United States securities and exchange commission logo
July 12, 2021
Brian Emes
Chief Financial Officer
CM Life Sciences II Inc.
c/o Corvex Management LP
667 Madison Avenue
New York, NY 10065
Re: CM Life Sciences II
Inc.
Amendment No. 1 to
Registration Statement on Form S-4
Filed June 25, 2021
File No. 333-256127
Dear Mr. Emes:
We have reviewed your amended registration statement and have the
following
comments. In some of our comments, we may ask you to provide us with
information so we
may better understand your disclosure.
Please respond to this letter by amending your registration
statement and providing the
requested information. If you do not believe our comments apply to your
facts and
circumstances or do not believe an amendment is appropriate, please tell
us why in your
response.
After reviewing any amendment to your registration statement and
the information you
provide in response to these comments, we may have additional comments.
Unless we note
otherwise, our references to prior comments are to comments in our June
10, 2021 letter.
Amendment No. 1 to Registration Statement on Form S-4 filed June 25,
2021
Risk Factors, page 47
1. Please revise to
disclose the material risks to unaffiliated investors presented by taking the
company public through
a merger rather than an underwritten offering. These risks could
include the absence of
due diligence conducted by an underwriter that would be subject to
liability for any
material misstatements or omissions in a registration statement.
"Sponsor, certain members of the Board and officers of CMLS II ...",
page 90
2. We note your risk
factor on page 90 that the sponsor, certain members of the Board, and
officers of CMLS II
will benefit from the completion of a business combination. Please
Brian Emes
FirstName LastNameBrian
CM Life Sciences II Inc. Emes
Comapany
July NameCM Life Sciences II Inc.
12, 2021
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revise to highlight that these parties may be incentivized to complete
an acquisition of a
less favorable target company or on terms less favorable to
shareholders rather than
liquidate. Further, please revise to clarify if the sponsor and its
affiliates can earn a
positive rate of return on their investment, even if other SPAC
shareholders experience a
negative rate of return in the post-business combination company.
"CMLS II and SomaLogic will incur significant transaction and transaction costs
....", page 95
3. We note that the aggregate transaction expenses as a result of the
Business Combination
are expected to be approximately $35 million. Please revise to include
the current value
of securities held, loans extended, fees due, and out-of-pocket
expenses for which the
sponsor and its affiliates are awaiting reimbursement. Provide similar
disclosure for the
company s officers and directors, if material.
"CMLS II may redeem unexpired public warrants prior to their exercise ...",
page 101
4. We note that this risk factor addresses risks relating to the
redemption of Class A common
stock when it is trading at or above $18.00. Please revise to also
include any risks relating
to the redemption of Class A common stock when it is trading at or
above $10.00 per
share, as we note that your Class A common stock is currently trading
above $10.00.
Specifically, revise to clarify that recent common stock trading
prices exceed the threshold
that would allow the company to redeem public warrants.
Unaudited Pro Forma Condensed Combined Financial Information, page 108
5. The pro forma financial information assumes no cash elections will be
made by
SomaLogic stockholders. Please discuss all pro forma financial
information that would be
affected should such elections be made. In doing so, give effect to a
reasonable range of
possible results. Refer to Rule 11-02(a)(10) for guidance.
6. The notes to the financial statements of SomaLogic disclose SomaLogic
issued on March
30, 2021 a notice of prepayment to the holder of the convertible debt
stating SomaLogic
intends to prepay the full outstanding debt obligation in June 2021.
Please disclose the
status of this notice and reflect the status in the pro forma
financial information as
appropriate.
7. The pro forma information assumes SomaLogic's convertible debt is
first converted into
SomaLogic preferred stock prior to the business combination and then
converted into
CMLS II Class A common stock. The notes to the financial statements of
SomaLogic
included in the filing state this convertible debt may be converted
into either SomaLogic
common stock or preferred stock, with different conversion factors
between the two. To
the extent applicable after consideration of the preceding comment,
please state the basis
for assuming this debt is to be converted into preferred stock. If
different conversion
elections are permissible and applicable, give effect to a reasonable
range of possible
results of each of them, including how the number of shares associated
with each was
determined.
Brian Emes
CM Life Sciences II Inc.
July 12, 2021
Page 3
Background of the Business Combination, page 146
8. We note your amended disclosure in response to comment 5. To the
extent you entered
into discussions or had term sheets with your potential acquisition
targets, please revise to
state as much and include information on how you determined to cease
discussions with
such parties. If you did not enter into discussions with any of the
six other potential target
companies, please revise to state as much.
9. We note your amended disclosure in response to comment 6. Please
revise to disclose the
information that Casdin Capital and Mr. Casdin received in connection
with making a
decision to invest in SomaLogic in the Series A preferred stock
private funding round.
Also, please revise to disclose the date(s) on which CM Life Sciences,
Inc. ceased
conversions with SomaLogic and entered into an exclusivity arrangement
with the other
business combination target.
10. We note your amended disclosure in response to comment 11. We note
your disclosure
on page 149 that Mr. Casdin received "board materials and drafts of
the Merger
Agreement and other documents related to the Business Combination."
Please tell us
what "other documents" Mr. Casdin received.
Opinion of Financial Advisor to CMLS II, page 153
11. We note that the Enterprise Value to Revenue estimates used in the
Selected Companies
Analysis on page 157 differs from the estimates in the Investor
Presentation dated March
29, 2021, filed as exhibit 99.2 to the Form 8-K filed on March 29,
2021. Please revise
your disclosure to explain the reasons for such differences.
Certain SomaLogic Projected Financial Information, page 158
12. We note your revised disclosure and response to comment 13. Please
confirm whether the
projections included in the prospectus are the same financial
projections used by the board
in making its decision to enter into the business combination and used
by Houlian for its
fairness opinion.
Material United States Federal Income Tax Considerations for Public
Stockholders Exercising
Redemption Rights, page 164
13. In addition to the disclosure you have provided in this section
regarding the exercise of
redemption rights, please include a discussion of the federal income tax
consequences of
the merger. In this regard, we note the Agreement and Plan of Merger
provides that the
merger is intended to constitute a reorganization within the
meaning of Section 368(a)
FirstName LastNameBrian Emes
of the Internal Revenue Code. Please also include a tax opinion from
counsel as
Comapany NameCMPlease
appropriate. Life Sciences II Inc.
refer to Item 4(a)(6) of Form S-4 and Section
III.A. of Staff Legal
July 12,Bulletin 19. 3
2021 Page
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Brian Emes
FirstName LastNameBrian
CM Life Sciences II Inc. Emes
Comapany
July NameCM Life Sciences II Inc.
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Conflicts of Interest, page 194
14. Please disclose the approximate dollar value of Mr. Casdin's interest
in the target based on
the transaction value and recent trading prices, as compared to the
price paid.
15. We note your statement that your "Current Charter provides that we
renounce our interest
in any corporate opportunity offered to any director or officer unless
such opportunity is
expressly offered to such person solely in his or her capacity as a
director or officer of our
company and such opportunity is one we are legally and contractually
permitted to
undertake and would otherwise be reasonable for us to pursue, and to
the extent the
director or officer is permitted to refer that opportunity to us
without violating another
legal obligation." Please revise your Conflicts of Interest disclosure
to address whether
this provision impacted your search for an acquisition target.
You may contact Suying Li at (202) 551-3335 or Doug Jones at (202)
551-3309 if you
have questions regarding comments on the financial statements and related
matters. Please
contact Cara Wirth at (202) 551-7127 or Dietrich King at (202) 551-8071 with
any other
questions.
Sincerely,
Division of
Corporation Finance
Office of Trade
& Services
cc: Joel Rubinstein