Item 2.01.
Completion of Acquisition or Disposition of Assets.
The disclosure set forth in the “Introductory Note” above
is incorporated herein by reference into this Item 2.01.
On December 16, 2021, CMLS III held a special meeting of its stockholders
(the “Special Meeting”) at which the CMLS III stockholders considered and adopted, among other matters, the Merger Agreement.
On December 17, 2021, the parties to the Merger Agreement consummated the Transactions.
Prior to the Special Meeting, holders of 39,587,066
shares of CMLS III’s common stock exercised their right to redeem such shares for cash at a price of approximately $10.00 per share
for aggregate payments of approximately $395.9 million. At the Closing, (i) an aggregate of 343,060,309 shares of CMLS III Class A Common
Stock were issued in exchange for the shares of Old EQRx outstanding as of immediately prior to the Effective Time and (ii) an aggregate
of 120,000,000 shares of CMLS III Class A Common Stock were issued to the PIPE Investors in the PIPE Financing. Moreover, at the Closing,
each equity award of Old EQRx outstanding as of immediately prior to the Effective Time was assumed by CMLS III and converted into an
option to purchase shares of CMLS III Class A Common Stock on substantially the same terms and conditions as were in effect with respect
to such Old EQRx option immediately prior to the Effective Time after giving effect to the exchange ratio in accordance with the terms
of the Merger Agreement. Immediately after giving effect to the Transactions, there were 487,632,615 shares of Common Stock outstanding,
19,733,333 warrants to acquire shares of Common Stock outstanding, and 21,937,942 shares of Common Stock subject to options outstanding
under the Old EQRx 2019 Plan (as defined below) that were assumed in the Merger. At the Effective Time, the CMLS III units automatically
separated into the component securities and, as a result, no longer trade as a separate security. On December 20, 2021, the Common Stock
and warrants began trading on the Nasdaq Global Market under the symbols “EQRX” and “EQRXW”, respectively. The
CUSIP number for the Common Stock is 26886C 107 and 26886C 115 for the warrants.
The material terms and conditions of the Merger Agreement are described
in the Proxy Statement/Prospectus in the section titled “Proposal No.1 – The Business Combination Proposal,”
which is incorporated herein by reference.
Forward-Looking Statements
Certain statements in this Current Report on Form 8-K and the information
incorporated herein by reference may constitute “forward-looking statements” within the meaning of the “safe harbor”
provisions of the Private Securities Litigation Reform Act of 1995, including with respect to the effects of the Business Combination. We have based these forward-looking statements contained in this Current Report on Form 8-K on the current expectations and beliefs of
our management, and we are subject to a number of factors and uncertainties that could cause actual results to differ materially from
those described in the forward-looking statements. These forward-looking statements include statements about our future financial and
operating results; benefits of the Business Combination; statements of the plans, strategies and objectives of our management for future
operations; statements regarding future economic conditions or performance; and other statements regarding the Business Combination. Forward-looking
statements may contain words such as “will be,” “will,” “expect,” “anticipate,” “continue,”
“project,” “believe,” “plan,” “could,” “estimate,” “forecast,”
“guidance,” “intend,” “may,” “plan,” “possible,” “potential,”
“predict,” “pursue,” “should,” “target” or similar expressions, and include the assumptions
that underlie such statements. These statements include, but are not limited to the following:
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the ability to recognize the anticipated benefits of the Business Combination,
which may be affected by, among other things, the costs of the Business Combination, competition and our ability to grow and manage growth
profitably and retain our key employees;
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the success, cost and timing of our product development activities;
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our ability to obtain and maintain regulatory approval for our products,
and any related restrictions and limitations of any approved product;
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our ability to maintain our existing license agreements and manufacturing
arrangements;
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our ability to compete with other companies currently marketing or engaged
in the development of innovative drug candidates, many of which have greater financial and marketing resources than us;
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our ability to develop and maintain our global buyer’s club;
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our ability to locate and acquire complementary products or product candidates and integrate those into our business;
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the size and growth potential of the markets for our products, and our ability
to serve those markets, either alone or in partnership with others;
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changes in applicable laws or regulations;
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our ability to raise financing in the future;
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our estimates regarding expenses, future revenue, capital requirements and
needs for additional financing;
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our financial performance;
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our ability to compete effectively in a competitive industry;
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our ability to protect and enhance our corporate reputation and brand;
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expectations concerning our relationships and actions with third parties;
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potential liquidity and trading of our securities;
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the attraction and retention of qualified directors, officers, employees and key personnel;
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our ability to compete effectively in a competitive industry; and
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the impact of the COVID-19 pandemic.
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Factors that could cause the actual results to
differ materially from those described in the forward-looking statements include the risks associated with pharmaceutical developing,
development and implementation of a new and untested business model, and the risks associated with operating as a newly public company,
along with those factors set forth in the section titled “Risk Factors” beginning on page 53 of the Proxy Statement/Prospectus.
Any forward-looking statements made in this Current Report on Form 8-K are qualified in their entirety by the forward-looking statements
contained or referred to in this section, and there is no assurance that the actual results or developments anticipated by us will be
realized. Except to the extent required by applicable law, we are under no obligation (and expressly disclaim any such obligation) to
update or revise our forward-looking statements, whether as a result of new information, future events, or otherwise.
Business
We are a new type of pharmaceutical company committed to developing
and delivering innovative medicines to patients at radically lower prices. Our mission is to improve health for all with great, innovative,
affordable medicines so that people with life-changing or chronic conditions can gain access to the medicines they need, physicians can
treat patients without barriers to prescribing, and health systems can afford to make those medicines available, without restrictions,
to the populations they serve in a financially sustainable manner. Launched in January 2020, our “New Pharma” solution starts
with assembling a catalog of medicines at significant scale, targeting some of the most innovative clinical opportunities and highest
drug cost categories of today and tomorrow, with an initial focus on oncology and immune-inflammatory diseases. We are focused on developing
programs that are innovative, branded, and patent-protected that, if approved, have potential to be equivalent or superior to other therapies
in their class. However, there is no guarantee our product candidates will be equivalent or superior to such other therapies. We do not
have any products approved for commercial sale and have not generated any revenue to date, and so may never become profitable. In addition,
our business and pricing model is untested and may never be successful or generate sufficient revenue to lead to profitability.
Our business is further described in the Proxy Statement/Prospectus
in the section titled “EQRx’s Business” beginning on page 254 and that information is incorporated herein by
reference.
Risk Factors
The risk factors related to our business and operations and the Transactions
are set forth in the Proxy Statement/Prospectus in the section titled “Risk Factors” beginning on page 53 and
that information is incorporated herein by reference.
Financial Information
Unaudited Condensed Financial Statements
Reference is made to the unaudited condensed financial statements as
of and for the nine months ended September 30, 2021 and 2020 of Old EQRx have been prepared in accordance with U.S. generally accepted
accounting principles and pursuant to the regulations of the SEC and are included in the Proxy Statement/Prospectus beginning on page
F-43, which are incorporated herein by reference.
These unaudited condensed financial statements should be read in conjunction
with the historical audited financial statements of Old EQRx as of and for the year ended December
31, 2020 and from inception to December 31, 2019 and the related notes included
in the Proxy Statement/Prospectus beginning on page F-64, which are incorporated herein by reference.
Unaudited Pro Forma Condensed Combined Financial Information and
Comparative Share Information
Reference is made to the unaudited pro forma condensed combined financial
information of CMLS III and Old EQRx as of September 30, 2021 and for the year ended December 31, 2020 and the nine months ended September
30, 2021 is set forth in Exhibit 99.1 hereto and is incorporated herein by reference.
Reference is further made to the disclosure contained in the Proxy
Statement/Prospectus in the section titled “Comparative Share Information” beginning on page 154, which is incorporated
herein by reference.
Management’s Discussion and Analysis of Financial Condition
and Results of Operations
Reference is made to the disclosure contained in the Proxy Statement/Prospectus
in the sections titled “EQRx’s Management’s Discussion and Analysis of Financial Condition and Results of Operations”
beginning on page 321 and “CMLS III’s Management’s Discussion and Analysis of Results of Financial Condition and
Results of Operations” beginning on page 249, which are incorporated herein by reference.
Quantitative and Qualitative Disclosures about Market Risk
Reference is made to the disclosure contained in the Proxy Statement/Prospectus
in the sections titled “EQRx’s Management’s Discussion and Analysis of Financial Condition and Results of Operations—
Qualitative and Quantitative Disclosures About Market Risk” beginning on page 335, which is incorporated herein by reference.
Properties
Our offices are located in Cambridge, Massachusetts and consist of
approximately 33,529 square feet of leased office space. The lease is set to expire on December 31, 2023.
Security Ownership of Certain Beneficial Owners and Management
The following table sets forth information regarding the beneficial
ownership of Common Stock as of the Closing Date immediately following consummation of the Transactions by:
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each person known by us to be the beneficial owner of more than 5% of our outstanding Common Stock immediately following the consummation of the Transactions;
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each of our executive officers and directors; and
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all of our executive officers and directors as a group after the consummation of the Transactions.
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Beneficial ownership is determined according
to the rules of the SEC, which generally provide that a person has beneficial ownership of a security if he, she or it possesses sole
or shared voting or investment power over that security. Under those rules, beneficial ownership includes securities that the individual
or entity has the right to acquire, such as through the exercise of warrants or stock options or the vesting of restricted stock units,
within 60 days of the Closing Date. Shares subject to warrants or options that are currently exercisable or exercisable within 60 days
of the Closing Date or subject to restricted stock units that vest within 60 days of the Closing Date are considered outstanding and
beneficially owned by the person holding such warrants, options or restricted stock units for the purpose of computing the percentage
ownership of that person but are not treated as outstanding for the purpose of computing the percentage ownership of any other person.
Except as noted by footnote, and subject to community property laws where applicable, based on the information provided to us, we believe
that the persons and entities named in the table below have sole voting and investment power with respect to all shares shown as beneficially
owned by them. Unless otherwise noted, the business address of each of our directors and executive officers is 50 Hampshire Street, Cambridge,
MA 02139. The percentage of beneficial ownership is calculated based on 487,632,615 shares of Common Stock outstanding immediately following
the consummation of the Transactions.
Name and Address of Beneficial Owner
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Number of
Shares
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%
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Melanie Nallicheri(1)
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9,817,766
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2.0
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Jami Rubin
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2,194,500
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*
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Eric Hedrick(2)
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658,350
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*
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Alexis Borisy(3)
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19,038,592
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3.9
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Amy Abernethy
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200,000
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*
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Paul Berns
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627,000
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*
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Eli Casdin(4)(5)(6)
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56,297,042
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11.4
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Jorge Conde
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—
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—
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Kathryn Giusti
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—
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—
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Sandra Horning(7)
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568,218
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*
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Clive Meanwell(8)
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97,968
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*
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Samuel Merksamer
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—
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—
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Krishna Yeshwant(9)
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—
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—
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All Directors and Executive Officers as a group (13 individuals)
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89,499,436
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18.0
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Five Percent Holders:
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Entities affiliated with Casdin Partners(5)(6)
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39,527,669
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8.1
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Entities affiliated with ARCH Venture Partners(10)
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36,335,375
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7.5
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Entities affiliated with Softbank(11)
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43,976,600
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9.0
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Entities affiliated with GV 2019, L.P.(12)
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47,252,687
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9.7
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Entities affiliated with Andreessen Horowitz(13)
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53,064,157
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10.9
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(1)
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Includes 287,372 shares of Common Stock issuable upon exercise of vested options of Old EQRx assumed in the Merger.
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(2)
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Includes 31,350 shares of Common Stock issuable upon exercise of vested options of Old EQRx assumed in the Merger.
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(3)
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Includes 228,592 shares of Common Stock issuable upon exercise of vested options of Old EQRx assumed in the Merger.
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(4)
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CMLS Holdings III LLC is the record holder of 8,659,372 shares of Common Stock and 8,110,001 warrants to purchase shares of Common Stock reported herein. The Board of Managers of CMLS Holdings III LLC is comprised of Eli Casdin and Keith Meister who share voting and investment discretion with respect to the common stock held of record by CMLS Holdings III LLC. Each of Messrs. Casdin and Meister disclaims beneficial ownership of these shares except to the extent of his respective pecuniary interest therein. The address for CMLS Holdings III LLC is c/o Corvex Management LP, 667 Madison Avenue, New York, New York 10065.
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(5)
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Includes an aggregate 34,527,669 shares of Common Stock (i) 25,214,933 held of record by Casdin Partners Master Fund, L.P. (“CPMF”), (ii) 3,824,572 held of record by Casdin Venture Opportunities Fund, L.P. (“CVOF”) and (iii) 5,488,164 held of record by Casdin Private Growth Equity Fund GP, LLC. (“CPGEF” and together with CPMF and CVOF, the “Casdin Funds”). The shares held by the Casdin Funds may be deemed to be indirectly beneficially owned by (i) Casdin Capital, LLC, the investment adviser to the Casdin Funds, (ii) Casdin Partners GP, LLC, the general partner of the Casdin Funds and (iii) Eli Casdin, the managing member of Casdin Capital, LLC and Casdin Partners GP, LLC. The shares held by Casdin Partners GP, LLC may be deemed to be indirectly beneficially owned by (i) Eli Casdin, the managing member of Casdin Partners GP, LLC. The address for the Casdin entities noted herein is 1350 Avenue of the Americas, Suite 2600, New York, New York 10019.
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(6)
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Includes 5,000,000 shares issued in the PIPE Investment to Casdin Partners Master Fund, L.P. The shares may be deemed to be indirectly beneficially owned by (i) Casdin Capital, LLC, the investment adviser to Casdin Partners Master Fund, L.P., (ii) Casdin Partners GP, LLC, the general partner of Casdin Partners Master Fund L.P., and (iii) Eli Casdin, the managing member of Casdin Capital, LLC and Casdin Partners GP, LLC.
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(7)
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Includes 97,968 shares of Common Stock issuable upon exercise of vested options of Old EQRx assumed in the Merger.
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(8)
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Includes 97,968 shares of Common Stock issuable upon exercise of vested options of Old EQRx assumed in the Merger.
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(9)
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Dr. Yeshwant, a Director, is a managing partner of GV. Dr. Yeshwant does not have voting or dispositive power over any of the shares directly held by GV 2019, L.P. referenced in footnote (12) below.
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(10)
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Includes (i) 18,167,688 shares of Common Stock held of record by ARCH Venture Fund X, L.P. (“ARCH X”) and (ii) 18,167,687 shares of Common Stock held of record by ARCH Venture Fund X Overage, L.P. (“ARCH X Overage”). ARCH Venture Partners X, L.P. (“AVP X LP”) is the sole general partner of ARCH X. ARCH Venture Partners X Overage, L.P. (“AVP X Overage LP”) is the sole general partner of ARCH X Overage. ARCH Venture Partners X, LLC (“AVP X LLC”), is the sole general partner of each of AVP X LP and AVP X Overage LP. As members of the investment committee of AVP X LLC, each of Keith Crandell, Kristina Burow, Steven Gillis and Robert Nelsen (the “Committee Members”) may also be deemed to share the power to direct the disposition and vote of the ARCH X and ARCH X Overage shares. AVP X LP and AVP X Overage LP may be deemed to beneficially own the shares held by ARCH X and ARCH X Overage, respectively, AVP X LLC may be deemed to beneficially own the shares held by ARCH X and ARCH X Overage, and each of the Committee Members may be deemed to share the power to direct the disposition and vote of the shares held by ARCH X and ARCH X Overage. AVP X LP, AVP X Overage LP, AVP X LLC, and the Committee Members each disclaim beneficial ownership, except, in each case, to the extent of any pecuniary interest therein. The principal business address of ARCH X, ARCH X Overage, AVP X LP, AVP X Overage LP, AVP X LLC and the Committee Members is 8755 Higgins Road, Suite 1025, Chicago, IL 60631.
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(11)
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Includes (i) 43,176,600 shares of Common Stock and (ii) 800,000 shares of Common Stock underlying warrants held by SB Northstar LP. SB Management Limited is the investment manager of SB Northstar LP and as such may be deemed to have voting and investment power over the securities held by SB Northstar LP. SB Management Limited is owned by Softbank Group Corp. The principal business address of SB Northstar LP is 190 Elgin Avenue, George Town, Grand Cayman KY1-9008, Cayman Islands.
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(12)
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Reflects shares of Common Stock held of record by GV 2019, L.P. GV 2019 GP, L.P. (the general partner of GV 2019, L.P.), GV 2019 GP, L.L.C. (the general partner of GV 2019 GP, L.P.), Alphabet Holdings LLC (the managing member of GV 2019 GP, L.L.C.), XXVI Holdings Inc. (the managing member of Alphabet Holdings LLC) and Alphabet Inc. (the controlling stockholder of XXVI Holdings Inc.) may each be deemed to have sole power to vote or dispose of the shares held directly by GV 2019, L.P. The principal business address of GV 2019, L.P., GV 2019 GP, L.P., GV 2019 GP, L.L.C., Alphabet Holdings LLC, XXVI Holdings Inc. and Alphabet Inc. is 1600 Amphitheatre Parkway, Mountain View, CA 94043.
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(13)
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Includes (i) 17,438,465 shares of Common Stock held of record by AH
Bio Fund II, L.P., for itself and as nominee for AH Bio Fund II-B, L.P. (collectively, the “AH Bio Fund II Entities”), (ii)
19,192,015 shares of Common Stock held of record by AH Bio Fund III, L.P., for itself and as nominee for AH Bio Fund III-B, L.P. and AH
Bio Fund III-Q, L.P. (collectively, the “AH Bio Fund III Entities”), (iii) 11,433,677 shares of Common Stock held of record
by Andreessen Horowitz LSV Fund I, L.P., for itself and as nominee for Andreessen Horowitz LSV Fund I-B, L.P. and Andreessen Horowitz
LSV Fund I-Q, L.P. (collectively, the “AH LSV Fund I Entities”), and (iv) 5,000,000 shares of Common Stock issued in the PIPE
Investment and held by the Andreessen Horowitz LSV Fund II, L.P., for itself and as nominee for Andreessen Horowitz LSV Fund II-B, L.P.
and Andreessen Horowitz LSV Fund II-Q, L.P. (collectively, the “AH LSV II Fund Entities). AH Equity Partners Bio II, L.L.C. (“AH
EP Bio II”), the general partner of the AH Bio Fund II Entities may be deemed to have sole voting and dispositive power over the
shares held by the AH Bio Fund II Entities. AH Equity Partners Bio III, L.L.C. (“AH EP Bio III”), the general partner of the
AH Bio Fund III Entities may be deemed to have sole voting and dispositive power over the shares held by the AH Bio Fund III Entities.
AH Equity Partners LSV I, L.L.C. (“AH EP LSV I”), the general partner of the AH LSV Fund I Entities may be deemed to have
sole voting and dispositive power over the shares held by the AH LSV Fund I Entities. AH Equity Partners LSV II, L.L.C. (“AH EP
LSV II”), the general partner of the AH LSV Fund II Entities may be deemed to have sole voting and dispositive power over the shares
held by the AH LSV Fund II Entities. The managing members of each of AH EP Bio II, AH EP Bio III, AH EP LSV I and AH EP LSV II are Marc
Andreessen and Ben Horowitz, and each of them may be deemed to hold shared voting and dispositive power over the shares held by the AH
Bio Fund II Entities, the AH Bio Fund III Entities, the AH LSV Fund I Entities and the AH LSV II Fund Entities. Shares held by each of
these entities include shares that may be subsequently sold by each of Marc Andreessen, Ben Horowitz and Jorge Conde, a Director, following
in-kind distributions of shares by these entities. The address for the persons and entities set forth herein is 2865 Sand Hill Road, Suite
101, Menlo Park, CA 94025.
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Directors and Executive Officers
New EQRx’s directors and executive officers after the consummation
of the Transactions are described in the Proxy Statement/Prospectus in the section titled “Management After the Business
Combination” beginning on page 348 and that information is incorporated herein by reference.
Independence of our Board of Directors
Information with respect to the independence of New EQRx’s directors
is set forth in the Proxy Statement/Prospectus in the section titled “Management After the Business Combination—Director
Independence” beginning on page 355 and that information is incorporated herein by reference.
Committees of the Board of Directors
Information with respect to the composition of the committees of our
Board immediately after the Closing is set forth in the Proxy Statement/Prospectus in the section titled “Management After
the Business Combination—Board Committees” beginning on page 356 and that information is incorporated herein by reference.
Executive Compensation
A description of the compensation of the named executive officers of
Old EQRx and the compensation of the executive officers of CMLS III before the consummation of the Transactions is set forth in the Proxy
Statement/Prospectus in the sections titled “Executive and Director Compensation of EQRx” beginning on page 337
and “Information About CMLS III—Executive Compensation” beginning on page 246, respectively, and that information
is incorporated herein by reference.
At the Special Meeting, the CMLS III stockholders approved the 2021
Plan and the ESPP (as defined below). The summary of the 2021 Plan is set forth in the Proxy Statement/Prospectus in the section
titled “Proposal No.3 – The Incentive Plan Proposal” beginning on page 220 and the summary of the ESPP is set
forth in the Proxy Statement/Prospectus in the section titled “Proposal No.4 – The ESPP Proposal” beginning
on page 226 and are each incorporated herein by reference. In addition, the unallocated share reserve remaining under the 2019 Plan (as
defined below) as of the Closing Date (including any shares subsequently returned to such share reserve as a result of the termination
of awards issued under the Old EQRx’s applicable stock plan) was included in the share reserve under the 2021 Plan, in accordance
with the terms thereof, and no new old EQRx options will be granted under the 2019 Plan following the Closing. The summary of the terms
of the 2019 Plan and the treatment of equity awards is set forth in the Proxy Statement/Prospectus in the section titled “Executive
and Director Compensation of EQRx – Equity Plans” beginning on page 344 and “Proposal No.1 – The Business Combination
Proposal” beginning on page 167, respectively.
A copy of the full text of the 2021 Plan is filed hereto as Exhibit
10.8, a copy of the full text of the ESPP is filed hereto as Exhibit 10.10 and a copy of the full text of the 2019 Plan is filed hereto
as Exhibit 10.6, and are each incorporated herein by reference.
In December 2021, the Old EQRx board of directors
approved certain adjustments in the compensation of our executive officers and of our Executive Chairman. Accordingly, effective January
1, 2022, Mr. Borisy’s base salary will be increased to $390,000, Ms. Nallicheri’s base salary will be increased to $600,000,
Ms. Rubin’s base salary will be increased to $449,000, and Dr. Hedrick’s base salary will be increased to $437,000 and his
target bonus will be increased to 40% of his annual base salary.
Director Compensation
Descriptions of the compensation of the directors of Old EQRx and of
CMLS III before the consummation of the Transactions are set forth in the Proxy Statement/Prospectus in the sections titled “Executive
and Director Compensation of EQRx” beginning on page 346 and “Information About CMLS III—Executive Compensation”
beginning on page 246, respectively, and that information is incorporated herein by reference.
Certain Relationships and Related Person
Transactions
Certain relationships and related person transactions are described
in the Proxy Statement/Prospectus in the section titled “Certain Relationships and Related Person Transactions”
beginning on page 392 and that information is incorporated herein by reference.
Legal Proceedings
Reference is made to the disclosure regarding legal proceedings in
the section of the Proxy Statement/Prospectus titled “Information about CMLS III—Legal Proceedings” beginning
on page 234 and that information is incorporated herein by reference.
Market Price of and Dividends on Common
Equity and Related Stockholder Matters
The Common Stock and warrant to purchase Common
Stock began trading on the Nasdaq Global Market under the symbols “EQRX” and “EQRXW”, respectively, on December
20, 2021. As of immediately after the Closing Date, there were approximately 185 registered holders of Common Stock and
7 registered holders of the public warrants.
We have not paid any cash dividends on shares of our Common Stock.
Any decision to declare and pay dividends in the future will be made at the sole discretion of our Board and will depend on, among other
things, our results of operations, cash requirements, financial condition, contractual restrictions and other factors that our Board may
deem relevant.
Recent Sales of Unregistered Securities
Reference is made to the disclosure set forth below under Item 3.02
of this Current Report on Form 8-K concerning the issuance and sale of certain unregistered securities, which is incorporated herein by
reference.
Description of Company’s Securities
The description of New EQRx’s securities is contained in the
Proxy Statement/Prospectus in the section titled “Description of Securities” beginning on page 360 and that
information is incorporated herein by reference.
Indemnification of Directors and Officers
The disclosure set forth in Item 1.01 of this Current Report on Form
8-K under the section entitled “Indemnification Agreements” is incorporated by reference into this Item 2.01.