EQRx, Inc. executed a non-binding Letter of intent to acquire CM Life Sciences III Inc. (NasdaqCM:CMLT) from CMLS Holdings III LLC and others for $4.2 billion in a reverse merger transaction on July 1, 2021. EQRx, Inc. entered into a definitive agreement to acquire CM Life Sciences III Inc. (NasdaqCM:CMLT) from CMLS Holdings III LLC and others for $4.2 billion in a reverse merger transaction on August 5, 2021. EQRx stockholders will receive common stock of CM Life Sciences III in exchange for shares of EQRx. Upon closing of the business combination, CM Life Sciences III will be renamed “EQRx, Inc.” and its common stock and warrants are expected to remain listed on the Nasdaq Global Market under ticker symbols “EQRX” and “EQRXW,” respectively.

Melanie Nallicheri will assume the role of Chief Executive Officer of EQRx and join EQRx's board of directors, effective September 1, 2021. Alexis Borisy will become Executive Chairman of EQRx's board of directors. At closing of the transaction, the EQRx board of directors will include: Amy Abernethy, Alexis Borisy, Paul Berns, Eli Casdin, Jorge Conde, Sandra Horning, Clive Meanwell, Melanie Nallicheri, and Krishna Yeshwant. The transaction is subject to the approval of the CM Life Sciences III shareholders, receipt of the required approval by EQRx's stockholders, CM Life Sciences III having at least $5,000,001 of net tangible assets, the expiration or termination of the waiting period under the Hart-Scott-Rodino Act, approval by Nasdaq of CM Life Sciences III's listing application in connection with the transaction and the satisfaction of other customary conditions. As of October 28, 2021, the parties amended the agreement to update that CM Life Sciences III stockholder approval is the only vote of the holders of any class or series of capital stock of CM Life Sciences III required to approve and adopt this agreement and approve the transactions. Special meeting of stockholders of CM Life Sciences III to be held on December 16, 2021. EQRx and CM Life Sciences III Announce Effectiveness of Form S-4 Registration Statement. The business combination has been approved by CM Life Sciences III's board, unanimously approved by EQRx's board of directors and the number of EQRx's largest stockholders necessary to approve the combination have agreed to vote in favor of the transaction. As of December 1, 2021, the transaction has been declared effective. As of December 16, 2021, the shareholders of CM Life approved the transaction. The transaction is expected to close in the fourth quarter of 2021. As per the article of December 2, 2021, EQRx and CM Life Sciences expect that business combination will close soon thereafter. J.P. Morgan Securities, LLC is acting as the lead financial advisor, with Goldman Sachs & Co. LLC also acting as a financial advisor to EQRx. PJT Partners LP is also acting as a financial advisor and William Collins, Marianne C. Sarrazin, Kingsley L. Taft and Mitchell S. Bloom of Goodwin Procter LLP serving as the legal advisors to EQRx. Jefferies LLC and Cowen and Company, LLC are acting as joint capital markets advisors and Andrew J. Ericksen, Matthew Kautz and Joel Rubinstein of White & Case LLP are serving as legal advisor to CM Life Sciences III. Jefferies LLC, Cowen and Company, LLC and J.P. Morgan Securities LLC are acting as joint placement agents. Houlihan Lokey acted as a financial advisor and a fairness opinion provider to CM Life Sciences. Houlihan Lokey will be entitled to an aggregate fee of $750,000 for its services, of which $350,000 became payable upon the delivery of Houlihan Lokey's opinion and balance of which is contingent upon completion. Jefferies LLC and Cowen and Company, LLC acted as joint capital markets advisors to CMLS III. Mark Zimkind of Continental Stock Transfer & Trust Company acted as transfer agent for CM Life Sciences and D.F. King & Co., Inc. acted as an information agent. The Company has agreed to pay D.F. King a fee of $25,000, plus disbursements, and will reimburse D.F. King for its reasonable out -of-pocket expenses.