Item 7.01. Regulation FD Disclosure.
As reported in
the Original Form 8-K, on February 25, 2021, CM Life Sciences II Inc. (the “Company”) consummated its initial public
offering (the “IPO”) of 27,600,000 units (the “Units”), including the issuance of 3,600,000 Units
as a result of the underwriter’s exercise in full of its over-allotment option. Each Unit consists of one share of Class A
common stock of the Company, par value $0.0001 per share (“Class A Common Stock”), and one-fifth of
one redeemable warrant of the Company (each, a “Warrant”), with each whole Warrant entitling the holder thereof to
purchase one share of Class A Common Stock for $11.50 per share, subject to adjustment. The Units were sold at a price of $10.00
per Unit, generating gross proceeds to the Company of $276,000,000.
On February 25, 2021, simultaneously
with the consummation of the IPO, the Company completed the private sale (the “Private Placement”) of an aggregate
of 5,013,333 warrants (the “Private Placement Warrants”) to CMLS Holdings II LLC and the Company’s independent
directors (or entities controlled by them) at a purchase price of $1.50 per Private Placement Warrant, generating gross proceeds to the
Company of $7,520,000.
A total of $276,000,000, comprised
of $270,480,000 of the proceeds from the IPO (which amount includes $9,660,000 of the underwriter’s deferred discount) and $5,520,000
of the proceeds of the sale of the Private Placement Warrants, was placed in a U.S.-based trust account at J.P. Morgan Chase Bank, N.A.
maintained by Continental Stock Transfer & Trust Company, acting as trustee.
An audited balance sheet as
of February 25, 2021 reflecting receipt of the proceeds upon consummation of the IPO and the Private Placement was issued by the Company
and was included as Exhibit 99.1 to the Original Form 8-K.
On April 12, 2021, the staff of the Securities
and Exchange Commission (the “SEC Staff”) issued a public statement entitled “Staff Statement on Accounting and Reporting
Considerations for Warrants issued by Special Purpose Acquisition Companies (“SPACs”)” (the “SEC Staff Statement”).
In the SEC Staff Statement, the SEC Staff expressed its view that certain terms and conditions common to SPAC warrants may require the
warrants to be classified as liabilities on the SPAC’s balance sheet as opposed to equity. Since issuance on February
25, 2021, the outstanding warrants to purchase common stock (the “Warrants”) of the “Company, were accounted
for as equity within our balance sheet. After discussion and evaluation, including with our independent registered public accounting firm
and the Audit Committee of our Board of Directors, and taking into consideration the SEC Staff Statement, we have concluded that the Warrants
should be presented as liabilities with subsequent fair value remeasurement.
Accordingly, the Original Form 8-K is hereby amended
to add this Item 7.01 and to amend and restate Item 9.01 to (i) remove the audited balance sheet of the Company as of February 25, 2021
, which was filed as Exhibit 99.1 to the Original Form 8-K and (ii) file as Exhibit 99.1 hereto the restated audited balance sheet of
the Company as of February 25, 2021, dated May 14, 2021.
The Original Form 8-K otherwise remains unchanged.
Item 9.01 Exhibits.