Item 1.01. Entry into a Material Definitive Agreement.
On
As previously disclosed, the Merger Agreement is subject to the satisfaction or
waiver of certain customary closing conditions. Pursuant to the Amendment, in
addition to CMLSIII stockholder approval of the second amended and restated
certificate of incorporation of CMLSIII (the "Proposed Charter") pursuant to the
governing documents of CMLSIII and applicable law, the parties agreed to a
mutual closing condition that the Proposed Charter will have been approved at
the Special Meeting by the affirmative vote of the holders of a majority of the
shares of CMLSIII's Class A common stock, par value
The foregoing summary is qualified in its entirety by reference to the Amendment which is filed as Exhibit 2.1 hereto and incorporated herein by reference.
Cautionary Statement Regarding Forward Looking Statements
This Current Report on Form 8-K contains certain forward-looking statements
within the meaning of the federal securities laws with respect to the proposed
Business Combination between EQRx and the Company, including express or implied
statements regarding the anticipated benefits of the Business Combination, the
anticipated timing of the Business Combination, the expected cash proceeds from
the Business Combination, the expected continued listing on Nasdaq, EQRx's
ability to accelerate growth and expand access to innovative medicines, EQRx's
ability to obtain FDA and other approvals of any product candidates in its
pipeline, and EQRx's ability to expand its pipeline and execute on its business
strategy with payers, as well as other statements regarding plans and market
opportunities of EQRx. These forward-looking statements generally are identified
by the words "believe," "project," "expect," "anticipate," "estimate," "intend,"
"strategy," "future," "opportunity," "plan," "may," "should," "will," "would,"
"will be," "will continue," "will likely result," and similar expressions.
Forward-looking statements are predictions, projections and other statements
about future events that are based on current expectations and assumptions and,
as a result, are subject to risks and uncertainties. Many factors could cause
actual future events to differ materially from the forward-looking statements in
this Current Report on Form 8-K, including but not limited to: (i) the risk that
the Business Combination may not be completed in a timely manner or at all, (ii)
the risk that the Business Combination may not be completed by the Company's
business combination deadline and the potential failure to obtain an extension
of the business combination deadline if sought by the Company, (iii) the failure
to satisfy the conditions to the consummation of the Business Combination,
including the adoption of the merger agreement by the stockholders of the
Company, the satisfaction of the minimum trust account amount following
redemptions by the Company's public stockholders and the receipt of certain
governmental and regulatory approvals, (iv) the lack of a third party valuation
in determining whether or not to pursue the transaction, (v) the inability to
complete the PIPE investment in connection with the Business Combination, (vi)
the occurrence of any event, change or other circumstance that could give rise
to the termination of the Merger Agreement, (vii) the effect of the announcement
or pendency of the Business Combination on EQRx's business relationships,
operating results and business generally, (viii) risks that the proposed
Business Combination disrupts current plans and operations of EQRx and potential
difficulties in EQRx employee retention as a result of the Business Combination,
(ix) the outcome of any legal proceedings that may be instituted against the
Company or EQRx related to the Merger Agreement or the Business Combination, (x)
the ability to maintain the listing of the Company's securities on a national
securities exchange, (xi) changes in the competitive and highly regulated
industries in which EQRx operates, variations in operating performance across
competitors, changes in laws and regulations affecting EQRx's business and
changes in the combined capital structure, (xii) risks associated with EQRx's
ability to implement its business plans, including risks associated with its
growth strategy, obtaining regulatory approvals, and creating a global payer
network, and other risks associating with its plans to create a new kind of
pharmaceutical company, (xiii) the risk of downturns and a changing regulatory
landscape in the highly competitive healthcare and biopharmaceutical industries,
(xiv) the size and growth of the markets in which EQRx operates and its ability
to offer innovative medicines at reduced prices, and (xv) EQRx's ability to
operate as a public company. The foregoing list of factors is not exhaustive.
You should carefully consider the foregoing factors and the other risks and
uncertainties described in the "Risk Factors" section of the Company's
registration statement on Form S-1 (File No. 333-253475), the proxy
statement/prospectus included in the registration statement on Form S-4 to be
filed with the
2
Additional Information and Where to Find It / Non-Solicitation
In connection with the proposed Business Combination, the Company filed a
registration statement on Form S-4/A with the
Participants in Solicitation
The Company and EQRx and their respective directors and executive officers may
be deemed to be participants in the solicitation of proxies from the Company's
shareholders in connection with the proposed Business Combination. Information
about the Company's directors and executive officers and their ownership of the
Company's securities is set forth in the Company's filings with the
No Offer or Solicitation
This Current Report on Form 8-K shall not constitute a solicitation of a proxy, consent or authorization with respect to any securities or in respect of the Business Combination. This Current Report on Form 8-K shall also not constitute an offer to sell or the solicitation of an offer to buy any securities, or a solicitation of any vote or approval, nor shall there be any sale of securities in any jurisdiction in which such offer, solicitation or sale would be unlawful prior to registration or qualification under the securities laws of any such jurisdiction. No offering of securities shall be made except by means of a prospectus meeting the requirements of Section 10 of the Securities Act, or an exemption therefrom.
Item 9.01 Exhibits.
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