United States securities and exchange commission logo
November 12, 2021
Eli Casdin
Chief Executive Officer and Director
CM Life Sciences III Inc.
c/o Corvex Management LP
667 Madison Avenue
New York, New York 10065
Re: CM Life Sciences
III Inc.
Amendment No. 2 to
Registration Statement on Form S-4
Filed October 29,
2021
File No. 333-259054
Dear Mr. Casdin:
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
October 22, 2021 letter.
Amendment to Form S-4 filed October 29, 2021
EQRx's Business, page 253
1. We note your response
to prior comment 4 and your revised disclosure that "due to our
focus on validated
targets, we are anticipating higher success rates for our clinical
candidates" and that
"This results in a significantly higher probability of technical success,
and while it does not
eliminate all risk, we expect our probability of success will be
improved versus the
industry standard of one to two drug candidates out of ten. " Please
revise your disclosure
throughout this section to clarify, if true, that (x) the drug
development process is
inherently uncertain and cannot be fully de-risked, (y) your
predictive screening
approach has not been clinically validated and that your chosen drug
Eli Casdin
CM Life Sciences III Inc.
November 12, 2021
Page 2
candidates may not function as anticipated in future clinical trials and
(z) there is no
guarantee that the clinical trials you may conduct in the future will
provide you with
positive or actionable data that will facilitate efficient clinical
development. Please revise
your disclosure to remove any implication that you are presently
successful or are likely to
be successful in securing marketing approval for any of your product
candidates.
Additionally, please revise the founders letter to state there is no
guarantee that your
success rate will be significantly improved.
The EQRx Business Opportunity, page 261
2. We note your response to our prior comment 5 and reissue. Please disclose
the size of the
market for the products that are currently in clinical development and
those that are in the
preclinical or discovery phases.
Building a catalog of affordable medicines, page 272
3. We note the disclosure that the global drug spend projections are based
on industry
publications and market research. Please disclose whether these
projections are your
projections or a third-party's, and please also disclose if you funded
any of this research or
commissioned any such reports. If you funded any of the research or
commissioned any of
the reports, please file the consent of the third party that prepared the
information as an
exhibit to the registration statement.
General
4. We note your response to prior comment 6. Please balance the disclosure
that you are
focused on developing programs that have potential to be equivalent or
superior to other
therapies in their class with the fact that there is no guarantee that
your products will be
equivalent or superior.
You may contact Ibolya Ignat at 202-551-3636 or Kevin Vaughn at
202-551-3494 if you
have questions regarding comments on the financial statements and related
matters. Please
contact Jordan Nimitz at 202-551-5831 or Christopher Edwards at 202-551-6761
with any other
questions.
Sincerely,
FirstName LastNameEli Casdin
Division of
Corporation Finance
Comapany NameCM Life Sciences III Inc.
Office of Life
Sciences
November 12, 2021 Page 2
cc: Joel Rubinstein, Esq.
FirstName LastName