Current Report Filing (8-k)
November 23 2021 - 4:02PM
Edgar (US Regulatory)
0001843762
false
0001843762
2021-11-22
2021-11-22
0001843762
CMLTU:UnitsEachConsistingOfOneShareOfClassCommonStockAndOnefifthOfOneRedeemableWarrantMember
2021-11-22
2021-11-22
0001843762
CMLTU:ClassCommonStockParValue0.0001PerShareMember
2021-11-22
2021-11-22
0001843762
CMLTU:RedeemableWarrantsEachWholeWarrantExercisableForOneShareOfClassCommonStockEachAtExercisePriceOf11.50PerShareMember
2021-11-22
2021-11-22
iso4217:USD
xbrli:shares
iso4217:USD
xbrli:shares
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)
|
|
(Commission File Number)
|
|
(I.R.S. Employer Identification No.)
|
c/o Corvex Management LP
667 Madison Avenue
New York, New York
|
|
10065
|
(Address of principal executive offices)
|
|
(Zip Code)
|
Registrant’s telephone number, including area
code: (212) 474-6745
Not Applicable
(Former name or former address, if changed since last
report)
Check the appropriate box below if the Form 8-K filing is intended to simultaneously
satisfy the filing obligation of the registrant under any of the following provisions:
☐ Written
communication pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
☐ Soliciting
material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
☐ Pre-commencement
communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
☐
Pre-commencements communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))
Securities registered pursuant to Section 12(b) of the Act:
Title of each class
|
|
Trading Symbols
|
|
Name of each exchange on
which registered
|
Units, each consisting of one share of Class A common stock and one-fifth of one redeemable warrant
|
|
CMLTU
|
|
The Nasdaq Stock Market LLC
|
Class A common stock, par value $0.0001 per share
|
|
CMLT
|
|
The Nasdaq Stock Market LLC
|
Redeemable warrants, each whole warrant exercisable for one share of Class A common stock, each at an exercise price of $11.50 per share
|
|
CMLTW
|
|
The Nasdaq Stock Market LLC
|
Indicate by check mark whether the registrant is an
emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities
Exchange Act of 1934 (§240.12b-2 of this chapter).
Emerging growth company ☒
If an emerging growth company, indicate by check mark
if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards
provided pursuant to Section 13(a) of the Exchange Act.
Item 4.02
|
Non-Reliance on Previously Issued Financial Statements or a Related Audit Report or Completed Interim Review.
|
The management of CM Life Sciences III Inc.
(the “Company”) has re-evaluated the Company’s application of ASC 480-10-S99-3A to its accounting classification of
the redeemable Class A common stock, par value $0.0001 per share (the “Public Shares”), issued as part of the units sold in
the Company’s initial public offering (the “IPO”) on April 9, 2021. Historically, a portion of the Public Shares was
classified as permanent equity to maintain shareholders’ equity greater than $5 million on the basis that the Company will not redeem
its Public Shares in an amount that would cause its net tangible assets to be less than $5,000,001, as described in the Company’s
amended and restated certificate of incorporation (the “Charter”). Pursuant to such re-evaluation, the Company’s management
has determined that the Public Shares include certain provisions that require classification of all of the Public Shares as temporary
equity regardless of the net tangible assets redemption limitation contained in the Charter.
Therefore, on November 22, 2021, the Company’s
management and the audit committee of the Company’s board of directors (the “Audit Committee”) concluded that the Company’s
previously issued (i) audited balance sheet as of April 9, 2021 (the “Post IPO Balance Sheet”) and (ii) unaudited interim
financial statements included in the Company’s Quarterly Report on Form 10-Q for the quarterly period ended June 30, 2021, filed
with the Securities and Exchange Commission (the “SEC”) on August 16, 2021 (collectively, the “Affected Periods”),
should be restated to report all Public Shares as temporary equity and should no longer be relied upon. As such, the Company intends to
restate its financial statements for the Affected Periods in an amendment to the Company’s Quarterly Report on Form 10-Q for the
quarterly period ended September 30, 2021, to be filed with the SEC (the “Q3 Form 10-Q/A”).
The Company does not expect any of the above
changes will have any impact on its cash position and cash held in the trust account established in connection with the IPO (the “Trust
Account”).
The Company’s management has concluded
that in light of the classification error described above, a material weakness exists in the Company’s internal control over financial
reporting and that the Company’s disclosure controls and procedures were not effective at the reasonable assurance level as of June
30, 2021 and September 30, 2021. The Company’s remediation plan with respect to such material weakness will be described in more
detail in the Q3 Form 10-Q/A.
The Company’s management and the Audit
Committee have discussed the matters disclosed in this Current Report on Form 8-K pursuant to this Item 4.02 with WithumSmith+Brown PC.
Cautionary Statement Regarding
Forward Looking Statements
This Current Report on Form
8-K includes “forward-looking statements” within the meaning of the federal securities laws. Certain of these forward-looking
statements can be identified by the use of words such as “believes,” “expects,” “intends,” “plans,”
“estimates,” “assumes,” “may,” “should,” “will,” “seeks,” or other
similar expressions. Such statements may include, but are not limited to, statements regarding the impact of the Company’s restatement
of certain historical financial statements, the Company’s cash position and cash held in the Trust Account and any proposed remediation
measures with respect to identified material weaknesses. These statements are based on current expectations on the date of this Current
Report on Form 8-K and involve a number of risks and uncertainties that may cause actual results to differ significantly. These risks
and uncertainties include, but are not limited to, further changes in or developments regarding accounting treatment, among others. The
Company does not assume any obligation to update or revise any such forward-looking statements, whether as the result of new developments
or otherwise. Readers are cautioned not to put undue reliance on forward-looking statements.
SIGNATURE
Pursuant to the requirements of the Securities Exchange
Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
|
CM Life Sciences III Inc.
|
|
|
Date: November 23, 2021
|
By:
|
/s/ Brian Emes
|
|
Name:
|
Brian Emes
|
|
Title:
|
Chief Financial Officer and Secretary
|
CM Life Sciences III (NASDAQ:CMLT)
Historical Stock Chart
From Jun 2024 to Jul 2024
CM Life Sciences III (NASDAQ:CMLT)
Historical Stock Chart
From Jul 2023 to Jul 2024