The following press release was made available by EQRx, Inc. on November 18, 2021 on EQRx?s Website (https://www.eqrx.com/), Twitt

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425 1 ea150580-425cmlifesciences3.htm FORM 425 Filed by CM Life Sciences III Inc. Pursuant to Rule 425 under the Securities Act of 1933 and deemed filed pursuant to Rule 14a-12 under the Securities Exchange Act of 1934 Subject Company: CM Life Sciences III Inc. Commission File No.: 001-40312 Date: November 15, 2021 The following communication is a transcript of a series of videos made available by

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q (Mark One) ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the period ended September 30, 2021 ☐ TRANSITION REPORT PURSUAN

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q (Mark One) ? QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the period ended September 30, 2021 OR ? TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to CM LIFE SCIENCES III INC. (Exact name of registra

Specimen Common Stock Certificate (incorporated by reference to Exhibit 4.1 to the Form S-4 (file No. 333-259054) filed October 29, 2021).

Exhibit 4.1 NUMBER SHARES SEE REVERSE FOR CERTAIN DEFINITIONS CUSIP [?] EQRX, INC. A DELAWARE CORPORATION COMMON STOCK This Certifies that is the owner of FULLY PAID AND NON-ASSESSABLE SHARES OF COMMON STOCK, $0.0001 PAR VALUE PER SHARE EACH, OF EQRX, INC. (THE ?CORPORATION?) transferable on the books of the Corporation in person or by duly authorized attorney upon surrender of this certificate pr

Amendment to Agreement and Plan of Merger, dated October 28, 2021

Exhibit 2.1 AMENDMENT TO AGREEMENT AND PLAN OF MERGER This Amendment (this ?Amendment?), entered into and effective as of October 28, 2021, is made to that Agreement and Plan of Merger (as may be further amended, modified and restated, the ?Merger Agreement?), dated as of August 5, 2021, by and among CM Life Sciences III Inc., a Delaware corporation (?Parent?), Clover III Merger Sub Inc., a Delawa

As filed with the United States Securities and Exchange Commission on October 29, 2021.

As filed with the United States Securities and Exchange Commission on October 29, 2021.

Form of Preliminary Proxy Card.

Exhibit 99.1

Exclusive License Agreement by and between EQRx, Inc. and G1 Therapeutics, Inc. dated June 22, 2020 (incorporated by reference to Exhibit 10.34 to the Form S-4 (file No. 333-259054) filed October 29, 2021).

Exhibit 10.34 CERTAIN CONFIDENTIAL INFORMATION CONTAINED IN THIS DOCUMENT, MARKED BY [***], HAS BEEN OMITTED BECAUSE IT IS BOTH (I) NOT MATERIAL AND (II) IS THE TYPE THAT THE REGISTRANT TREATS AS PRIVATE OR CONFIDENTIAL Execution Version LICENSE AGREEMENT between G1 THERAPEUTICS, INC. and EQRX, INC. DATED July 22, 2020 TABLE OF CONTENTS Page Article 1 DEFINITIONS 1 Article 2 LICENSE 14 2.1 Exclusi

2

October 29, 2021 United States Securities and Exchange Commission Office of Trade & Services Division of Corporation Finance, Office of Life Sciences 100 F Street, NE Washington, DC 20549 CM Life Sciences III Inc.

Consent of Houlihan Loukey Capital, Inc.

Exhibit 99.11 CONSENT OF HOULIHAN LOKEY CAPITAL, INC. October 29, 2021 CM Life Sciences III, Inc. 667 Madison Avenue New York, NY 10065 Attn: Board of Directors RE: Proxy Statement / Prospectus of CM Life Sciences III, Inc. (?CMLS III?) which forms part of Amendment No. 2 to the Registration Statement on Form S-4 of CMLS III (the ?Registration Statement?). Dear Members of the Board of Directors: R

Amendment to Agreement and Plan of Merger, dated October 28, 2021

EX-2.1 2 ea149485ex2-1cmlife3.htm AMENDMENT TO AGREEMENT AND PLAN OF MERGER, DATED OCTOBER 28, 2021 Exhibit 2.1 AMENDMENT TO AGREEMENT AND PLAN OF MERGER This Amendment (this “Amendment”), entered into and effective as of October 28, 2021, is made to that Agreement and Plan of Merger (as may be further amended, modified and restated, the “Merger Agreement”), dated as of August 5, 2021, by and amon

Entry into a Material Definitive Agreement, Financial Statements and Exhibits

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of Report (Date of earliest event reported): October 28, 2021 CM LIFE SCIENCES III INC. (Exact name of registrant as specified in its charter) Delaware 001-40312 86-1691173 (State or other jurisdiction of incorporation) (Commiss

Exclusive License Agreement by and between EQRx, Inc. and Lynk Pharmaceutical (Hangzhou) Co., Ltd dated April 1, 2020 (incorporated by reference to Exhibit 10.35 to the Form S-4 (file No. 333-259054) filed October 29, 2021).

Exhibit 10.35 CERTAIN CONFIDENTIAL INFORMATION CONTAINED IN THIS DOCUMENT, MARKED BY [***], HAS BEEN OMITTED BECAUSE IT IS BOTH (I) NOT MATERIAL AND (II) IS THE TYPE THAT THE REGISTRANT TREATS AS PRIVATE OR CONFIDENTIAL Execution Version EXCLUSIVE LICENSE AGREEMENT by and between LYNK PHARMACEUTICAL (HANGZHOU) CO., LTD and EQRx, Inc. Dated as of April 1, 2020 TABLE OF CONTENTS Page Article 1 DEFIN

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of Report (Date of earliest event reported): October 28, 2021 CM LIFE SCIENCES

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of Report (Date of earliest event reported): October 28, 2021 CM LIFE SCIENCES III INC. (Exact name of registrant as specified in its charter) Delaware 001-40312 86-1691173 (State or other jurisdiction of incorporation) (Commiss

EQRx and NHSE Sign Memorandum of Understanding to Enter into England’s First Population Health Partnership for Cancer Drugs Provides roadmap to commercial agreement based on shared objective to secure patient access to innovative and cost-effective c

Filed by CM Life Sciences III Inc. Pursuant to Rule 425 under the Securities Act of 1933 and deemed filed pursuant to Rule 14a-12 under the Securities Exchange Act of 1934 Subject Company: CM Life Sciences III Inc. Commission File No.: 001-40312 Date: October 19, 2021 The following press release was made available by EQRx, Inc. on October 19, 2021 on EQRx?s Website (https://www.eqrx.com/), Twitter

TURNING POINT THERAPEUTICS AND EQRX ANNOUNCE CLINICAL COLLABORATION TO EVALUATE ELZOVANTINIB IN COMBINATION WITH AUMOLERTINIB IN PATIENTS WITH EGFR MUTANT MET-AMPLIFIED ADVANCED NON-SMALL CELL LUNG CANCER

Filed by CM Life Sciences III Inc. Pursuant to Rule 425 under the Securities Act of 1933 and deemed filed pursuant to Rule 14a-12 under the Securities Exchange Act of 1934 Subject Company: CM Life Sciences III Inc. Commission File No.: 001-40312 Date: October 13, 2021 The following press release was made available by EQRx, Inc. on October 13, 2021 on EQRx?s Website (https://www.eqrx.com/press-rele

Filed by CM Life Sciences III Inc.

Filed by CM Life Sciences III Inc. Pursuant to Rule 425 under the Securities Act of 1933 and deemed filed pursuant to Rule 14a-12 under the Securities Exchange Act of 1934 Subject Company: CM Life Sciences III Inc. Commission File No.: 001-40312 Date: October 11, 2021 The following is an email sent to various EQRx, Inc. contacts, including stockholders and business partners on October 11, 2021. FR

Filed by CM Life Sciences III Inc.

Filed by CM Life Sciences III Inc. Pursuant to Rule 425 under the Securities Act of 1933 and deemed filed pursuant to Rule 14a-12 under the Securities Exchange Act of 1934 Subject Company: CM Life Sciences III Inc. Commission File No.: 001-40312 Date: October 7, 2021 The following post was made available by EQRx, Inc. on October 7, 2021 on its Twitter and LinkedIn. ?We will work together to find w

EQRx and Absci Announce Partnership to Discover and Develop Next-Generation Protein-Based Drugs Absci’s AI-powered discovery and development platform to further expand EQRx’s portfolio of innovative, affordable medicines

Filed by CM Life Sciences III Inc. Pursuant to Rule 425 under the Securities Act of 1933 and deemed filed pursuant to Rule 14a-12 under the Securities Exchange Act of 1934 Subject Company: CM Life Sciences III Inc. Commission File No.: 001-40312 Date: October 6, 2021 The following press release was made available by EQRx, Inc. on October 6, 2021 on EQRx?s Website (https://www.eqrx.com/press-releas

EQRx, Inc. Senior Executive Cash Incentive Bonus Plan.

Exhibit 10.6 EQRX, INC. SENIOR EXECUTIVE CASH INCENTIVE BONUS PLAN 1. Purpose This Senior Executive Cash Incentive Bonus Plan (the ?Incentive Plan?) is intended to provide an incentive for superior work and to motivate eligible executives of EQRx, Inc. (the ?Company?) and its subsidiaries toward even higher achievement and business results, to tie their goals and interests to those of the Company

Sublease Agreement by and between EQRx, Inc, and Surface Oncology, Inc., dated December 16, 2019.

Exhibit 10.17 CERTAIN CONFIDENTIAL INFORMATION CONTAINED IN THIS DOCUMENT, MARKED BY [***], HAS BEEN OMITTED BECAUSE IT IS BOTH (I) NOT MATERIAL AND (II) IS THE TYPE THAT THE REGISTRANT TREATS AS PRIVATE OR CONFIDENTIAL SUBLEASE THIS SUBLEASE AGREEMENT (this ?Sublease?), made as of December 16, 2019 (the ?Effective Date?), by and between SURFACE ONCOLOGY, INC., a Delaware corporation (?Sublessor?)

Strategic Collaboration and License Agreement by and among EQRx, Inc., Hansoh (Shanghai) Healthtech Co., Ltd. and Jiangsu Hansoh Pharmaceutical Group Company Ltd. dated July 22, 2020.

Exhibit 10.19 CERTAIN CONFIDENTIAL INFORMATION CONTAINED IN THIS DOCUMENT, MARKED BY [***], HAS BEEN OMITTED BECAUSE IT IS BOTH (I) NOT MATERIAL AND (II) IS THE TYPE THAT THE REGISTRANT TREATS AS PRIVATE OR CONFIDENTIAL EXECUTION COPY STRATEGIC COLLABORATION AND LICENSE AGREEMENT BY AND BETWEEN HANSOH (SHANGHAI) HEALTHTECH CO., LTD. JIANGSU HANSOH PHARMACEUTICAL GROUP COMPANY LTD. AND EQRX, INC. D

Amended and Restated Employment Letter Agreement, dated January 10, 2020, as amended June 16, 2021, by and between EQRx and Melanie Nallicheri.

Exhibit 10.8 EQRx, Inc. 50 Hampshire St. Cambridge, MA 02139 January 10, 2020 Melanie Nallicheri RE: Amended and Restated Employment Letter Agreement Dear Melanie: This amended and restated letter agreement (the ?letter agreement?) confirms the amended and restated terms and conditions of your employment with EQRx, Inc. (the ?Company?) and amends and restates and supersedes in all respects your Em

Consent of Houlihan Loukey Capital, Inc.

Exhibit 99.11 CONSENT OF HOULIHAN LOKEY CAPITAL, INC. October 1, 2021 CM Life Sciences III, Inc. 667 Madison Avenue New York, NY 10065 Attn: Board of Directors RE: Proxy Statement / Prospectus of CM Life Sciences III, Inc. (?CMLS III?) which forms part of Amendment No. 1 to the Registration Statement on Form S-4 of CMLS III (the ?Registration Statement?). Dear Members of the Board of Directors: Re

Employment Letter Agreement, dated March 8, 2021, by and between EQRx, Inc. and Jami Rubin.

Exhibit 10.9 March 8, 2021 Jami Rubin RE: Employment Letter Agreement Dear Jami: On behalf of EQRx, Inc. (the ?Company?), I am pleased to offer you the position of the Company?s Chief Financial Officer. If accepted, this letter agreement sets forth the terms and conditions of your employment. 1. Position. As the Company?s Chief Financial Officer, you will report directly to the Company?s President

Lease Agreement by and between BMR-HAMPSHIRE LLC, and Surface Oncology, Inc., dated February 10, 2016.

Exhibit 10.16 CERTAIN CONFIDENTIAL INFORMATION CONTAINED IN THIS DOCUMENT, MARKED BY [***], HAS BEEN OMITTED BECAUSE IT IS BOTH (I) NOT MATERIAL AND (II) IS THE TYPE THAT THE REGISTRANT TREATS AS PRIVATE OR CONFIDENTIAL LEASE by and between BMR-HAMPSHIRE LLC, a Delaware limited liability company and SURFACE ONCOLOGY, INC., a Delaware corporation Table of Contents 1. Lease of Premises 1 2. Basic Le

* * *

October 1, 2021 United States Securities and Exchange Commission Office of Trade & Services Division of Corporation Finance, Office of Life Sciences 100 F Street, NE Washington, DC 20549 CM Life Sciences III Inc.

Exclusive License Agreement by and between EQRx, Inc. and CStone Pharmaceuticals dated October 26, 2020.

Exhibit 10.18 CERTAIN CONFIDENTIAL INFORMATION CONTAINED IN THIS DOCUMENT, MARKED BY [***], HAS BEEN OMITTED BECAUSE IT IS BOTH (I) NOT MATERIAL AND (II) IS THE TYPE THAT THE REGISTRANT TREATS AS PRIVATE OR CONFIDENTIAL Confidential Execution Version EXCLUSIVE LICENSE AGREEMENT BY AND BETWEEN CSTONE PHARMACEUTICALS AND EQRX, INC. DATED AS OF OCTOBER 26, 2020 TABLE OF CONTENTS Page Article 1 DEFINI

EQRx, Inc. Form of Director indemnification agreement.

Exhibit 10.14 EQRx, INC. FORM OF DIRECTOR INDEMNIFICATION AGREEMENT This Indemnification Agreement (?Agreement?) is made as of [] by and between EQRx, Inc., a Delaware corporation (the ?Company?), and [Director] (?Indemnitee?). RECITALS WHEREAS, the Company desires to attract and retain the services of highly qualified individuals, such as Indemnitee, to serve the Company; WHEREAS, in order to ind

As filed with the United States Securities and Exchange Commission on October 1, 2021.

As filed with the United States Securities and Exchange Commission on October 1, 2021.

Founder Agreement dated December 19, 2019, by and between EQRx, Inc. and Sandra Horning, as amended August 21, 2020.

Exhibit 10.13 EQRX, INC. FOUNDER AGREEMENT THIS FOUNDER AGREEMENT (this ?Agreement?) is made and entered into as of December 19 , 2019 by and between Sandra J. Homing, MD, an individual (?Founder?), whose address is set forth on the last page below and EQRx, Inc., a Delaware corporation (the ?Company?), whose address is set forth on the last page below. The Company and Founder agree as follows: Se

Form of Incentive Stock Option Grant Notice, Non-Qualified Stock Option Grant Notice, Early Exercise Non-Qualified Stock Option Grant Notice, and Restricted Stock Award Notice, under the EQRx, Inc. 2019 Stock Option and Grant Plan.

Exhibit 10.4 INCENTIVE STOCK OPTION GRANT NOTICE UNDER THE EQRX, INC. 2019 STOCK OPTION AND GRANT PLAN Pursuant to the EQRx, Inc. 2019 Stock Option and Grant Plan (the ?Plan?), EQRx, Inc., a Delaware corporation (together with any successor, the ?Company?), has granted to the individual named below, an option (the ?Stock Option?) to purchase on or prior to the Expiration Date, or such earlier date

Employment Letter Agreement, dated June 5, 2020, by and between EQRx, Inc. and Eric Hedrick.

Exhibit 10.10 June 5, 2020 Eric Hedrick, M.D. Dear Eric: On behalf of EQRx, Inc. (the ?Company?), I am pleased to offer you employment with the Company on the following terms and conditions. 1. Position. Your initial position with the Company will be to lead end-to-end clinical strategy, analysis and planning across all of EQRx?s programs. We will jointly determine the most appropriate title prior

EQRx, Inc. Form of Officer indemnification agreement.

Exhibit 10.15 EQRX, INC. FORM OF OFFICER INDEMNIFICATION AGREEMENT This Indemnification Agreement (?Agreement?) is made as of [] by and between EQRx, Inc., a Delaware corporation (the ?Company?), and [Officer] (?Indemnitee?). RECITALS WHEREAS, the Company desires to attract and retain the services of highly qualified individuals, such as Indemnitee, to serve the Company; WHEREAS, in order to induc

Consent of Kathryn Giusti to be named as a director.

Exhibit 99.10 October 1, 2021 CM LIFE SCIENCES III, INC. c/o Corvex Management LP 667 Madison Avenue New York, New York 10065 Consent to Reference in Proxy Statement/Prospectus CM Life Sciences III, Inc. (the ?Company?) is filing a Registration Statement on Form S-4 (the ?Registration Statement?) with the Securities and Exchange Commission under the Securities Act of 1933, as amended (the ?Securit

EQRx, Inc. Severance and Change of Control Policy.

Exhibit 10.7 EQRX, INC. SEVERANCE AND CHANGE IN CONTROL POLICY ADOPTED ON DECEMBER 16, 2020 The purpose of this Severance and Change in Control Policy (the ?Policy?) of EQRx, Inc. (the ?Company?) is to provide certain employees of the Company with certain compensation and benefits in the event of a termination of employment in certain circumstances, under the terms and conditions described in this

EQRx, Inc. Form of Non-Employee Director Compensation Policy.

Exhibit 10.5 EQRX, INC. FORM OF NON-EMPLOYEE DIRECTOR COMPENSATION POLICY The purpose of this Non-Employee Director Compensation Policy (the ?Policy?) of EQRx, Inc., a Delaware corporation (the ?Company?), is to provide a total compensation package that enables the Company to attract and retain, on a long-term basis, high-caliber directors who are not employees or officers of the Company or its su

Amended and Restated Employment Letter Agreement, dated January 10, 2020, as amended June 16, 2021, by and between EQRx, Inc. and Alexis Borisy.

Exhibit 10.12 EQRx, Inc. 50 Hampshire St. Cambridge, MA 02139 January 10, 2020 Alexis Borisy RE: Amended and Restated Employment Letter Agreement Dear Alexis: This amended and restated letter agreement (the ?letter agreement?) confirms the amended and restated terms and conditions of your employment with EQRx, Inc. (the ?Company?) and amends and restates and supersedes in all respects your Employm

EQRx Announces Presentation of Phase 3 Data Demonstrating a Progression-Free Survival Benefit with Sugemalimab Consolidation Therapy in Patients with Stage III NSCLC at ESMO Congress 2021

425 1 ea147543-425cmlife3.htm FORM 425 Filed by CM Life Sciences III Inc. Pursuant to Rule 425 under the Securities Act of 1933 and deemed filed pursuant to Rule 14a-12 under the Securities Exchange Act of 1934 Subject Company: CM Life Sciences III Inc. Commission File No.: 001-40312 Date: September 17, 2021 EQRx Announces Presentation of Phase 3 Data Demonstrating a Progression-Free Survival Bene

EQRx Announces Presentation of Updated Data from Pivotal Phase 3 Study of Anti-PD-L1 Antibody Sugemalimab in Combination with Chemotherapy as a First-Line Treatment for Stage IV NSCLC

425 1 ea147288-425cmlife3.htm FORM 425 Filed by CM Life Sciences III Inc. Pursuant to Rule 425 under the Securities Act of 1933 and deemed filed pursuant to Rule 14a-12 under the Securities Exchange Act of 1934 Subject Company: CM Life Sciences III Inc. Commission File No.: 001-40312 Date: September 13, 2021 EQRx Announces Presentation of Updated Data from Pivotal Phase 3 Study of Anti-PD-L1 Antib

September 9, 2021 01:15 PM EDT

Filed by CM Life Sciences III Inc. Pursuant to Rule 425 under the Securities Act of 1933 and deemed filed pursuant to Rule 14a-12 under the Securities Exchange Act of 1934 Subject Company: CM Life Sciences III Inc. Commission File No.: 001-40312 Date: September 13, 2021 EQRx September 9, 2021 01:15 PM EDT Jessica Chutter: Good afternoon. This is Jessica Chutter from Morgan Stanley Investment Banki

EQRx to Present at the Morgan Stanley 19th Annual Global Healthcare Conference

Filed by CM Life Sciences III Inc. Pursuant to Rule 425 under the Securities Act of 1933 and deemed filed pursuant to Rule 14a-12 under the Securities Exchange Act of 1934 Subject Company: CM Life Sciences III Inc. Commission File No.: 001-40312 Date: September 7, 2021 On September 7, 2021, EQRx, Inc. (“EQRx”) issued a press release stating that Alexis Borisy, the Executive Chairman of EQRx, Melan

Consent of Samuel Merksamer to be named as a director.

Exhibit 99.7 August 25, 2021 CM LIFE SCIENCES III, INC. c/o Corvex Management LP 667 Madison Avenue New York, New York 10065 Consent to Reference in Proxy Statement/Prospectus CM Life Sciences III, Inc. (the ?Company?) is filing a Registration Statement on Form S-4 (the ?Registration Statement?) with the Securities and Exchange Commission under the Securities Act of 1933, as amended (the ?Securiti

Power of Attorney (included on signature page)

As filed with the United States Securities and Exchange Commission on August 25, 2021.

Consent of Krishna Yeshwant to be named as a director.

EX-99.9 14 fs42021ex99-9cmlifescien3.htm CONSENT OF KRISHNA YESHWANT TO BE NAMED AS A DIRECTOR Exhibit 99.9 August 25, 2021 CM LIFE SCIENCES III, INC. c/o Corvex Management LP 667 Madison Avenue New York, New York 10065 Consent to Reference in Proxy Statement/Prospectus CM Life Sciences III, Inc. (the “Company”) is filing a Registration Statement on Form S-4 (the “Registration Statement”) with the

Consent of Melanie Nallicheri to be named as a director.

Exhibit 99.8 August 25, 2021 CM LIFE SCIENCES III, INC. c/o Corvex Management LP 667 Madison Avenue New York, New York 10065 Consent to Reference in Proxy Statement/Prospectus CM Life Sciences III, Inc. (the ?Company?) is filing a Registration Statement on Form S-4 (the ?Registration Statement?) with the Securities and Exchange Commission under the Securities Act of 1933, as amended (the ?Securiti

EQRx 2019 Stock Option and Grant Plan

Exhibit 10.3 EQRX, INC. 2019 STOCK OPTION AND GRANT PLAN SECTION 1. GENERAL PURPOSE OF THE PLAN; DEFINITIONS The name of the plan is the EQRx, Inc. 2019 Stock Option and Grant Plan (the ?Plan?). The purpose of the Plan is to encourage and enable the officers, employees, directors, Consultants and other key persons of EQRx, Inc., a Delaware corporation (including any successor entity, the ?Company?

EQRx, Inc. Form of Employee Confidentiality, Assignment and Non-Solicitation Agreement.

Exhibit 10.11 EQRX, INC. EMPLOYEE CONFIDENTIALITY, ASSIGNMENT AND NON-SOLICITATION AGREEMENT In consideration and as a condition of the commencement of my employment or my continued employment by EQRx, Inc. (including its subsidiaries and other affiliates and its and their successors and assigns, the ?Company?), I enter into this Employee Confidentiality, Assignment and Non-Solicitation Agreement

Consent of Jorge Conde to be named as a director.

Exhibit 99.4 August 25, 2021 CM LIFE SCIENCES III, INC. c/o Corvex Management LP 667 Madison Avenue New York, New York 10065 Consent to Reference in Proxy Statement/Prospectus CM Life Sciences III, Inc. (the ?Company?) is filing a Registration Statement on Form S-4 (the ?Registration Statement?) with the Securities and Exchange Commission under the Securities Act of 1933, as amended (the ?Securiti

Consent of Sandra Horning to be named as a director.

Exhibit 99.5 August 25, 2021 CM LIFE SCIENCES III, INC. c/o Corvex Management LP 667 Madison Avenue New York, New York 10065 Consent to Reference in Proxy Statement/Prospectus CM Life Sciences III, Inc. (the ?Company?) is filing a Registration Statement on Form S-4 (the ?Registration Statement?) with the Securities and Exchange Commission under the Securities Act of 1933, as amended (the ?Securiti

Consent of Clive Meanwell to be named as a director.

Exhibit 99.6 August 25, 2021 CM LIFE SCIENCES III, INC. c/o Corvex Management LP 667 Madison Avenue New York, New York 10065 Consent to Reference in Proxy Statement/Prospectus CM Life Sciences III, Inc. (the ?Company?) is filing a Registration Statement on Form S-4 (the ?Registration Statement?) with the Securities and Exchange Commission under the Securities Act of 1933, as amended (the ?Securiti

Form of Amended and Restated Registration Rights Agreement

Exhibit FORM OF AMENDED AND RESTATED REGISTRATION RIGHTS AGREEMENT THIS AMENDED AND RESTATED REGISTRATION RIGHTS AGREEMENT (this ?Agreement?), dated as of , 2021, is made and entered into by and among CM Life Sciences III Inc.

Consent of Houlihan Loukey Capital, Inc.

EX-99.10 15 fs42021ex99-10cmlifescien3.htm CONSENT OF HOULIHAN LOUKEY CAPITAL, INC. Exhibit 99.10 CONSENT OF HOULIHAN LOKEY CAPITAL, INC. August 25, 2021 CM Life Sciences III, Inc. 667 Madison Avenue New York, NY 10065 Attn: Board of Directors RE: Proxy Statement / Prospectus of CM Life Sciences III, Inc. (“CMLS III”) which forms part of the Registration Statement on Form S-4 of CMLS III (the “Reg

Consent of Alexis Borisy to be named as a director.

EX-99.3 8 fs42021ex99-3cmlifescien3.htm CONSENT OF ALEXIS BORISY TO BE NAMED AS A DIRECTOR Exhibit 99.3 August 25, 2021 CM LIFE SCIENCES III, INC. c/o Corvex Management LP 667 Madison Avenue New York, New York 10065 Consent to Reference in Proxy Statement/Prospectus CM Life Sciences III, Inc. (the “Company”) is filing a Registration Statement on Form S-4 (the “Registration Statement”) with the Sec

Consent of Paul Berns to be named as a director.

EX-99.2 7 fs42021ex99-2cmlifescien3.htm CONSENT OF PAUL BERNS TO BE NAMED AS A DIRECTOR Exhibit 99.2 August 25, 2021 CM LIFE SCIENCES III, INC. c/o Corvex Management LP 667 Madison Avenue New York, New York 10065 Consent to Reference in Proxy Statement/Prospectus CM Life Sciences III, Inc. (the “Company”) is filing a Registration Statement on Form S-4 (the “Registration Statement”) with the Securi

EQRx Appoints Richard Buckley as Chief Corporate Affairs Officer

Filed by CM Life Sciences III Inc. Pursuant to Rule 425 under the Securities Act of 1933 and deemed filed pursuant to Rule 14a-12 under the Securities Exchange Act of 1934 Subject Company: CM Life Sciences III Inc. Commission File No.: 001-40312 Date: August 18, 2021 The following press release was made available by EQRx, Inc. on August 18, 2021 on EQRx’s Website (https://www.eqrx.com/press-releas

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q (Mark One) ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the period ended June 30, 2021 ☐ TRANSITION REPORT PURSUANT TO

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q (Mark One) ? QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the period ended June 30, 2021 OR ? TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to CM LIFE SCIENCES III INC. (Exact name of registrant as

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Filed by CM Life Sciences III Inc. Pursuant to Rule 425 under the Securities Act of 1933 and deemed filed pursuant to Rule 14a-12 under the Securities Exchange Act of 1934 Subject Company: CM Life Sciences III Inc. Commission File No.: 001-40312 Date: August 9, 2021 On August 6, 2021, Eli Casdin, the Chief Executive Officer of CM Life Sciences III Inc., participated in an interview with CNBC’s “Th

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Filed by CM Life Sciences III Inc. Pursuant to Rule 425 under the Securities Act of 1933 and deemed filed pursuant to Rule 14a-12 under the Securities Exchange Act of 1934 Subject Company: CM Life Sciences III Inc. Commission File No.: 001-40312 Date: August 6, 2021 The following is an email sent to employees of EQRx, Inc.(?EQRx?) on August 6, 2021 FROM: Melanie Nallicheri TO: All employees DATE:

SPAC Backed by Corvex, Casdin Near Deal for Drug-Price Startup EQRx The deal includes a $1.2 billion investment from a subsidiary of SoftBank, among others

Filed by CM Life Sciences III Inc. Pursuant to Rule 425 under the Securities Act of 1933 and deemed filed pursuant to Rule 14a-12 under the Securities Exchange Act of 1934 Subject Company: CM Life Sciences III Inc. Commission File No.: 001-40312 Date: August 6, 2021 The following article from the Wall Street Journal was made available by EQRx, Inc. on August 6, 2021 on EQRx?s Website (https://www.

Employee Q&A: EQRx / CM Life Sciences III 8.6.2021

Filed by CM Life Sciences III Inc. Pursuant to Rule 425 under the Securities Act of 1933 and deemed filed pursuant to Rule 14a-12 under the Securities Exchange Act of 1934 Subject Company: CM Life Sciences III Inc. Commission File No.: 001-40312 Date: August 6, 2021 Employee Q&A: EQRx / CM Life Sciences III 8.6.2021 You have questions? We have answers. We?ve pulled together responses across a rang

Sponsor Support Agreement (incorporated by reference to Exhibit 10.5 to the Form 8-K (file No. 001-40312) filed August 5, 2021).

Exhibit 10.5 SPONSOR SUPPORT AGREEMENT This Sponsor Support Agreement (this ?Sponsor Agreement?) is dated as of August 5, 2021, by and among CMLS Holdings III LLC, a Delaware limited liability company (the ?Sponsor?), CM Life Sciences III Inc., a Delaware corporation (?Parent?), and EQRx, Inc., a Delaware corporation (the ?Company?). Capitalized terms used but not defined herein shall have the res

CONFIDENTIAL: DO NOT DISTRIBUTE NEW PHARMA ©EQRx 2021 REMAKING MEDICINE Disclaimer This confidential presentation (“Presentation”) is for informational purposes only and is being provided to interested partie s s olely in their capacities as potentia

Exhibit 99.2 CONFIDENTIAL: DO NOT DISTRIBUTE NEW PHARMA ?EQRx 2021 REMAKING MEDICINE Disclaimer This confidential presentation (?Presentation?) is for informational purposes only and is being provided to interested partie s s olely in their capacities as potential investors and is provided solely for the purpose of allowing interested parties to mak e t heir own evaluation with respect to a potent

Agreement and Plan of Merger, dated as of August 5, 2021, by and among, CM Life Sciences III Inc., EQRx, Inc. and Clover III Merger Sub Inc.

Exhibit 2.1 AGREEMENT AND PLAN OF MERGER BY AND AMONG CM LIFE SCIENCES III INC., CLOVER III MERGER SUB INC., and eqrx, inc. DATED AS OF August 5, 2021 Table of Contents Page Article I THE CLOSING TRANSACTIONS 2 Section 1.1 Closing 2 Section 1.2 Parent Financing Certificate 2 Section 1.3 Closing Documents 3 Section 1.4 Closing Transactions 3 Article II THE MERGER 4 Section 2.1 Effective Time 4 Sect

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Exhibit 99.1 EQRx to Accelerate Growth with $1.8 Billion Raise through Proposed Combination with CM Life Sciences III - Anticipated proceeds expand balance sheet to ~$2.0 billion and will be used to accelerate ?new pharma? platform to develop and deliver innovative medicines at radically lower prices through unique partnerships with leading payers and healthcare providers - Financing includes a fu

Form of Amended and Restated Registration Rights Agreement.

Exhibit 10.7 FORM OF AMENDED AND RESTATED REGISTRATION RIGHTS AGREEMENT THIS AMENDED AND RESTATED REGISTRATION RIGHTS AGREEMENT (this ?Agreement?), dated as of [?], 2021, is made and entered into by and among CM Life Sciences III Inc., a Delaware corporation (the ?Company?), CMLS Holdings III LLC, a Delaware limited liability company (the ?Sponsor?), the undersigned parties listed on the signature

Agreement and Plan of Merger, dated as of August 5, 2021, by and among, CM Life Sciences III Inc., EQRx, Inc. and Clover III Merger Sub Inc.

Exhibit 2.1 AGREEMENT AND PLAN OF MERGER BY AND AMONG CM LIFE SCIENCES III INC., CLOVER III MERGER SUB INC., and eqrx, inc. DATED AS OF August 5, 2021 Table of Contents Page Article I THE CLOSING TRANSACTIONS 2 Section 1.1 Closing 2 Section 1.2 Parent Financing Certificate 2 Section 1.3 Closing Documents 3 Section 1.4 Closing Transactions 3 Article II THE MERGER 4 Section 2.1 Effective Time 4 Sect

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Exhibit 99.1 EQRx to Accelerate Growth with $1.8 Billion Raise through Proposed Combination with CM Life Sciences III - Anticipated proceeds expand balance sheet to ~$2.0 billion and will be used to accelerate ?new pharma? platform to develop and deliver innovative medicines at radically lower prices through unique partnerships with leading payers and healthcare providers - Financing includes a fu

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Exhibit 99.3 Project Clover / CM3 - Transcript Transcribed By: FINSIGHT 530 7th Avenue New York, NY 10018 DISCLAIMER: FINSIGHT makes every effort to ensure an accurate transcription. Enclosed is the output of transcribing from an audio recording. Although the transcription is largely accurate, in some cases, it may be incomplete or inaccurate due to inaudible passages or transcription errors. This

Forfeiture Agreement, dated as of August 5, 2021, by and between CMLS Holdings III, LLC and EQRx, Inc.

Exhibit 10.6 SPONSOR FORFEITURE AGREEMENT August 5, 2021 CMLS Holdings III LLC 667 Madison Avenue New York, NY 10065 CM Life Sciences III Inc. 667 Madison Avenue New York, NY 10065 EQRx, Inc. 50 Hampshire Street Cambridge, MA 02139 Re: Forfeiture of Certain Sponsor Class B Common Stock Ladies and Gentlemen: Reference is hereby made to: (i) that certain Agreement and Plan of Merger (as it may be am

Sponsor Support Agreement, dated as of August 5, 2021, by and among CMLS Holdings III, LLC, CM Life Sciences III Inc. and EQRx, Inc.

Exhibit 10.5 SPONSOR SUPPORT AGREEMENT This Sponsor Support Agreement (this ?Sponsor Agreement?) is dated as of August 5, 2021, by and among CMLS Holdings III LLC, a Delaware limited liability company (the ?Sponsor?), CM Life Sciences III Inc., a Delaware corporation (?Parent?), and EQRx, Inc., a Delaware corporation (the ?Company?). Capitalized terms used but not defined herein shall have the res

Amendment to Letter Agreement, dated August 5, 2021 by and among CM Life Sciences III, Inc., CMLS Holdings III LLC, and each of CM Life Sciences, Inc. officers, directors and director nominees listed on the signature page thereto (incorporated by reference to Exhibit 10.1 to the Form 8-K (file No. 00140312), filed August 5, 2021).

Exhibit 10.1 AMENDMENT TO SPONSOR LETTER This Amendment (this ?Amendment and Agreement?), dated as of August 5, 2021, to (a) that certain letter agreement (the ?Original Sponsor Letter?), dated April 6, 2021, by and among CM Life Sciences III Inc., a Delaware corporation (the ?Company?), CMLS Holdings III LLC, a Delaware limited liability company (the ?Sponsor?), and each of the undersigned partie

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Exhibit 99.3 Project Clover / CM3 - Transcript Transcribed By: FINSIGHT 530 7th Avenue New York, NY 10018 DISCLAIMER: FINSIGHT makes every effort to ensure an accurate transcription. Enclosed is the output of transcribing from an audio recording. Although the transcription is largely accurate, in some cases, it may be incomplete or inaccurate due to inaudible passages or transcription errors. This

Form of Shareholder Lock-Up Agreement.

Exhibit 10.3 LOCK-UP AGREEMENT August 5, 2021 CM Life Sciences III Inc. 667 Madison Avenue New York, NY 10065 Ladies and Gentlemen: This letter agreement (this ?Agreement?) relates to that certain Agreement and Plan of Merger entered into as of August 5, 2021 (as amended, restated, supplemented or modified from time to time, the ?Merger Agreement?), by and among CM Life Sciences III Inc., a Delawa

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of Report (Date of earliest event reported): August 5, 2021 CM LIFE SCIENCES I

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of Report (Date of earliest event reported): August 5, 2021 CM LIFE SCIENCES III INC. (Exact name of registrant as specified in its charter) Delaware 001-40312 86-1691173 (State or other jurisdiction of incorporation) (Commissio

CONFIDENTIAL: DO NOT DISTRIBUTE NEW PHARMA ©EQRx 2021 REMAKING MEDICINE Disclaimer This confidential presentation (“Presentation”) is for informational purposes only and is being provided to interested partie s s olely in their capacities as potentia

Exhibit 99.2 CONFIDENTIAL: DO NOT DISTRIBUTE NEW PHARMA ?EQRx 2021 REMAKING MEDICINE Disclaimer This confidential presentation (?Presentation?) is for informational purposes only and is being provided to interested partie s s olely in their capacities as potential investors and is provided solely for the purpose of allowing interested parties to mak e t heir own evaluation with respect to a potent

Form of Stockholder Support Agreement (incorporated by reference to Exhibit 10.4 to the Form 8-K (file No. 001-40312) filed August 5, 2021).

Exhibit 10.4 August 5, 2021 EQRx, Inc. 50 Hampshire St Cambridge, MA 02139 Attention: Chief Financial Officer Re: Stockholder Voting and Support Agreement Ladies and Gentlemen: This letter (this ?Support Agreement?) is being delivered by each of the stockholders (each such stockholders, the ?Stockholder?), of EQRx, Inc., a Delaware corporation (the ?Company?) listed on the signature pages attached

Form of Stockholder Support Agreement, dated as of August 5, 2021, by and among CM Life Sciences III Inc., EQRx, Inc. and the stockholders of EQRx, Inc. named therein.

Exhibit 10.4 August 5, 2021 EQRx, Inc. 50 Hampshire St Cambridge, MA 02139 Attention: Chief Financial Officer Re: Stockholder Voting and Support Agreement Ladies and Gentlemen: This letter (this ?Support Agreement?) is being delivered by each of the stockholders (each such stockholders, the ?Stockholder?), of EQRx, Inc., a Delaware corporation (the ?Company?) listed on the signature pages attached

Form of Subscription Agreement.

Exhibit 10.2 FORM OF SUBSCRIPTION AGREEMENT This SUBSCRIPTION AGREEMENT (this ?Subscription Agreement?) is entered into on August 5, 2021, by and between CM Life Sciences III Inc., a Delaware corporation (the ?Issuer?), and the subscriber party set forth on the signature page hereto (?Subscriber?). WHEREAS, the Issuer is concurrently with the execution and delivery hereof entering into that certai

Form of Subscription Agreement (incorporated by reference to Exhibit 10.2 to the Form 8-K filed August 5, 2021).

Exhibit 10.2 FORM OF SUBSCRIPTION AGREEMENT This SUBSCRIPTION AGREEMENT (this ?Subscription Agreement?) is entered into on August 5, 2021, by and between CM Life Sciences III Inc., a Delaware corporation (the ?Issuer?), and the subscriber party set forth on the signature page hereto (?Subscriber?). WHEREAS, the Issuer is concurrently with the execution and delivery hereof entering into that certai

Forfeiture Agreement incorporated by reference to Exhibit 10.6 to the Form 8-K (file No. 001-40312) filed August 5, 2021).

Exhibit 10.6 SPONSOR FORFEITURE AGREEMENT August 5, 2021 CMLS Holdings III LLC 667 Madison Avenue New York, NY 10065 CM Life Sciences III Inc. 667 Madison Avenue New York, NY 10065 EQRx, Inc. 50 Hampshire Street Cambridge, MA 02139 Re: Forfeiture of Certain Sponsor Class B Common Stock Ladies and Gentlemen: Reference is hereby made to: (i) that certain Agreement and Plan of Merger (as it may be am

Form of Amended and Restated Registration Rights Agreement (incorporated by reference to Exhibit 10.7 to the Form 8-K (file No. 001-40312) filed August 5, 2021).

Exhibit 10.7 FORM OF AMENDED AND RESTATED REGISTRATION RIGHTS AGREEMENT THIS AMENDED AND RESTATED REGISTRATION RIGHTS AGREEMENT (this ?Agreement?), dated as of [?], 2021, is made and entered into by and among CM Life Sciences III Inc., a Delaware corporation (the ?Company?), CMLS Holdings III LLC, a Delaware limited liability company (the ?Sponsor?), the undersigned parties listed on the signature

Form of Shareholder Lock-Up Agreement (incorporated by reference to Exhibit 10.3 to the Form 8-K (file No. 001-40312) filed August 5, 2021).

EX-10.3 5 ea145157ex10-3cmlifescien3.htm FORM OF SHAREHOLDER LOCK-UP AGREEMENT Exhibit 10.3 LOCK-UP AGREEMENT August 5, 2021 CM Life Sciences III Inc. 667 Madison Avenue New York, NY 10065 Ladies and Gentlemen: This letter agreement (this “Agreement”) relates to that certain Agreement and Plan of Merger entered into as of August 5, 2021 (as amended, restated, supplemented or modified from time to

Amendment to Letter Agreement, dated August 5, 2021 by and among CM Life Sciences III, Inc., CMLS Holdings III LLC, and each of CM Life Sciences, Inc. officers, directors and director nominees listed on the signature page thereto.

Exhibit 10.1 AMENDMENT TO SPONSOR LETTER This Amendment (this ?Amendment and Agreement?), dated as of August 5, 2021, to (a) that certain letter agreement (the ?Original Sponsor Letter?), dated April 6, 2021, by and among CM Life Sciences III Inc., a Delaware corporation (the ?Company?), CMLS Holdings III LLC, a Delaware limited liability company (the ?Sponsor?), and each of the undersigned partie

Regulation FD Disclosure, Entry into a Material Definitive Agreement, Unregistered Sales of Equity Securities, Financial Statements and Exhibits

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of Report (Date of earliest event reported): August 5, 2021 CM LIFE SCIENCES III INC. (Exact name of registrant as specified in its charter) Delaware 001-40312 86-1691173 (State or other jurisdiction of incorporation) (Commissio

Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(D) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of Report (Date of earliest event reported): August 1, 2021 CM LIFE SCIENCES III INC. (Exact name of registrant as specified in its charter) Delaware 001-40312 86-1691173 (State or other jurisdiction of incorporation) (Commissio

Financial Statements and Exhibits, Other Events

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(D) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of Report (Date of earliest event reported): April 9, 2021 CM LIFE SCIENCES III INC. (Exact name of registrant as specified in its charter) Delaware 001-40312 86-1691173 (State or other jurisdiction of incorporation) (Commission

CM LIFE SCIENCES III INC.

Exhibit 99.1 CM LIFE SCIENCES III INC. Report of Independent Registered Public Accounting Firm F-2 Balance Sheet as of April 9, 2021 F-3 Notes to Financial Statement F-4 F-1 Report of Independent Registered Public Accounting Firm To the Stockholders and the Board of Directors of CM Life Sciences III, Inc. Opinion on the Financial Statement We have audited the accompanying balance sheet of CM Life

CM Life Sciences III Inc. Announces Separate Trading of its Shares of Class A Common Stock and Warrants, on or about May 28, 2021

Exhibit 99.1 CM Life Sciences III Inc. Announces Separate Trading of its Shares of Class A Common Stock and Warrants, on or about May 28, 2021 May 26, 2021 ? New York, NY ? CM Life Sciences III Inc. (Nasdaq: CMLTU) (the ?Company?) today announced that holders of the Company?s units sold in its initial public offering may elect to separately trade the shares of Class A common stock and redeemable w

Financial Statements and Exhibits, Other Events

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(D) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of Report (Date of earliest event reported): May 26, 2021 CM LIFE SCIENCES III INC. (Exact name of registrant as specified in its charter) Delaware 001-40312 86-1691173 (State or other jurisdiction of incorporation) (Commission

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q (Mark One) ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the period ended March 31, 2021 ☐ TRANSITION REPORT PURSUANT TO

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q (Mark One) ? QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the period ended March 31, 2021 OR ? TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to CM LIFE SCIENCES III INC. (Exact name of registrant a

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, DC 20549 FORM 12b-25 NOTIFICATION OF LATE FILING

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, DC 20549 FORM 12b-25 NOTIFICATION OF LATE FILING Commission File Number 001-40312 (Check One): ? Form 10-K ? Form 20-F ? Form 11-K ? Form 10-Q ? Form 10-D ? Form N-CEN ? Form N-CSR For Period Ended: March 31, 2021 ? Transition Report on Form 10-K ? Transition Report on Form 20-F ? Transition Report on Form 11-K ? Transition Report on Form 10-Q For the Transition Period Ended: Nothing in this form shall be construed to imply that the Commission has verified any information contained herein.

CM Life Sciences III Inc., Sponsored by Affiliates of Casdin Capital and Corvex Management, Announces Pricing of Upsized $480 Million Initial Public Offering

Exhibit 99.1 CM Life Sciences III Inc., Sponsored by Affiliates of Casdin Capital and Corvex Management, Announces Pricing of Upsized $480 Million Initial Public Offering New York, NY ? April 6, 2021 ? CM Life Sciences III Inc. (the ?Company?) announced today that it priced its initial public offering of 48,000,000 units at $10.00 per unit. The units will be listed on The Nasdaq Capital Market (?N

Forward Purchase Agreement (incorporated by reference to Exhibit 10.6 to the Form 8-K (file No. 001-40312) filed April 9, 2021).

Exhibit 10.6 FORWARD PURCHASE AGREEMENT This Forward Purchase Agreement (this ?Agreement?) is entered into as of April 6, 2021, by and between CM Life Sciences III Inc., a Delaware corporation (the ?Company?), and Casdin Capital, LLC, a Delaware limited liability company, acting solely in its capacity as investment advisor (in such capacity, the ?Advisor?) to one or more investment funds, clients

Amended and Restated Certificate of Incorporation of CMLS III (incorporated by reference to Exhibit 3.1 of the Form 8-K (file No. 001-40312) filed April 9, 2021).

Exhibit 3.1 AMENDED AND RESTATED CERTIFICATE OF INCORPORATION OF CM LIFE SCIENCES III INC. April 6, 2021 CM Life Sciences III Inc., a corporation organized and existing under the laws of the State of Delaware (the ?Corporation?), DOES HEREBY CERTIFY AS FOLLOWS: 1. The name of the Corporation is ?CM Life Sciences III Inc.? The original certificate of incorporation was filed with the Secretary of St

Underwriting Agreement, dated April 6, 2021, by and among the Company, Jefferies LLC and Cowen and Company, LLC.

Exhibit 1.1 EXECUTION VERSION 48,000,000 Units CM Life Sciences III Inc. UNDERWRITING AGREEMENT April 6, 2021 JEFFERIES LLC Cowen and Company, LLC As Representatives of the several Underwriters c/o JEFFERIES LLC 520 Madison Avenue New York, New York 10022 c/o COWEN and COMPANY, LLC 599 Lexington Avenue New York, New York 10022 Ladies and Gentlemen: Introductory. CM Life Sciences III Inc., a Delawa

Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers, Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year, Entry into a Material Definitive Agreement, Unregistered Sales of Equity Securities, Financial Statements and Exhibits, Other Events

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(D) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of Report (Date of earliest event reported): April 6, 2021 CM LIFE SCIENCES III INC. (Exact name of registrant as specified in its charter) Delaware 001-40312 86-1691173 (State or other jurisdiction of incorporation) (Commission

Private Placement Warrants Purchase Agreement (incorporated by reference to Exhibit 10.4 to the Form 8-K (file No. 001-40312) filed April 9, 2021).

Exhibit 10.4 PRIVATE PLACEMENT WARRANTS PURCHASE AGREEMENT THIS PRIVATE PLACEMENT WARRANTS PURCHASE AGREEMENT, dated as of April 6, 2021 (as it may from time to time be amended and including all exhibits referenced herein, this ?Agreement?), is entered into by and between CM Life Sciences III Inc., a Delaware corporation (the ?Company?), CMLS Holdings III LLC, a Delaware limited liability company

Letter Agreement (incorporated by reference to Exhibit 10.5 to the Form 8-K (file No. 001-40312) filed April 9, 2021).

Exhibit 10.5 April 6, 2021 CM Life Sciences III Inc. c/o Corvex Management LP 667 Madison Avenue New York, New York 10065 Re: Initial Public Offering Ladies and Gentlemen: This letter (this ?Letter Agreement?) is being delivered to you in accordance with the Underwriting Agreement (the ?Underwriting Agreement?) entered into by and between CM Life Sciences III Inc., a Delaware corporation (the ?Com

Forward Purchase Agreement (incorporated by reference to Exhibit 10.7 to the Form 8-K (file No. 001-40312) filed April 9, 2021).

EX-10.7 10 ea139335ex10-7cmlife3.htm FORWARD PURCHASE AGREEMENT, DATED APRIL 6, 2021, BY AND BETWEEN THE COMPANY AND CORVEX MANAGEMENT LP Exhibit 10.7 FORWARD PURCHASE AGREEMENT This Forward Purchase Agreement (this “Agreement”) is entered into as of April 6, 2021, by and between CM Life Sciences III Inc., a Delaware corporation (the “Company”), and Corvex Management LP, a Delaware limited partner

Registration Rights Agreement (incorporated by reference to Exhibit 10.3 to the Form 8-K filed April 9, 2021).

Exhibit 10.3 REGISTRATION RIGHTS AGREEMENT THIS REGISTRATION RIGHTS AGREEMENT (this ?Agreement?), dated as of April 6, 2021, is made and entered into by and among CM Life Sciences III Inc., a Delaware corporation (the ?Company?), CMLS Holdings III LLC, a Delaware limited liability company (the ?Sponsor?), and the undersigned parties listed on the signature page hereto under ?Holders? (each such pa

CM Life Sciences III Inc., Sponsored by Affiliates of Casdin Capital and Corvex Management, Announces Closing of $552 Million Initial Public Offering

Exhibit 99.2 CM Life Sciences III Inc., Sponsored by Affiliates of Casdin Capital and Corvex Management, Announces Closing of $552 Million Initial Public Offering April 9, 2021 ? NEW YORK ? CM Life Sciences III Inc. (the ?Company?) announced today that it closed its initial public offering of 55,200,000 units at $10.00 per unit, including 7,200,000 units issued pursuant to the exercise in full by

Investment Management Trust Agreement (incorporated by reference to Exhibit 10.2 to the Form 8-K (file No. 001-40312) filed April 9, 2021).

Exhibit 10.2 INVESTMENT MANAGEMENT TRUST AGREEMENT This Investment Management Trust Agreement (this ?Agreement?) is made effective as of April 6, 2021 by and between CM Life Sciences III Inc., a Delaware corporation (the ?Company?), and Continental Stock Transfer & Trust Company, a New York corporation (the ?Trustee?). WHEREAS, the Company?s registration statements on Form S-1, as amended, File No

Warrant Agreement (incorporated by reference to Exhibit 10.1 to the Form 8-K filed April 9, 2021).

Exhibit 10.1 WARRANT AGREEMENT CM LIFE SCIENCES III INC. and CONTINENTAL STOCK TRANSFER & TRUST COMPANY Dated April 6, 2021 THIS WARRANT AGREEMENT (this ?Agreement?), dated April 6, 2021, is by and between CM Life Sciences III Inc., a Delaware corporation (the ?Company?), and Continental Stock Transfer & Trust Company, a New York corporation, as warrant agent (in such capacity, the ?Warrant Agent?

$480,000,000 CM Life Sciences III Inc. 48,000,000 Units

PROSPECTUS Filed pursuant to Rule 424(b)(4) Registration Nos. 333-253475 and 333-255078 $480,000,000 CM Life Sciences III Inc. 48,000,000 Units CM Life Sciences III Inc. is a blank check company formed as a Delaware corporation for the purpose of effecting a merger, capital stock exchange, asset acquisition, stock purchase, reorganization or similar business combination with one or more businesses

- REGISTRATION STATEMENT

As filed with the Securities and Exchange Commission on April 6, 2021. Registration No. 333- UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM S-1 REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933 CM Life Sciences III Inc. (Exact name of registrant as specified in its charter) Delaware 6770 86-1691173 (State or other jurisdiction of incorporation or organization) (

Form 8-A

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-A FOR REGISTRATION OF CERTAIN CLASSES OF SECURITIES PURSUANT TO SECTION 12(b) OR 12(g) OF THE SECURITIES EXCHANGE ACT OF 1934 CM Life Sciences III Inc. (Exact name of registrant as specified in its charter) Delaware 86-1691173 (State of incorporation or organization) (I.R.S. Employer Identification No.) c/o Corvex Manag

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April 5, 2021 VIA EDGAR United States Securities and Exchange Commission Division of Corporation Finance 100 F Street, N.

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CM Life Sciences III Inc. c/o Corvex Management LP 667 Madison Avenue New York, New York 10065 April 5, 2021 VIA EDGAR Jeffrey Kauten U.S. Securities and Exchange Commission Division of Corporation Finance 100 F Street, N.E. Washington, D.C. 20549 Re: CM Life Sciences III Inc. Registration Statement on Form S-1 Filed February 25, 2021 as amended File No. 333-253475 Dear Mr. Kauten: Pursuant to Rul

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March 25, 2021 VIA EDGAR United States Securities and Exchange Commission Division of Corporation Finance Office of Technology 100 F Street, NE Washington, D.

- REGISTRATION STATEMENT

As filed with the Securities and Exchange Commission on March 25, 2021. Registration No. 333-253475 UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Amendment No. 1 to FORM S-1 REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933 CM Life Sciences III Inc. (Exact name of registrant as specified in its charter) Delaware 6770 86-1691173 (State or other jurisdiction of incorp

Form of Warrant Agreement between Continental Stock Transfer & Trust Company and the Registrant.

Exhibit 4.4 WARRANT AGREEMENT CM LIFE SCIENCES III INC. and CONTINENTAL STOCK TRANSFER & TRUST COMPANY Dated , 2021 THIS WARRANT AGREEMENT (this ?Agreement?), dated , 2021, is by and between CM Life Sciences III Inc., a Delaware corporation (the ?Company?), and Continental Stock Transfer & Trust Company, a New York corporation, as warrant agent (in such capacity, the ?Warrant Agent?). WHEREAS, it

Specimen Warrant Certificate.

Exhibit 4.3 Form of Warrant Certificate [FACE] Number Warrants THIS WARRANT SHALL BE VOID IF NOT EXERCISED PRIOR TO THE EXPIRATION OF THE EXERCISE PERIOD PROVIDED FOR IN THE WARRANT AGREEMENT DESCRIBED BELOW CM Life Sciences III Inc. Incorporated Under the Laws of the State of Delaware CUSIP Warrant Certificate This Warrant Certificate certifies that , or registered assigns, is the registered hold